July 9, 2025 | 1
AGENDA
SPECIAL MEETING
LA PALMA CITY COUNCIL
WEDNESDAY, JULY 9, 2025
Mark I. Waldman
Mayor
Nitesh P. Patel
Mayor Pro Tem
Debbie S. Baker
Council Member
Janet S. Keo
Council Member
Vikesh P. Patel
Council Member
4:00 PM Closed Session
5:00 PM Open Session
La Palma City Hall
Council Chambers
7822 Walker Street, La Palma
CALL TO ORDER
CLOSED SESSION
CS-1. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION (Pursuant to paragraph (1) of subdivision (d) of California Government Code Section 54956.9)
June 2, 2025 Claim from Unispec Construction, Inc.
CS-2. PUBLIC EMPLOYEE APPOINTMENT/RECRUITMENT
(Pursuant to Government Code Section 54957(b)(1))
Position Title: City Manager
OPEN SESSION TO BEGIN AT 5:00 P.M.
PLEDGE OF ALLEGIANCE
July 9, 2025 | 2
ROLL CALL
ORAL COMMUNICATIONS (Time Limit: 5 Minutes Each)
Time has been reserved at this point in the Agenda for persons wishing to speak on any item that is not listed on the Agenda. By law, the City Council is prohibited from taking action on such oral comments. The matter will be automatically referred to staff for appropriate response or action or will be placed on the Agenda of a future meeting.
Matters listed on the Agenda may be addressed either at this time or at the time they are before the City Council for discussion.
CONSENT CALENDAR
All matters listed under Consent Calendar will be acted upon by one motion affirming the action recommended on the Agenda. There will be no separate discussion on these items prior to voting unless members of the City Council, Staff, or the public request that specific items be removed from the Consent Calendar for separate action. Any member of the public who wishes to discuss a Consent Calendar item should come forward to the microphone and, upon recognition by the Mayor, state their name, address, and the item number.
1. Approval of Council Minutes
It is recommended that the City Council approve the Minutes of the June 3, 2025, Regular Meeting of the City Council.
2. Adopt a Revised Resolution Identifying the Road Repair and Accountability Act List (SB 1) of Projects for Fiscal Year 2025-26 It is recommended that the City Council adopt a revised resolution to identify a list of projects to be funded by Senate Bill 1 (SB 1), The Road Repair and Accountability Act, for Fiscal Year 2025-26.
3. 4th Annual Festival of Nations Contracts and Street Closures Recommendation that the City Council take the following actions:
1. Approve and authorize the Interim City Manager to execute agreements and related documents with James Events Productions, Inc. for the provision of vendor booths, amusement rides, attractions, and game booths for the Festival of Nations event on September 20, 2025; and
2. Adopt a Resolution approving street closures for the Festival of Nations Parade to be held on Saturday, September 20, 2025, along Walker Street.
July 9, 2025 | 3
PUBLIC HEARINGS
None Scheduled.
REGULAR ITEMS
4. Body-Worn Camera and In-Car Video System Vendor Change It is recommended that the City Council approve and authorize the Interim City Manager, or designee, to execute an agreement with Motorola Solutions, Inc. (Watch Guard) to provide the La Palma Police Department with Body-Worn Camera and In-Car video systems.
5. Council Member Request: Veteran's Day Event
It is recommended that the City Council discuss and provide direction to staff on hosting a Veterans Day community event.
CITY MANAGER REMARKS
CITY ATTORNEY REMARKS
ADJOURNMENT
NOTE: As a general rule, staff reports or other written documentation have been prepared or organized with respect to each item of business listed on the agenda. Copies of these materials and other disclosable public records distributed to all or a majority of the members of the City Council in connection with an open session item on the agenda are on file and available for inspection with the Office of the City Clerk, City Hall, 7822 Walker Street, during regular business hours 7:30 A.M. to 6:30 P.M., Monday through Thursday. If such writings are distributed to members of the Council on the day of a City Council meeting, the writings will be available at the entrance to the City Council Chambers. If you have any questions regarding any item of business on the agenda for this meeting, any of the staff reports, or other documentation relating to any agenda item, please contact the City Clerk at (714) 690-3334.
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, you should contact the City Clerk at (714) 690-3334. Notification 48 hours prior to the meeting will enable the City to
July 9, 2025 | 4
make reasonable accommodations to ensure accessibility to this meeting.
Agenda Item No. 1 July 9, 2025 | 1
City of La Palma
Agenda Item No. 1
MEETING DATE: July 9, 2025
TO: City Council
FROM: Interim City Manager
SUBMITTED BY: Norma I. Alley, City Clerk
AGENDA TITLE: Approval of Council Minutes
RECOMMENDED ACTION:
It is recommended that the City Council approve the Minutes of the June 3, 2025, Regular Meeting of the City Council.
FISCAL IMPACT:
None.
ATTACHMENTS:
1. City Council Minutes 6-3-2025
MINUTES OF THE REGULAR MEETING
OF THE LA PALMA CITY COUNCIL
June 3, 2025
CALL TO ORDER: Mayor Waldman called the Regular Meeting of the La Palma City Council to order at 5:31 p.m. in the Council Chambers of La Palma City Hall, 7822 Walker Street, La Palma, California, with Council Member Keo Conklin being absent.
CLOSED SESSION
CS-1. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION (Pursuant to paragraph (1) of subdivision (d) of California Government Code Section 54956.9)
Claim No. CJP-3053039, regarding driver fatality
Claimant: David Casey, Sarah Miro, and Daniel White
CS-2. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION (Pursuant to paragraph (1) of subdivision (d) of California Government Code Section 54956.9)
Claim No. CJP-3054120, regarding vehicle damage
Claimant: Thoi Nguyen
CS-3. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION,
INITIATION OF LITIGATION
(Pursuant to Government Code Section 54956.9(d)(4)): One case CS-4. PUBLIC EMPLOYEE APPOINTMENT/RECRUITMENT
(Pursuant to Government Code Section 54957(B)(1))
Position Title: City Manager
Mayor Waldman recessed to Closed Session at 5:32 p.m.
Mayor Waldman adjourned Closed Session at 6:17 p.m.
City Council Meeting
June 7, 2025
OPEN SESSION TO BEGIN AT 6:30PM
Mayor Waldman reconvened in Open Session at 6:30 p.m. and asked for a report out of Closed Session.
City Attorney Thind announced that on Item CS-1, the City Council voted 4-0 to reject the claim with Council Member Keo Conklin being absent; on item CS-2, the City Council voted 4-0 to reject the claim with Council Member Keo Conklin being absent; and that there were no reportable actions on Items CS-3 and CS-4.
PLEDGE OF ALLEGIANCE: Sean Ho and Gabriel Sanchez, Troop 650 Eagle Scouts
INVOCATION: Pastor Steve Bland, La Palma Christian Center ROLL CALL: Council Members
Council Members present: Council Member Baker, Council Member V. Patel, Mayor Pro Tem N. Patel, and Mayor Waldman
Council Members absent: Council Member Keo Conklin
City Officials present: Joe Cisneros, Deputy City Manager Ajit Thind, City Attorney
Belinda Deines, Community Development & Public
Works Director
Joe Guerrero, Police Chief
Jake Chavira, Public Works Manager
Kimberly Kenney, City Clerk
PRESENTATIONS:
Mayor Pro Tem N. Patel presented a Certificate of Recognition to Jacob Callos, Head Coach of Sakada Boxing Club in recognition of being La Palma’s “Business of the Quarter”.
Mayor Pro Tem N. Patel presented two Proclamations to Sean Ho and Gabriel Sanchez in Recognition of Achieving the rank of Eagle Scout.
Mayor Pro Tem N. Patel presented a Proclamation to Pastor Steve Bland of La Palma Christian Center in Recognition of their 75th Anniversary.
City Council Meeting
June 7, 2025
Mayor Pro Tem N. Patel presented a Proclamation to the Orange County Black Chamber of Commerce CEO Bobby McDonald in Recognition of Juneteenth.
Deputy City Manager Cisneros introduced Bayron Martinez as La Palma’s new Water Service Worker.
Mayor Waldman and the City Council presented a Proclamation and Plaque to outgoing City Clerk Kenney in recognition of her years of dedicated service.
Bonni Pomush, CEO of Working Wardrobes, gave a presentation on her company mission and services offered to the public.
ORAL COMMUNICATIONS
Abe Waheed, a La Palma resident, addressed the City Council regarding the upgrades he's made to his home; his opposition to the notice of violation that he received; and was opposed to the term "violation" when requesting residents to address issues on their property.
Karen Zigorski, a La Palma resident, addressed the City Council regarding her aerobics class being cancelled because of the notification of the floors in the Community Center room they were using needing to be cleaned; that upon returning, she noticed the floors had not been cleaned; and would like a response from the City Council.
CONSENT CALENDAR
1. Waive the Reading of All Ordinances
Waive the reading of all Ordinances in their entirety and read by title only.
2. Approval of Council Minutes
Minutes of the May 6, 2025, Regular Meeting of the City Council.
3. Approval of Register of Demands
Adopt Resolution No. 2025-28 approving the Registers of Demands for May 20, 2025, and June 3, 2025.
4. Resolution Authorizing Signatories for the Deposit, Investment, and Payment of Public Funds in the Local Agency Investment Fund (LAIF)
City Council Meeting
June 7, 2025
Adopt Resolution No. 2025-29 that updates and authorizes the allowed signatories for the deposit, investment, and payment of public funds in the Local Agency Investment Fund (LAIF).
5. Ratification of an Award of Contract to Big Ben Engineering for Emergency Water Infrastructure Repairs.
Authorize the Interim City Manager, or designee, to ratify the award of a contract in the amount of $60,078.77 to Big Ben Engineering for the completion of emergency water infrastructure repairs.
6. 2025 Annual Water Quality Report
Receive and file the Draft 2025 Annual Water Quality Report and direct staff to distribute the report to the City of La Palma residents.
7. Award of Contract to JL Design, LLC, for SCADA Server Improvements.
Approve and authorize the Interim City Manager, or designee, to execute an Agreement with JDL Design, LLC, for the City Yard Water Production and Distribution Supervisory Control and Data Acquisition (SCADA) system server upgrade including software engineering and commissioning services.
8. Annual Measure M2 Eligibility Submittal Package for Fiscal Year 2025-26
1. Adopt the Measure M (M2) Seven-Year Capital Improvement Program (Fiscal Year 2025-26 through Fiscal Year 2031-32);
2. Adopt Resolution No. 2025-30 for Circulation Element Consistency with the Master Plan of Arterial Highways (MPAH), and Mitigation Fee Program for the Measure M (M2) Program (Attachment 1); and
3. Authorize the Community Development & Public Works Director to submit the City's Measure M2 Eligibility Package to the Orange County Transportation Authority (OCTA).
10. Award Agreement to Roy Allan Slurry Seal, Inc. for the City Project No. ST-367 La Palma Avenue Slurry Seal Improvements
11. Authorize the Interim City Manager, or designee, to execute an agreement award to the low bidder, Roy Allan Slurry Seal, Inc. for the ST-367, La Palma Avenue Slurry Seal Improvements in the amount of $254,208.
Amendment to Landscape Maintenance Agreement with Caltrans for SR-91 Right-of-Way at Walker Street (Digital Display Billboard at 6951 Walker Street)
City Council Meeting
June 7, 2025
12. Approve and authorize the execution of the amended Landscape Maintenance Agreement with the California Department of Transportation (Caltrans) for the maintenance of landscape and irrigation for a portion of SR-91 Freeway Rightof-Way at Walker Street Consideration of Anaheim Union High School District School Resource Officer Agreement
Approve and authorize the Interim City Manager or their designee to execute all required documents to receive direct funding from the Anaheim Union High School District School, and execute the Agreement with the Anaheim Union High School District School to support the School Resource Officer program.
Council Member Baker made a motion to approve Consent Calendar Items 1-8 and 10-12.
The motion was seconded by Council Member V. Patel and carried on the following vote:
AYES: Council Member Baker, Mayor Pro Tem N.
Patel, Council Member V. Patel, and Mayor
Waldman
NOES:
ABSENT:
None
Council Member Keo Conklin
ITEMS PULLED FROM CONSENT CALENDAR:
9. Award Agreement to Roy Allan Slurry Seal, Inc for Residential Zone 4 Slurry Seal Improvements, City Project No. ST-372
Council Member Baker requested to have this time pulled to have the matter voted on separately as she lives in Zone 4 and prefers to recuse herself to avoid any perceived conflict of interest.
Authorize the Interim City Manager, or designee, to execute an agreement to award to the low bidder, Roy Allan Slurry Seal, Inc. for the ST-372, Residential Maintenance Zone 4 Slurry Seal Improvements in the amount of $173,446.24; and appropriate $50,000 of Gas Tax funds for cost savings from the La Palma Slurry Seal Project.
City Council Meeting
June 7, 2025
Mayor Pro Tem N. Patel made a motion to approve Consent Calendar Item 9.
The motion was seconded by Council Member V. Patel and carried on the following vote:
AYES: Mayor Pro Tem N. Patel, Council Member V.
Patel, and Mayor Waldman
NOES:
RECUSED:
ABSENT:
None
Council Member Baker
Council Member Keo Conklin
PUBLIC HEARINGS
13. Report on City of La Palma’s Staff Vacancies, and Recruitment and Retention Efforts in Compliance with Assembly Bill (AB) 2561 (Gov. Code § 3502.3) Deputy City Manager Cisneros gave the Staff Report.
Mayor Waldman opened the public hearing at 7:35 p.m.
Public Input:
No members of the public wished to speak.
Council Comments and Questions:
None.
Mayor Waldman closed the Public Hearing at 7:36 p.m.
By consensus, the City Council agreed to receive and file the report on City of La Palma’s Staff Vacancies, and Recruitment and Retention Efforts in Compliance with Assembly Bill (AB) 2561 (Gov. Code § 3502.3).
14. Adoption of the Fiscal Year 2025-26 Operating and Capital Improvement Program Budgets and Appropriations Limit.
Mayor Waldman opened the Public Hearing at 7:37 p.m.
Deputy City Manager Cisneros introduced the item and Financial Consultant
City Council Meeting
June 7, 2025
Matsumoto gave the Staff Report.
Public Input:
No members of the public wished to speak
Council Comments and Questions:
None
Mayor Waldman closed Public Hearing 7:40 p.m.
Mayor Pro Tem N. Patel made a motion to adopt Resolution No. 2025-31 approving the Fiscal Year 2025-26 Budget.
The motion was seconded by Council Member Baker and carried on the following vote:
AYES: Council Member Baker, Mayor Pro Tem N.
Patel, Council Member V. Patel, and Mayor
Waldman
NOES:
ABSENT:
None
Council Member Keo Conklin
Mayor Pro Tem N. Patel made a motion to adopt Resolution No. 2025-32 approving the Annual Appropriations Limit for Fiscal Year 2025-26.
The motion was seconded by Council Member Baker and carried on the following vote:
AYES: Council Member Baker, Mayor Pro Tem N.
Patel, Council Member V. Patel, and Mayor
Waldman
NOES:
ABSENT:
None
Council Member Keo Conklin
City Council Meeting
June 7, 2025
REGULAR ITEMS
15. Annual Military Equipment Report, Per Assembly Bill (AB) 481 Police Captain Amend gave the Staff Report.
Public Input:
No members of the public wished to speak
Council Comments:
None.
Mayor Pro Tem N. Patel made a motion to adopt Resolution No. 2025-33 approving the renewal of the Annual Military Equipment Report pursuant to Ordinance 2022-03 in compliance with Assembly Bill (AB) 481.
The motion was seconded by Council Member Baker and carried on the following vote:
AYES: Council Member Baker, Mayor Pro Tem N.
Patel, Council Member V. Patel, and Mayor
Waldman
NOES:
ABSENT:
None
Council Member Keo Conklin
16. Council Member Request - 4th Annual Festival of Nations Rescheduling Discussion
Mayor Pro Tem N. Patel requested to bring this matter back to the City Council to review options as to evaluate the possibility of rescheduling this event.
Deputy City Manager Cisneros gave the Staff Report.
Discussion ensued regarding the cost of $50 thousand to reschedule this event; that the cost is a deterrent; that the City already paid $50 thousand and could not recoup its monies; that this is not a budgeted line item; that Mayor Pro Tem N.
Patel is in favor of it, but would like to hear from the other Council Members; that these funds would come from our surplus; that this is La Palma's signature event and that the community would love to reschedule; that although it would use surplus funds, it is the City's 70th anniversary and garners Council Member Baker,
City Council Meeting
June 7, 2025
Mayor Pro Tem N. Patel, and Mayor Waldman's support; and that this event is for the residents and showcases the variety of cultures in La Palma.
Public Input:
Karen Zigorski, a La Palma resident, addressed the City Council regarding her recommendation to simply reschedule the event for next year; that the time frame has passed; and that doing it next year would allow enough notice to the public.
Discussion further ensued regarding the time allotted to get notification out to the community; that Supervisor Adams responded that September is a hotter month and Santa Ana winds typically affect the air quality with potential fires; that those matters would need to be taken into consideration; and that staff received confirmation from the parade attendees that they would like to come back for the parade.
Abe Waheed, a La Palma resident, addressed the City Council in support of rescheduling the Festival of Nations to September of this year.
Mayor Pro Tem N. Patel made a motion to reschedule the Festival of Nations event to September, 2025.
The motion was seconded by Council Member Baker and carried on the following vote:
AYES: Council Member Baker, Mayor Pro Tem N.
Patel, Council Member V. Patel, and Mayor
Waldman
NOES:
ABSENT:
None
Council Member Keo Conklin
COUNCIL MEMBER AB1234 REPORTS, REPORTS FROM CITY-AFFILIATED
COMMITTEES, AND COUNCIL REMARKS
Council Member V. Patel attended the City Selection Committee Meeting; La Palma Christian Center's 75th Anniversary Celebration; La Palma's Memorial Day Ceremony; congratulated the Eagle Scouts on their achievements; and thanked City Clerk Kenney for her years of dedicated service.
Council Member Baker attended the Police Interaction with Youth (PIY) graduation ceremony at Los Coyotes Elementary School; the Orange County Mosquito and Vector Control District (OCMVCD) Joint Committee Meeting; the Orange County Sanitation
City Council Meeting
June 7, 2025
District (OC San) Operations Committee Meeting; the League of California Cities (Cal Cities) Orange County Division Board of Directors Meeting; OCMVCD Board of Trustees Meeting; La Palma Christian Center’s 75th Anniversary Celebration; the Cal Cities Sales & Use Tax Webinar; the Orange County Council of Governments (OCCOG) Board of Directors Meeting; La Palma's Memorial Day Ceremony; the Economic Development & Land Use Ad-Hoc Meeting; the OC San Board of Directors Meeting; Senator Tony Strickland’s District Office Open House; congratulated the Eagle Scouts for their achievements; congratulated Sakada Boxing Club for being La Palma's business of the quarter; welcomed Water Worker Martinez; and thanked City Clerk Kenney for her years of dedicated service.
Mayor Pro Tem N. Patel attended the Orange County Fire Authority's (OCFA) Budget and Finance Committee meeting; La Palma Christian Center’s 75th Anniversary Celebration; Orange County First District Supervisor Nguyen's Asian American Pacific Islander (AAPI) Award Ceremony where he was recognized; the OCFA Executive Committee Meeting; the OCFA Board of Directors meeting; the La Palma Memorial Day Ceremony; the Economic Development & Land Use Ad-Hoc Meeting;; congratulated the Eagle Scouts for their achievements; congratulated Sakada Boxing Club for being La Palma's business of the quarter; welcomed Water Worker Martinez; and thanked City Clerk Kenney for her years of dedicated service.
Mayor Waldman attended the La Palma Memorial Day Ceremony.
CITY MANAGER REMARKS
Deputy City Manager Cisneros reminded the City Council and the public that there will be no City Council meeting in July; that the next regular meeting is scheduled for August 5, 2025; announced the upcoming annual July 4th Run for Fun and Concerts in the Park following that event; and closed by thanking City Clerk Kenney for her years of dedicated service.
CITY ATTORNEY REMARKS
City Attorney Thind had nothing to report.
ADJOURNMENT
Mayor Waldman adjourned the Regular Meeting of the City Council at 8:01 p.m.
City Council Meeting
June 7, 2025
_________________________
Mark I. Waldman
Mayor
ATTEST:
_________________________
Norma I. Alley, MMC
City Clerk
Agenda Item No. 2 July 9, 2025 | 1
City of La Palma
Agenda Item No. 2
MEETING DATE: July 9, 2025
TO: City Council
FROM: Interim City Manager
SUBMITTED BY: Belinda Deines, Community Development and Public Works Director Douglas Benash, City Engineer
AGENDA TITLE: Adopt a Revised Resolution Identifying the Road Repair and Accountability Act List (SB 1) of Projects for Fiscal Year 2025-26 RECOMMENDED ACTION:
It is recommended that the City Council adopt a revised resolution to identify a list of projects to be funded by Senate Bill 1 (SB 1), The Road Repair and Accountability Act, for Fiscal Year 2025-26.
SUMMARY:
On May 6, 2025, the City Council approved Senate Bill 1 (SB1) project list Resolution 25-23 as required by Caltrans. City staff submitted the resolution and data through CalSMART and the State provided comments and minor corrections to the Resolution. The Resolution is required to identify the specific location limits for the projects along with the City's street maintenance zone map attached as an exhibit. City staff has revised the Resolution (Attachment 1) with the requested amendments, which have been reviewed by the State.
On April 28, 2017, the Governor signed SB 1, known as the Road Repair and Accountability Act of 2017 to address basic road maintenance, rehabilitation, and critical safety needs on both the state highway and local streets and road system. SB 1 increased per gallon fuel excise taxes; increased diesel fuel sales taxes, vehicle registration fees, and provides for inflationary adjustments to tax rates in future years. SB 1 emphasizes the importance of accountability and transparency in the delivery of California’s transportation programs. As such, the City must adopt a list of all projects proposed to receive funding from the Road Maintenance and Rehabilitation Account (RMRA), created by SB 1 by resolution, which must include a description and location of each proposed project, a proposed schedule for the project’s completion, and the estimated useful life of the improvement.
In prior years, the City of La Palma (City) allocated funding to ensure its residential and arterial streets were maintained to the highest standards. This resulted in the City receiving an excellent Pavement Condition Index rating of 90+ seven (7) years ago. Currently, the City’s PCI for both residential and arterial roadways is 85+ due to a 1 point plus or minus of annual degradation each year of the pavement surface. As such, the law provides that the City may spend its apportionment of funds on transportation priorities other than the primary priorities outlined in the law if the City’s average Pavement Condition Index (PCI) meets or exceeds 80. The Public Works Department intends to list
Agenda Item No. 2 July 9, 2025 | 2
all the City’s road projects for FY 2025-26, including street medians, allowing flexibility for how the City utilizes its SB1 funding. The projects identified are as follows:
• $2,500,000: Arterial Median Rehabilitation (City Wide) • $150,000: Residential Pavement Zone 4 (Area west of Walker, east of Moody, south of Houston, north of SCE ROW)
• $1,140,000: Del Amo Bridge (Design, Engineering, & Environmental) • $200,000: Thermal-plastic Striping (City Wide)
• $200,000: La Palma Avenue Slurry Seal (East City Limits to West City Limits) Upon City Council approval of the attached Resolution, staff will upload the project list to the required CalSMART online project progress reporting tool site.
FISCAL IMPACT:
The City has received SB1 funds from FY 2017-18, which are held in a special revenue account and utilized for roadway projects. It is expected that the City will receive approximately $421,770 in RMRA funds for FY 2025-26. RMRA funds will be allocated to one or more of the projects above as part of the Capital Improvement Budget for FY 2025-26, including any carried-over projects and funds from the current fiscal year.
ATTACHMENTS:
1. La Palma SB 1 RMRA Resolution FY 25-26
Resolution No. 2025-__
RESOLUTION NO. 2025-__
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LA
PALMA, CALIFORNIA, APPROVING THE LIST OF STREETIMPROVEMENT PROJECTS TO BE FUNDED BY SB1 WHEREAS, Senate Bill 1 (SB 1), the Road Repair and Accountability Act of 2017, (Chapter 5, Statutes of 2017) was passed by the Legislature and Signed into law by the Governor in April 2017 to address the significant multi-modal transportation funding shortfalls statewide; and
WHEREAS, SB 1 includes accountability and transparency provisions that will ensure the residents of our City are aware of the projects proposed for funding in our community and which projects have been completed each fiscal year; and WHEREAS, the City must adopt a list of all projects proposed to receive funding from the Road Maintenance and Rehabilitation Account (RMRA) created by SB 1 resolution, which must include a description and the location of each proposed project, a proposed schedule for the project’s completion, and the estimated useful life of the improvement; and
WHEREAS, the City will receive an estimated $421,770 in RMRA funding in Fiscal Year 2025-26 from SB 1; and
WHEREAS, this is the ninth year in which the City is receiving SB 1 funding and will enable the City to continue essential road maintenance and rehabilitation projects, safety improvements, repairing and replacing aging bridges, and increasing access and mobility options for the traveling public that would not have otherwise been possible without SB 1; and
WHEREAS, the City has undergone a robust public process to ensure public input into the community’s transportation priorities, the project list during annual budget meetings; and
WHEREAS, the City used its Arterial and Residential Pavement Management Plans to develop the SB 1 project list to ensure revenues are being used on the most high-priority and cost-effective projects to meet the communities priorities for transportation investment; and
WHEREAS, the funding from SB 1 will help the City maintain and rehabilitate at least one major arterial street in the City this year and many similar projects into the future; and
WHEREAS, the 2018 California Statewide Local Streets and Roads Needs Assessment found that the City’s streets and roads are in excellent condition and this
Resolution No. 2025-__
revenue will help us improve the overall quality of our road system and over the next decade ensure our streets and roads maintain their excellent condition; and WHEREAS, the SB 1 project list and overall investment in the City’s local streets and roads infrastructure will provide a focus on basic maintenance and safety for street infrastructure by using cutting-edge technology, materials, and practices, SB 1 funding will have significant and positive benefits for the City of La Palma.
NOW, THEREFORE, The City Council of the City of La Palma does hereby resolve as follows:
SECTION 1. The Fiscal Year 2025-26 authorized budget will incorporate the following list of projects to be partially funded with Road Maintenance and Rehabilitation Account revenues:
Project: Arterial Street Medians – On La Palma Ave from ECL to WCL; Moody St from SCL to Houston; Walker St
from Orangethorpe to Bransford.
Rehabilitation including curb repairs, tree and
landscape removal, irrigation, hard and soft scape
installation, Estimated Cost $2,500,000
Estimated Useful Life: 15 - 20 Years
Estimated Completion: July 2025
Project: Residential Pavement Zone 4 – See Attached Map (Exhibit “A”)
Rehabilitation including crack sealing, dig-outs, and
slurry seal, Estimated Cost $150,000
Estimated Useful Life: 7 - 10 Years
Estimated Completion: Summer 2025
Project: Thermal-Plastic Striping in all Maintenance Zone – See Attached Map (Exhibit A)
Estimated Useful Life: 5 - 7 Years
Estimated Completion: December 2025
____________________________________________________________________ Project: Del Amo Bridge (Design, Engineering, & Environmental) Estimated Useful Life: 30 – 50 Years
Estimated Completion: June 2026
Resolution No. 2025-__
Project: La Palma Avenue Slurry Seal (East City Limits to West City Limits)
Maintenance including crack sealing, dig-outs, and
slurry seal
Estimated Useful Life: 7 – 10 Years
Estimated Completion: Summer 2025
____________________________________________________________________ SECTION 2. The City Manager, for the purpose of administrative necessity in implementing the budget, shall have the authority to transfer monies to the appropriate item, account, program, or fund to cover expenditures that have been approved by the City Council, except where such transfer is expressly prohibited in a resolution or ordinance approved by the City Council, such as utility replacement funds.
APPROVED AND ADOPTED by the City Council of the City of La Palma at a special meeting held on the 9th day of July, 2025.
__________________________
Mark I. Waldman
Mayor
ATTEST:
_____________________________
Norma I. Alley, MMC
City Clerk
Resolution No. 2025-__
EXHIBIT “A”
Resolution No. 2025-__
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) SS
CITY OF LA PALMA )
I, NORMA I. ALLEY, MMC, City Clerk of the City of La Palma, California, DO HEREBY CERTIFY that the foregoing resolution was adopted by the City Council of said City at a special meeting of said City Council held on the 9th day of July, 2025, and that it was so adopted by called vote as follows:
AYES:
NOES:
___________________________
Norma I. Alley. MMC
City Clerk
Agenda Item No. 3 July 9, 2025 | 1
City of La Palma
Agenda Item No. 3
MEETING DATE: July 9, 2025
TO: City Council
FROM: Interim City Manager
SUBMITTED BY: Joseph Cisneros, Deputy City Manager
jaNell Adams, Community Services Supervisor
AGENDA TITLE: 4th Annual Festival of Nations Contracts and Street Closures RECOMMENDED ACTION:
Recommendation that the City Council take the following actions:
1. Approve and authorize the Interim City Manager to execute agreements and related documents with James Events Productions, Inc. for the provision of vendor booths, amusement rides, attractions, and game booths for the Festival of Nations event on September 20, 2025; and
2. Adopt a Resolution approving street closures for the Festival of Nations Parade to be held on Saturday, September 20, 2025, along Walker Street.
SUMMARY:
The 4th Annual Festival of Nations and Parade, originally scheduled for April 26, 2025, was canceled due to inclement weather and safety concerns. At the May 6 City Council meeting, Mayor Pro Tem Patel requested staff to explore rescheduling the event. After confirming availability with vendors and parade participants, staff proposed Saturday, September 20, 2025, as the most viable date. All vendors, including James Event Company (festival vendor for rides and attractions), confirmed availability, and a large majority of the parade participants expressed interest and availability. AT the June 3 City Council meeting, the City Council approved the new date and directed staff to move forward with contracts and promotions.
Festival Rides & Attractions Agreements
To help create a vibrant and festive atmosphere, the City has finalized an agreement with James Events Productions, Inc., a longtime partner that has provided high-quality amusement rides, interactive games, and attractions for attendees of all ages since the event's inception. The total cost for their services at the rescheduled event, including a 10% discount, is $37,404 (Attachment 1), Street Closures
Additionally, staff is requesting the City Council’s approval for street closures for the Festival of Nations Parade on September 20, 2025. Per state and local regulations, arterial road closures must be publicly posted at least 30 days prior to the event.
For the Festival of Nations Parade on Saturday, September 20, 2025, the following closures are requested: Walker Street from Conifer Drive to La Palma Avenue and Houston Avenue, along with
Agenda Item No. 3 July 9, 2025 | 2
several adjacent streets along the parade route, will be closed to general traffic, allowing only emergency and event-related access. A full list of closures is provided in Attachment 1 to the resolution (Attachment 2).
FISCAL IMPACT:
The total cost of $37,404 for James Events Productions, Inc. services falls within the Adopted Fiscal Year (FY) 2025-2026 event budget. The combined cost of street closures will be approximately $2,600 for Police Department and $1,000 for Public Works, totaling $3,600. There are sufficient funds budgeted to cover the cost of the event and street closures. The estimated total cost to hold the Festival of Nations event and parade, including staff time, is approximately $50,000 which is budgeted in the Adopted FY 2025-2026 Budget.
ATTACHMENTS:
1. James Event Contracts SEPT '25
2. Resolution - Street Closure Reschedule Event
Resolution No. 2025-__
RESOLUTION NO. 2025-__
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF LA PALMA APPROVING 2025 STREET
CLOSURE FOR ONE CITY SPECIAL EVENT
WHEREAS, the City Council adopted Resolution 2025-10 on March 4, 2025, approving 2025 Street Closures for four special events; and WHEREAS, one of the events that was listed – the Festival of Nations – was cancelled due to inclement weather and has been rescheduled to September 20, 2025; and
WHEREAS, the rescheduled Festival of Nations does hereby require street closures; and
WHEREAS, the California Vehicle Code pertaining to the Regulation of Highways requires that the local authority designate, by resolution, authorize the temporary closing of any street; and
WHEREAS, the La Palma Community Services Department has reviewed and approved the recommended street closures; and
NOW, THEREFORE, BE IT RESOLVED that the City of La Palma hereby approves the street closure schedule for the rescheduled Festival of Nations Parade event as detailed in the attached street closure schedule as incorporated herein by this reference.
APPROVED AND ADOPTED by the City Council of the City of La Palma at a Special meeting held on the 9th day of July, 2025.
________________________________
Mark I. Waldman
Mayor
ATTEST:
______________________________
Norma I. Alley, MMC
City Clerk
Resolution No. 2025-__
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) SS
CITY OF LA PALMA )
I, NORMA I. ALLEY, MMC, City Clerk of the City of La Palma, California, DO HEREBY CERTIFY that the foregoing resolution was adopted by the City Council of said City at a special meeting of said City Council held on the 9th day of July 2025, and that it was so adopted by called vote as follows:
AYES:
NOES:
___________________________
Norma I. Alley, MMC
City Clerk
Agenda Item No. 4 July 9, 2025 | 1
City of La Palma
Agenda Item No. 4
MEETING DATE: July 9, 2025
TO: City Council
FROM: Interim City Manager
SUBMITTED BY: Jesse Amend, Police Captain
AGENDA TITLE: Body-Worn Camera and In-Car Video System Vendor Change RECOMMENDED ACTION:
It is recommended that the City Council approve and authorize the Interim City Manager, or designee, to execute an agreement with Motorola Solutions, Inc. (Watch Guard) to provide the La Palma Police Department with Body-Worn Camera and In-Car video systems.
SUMMARY:
At the June 4, 2024, City Council Meeting, the Council approved a 5-year agreement with LensLock, Inc. for the Police Department’s in-car video systems and the implementation of a body-worn camera program for all field officers. While LensLock assured staff that key system functions would support necessary operations, the system has fallen short in several critical areas—either proving nonfunctional or significantly limited—including:
• Mute Functionality: The system was expected to include a feature allowing either the mute button to be disabled or a momentary mute function requiring officers to hold the button down to remain muted. This was intended to prevent accidental muting during critical interactions.
However, this functionality is currently unavailable.
• CAD/RMS Tagging and Labeling: The system was expected to integrate with the report-writing software to automatically tag and label videos with case numbers. While partial integration exists, it has proven unreliable, requiring officers to spend significant time manually tagging and labeling videos, which impacts overall efficiency.
• Pre-Record Capability: The system was expected to include a one-minute pre-record buffer (video-only) to capture critical moments leading up to an incident, such as traffic stops or use of force encounters. However, the system only supports a 30-second pre-record with no option to extend it to one minute.
• Direct Evidence Submission to the District Attorney’s Office: The system was expected to support electronic evidence submission through coordination with the District Attorney’s Office. However, no functionality currently exists to support this integration. • In-Car Video System Limitations: The system does not support individual officer assignments for in-car video cameras, requiring officers to manually tag and label all recorded footage since videos are not automatically linked to the assigned officer. Additionally, this limitation necessitates granting officers access to all in-car camera footage, raising concerns about the security of sensitive information.
Agenda Item No. 4 July 9, 2025 | 2
• Interview Room Recording Issues: The system was intended to provide audio and video recording capabilities for the department’s interview room. Despite installation and troubleshooting efforts, it continues to perform inconsistently, often capturing audio without video or video without audio.
Due to these significant issues, staff found it necessary to seek a new Body-Worn Camera & In-Car Video vendor to meet the Police Department’s needs, while factoring cost, features, customer service, ease of use, and evidence management.
Following discussions with qualified vendors, staff identified Motorola Solutions, Inc. (WatchGuard) as a suitable replacement. Staff also consulted with neighboring agencies currently using the WatchGuard system, including the Brea Police Department, which operates WatchGuard in conjunction with a CAD/RMS system, Motorola Flex, which the La Palma Police Department also uses. This evaluation highlighted the following key advantages of WatchGuard:
• Mute Functionality: WatchGuard allows either disabling mute or enabling momentary mute, preventing accidental muting.
• Seamless CAD/RMS Integration: WatchGuard’s system is fully integrated with Flex, ensuring automatic tagging and labeling of BWC footage.
• Pre-record Capability: WatchGuard allows for the one minute pre-record, allowing for the capture of critical moments leading to an incident.
• Enhanced In-Car Video Synchronization: The in-car camera system syncs with the assigned officer’s body camera, ensuring automated tagging and labeling without requiring manual input. Additionally, only the assigned officer can view their recorded footage, addressing security concerns.
• Removable and Rechargeable Batteries: WatchGuard body-worn cameras are equipped with removable batteries, and officers are provided an extra battery to support continuous recording. Batteries can be swapped in the field and charged in patrol vehicles. In comparison, the current system does not offer removable batteries, requiring officers to return to the station to recharge the devices.
• Direct Integration with the DA’s Office: Motorola has an established partnership with the District Attorney’s Office, enabling electronic submission of evidence. The company has also been transparent throughout the implementation process and is actively working on requested enhancements.
Additionally, staff explored a contract with Axon Enterprise, Inc. as a possible vendor. A five-year contract with Axon, was estimated at $372,957 approximately $81,749 more than Lenslock's contract and $141,162 more than WatchGuard's contract.
Given these factors, WatchGuard provides enhanced functionality, efficiency, and security, significantly reducing the time required by officers and records personnel to tag and retrieve videos.
Additionally, as both WatchGuard and Flex are Motorola products, they offer seamless integration without the need for additional modules or other add-ons. Staff is recommending a 5-year agreement with Motorola WatchGuard, and subsequently, transitioning away from the current agreement with LensLock.
FISCAL IMPACT:
Switching to Motorola Solutions Inc. WatchGuard would reduce costs over five years. While the firstyear cost is higher, annual renewals are significantly lower. The grand total five-year cost for WatchGuard is approximately $232,796 compared to $291,208 with Lenslock, resulting in a net
Agenda Item No. 4 July 9, 2025 | 3
savings of approximately $58,412 over the contract term.
Vendor Year 1 Year 2 Year 3 Year 4 Year 5 Total
WatchGuard $78,490 $38,576 $38,576 $38,576 $38,576 $232,795 LensLock $63,442 $56,942 $56,942 $56,942 $56,942 $291,208 Difference $15,048 ($18,365) ($18,365) ($18,365) ($18,365) ($58,412) The Adopted Fiscal Year 2025-26 Budget includes funding to implement the body-worn camera program and in-car video system. Staff is also actively seeking additional funding, such as grants, to cover ongoing costs.
ATTACHMENTS:
1. Professional Services Agreement with Motorola 7-9-2025
402917.1
AGREEMENT FOR CONSULTANT SERVICES
Motorola Solutions, Inc
is entered into as of July 9, 2025, by and between the CITY OF LA PALMA, a municipal corporation (hereinafter, the and Motorola Solutions, Inc, a corporation (hereinafter, the The Consultant and the City are hereafter together referred to as and
RECITALS
A. The City requires the services of, and desires to retain, a consultant to perform the B. By virtue of the expertise, experience, and background, the Consultant is qualified to perform the Consultant Services for and on behalf of the City.
C. The City and the Consultant mutually desire to enter into this Agreement for the provision of the Consultant Services by the Consultant for and on behalf of the City, in accordance with the terms and conditions set forth herein.
EXECUTORY AGREEMENTS
NOW, THEREFORE, in consideration of the facts recited above and the covenants, conditions, and promises contained herein, the City and the Consultant mutually agree as follows:
1. RETENTION AND DUTIES OF CONSULTANT
1.1 Retention of Consultant. The City hereby retains the Consultant, and the Consultant accepts this retention from the City, to perform the Consultant Services as set forth in the Scope of Work
1.2 Time. Time is of the essence for this Agreement. The Consultant shall perform all Consultant Services, and each component thereof, within the time periods set forth in the Scope of Work.
1.3 Standard of Performance. The Parties mutually acknowledge that the City has retained the Consultant to perform the Consultant Services based upon the special skills, expertise, and experience of the Consultant. Accordingly, in performing the Consultant Services, the Consultant shall use the skill and care that a highly specialized professional with significant expertise in the field, would use under similar circumstances. To the extent that the Consultant retains sub-consultants or subcontractors to perform any portion of any of the Consultant Services, to the extent permitted hereunder, the Consultant has a duty to the City to ensure that the tasks and services performed by such sub-consultants and subcontractors meet the same highly specialized professional level, skill, and expertise expected of the Consultant.
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1.4 Licenses, Permits, Fees, and Approvals. The Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Consultant Services prior to commencing work. The Consultant and its employees, agents, and sub-consultants or subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required for the performance of the Consultant Services.
1.5 Personnel. The Consultant shall at all times allocate sufficient qualified personnel as required to perform the Consultant Services. The Consultant represents that the Consultant Services will be performed by the Consultant or under its direct supervision, and that all personnel engaged in such work shall be fully qualified and shall be authorized and permitted under applicable Federal, State and local law to perform such tasks and services. The Consultant shall pay all wages, salaries, and other amounts due to such personnel in connection with their performance of the Consultant Services and as required by law.
1.6 Materials. The Consultant shall equip itself with all necessary goods, materials, equipment and personal property to perform the services specified in this Agreement.
The Consultant shall at all times ensure that all goods, materials, equipment and personal property included within the Consultant Services shall be of good quality, fit for the purpose intended.
1.7 Warranty. By executing this Agreement, the Consultant warrants that the Consultant (i) has thoroughly investigated and considered the Consultant Services to be performed, (ii) has carefully considered how the Consultant Services should be performed, and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the Consultant Services.
1.8 Coordination With City. In the performance of the Consultant Services, the Consultant shall report to and receive instructions from the Chief of Police of the City or his or her designee Tasks or services other than those specifically described in the Scope of Work shall not be performed by the Consultant or any sub-consultant or subcontractor without the prior written approval of the Contract Administrator pursuant to Section 1.11 herein.
1.9 Subcontracting Prohibited. The Consultant shall not subcontract the performance of any of the Consultant Services without the prior written approval of the Contract Administrator.
1.10 Project Manager. The Consultant agrees that the following person shall be the project manager on behalf of the Consultant under this Agreement, and shall be principally responsible for performing the Consultant Services:
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Motorola Solutions, Inc
Notwithstanding the foregoing, the Parties acknowledge that persons other than the abovedesignated project manager of the Consultant may perform tasks or services under this Agreement if the performance of such tasks or services is under the supervision and control of the project manager. The Consultant shall not alter the assignment of the above-designated project manager without the prior written approval of the Contract Administrator.
1.11 Additional Services. If the City changes the scope of the Consultant Services to be performed by the Consultant, or if the Consultant is requested to perform services not
perform such services as are necessary to complete the work, and compensation for the work performed shall be paid by the City in accordance with the Budget and Fee Schedule attached and incorporated herein by this reference, or as otherwise may be agreed in writing by the City and the Consultant. It is expressly understood by the Consultant that the provisions of this Section 1.11 shall not apply to services specifically set forth in the Scope of Work or reasonably contemplated therein. The Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than the Consultant anticipates and that the Consultant shall not be entitled to additional compensation therefor. Unless contradictory of this Section 1.11, all provisions in this Agreement applicable to the performance of the Consultant Services shall also apply to the Additional Services.
1.12 Additional Terms.
this Agreement. To the extent there is a conflict of applicable terms between the MCA and any other provision of this Agreement, the MCA shall be subordinate.
2. COMPENSATION TO CONSULTANT
2.1 Payment by the City. The City shall pay to the Consultant for the performance of the Consultant Services compensation in accordance with the Budget and Fee Schedule attached hereto
2.2 Invoices. The Consultant shall invoice the City on a monthly basis for all work performed by the Consultant under this Agreement. Invoices shall include billings for all charges, including authorized direct costs incurred by the Consultant during the month covered by the invoice. All charges for labor or professional services shall describe with specificity the services rendered and shall set forth the number of hours worked and hourly rates in accordance with the Budget and Fee Schedule. Within thirty (30) days of receipt of an invoice, and upon determination by the City that the invoice is in order and that the Consultant has performed all requested or required services in a timely and competent manner, the City shall pay such invoice.
2.3 Record of Payment. The Consultant shall maintain records on all services for and charges to the City under this Agreement for a period of not less than twenty-four (24) months, or for any longer period required by law, after the termination of this Agreement, and make such records available for review and audit if requested by the City at any time during the term, or within twenty-four (24) months, or for any longer period required by law, after the termination of this Agreement. All such records shall be maintained in accordance with generally
402917.1 -4-
accepted accounting principles and shall be clearly identified and readily accessible.
Notwithstanding the foregoing, Consultant and its subcontractors shall not be obligated to create or maintain any documents not created or maintained in the ordinary course of business, nor shall Consultant or its subcontractors be obligated to disclose any information that it treats as confidential or proprietary in the ordinary course of its business.
3. LEGAL RESPONSIBILITIES
3.1 Compliance with Law. The Consultant shall keep fully informed of all Federal and State laws and regional, county, and municipal ordinances and regulations which may in any manner affect those employed by the Consultant or the performance by the Consultant of any tasks or services for or on behalf of the City. The Consultant shall at all times observe and comply with all such laws, ordinances, and regulations, and shall be responsible for the compliance therewith of all work and services performed by the Consultant by or on behalf of the City.
3.2 Independent Contractor. The Consultant is retained as an independent contractor only, for the sole purpose of rendering the Consultant Services, and is not an employee of the City. The City shall have the right to control the Consultant only as to results of the services rendered pursuant to this Agreement, and the City shall not have the right to control the means by which the Consultant accomplishes the services performed under this Agreement.
3.3 Non-Discrimination. The Consultant shall not discriminate against any employee or applicant for employment because of any impermissible classification pursuant to Federal or State law, including, but not limited to, race, color, religion, national origin, gender, physical or mental disability, age, military status, sexual orientation, gender identity, gender expression, or marital or familial status. The Consultant shall incorporate the foregoing provisions in all subcontracts.
3.4 Proprietary Information. This Agreement does not contemplate, authorize or support acquisition of custom hardware or software products or services. If Consultant and the City seek to contract for such products or services, they must use a separate contract or execute an amendment of this Agreement. All proprietary information developed by the Consultant in connection with, or resulting from, this Agreement, including but not limited to inventions, discoveries, improvements, copyrights, patents, maps, reports, textual material, or software programs, shall be the sole and exclusive property of the City, without restriction or limitation upon their use. The Consultant agrees that the compensation to be paid pursuant to this Agreement includes adequate and sufficient compensation for any proprietary information developed in connection with or resulting from the performance of the Consultant Services under this Agreement. The Consultant further understands and agrees that full disclosure of all proprietary information developed in connection with, or resulting from, the performance of services by the Consultant under this Agreement shall be made to the City, and that the Consultant shall do all things necessary and proper to perfect and maintain ownership of such proprietary information by the City. The Consultant hereby agrees to deliver such proprietary information to the City upon the expiration or termination of this Agreement. It is understood and agreed that the proprietary information prepared pursuant to this Agreement is prepared specifically for the City and is not necessarily suitable for any future or other use. The Parties agree that, until final approval by the City, all data, plans, specifications, reports, and other documents are confidential and will not be released to third parties without prior written consent of both Parties unless required by law.
402917.1 -5-
3.5 Patented and Copyright Materials. The Consultant shall assume all costs arising from the use of patented or copyrighted materials, including but not limited to equipment, devices, processes, and software programs, used or incorporated in the services or work performed by the Consultant under this Agreement. Pursuant to Section 3.7 herein, the Consultant shall indemnify, defend (with legal counsel acceptable to the City), and hold the City and its elected and appointed boards, members, officials, officers, agents, representatives, employees, and volunteers and all suits, actions, or proceedings of every nature for or on account of the use of any patented or copyrighted materials.
3.6 Prevailing Wages. The Parties have determined that prevailing wage laws do not apply to this Agreement because the Consultant Services do not include construction, alteration, demolition, installation,
prevailing wage laws (Lab. Code, § 1720 et seq.). Notwithstanding the foregoing, it is agreed by the Parties that, in connection with performance of the Consultant Services, including, without limitation, any and all public works (as defined by applicable law), the Consultant shall bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Pursuant to Section 3.7 herein, the Consultant shall indemnify, defend (with legal counsel acceptable to the City), and hold the City and City Personnel harmless from and against any liability, loss, damage, cost or expenses (including but not limited to inquiries or proceedings) arising from or related to (i) the noncompliance by the Consultant or any party performing the Consultant Services of any applicable local, state, and/or federal law, including, without limitation, any applicable federal and/or state labor laws (including, without limitation, the requirement to pay state prevailing wages and hire apprentices); (ii) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/or (iii) failure by the Consultant or any party performing the Consultant Services on the behalf to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law.
3.7 Indemnification.
3.7.1 Indemnification of the City. Except as set forth in subdivision 3.7.2, the Consultant shall indemnify, defend (with legal counsel acceptable to the City), and hold harmless the City and City Personnel from and against any and all actions, suits, claims, demands, judgments, attorneys fees, costs, damages to persons or property, losses by any person or entity arising out of the performance of any tasks or services for or on behalf of the City, whether or not there is concurrent active or passive negligence on the part of the City and/or any City Personnel, but excluding any Claims arising from the sole negligence or willful misconduct of the City or any City Personnel. The Consultant shall defend any action or actions filed in connection with any such claims or liabilities, therewith. The Consultant shall promptly pay any judgment rendered against the City or any City Personnel for any such claims or liabilities. In the event the City and/or any City Personnel is made a party to any action or proceeding filed or prosecuted for any such Claims arising out of or in connection with the work being performed or services being provided under this Agreement, the Consultant shall pay to the City any and all costs and
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expenses incurred by the City or City Personnel in such action or proceeding, together with
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3.7.2 Design Professionals. The provisions of this subdivision 3.7.2 apply California Civil Code Section 2782.8(c). If the Consultant is a within the meaning of Section 2782.8(c), then notwithstanding subdivision 3.7.1 above, to the fullest extent permitted by law (including, without limitation, Civil Code Sections 2782 and 2782.6), the Consultant shall defend (with legal counsel reasonably acceptable to the City), indemnify, and hold harmless the City and City Personnel from and against any Claim that arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of the Consultant, any sub-consultant, subcontractor, or any other person directly or indirectly employed by them, or any person that any of them control, arising out of the performance of any task or service for or on behalf of the City under this Agreement. Such obligations to defend, hold harmless, and indemnify the City or any City Personnel, shall not apply to the extent that such Claims are caused in part by the sole negligence or willful misconduct of the City or such City Personnel. The cost to defend the City and/or City Personnel against any such Claim shall not exceed the proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code section 2782.8(a), in the event that one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the Consultant shall meet and confer with the City (and, if applicable, other parties) regarding any unpaid defense costs. To the extent the Consultant has a duty to indemnify the City or any City Personnel under this subdivision (b), the Consultant shall be responsible for all incidental and consequential damages resulting directly or indirectly, in whole or in part, from the negligence, recklessness, or willful misconduct.
3.8 Retention of Funds. The Consultant hereby authorizes the City to deduct from any amount payable to the Consultant under this agreement any amounts the payment of which may be in dispute hereunder or which are necessary to compensate the City for any losses, costs, liabilities, or damages suffered by the City, and all amounts for which the City may be liable to third parties, by reason of the Consultant's negligent acts, errors, or omissions, or willful misconduct, in performing or failing to perform the Consultant's obligations under this Agreement.
The City in its sole and absolute discretion, may withhold from any payment due to the Consultant, without liability for interest, an amount sufficient to cover such claim. The failure of the City to exercise such right to deduct or withhold shall not act as a waiver of the Consultant's obligation to pay the City any sums the Consultant owes the City.
3.9 Insurance. The Consultant shall not commence the performance of any work or services under this Agreement until the Consultant has obtained all insurance required hereunder, nor shall the Consultant allow any sub-consultant or subcontractor to commence services until all such insurance has been obtained by the sub-consultant or subcontractor. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. All insurance policies shall be issued by an insurance company currently authorized by the California Department of Insurance to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned - (or higher) and Financial Size Category Class VI (or larger) in
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Risk Manager. The Consultant shall take out and maintain at all times during the performance of this Agreement the following policies of insurance:
3.9.1 Workers Compensation Insurance
employees as required by law; and the Consultant shall require all subcontractors to provide such compensation insurance for all of the employees. Each such policy of worker compensation insurance shall carry the following endorsements:
(a)
CITY OF LA PALMA, its officers, officials, agents, employees, and (b) be endorsed to provide THE
CITY OF LA PALMA with a thirty (30) day written notice of cancellation of
3.9.2 Commercial General Liability Insurance for bodily injury, death, and property damage which may arise from the negligent performance of the Consultant, its employees, agents representatives, successors, and assigns while performing work or services under this Agreement, in an amount of $1,000,000 per occurrence, $2,000,000 general aggregate. Each such policy of insurance shall be in a form reasonably satisfactory to the City and shall contain the following endorsements:
(a)
employees, and representatives, are hereby included as additional insureds under the terms of this policy with respect to the operations and activities of the named insured at or from the premises of THE CITY
(b) policy shall be endorsed to provide THE
CITY OF LA PALMA with a thirty (30) day written notice of cancellation of (c) insurance policy is primary insurance and no insurance held or owned by the designated additional insureds shall be called upon or looked to cover a loss under said policy; THE CITY OF LA PALMA shall not be liable for the payment of premiums or assessments on this
3.9.3 Automobile Liability Insurance, including owned, non-owned, and hired automobiles, with a Combined Single Limit of $1,000,000 per occurrence for bodily injury, death, and property damage. Each such policy of insurance shall be in a form reasonably satisfactory to the City and shall contain the following endorsements:
(a)
employees, and representatives, are hereby included as additional insureds under the terms of this policy with respect to the operations and activities of the named insured at
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(b) policy shall be endorsed to provide THE
CITY OF LA PALMA with a thirty (30) day written notice of cancellation of (c) insurance policy is primary insurance and no insurance held or owned by the designated additional insureds shall be called upon or looked to cover a loss under said policy; THE CITY OF LA PALMA shall not be liable
3.9.4 Professional Liability Insurance to protect the City from the in an amount of $1,000,000 per claim and in the annual aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement and the Consultant agrees to maintain continuous coverage through a period no less than three (3) years after completion of the services required by this Agreement.
3.9.5 Renewal of Insurance. Upon expiration of any coverage of insurance required under Paragraph 3.9.1, 3.9.2, 3.9.3 or 3.9.4, a signed complete certificate of insurance, with all endorsements provided herein, showing that such insurance coverage has been renewed or extended, shall be filed with the City.
3.9.6 Variations to Insurance Requirements. The City may, but is not required to, approve in writing a variation in the foregoing insurance requirements, upon a determination that the coverage, scope, limits, and forms of such insurance are either not
3.10 Conflicts of Interest.
3.10.1 City Personnel. No City Personnel shall have any financial interest, direct or indirect, in this Agreement, or participate in any decision relating to this Agreement that affects his or her financial interest or the financial interest of any corporation, partnership, association or other entity in which he or she is interested, in violation of any federal, state or city statute, ordinance or regulation. The Consultant shall not employ any such person while this Agreement is in effect.
3.10.2 Consultant. The Consultant represents, warrants and covenants that he, she or it presently has no interest, direct or indirect, which would interfere with or responsibilities under this Agreement. The Consultant further agrees that while this Agreement is in effect, the Consultant shall not acquire or otherwise obtain any interest, direct or indirect, that would interfere with or impair in any manner or degree the
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Consultant acknowledges that pursuant to the provisions of the Political Reform Act (Government Code section 87100 et seq.), the City may determine the Consultant to be a In the event the City makes such a
determination, the Consultant agrees to complete and file a with the City Clerk to disclose such financial interests as required by the City. In such event, the Consultant further agrees to require any other person doing work under this Agreement to complete and file a of Economic to disclose such other
3.11 No Undue Influence. The Consultant declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City shall receive compensation, directly or indirectly, from the Consultant, or from any officer, employee, or agent of the Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. The Consultant further warrants that it has not employed or retained any company or person other than a bona fide employee working for the Consultant, to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee.
3.12 No Benefit to Arise to City Employees. No member, officer, or employee of the City, or their designees or agents, and no public official who exercises authority over or has responsibilities with respect to this Agreement during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for the Consultant Services to be performed under this Agreement.
4. RIGHTS AND REMEDIES
4.1 Termination By the City. The City reserves and has the right and privileges, at its sole discretion and with or without cause at any time during the term of this Agreement, of suspending, canceling or terminating this Agreement or any work in connection with this Agreement with or without any breach or failure to perform of the Consultant. Upon receipt of any notice of termination from the City, the Consultant shall immediately cease all services hereunder except such as may be specifically approved in writing by the Contract Administrator.
In the event of termination under this Section 4.1, all finished or unfinished data, studies, maps, reports, and other items prepared by the Consultant shall become the property of the City, and the Consultant shall promptly deliver such items to the City. In the event of termination under this Section 4.1, the City shall pay the Consultant for all authorized services performed and for all authorized and invoiced expenses incurred up to the date of termination of this Agreement, on a time and materials basis in accordance with the Budget and Fee Schedule attached hereto as
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4.2 . The Consultant agrees to perform
all work to the reasonable satisfaction of the City. If the services performed under this Agreement are not satisfactory, the City has the right to take appropriate action, including but not limited to:
(i) meeting with the Consultant, its agents or subcontractors to review the quality of the work and resolve matters of concern; (ii) requiring the Consultant to have the work repeated at no additional fee until it is satisfactory; (iii) withholding compensation to the Consultant for any unsatisfactory work performed; (iv) suspending delivery of work to the Consultant for an indefinite time; and/or (v) terminating this Agreement. Approval or disapproval will be communicated to the Consultant in writing within fifteen (15) calendar days after completion.
Failure to notify Consultant within fifteen (15) calendar days in writing will deem work satisfactory.
4.3 Default, Remedies.
4.3.1 Default of Insurance Requirements. In addition to any other remedies at law or equity the City may have if the Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time required by Section 3.9 herein, the City may, at its sole option, exercise any of the following remedies, which are alternatives to other remedies the City may have and are not the (a) Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under this Agreement; (b) Order the Consultant to stop work under this Agreement or withhold any payment that becomes due to the Consultant hereunder, or both, until the Consultant demonstrates compliance with the insurance requirements herein; and/or
(c) Immediately terminate this Agreement.
4.3.2 Other Defaults. Consultant shall have thirty (30) days after receipt of written notice of default to either (i) cure the default or (ii) if the default is not curable within thirty (30) days, to provide a written cure plan. Consultant will begin implementing the cure plan immediately after receipt of written notice by the City that it approves the plan. If Consultant fails to cure the default as provided above, and unless otherwise agreed by the parties in writing, in addition to any other remedies at law or equity the City may have, the City's remedies shall include, but not be limited to, any or all of the following:
(a) Immediately terminate this Agreement; and/or
(b) Take over the work and prosecute the same to completion by contract with another consultant or otherwise, and the Consultant shall be liable to the extent that the total cost for completion of the services required hereunder, including costs incurred by the City in retaining a replacement consultant and
4.4 Force Majeure. Any time period specified in this Agreement for performance of services shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the City or the Consultant, including, but
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not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the City, if the delaying Party shall within ten (10) days of the commencement of such delay notify the other Party in writing of the causes of the delay
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Majeure If the Consultant is the delaying Party, the City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City such delay is justified. determination shall be final and conclusive upon the parties to this Agreement. In no event shall the Consultant be entitled to recover damages against the City for any delay in the performance of this Agreement, however caused.
Agreement pursuant to this section. For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) obligations hereunder. The current events related to the COVID-19 pandemic are known and shall not constitute Force Majeure Event, future impacts of the COVID-19 pandemic may be considered a Force Majeure Event to the extent that they prevent the performance of a Party's obligations under this Agreement.
5. MISCELLANEOUS
5.1 Notices. All notices, invoices or other instruments required or permitted to be given under this Agreement shall be served by personal delivery or deposited in a United States mail depository, postage prepaid, and addressed as follows:
If to the City: CITY OF LA PALMA
7822 Walker Street
La Palma, CA 90623
Attn: CHIEF OF POLICE
If to the Consultant: MOTOROLA SOLUTIONS, INC
500 W. Monroe Street, Suite 4400
Chicago, IL, 60661
or such other address or person as either Party may indicate to the other in writing. Service of any instrument by mail shall be deemed effective forty-eight (48) hours after deposit in a United States mail depository, postage prepaid, and addressed as set forth above.
5.2 Integration. This Agreement represents the entire understanding of the City and the Consultant as to those matters contained herein, and no prior oral or written understanding shall be of any force or effect with regard to those matters covered by this Agreement. This Agreement may not be modified, altered, or amended except in writing signed by both the City and the Consultant. The Contract Administrator is hereby authorized to approve and effectuate amendments to this Agreement to the extent permitted by applicable law.
5.3 Construction, Venue. This Agreement shall be construed in accordance with the laws of the State of California and as if drafted by both parties hereto. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either Party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted and maintained in the Superior Courts of the State of California in the County of Orange, or in any other appropriate
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court with jurisdiction in such County, and the Consultant agrees to submit to the personal jurisdiction of such court.
5.4 Rights and Remedies are Cumulative. Except as may be expressly set forth in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies or other rights or remedies as may be permitted by law or in equity shall not preclude the exercise by such Party, at the same or different times, of any other rights or remedies to which such Party may be entitled.
5.5 Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, the invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
5.6 Assignment. The Consultant shall not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the City; and any such assignment or other transfer without such consent shall be void.
5.7 Consultant not a City Agent. Except as the City may specify in writing, the Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent. This Agreement does not grant to the Consultant any authority, express or implied, to bind the City to any obligation whatsoever.
5.8 Fees. In the event any action is commenced by one Party to this Agreement against the other to enforce any of the rights or obligations arising from this Agreement, the prevailing Party in such action, in addition to any other relief and recovery ordered by the court,
5.9 Successors and Assigns. Subject to the provisions of Paragraphs 1.9 and
5.6 hereinabove, this Agreement, and all of the covenants, terms, and conditions hereof, shall be binding upon, and inure to the benefit of, the City, the Consultant, and their respective successors and assigns.
5.10 Authority of Signatories. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement.
5.11 No Waiver. No waiver by either Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power
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or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
5.12 No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
5.13 Non-Liability of City Personnel. No City Personnel shall be personally liable to the Consultant, or any successor in interest, in the event of any default or breach by the City, or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement.
5.14 Execution. The persons executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) that entering into this Agreement does not violate any provision of any other Agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors, and assigns of the Parties.
5.15 Survival. The terms, provisions, representations and certification contained in this Agreement, or inferable therefrom, shall survive the termination of this Agreement and the payment of the compensation hereinabove provided.
5.16 Section Headings and Subheadings. The section headings and subheadings contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
5.17 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument.
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above.
IN WITNESS WHEREOF, this Agreement has been executed as of the date first written
CITY OF LA PALMA
ATTEST:
By:
[Mayor or City Manager]
Kimberly Kenney, CMC
City Clerk
CONSULTANT
By:
[Title]
By:
[Title]
APPROVED AS TO FORM:
COLANTUONO, HIGHSMITH & WHATLEY, PC
By:
City Attorney, City of La Palma
Denis Redzepagic, Area Sales Manager
-1- 402917.1
EXHIBIT A & B
Scope of Work & Fee Schedule
SEE ATTACHED
07/09/2025
uly 9
1VIDEO-AS-A-SERVICE OVERVIEW
Video-as-a-Service (VaaS) is a subscription- -
leading evidence collection and management tools. VaaS includes access to high definition camera systems and the VideoManager EL Cloud evidence management platform.
VideoManager EL Cloud automates data maintenance and facilitates administrati in a Government cloud-based storage solution. Agencies can capture, record, store, and efficiently manage all evidentiary data with VideoManager.
In addition, the VaaS solution can be expanded with CommandCentral Evidence to provide a single, streamlined workflow in end-to-end digital evidence management ecosystem.
When combined into a single solution, these tools enable officers in the field to easily capture, record, and upload evidence, as well as efficiently manage and share that evidentiary data. Because Video-as-a-Service requires no up-front purchase of equipment or software, it provides a simple way to quickly deploy and begin using a complete camera and evidence management solution for a per device charge, billed quarterly.
1VIDEOMANAGER EL CLOUD SOLUTION DESCRIPTION
VideoManager EL Cloud simplifies evidence management, automates data in a cloud-based, off-premises storage solution.
It is compatible with V300 and VISTA body-worn cameras, as well as M500 and 4RE in-car video systems, enabling you to upload video evidence quickly and securely. It also allows live-streaming capabilities through the optional SmartControl and SmartConnect applications.
VIDEO EVIDENCE MANAGEMENT
Using VideoManager EL Cloud delivers benefits to all aspects of video evidence management. From streamlining the evidence review process to automatically maintaining your stored data, VideoManager EL Cloud makes evidence management as efficient as possible. With VideoManager EL Cloud, you minimize the amount of time spent manually managing evidence, allowing your team to spend more time in the field.
Simplified Evidence Review
VideoManager EL Cloud makes evidence review easier by allowing users to upload evidence into cloud storage from their in-field devices. When evidence is uploaded, important information is sorted, which groups relevant name, and event type. This allows you to view recordings of an incident that were taken from several devices simultaneously, eliminating the task of reviewing irrelevant footage during review.
Its built-in media player includes a visual display of incident data, allowing you to tag moments of interest, such as when lights, sirens, or brakes were activated during the event timeline.
Other relevant files, such as PDFs, spreadsheets, reports, third-party videos, audio recordings, pictures, and drawings, can also be grouped together and stored under a specific case entry, allowing all pertinent information to be stored together in VideoManager EL.
Easy Evidence Sharing
VideoManager EL Cloud allows you to easily share information in the evidence review or judiciary sharing process by exporting evidence data as MP4 files.
You can also find relevant evidence data using audit log filters, including criteria such as import, export, playback, download, share, and modify dates.
Automatic Data Maintenance
VideoManager EL Cloud lets you automatically organize the evidence data you store, allowing you to save time that would be spent manually managing it. It can schedule the automatic movement or purging of events on a daily, weekly, or monthly basis, based on how the user wants to configure the system.
Security groups and permissions are easily set-up in VideoManager EL Cloud, allowing you to grant individuals access to evidence on an as-needed basis.
Integration with In-Car and Body-Worn Cameras
Officers on the road are able to automatically upload encrypted video from in-car systems and body cameras.
This eliminates the need for trips to and from the station solely for uploading data into the system.
Video and audio captured by the M500, V300, 4RE and VISTA camera systems are automatically linked in VideoManager EL Cloud based on time and location. You can then utilize synchronized playback and export of video and audio from multiple devices in the same recording group, where video and audio streams can be matched together.
Optional Live Video Streaming
VideoManager EL Cloud integrates with SmartControl, an optional mobile application for Android or iOS that allows officers to complete evidence review work normally completed at their desk from their smartphone.
SmartControl also allows officers to categorize recordings using event tags, stream live video from, and change camera settings, such as adjusting field of view, brightness, and audio levels.
SmartConnect, an optional smartphone application, provides VISTA body-worn camera users with immediate infield access to their body cameras. SmartConnect includes the ability to pair with VISTA cameras, adjust officer preferences, categorize recordings with incident IDs and case numbers, and play back recordings.
DEVICE MANAGEMENT
Agencies using VideoManager EL Cloud are able to assign users to devices, track them, and streamline shift changes. You can easily manage, configure, update firmware, and deploy in-car and body-worn cameras.
Individual preference settings can be configured based on user profiles, allowing quick device transactions within a pooled device system. VideoManager EL Cloud also tracks devices and enables them to be quickly exchanged between officers during shift changes. This minimizes the amount of devices needed for your fleet.
Device Tracking
You can easily manage, configure, and deploy their in-car and body-worn cameras in VideoManager EL Cloud.
Devices can be assigned to personnel within VideoManager EL Cloud and tracked, helping agencies keep track of which users have specific devices.
Faster Shift Changes
VideoManager EL Cloud to take advantage of a pooled camera system to utilize fewer cameras. Rapid Checkout Kiosk feature allows agencies using a pooled camera system to use fewer cameras. Cameras can be checked out at the start of a shift using an easy-to-use interface. At the end of the shift, the camera can be returned to its dock, where the video is automatically uploaded and the camera is made ready to be checked out and used for the next shift.
Devices can also be configured to remember individual preference settings for each user, including volume level, screen brightness and camera aim. These settings are applied whenever a device is assigned to a specific officer.
A variety of settings within VideoManager EL Cloud also enable you to configure devices to operate in alignment
MOBILE VIDEO PRODUCTS NEW SYSTEM STATEMENT OF WORK
OVERVIEW
This Statement of Work (SOW) outlines the responsibilities of Motorola Solutions, Inc. (Motorola) and the Customer for the implementation of body-worn camera(s) and/or in-car video system(s) and your digital evidence management solution. For the purpose of this SOW, the term “Motorola” may refer to our affiliates, subcontractors, or certified third-party partners. A third-party partner(s) (Motorola-certified installer) will work on Motorola’s behalf to install your in-car video system(s) (if applicable).
This SOW addresses the responsibilities of Motorola and the Customer that are relevant to the implementation of the hardware and software components listed in the Solutions Description. Any changes or deviations from this SOW must be mutually agreed upon by Motorola and the Customer and will be addressed in accordance with the change provisions of the Contract. The Customer acknowledges any changes or deviations from this SOW may incur additional cost.
Motorola and the Customer will work to complete their respective responsibilities in accordance with the Project Schedule. Any changes to the Project Schedule must be mutually agreed upon by both parties in accordance with the change provisions of the Contract.
Unless specifically stated, Motorola will perform the work remotely. The Customer will provide Motorola personnel with access to their network and facilities so Motorola is able to fulfill its obligations. All work will be performed during normal business hours based on the Customer’s time zone (Monday through Friday from 8:00 a.m. to 5:00 p.m.).
The number and type of software subscription licenses, products, or services provided by Motorola are specifically listed in the Contract and referenced in the SOW. Services provided under this SOW are governed by the mutually executed Contract between the parties, or Motorola’s Master Customer Agreement and applicable addenda (“Contract”).
AWARD, ADMINISTRATION, AND PROJECT INITIATION
Project Initiation and Planning will begin following the execution of the Contract between Motorola and the Customer. At the conclusion of Project Planning, Motorola’s Project Manager (PM) will begin status meetings and provide status reports on a regular cadence with the Customer’s PM. The status report will provide a summary of activities completed, activities planned, progress against the project schedule, items of concern requiring attention, as well as, potential project risks and agreed upon mitigation actions.
Motorola utilizes Google Meet as its teleconference tool. If the Customer desires to use an alternative teleconferencing tool, any costs incurred from the use of this alternate teleconferencing tool will be the responsibility of the Customer.
FBI-CJIS SECURITY POLICY – CRIMINAL JUSTICE INFORMATION CJIS Security Policy Compliance
Motorola does not believe our Mobile Video offerings (i.e. in-car/body-worn cameras) require compliance with the FBI-CJIS Security Policy (CJISSECPOL) based on the definition in Section 4 of CJISSECPOL and how the FBICJIS defines Criminal Justice Information. However, Motorola does design its products with the CJISSECPOL
security controls as a guide. Motorola’s Mobile Video system design and features support best practice security controls and policy compliance. In the event of a CJIS technical audit request, Motorola will support the Customer throughout this process.
Personnel Security – Background Screening
Motorola will assist the Customer with completing the CJIS Security Policy Section 5.12 Personnel Security related to authorized personnel background screening when requested to do so by the Customer. Based on Section 5.12, a Motorola employee is defined as someone who is required to be on the Customer’s property with unescorted access. Motorola employees will also have access to the Customer’s network(s) and stored information. Motorola has remote access tools to support virtual escorted access to on-premises customer assets.
Additionally, Motorola performs independent criminal background investigations including name based background checks, credential and educational vetting, credit checks, U.S. citizen and authorized worker identity verification on its employees.
Motorola will support the Customer in the event of a CJIS audit request to validate employees assigned to the project requiring CJIS Section 5.12 Personnel Security screening and determine whether this list is up to date and accurate. Motorola will notify the Customer within 24 hours or next business day of a personnel status change.
Security Awareness Training
Motorola requires all employees who will support the Customer to undergo Level 3 Security Awareness Training provided by Peak Performance and their CJIS online training platform. If the Customer does not have access to these records, Motorola can facilitate proof of completion. If the Customer requires additional and/or separate training, Motorola will work with the Customer to accommodate this request at an additional cost.
CJIS Security Addendum
Motorola requires all employees directly supporting the Customer to sign the CJIS Security Addendum if required to do so by the Customer.
Third Party Installer
The Motorola-certified third party installer will work independently with the Customer to complete the Section 5.12 Personnel Security checks, complete Security Awareness Training and execute the CJIS Security Addendum.
COMPLETION CRITERIA
The project is considered complete once Motorola has completed all responsibilities listed in this SOW. The Customer’s task completion will occur based on the Project Schedule to ensure Motorola is able to complete all tasks without delays. Motorola will not be held liable for project delays due to incomplete Customer tasks.
The Customer must provide Motorola with written notification if they do not accept the completion of Motorola responsibilities. Written notification must be provided to Motorola within ten (10) business days of task completion.
The project will be deemed accepted if no written notification is received within ten (10) business days.
In the absence of written notification for non-acceptance, beneficial use will occur thirty (30) days after functional demonstration of the system.
SUBSCRIPTION SERVICE PERIOD
If the contracted system includes a subscription, the subscription service period will begin upon the Customer’s receipt of credentials for access. The provision and use of the subscription service is governed by the Contract.
PROJECT ROLES AND RESPONSIBILITIES OVERVIEW
Motorola Project Roles and Responsibilities
The Motorola Project Team will be assigned to the project under the direction of the Motorola PM. Each team member will be engaged in different phases of the project as necessary. Some team members will be multidisciplinary and may fulfill more than one role.
In order to maximize effectiveness, the Motorola Project Team will provide various services remotely by teleconference, web-conference, or other remote method in order to fulfill our commitments as outlined in this SOW.
Our experience has shown customers who take an active role in the operational and educational process of their system realize user adoption sooner and achieve higher levels of success with system operation. The subsections below provide an overview of each Motorola Project Team Member.
Project Manager (PM)
The PM will be the principal business representative and point of contact for Motorola. The PM’s responsibilities may include but are not limited to:
Manage Motorola responsibilities related to the delivery of the project.
Maintain the Project Schedule, and manage assigned Motorola personnel, subcontractors, and suppliers as applicable.
Coordinate schedules of assigned Motorola personnel, subcontractors, and suppliers as applicable.
Conduct equipment inventory if applicable.
Maintain project communications with the Customer.
Identify and manage project risks.
Coordinate collaboration of Customer resources to minimize project delays.
Evaluate project status against Project Schedule.
Conduct status meetings on mutually agreed upon dates to discuss project status.
Provide timely responses to Customer inquiries and issues related to project progress.
Conduct daily status calls with the Customer during Go-Live.
Post Sales Engineer
The Post Sales Engineer will work with the Customer’s Project Team on:
Discovery validation.
System provisioning.
Covers the IT portion of the Project Kickoff Call with the Customer.
Contracted data migration between two disparate digital evidence management systems (if applicable).
System Technologist (ST)
The ST will work with the Customer’s Project Team on:
Configure Customer’s digital evidence management system.
Inspect installation and configure hardware devices.
Provide instructions to the Customer on how to configure the hardware.
Review Deployment Checklist with the Customer.
Develop and submit a Trip Report.
Update Customer IP Map.
Professional Services Engineer (if applicable)
The Professional Services Engineer is engaged on projects that include integration between Motorola’s digital evidence management system and the Customer’s third-party software application. Their responsibilities include:
Delivery of the interface between Motorola’s digital evidence management system and the Customer’s thirdparty software (e.g. CAD).
Work with the Customer to access required systems/data.
Application Specialist (if applicable)
The Application Specialist will work with the Customer Project Team on system provisioning and education. The Application Specialist’s responsibilities include but are not limited to:
Deliver provisioning education and guidance to the Customer for operating and maintaining their system.
Provide product education as defined by this SOW and described in the Education Plan.
Provide on-site training based on the products the Customer purchased.
Technical Trainer / Instructor
The Technical Trainer / Instructor provides training on-site or remote depending on the training topic and deployment services purchased.
Motorola-Certified Installer
The Motorola-certified installer is primarily responsible for installing in-car video systems (ICVs) into Customer vehicles. There are specific requirements the 3rd party partner must meet in order to be considered a Motorolacertified installer, and they include the following:
Required Training
- WTG0501 - M500 Vehicle Installation Certification (Remote) or WTG0503 - M500 Vehicle Installation Certification (Live)
Needs to be renewed yearly.
Needs to be submitted to the PM by the technician completing the installation no less than thirty (30) days prior to the installation. - Review of any previous Motorola Solutions Technical Notifications (MTNs).
Optional Training
- WGD00186 - M500 Installation Overview and Quick Start (NA) Not required for installation. Available for the installing technician. - WGD00177 - M500 In-Car Video System Installation Guide Not required for installation. Available for the installing technician. - MN010272A01 - M500 In-Car Video System Basic Service Manual
Not required for installation. Available for the installing technician.
Other responsibilities the Motorola-certified installer may be involved in include the installation of cellular routers or Access Points. These activities will only be completed by Motorola if Motorola quotes these services; otherwise, the completion of these services are solely the responsibility of the Customer.
Customer Support Services Team
The Customer Support Services Team will provide on-going support to the Customer following Go-Live and final acceptance of the project.
Customer Project Roles and Responsibilities
Motorola has defined key resources that are critical to this project and must participate in all the activities defined in this SOW. During the Project Planning phase, the Customer will be required to provide names and contact information for the roles listed below. It is critical that these resources are empowered to make decisions based on the Customer’s operational and administration needs. The Customer Project Team will be engaged from Project Initiation through Beneficial Use of the system. In the event the Customer is unable to provide the resources identified in this section, Motorola may be able to supplement these resources at an additional cost.
Project Manager
The PM will act as the primary point of contact for the duration of the project. In the event the project involves multiple locations, Motorola will work exclusively with the Customer’s primary PM. The PM’s responsibilities will include, but are not limited to:
Communicate and coordinate with other project participants.
Manage the Customer Project Team including subcontractors and third-party vendors. This includes timely facilitation of tasks and activities.
Maintain project communications with the Motorola PM.
Identify tasks required of Customer staff that are outlined in this SOW and the Project Schedule.
Consolidate all project inquiries from Customer staff to present to Motorola PM.
Approve a deployment date offered by Motorola.
Review Project Schedule with the Motorola PM and finalize tasks, dates, and responsibilities.
Measure and evaluate progress against the Project Schedule.
Monitor project to ensure resources are available as required.
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 meet the deployment date.
Ensure Customer vendors’ readiness ahead of the deployment date.
Assign one or more personnel to work with Motorola staff as needed for the duration of the project, including one or more representatives from the IT department.
Identify a resource with authority to formally acknowledge and approve milestone recognition certificates, as well as, approve and release payments in a timely manner.
Provide Motorola personnel with access to all Customer facilities where system equipment is to be installed.
Temporary identification cards are to be issued to Motorola personnel, if required for access.
Ensure remote network connectivity and access for Motorola resources.
Assume responsibility for all fees pertaining to licenses, inspections and any delays associated with inspections due to required permits as applicable to this project.
Provide reasonable care to prevent equipment exposure from contaminants that may cause damage to the equipment or interruption of service.
Ensure a safe working environment for Motorola personnel.
Identify and manage project risks.
Provide signature(s) of Motorola-provided milestone recognition certificate(s) within ten (10) business days of receipt.
IT Support
IT Support manages the technical efforts and ongoing activities of the Customer’s system. IT Support will be responsible for managing Customer provisioning and providing Motorola with the required information for LAN, WAN, server and client infrastructure.
The IT Support Team responsibilities include but are not limited to:
Participate in delivery and training activities to understand the software and functionality of the system.
Participate with Customer Subject Matter Experts (SMEs) during the provisioning process and associated training.
Authorize global provisioning decisions and be the Point of Contact (POC) for reporting and verifying problems.
Maintain provisioning.
Implement changes to Customer infrastructure in support of the proposed system.
Video Management Point of Contact (POC)
The Video Manager POC will educate users on digital media policy, participate in Discovery tasks, and complete the Video Management Administration training. The Customer is responsible for its own creation and enforcement of media protection policies and procedures for any digital media created, extracted, or downloaded from the digital evidence management system.
Subject Matter Experts (SMEs)
SMEs are a core group of users involved with the analysis, training and provisioning process, including making decisions on global provisioning. The SMEs should be experienced users in their own respective field (evidence, dispatch, patrol, etc.) and should be empowered by the Customer to make decisions based on provisioning, workflows, and department policies related to the proposed system.
Training POC
The Training POC will act as the course facilitator and is considered the Customer’s educational monitor. The Training POC will work with Motorola when policy and procedural questions arise. They will be responsible for developing any agency specific training material(s) and configuring new users on the Motorola Learning eXperience Portal (LXP) system. This role will serve as the first line of support during Go-Live for the Customer’s end users.
General Customer Responsibilities (if applicable)
In addition to the Customer responsibilities listed above, the Customer is responsible for the following:
All Customer-provided equipment, including third-party hardware and software needed for the proposed system but not listed as a Motorola deliverable. Examples include end user workstations, network equipment, etc.
Configure, test, and maintain third-party system(s) that will interface with the proposed system.
Establish an Application Programming Interface (API) for applicable third-party system(s) and provide documentation that describes the integration to the Motorola system.
Coordinate and facilitate communication between Motorola and Customer third-party vendor(s) as required.
Motorola-certified installers must be certified through LXP for remote or in person installation training. The Customer is responsible for work performed by non-certified installers.
Upgrades to Customer’s existing system(s) in order to support the proposed system.
Mitigate the impact of upgrading Customer third-party system(s) that will integrate with the proposed system.
Motorola strongly recommends working with the Motorola Project Team to understand the impact of such upgrades prior to taking action.
Active participation of Customer SMEs during the course of the project.
Electronic versions of any documentation associated with business processes identified.
Providing a facility with the required computer and audio-visual equipment for training and work sessions.
Ability to participate in remote project meetings using Google Meet or a mutually agreed upon Customerprovided remote conferencing tool.
Motorola is not responsible for any delays that arise from Customer’s failure to perform the responsibilities outlined in this SOW or delays caused by Customer’s third-party vendor(s) or subcontractor(s).
NETWORK AND HARDWARE REQUIREMENTS
The following requirements must be met by the Customer prior to Motorola installing the proposed system:
Provide network connectivity for the transfer and exchange of data for the proposed system.
Provide Virtual Private Network (VPN) remote access for Motorola personnel to configure the system and conduct diagnostics.
Provide Internet access to server(s).
Provide devices such as workstations, tablets, and smartphones with Internet access for system usage.
Chrome is the recommended browser for optimal performance. The workstations must support MS Windows 11 Enterprise.
Provide and install antivirus software for workstation(s).
Provide Motorola with administrative rights to Active Directory for the purpose of installation, configuration, and support.
Provide all environmental conditions such as power, uninterruptible power sources (UPS), HVAC, firewall and network requirements.
Ensure required traffic is routed through Customer’s firewall.
Motorola is not responsible for any costs or delays that arise from Customer’s failure to meet network and hardware requirements.
PROJECT PLANNING
A clear understanding of the needs and expectations of Motorola and the Customer is critical to fostering a collaborative environment of trust and mutual respect. Project Planning requires the gathering of specific information to set clear project expectations and guidelines, as well as lay the foundation for a successful implementation.
PROJECT PLANNING SESSION
A Project Planning Session will be scheduled after the Contract has been executed. The Project Planning Session is an opportunity for the Motorola and Customer PM to meet prior to the Project Kickoff Meeting and review key elements of the project and expectations. Depending on the items purchased, the agenda will typically include:
A high level review of the following project elements: - Contract documents. - A summary of contracted applications and hardware as purchased. - Customer’s involvement in project activities to confirm understanding of scope and required time commitments. - A high level Project Schedule with milestones and dates.
Confirm CJIS background investigations and fingerprint requirements for Motorola employees and/or subcontractors.
Determine Customer location for Motorola to ship their equipment for installation.
Motorola Responsibilities
Schedule the remote Project Planning Session.
Request the assignment of Customer Project Team and any additional Customer resources that are instrumental to the project’s success.
Provide the initial Project Schedule.
Baseline the Project Schedule.
Review Motorola’s delivery approach and its reliance on Customer-provided remote access.
Document mutually agreed upon Project Kickoff Meeting Agenda.
Request user information required to establish the Customer in LXP.
Customer Responsibilities
Identify Customer Project Team and any additional Customer resources that are instrumental to the project’s success.
Acknowledge the mutually agreed upon Project Kickoff Meeting Agenda.
Provide approval to proceed with the Project Kickoff Meeting.
Motorola Deliverables
Project Kickoff Meeting Agenda.
PROJECT KICKOFF
Motorola will work with the Customer to understand the impact of introducing a new solution and the preparedness needed for a successful implementation.
Note – The IT Questionnaire is completed during the pre-sales process and prior to Contract award. The IT Questionnaire is given to Motorola at the time of offer acceptance. Delay in completing the IT Questionnaire may delay shipment of equipment. Motorola will not be responsible for any delays associated with or related to the completion of the IT Questionnaire.
Motorola Responsibilities
Review Contract documents including project delivery requirements as described in this SOW.
Discuss the deployment start date and deliver the Deployment Checklist.
Discuss vehicle equipment installation activities and responsibilities.
Discuss the equipment inventory process (if applicable).
Discuss project team participants and their role(s) in the project with fulfilling the obligations of this SOW.
Review resource and scheduling requirements.
Discuss Motorola remote system access requirements (24-hour access to a secured two-way Internet connection through the Customer’s firewall for the purpose of deployment and maintenance).
Discuss and deliver the Business Process Review (BPR) Workbook.
Complete all necessary documentation (i.e. fingerprints, background checks, card keys, etc.) required for Motorola resources to gain access to Customer facilities.
Discuss the LXP training approach.
Provide designated Customer administrator with access to LXP.
Review and agree on completion criteria and the process for transitioning to support.
Customer Responsibilities
Provide feedback on project delivery requirements.
Review the Deployment Checklist.
Review the roles of project participants to identify decision-making authority.
Provide VPN access to Motorola personnel to facilitate delivery of services described in this SOW.
Validate non-disclosure agreements, approvals, and other related items are complete (if applicable).
Provide all documentation (i.e. fingerprints, background checks, card keys, etc.) required for Motorola resources to gain access to Customer facilities.
Provide Motorola with names and contact information to the designated LXP Administrator(s).
Motorola Deliverables
Project Kickoff Meeting Minutes.
BPR Workbook.
Deployment Checklist.
DISCOVERY TELECONFERENCE
During the Discovery Teleconference, Motorola will meet with the Customer to define system configuration, as well as, agency recording and retention policies. This information will be documented in the Business Process Review (BPR) Workbook, which is used as a guide for configuration and provisioning decisions.
Motorola Responsibilities
Facilitate Discovery Teleconference(s).
Review and complete BPR Workbook with the Customer.
Confirm Customer-provided configuration inputs.
Customer Responsibilities
Gather and review information required to complete the BPR Workbook during the Discovery Teleconference.
Schedule Customer Project Team and SMEs to attend the Discovery Teleconference. SMEs should be present to weigh-in on hardware, software and network components. Customer attendees should be empowered to convey policies and make modifications to policies as necessary.
Return completed BPR Workbook no later than five (5) business days after the conclusion of the Discovery Teleconference.
Motorola Deliverables
Completed BPR Workbook.
PROJECT EXECUTION
HARDWARE PROCUREMENT AND INSTALLATION
Motorola will procure contracted hardware as part of the ordering process. The hardware will be configured with a basic profile in line with the information provided by the IT Questionnaire or Discovery Teleconference for installation and configuration of the system. The Customer is responsible for providing an installation environment that meets manufacturer’s specifications for the hardware, which includes but is not limited to:
Power
Heating and Cooling
Network Connectivity
Access and Security
Conduit and Cabling
Motorola Responsibilities
Procure contracted equipment and ship to the Customer's designated location.
Inventory equipment after arrival at Customer location (if applicable).
Install backend server in Customer's designated area (if applicable).
Conduct a power-on test to validate the installed hardware and software are ready for configuration.
Verify remote connection to hardware.
For an on-site deployment, Motorola will be responsible for verifying the body-worn camera Transfer Stations are connected to the Customer’s network. The Customer is responsible for ensuring Motorola has the correct IP address(es) for configuring the Transfer Stations, and the Customer’s network is operational.
The installer will be responsible for installing the Access Point(s) (APs) if provided by Motorola (if applicable).
The ST will verify whether the AP(s) are properly installed and connected to the network (if applicable).
Create a Trip Report outlining the activities completed during configuration and testing of system hardware.
Customer Responsibilities (if applicable)
Procure Customer-provided equipment and make it available at the installation location.
Confirm the server room complies with environmental requirements (i.e. power, uninterruptible power, surge protection, heating/cooling, etc.).
Verify the server is connected to the Customer’s network.
Provide, install, and maintain antivirus software for server(s) and/or workstation(s).
Enable outgoing network connection (external firewall) to the CommandCentral cloud by utilizing the Customer’s Internet connection (if applicable).
Install Customer-supplied APs (if applicable).
Verify APs are properly installed and connected to the network (if applicable).
For remote deployments, the Customer is responsible for verifying the body-worn camera Transfer Stations are connected to their network.
Confirm access to installed software on Customer-provided workstation(s).
For body-worn cameras, the Customer will verify whether the Transfer Station(s) are connected to their network.
Motorola Deliverables
Contracted Equipment.
Equipment Inventory (if applicable).
In-Car Video System Configuration (if applicable)
The Motorola-certified installer will complete the installation of the in-car video (ICV) system(s) within the Customer-provided vehicle(s). The installer may also be responsible for installing cellular routers or WiFi radios inside the vehicle(s) for wireless upload of video to the Customer’s digital evidence management system.
The Customer vehicles must be available for the ST to complete the configuration and testing of the contractual number of ICVs. If the Customer does not have all vehicles available during the agreed upon date and time, the Customer may opt to sign-off on the number of ICV configurations completed. If the Customer requires the ST to complete the full contractual number of ICVs at a later date and time, additional cost may be incurred. Table 1-1 shows the number of ICVs an ST is contractually obligated to configure and test based on the number of ICVs purchased.
Table 1-1: Number of Contractual ICV Configurations
Number of ICV Purchased Number of ICV to Test
1 1
2 2
3 3
4 4
5 - 25 5
26 - 50 10
51 - 75 15
76 - 100 20
101 - 150 30
151 - 200 40
201+ 20%
Note – The Pricing Page will reflect in-car video installation services by Motorola if Motorola is responsible for the vehicle installations.
Motorola Responsibilities
Setup server for ICV digital video recorder (DVR) configuration.
Create configuration USB used to complete ICV hardware configuration and validation.
Travel to the Customer site to conduct configuration and testing of ICVs.
Complete ICV configuration on a single vehicle, and validate the configuration with the Customer.
Receive Customer approval to proceed with remaining ICV configurations.
Complete remaining contracted vehicle configurations.
Test a subset of completed ICV hardware configurations.
For Motorola-certified installer, complete the installation of cellular router and confirm placement of antenna mounting with Customer (if applicable).
The Motorola-certified installer will install Customer-provided SIM card into cellular router and connect cellular router to ICV (if applicable).
Activities surrounding ICV (M500) interface to Automatic License Plate Recognition (ALPR) (if applicable). - Install Car Detector Mobile MDC Software on Customer-provided mobile data terminal (MDT) within the vehicle. - Configure MDC Network Card.
Customer Responsibilities
Provide Motorola with remote connection and access credentials to complete ICV hardware configuration.
Notify Motorola of the vehicle installation location.
Coordinate and schedule date and time for ICV hardware configuration(s).
Make ICV hardware available to Motorola for configuration and testing in accordance with the Project Schedule.
Provide cellular SIM Card for Internet connectivity to the installer at time of vehicle installation.
Motorola Deliverables
Complete Functional Validation Plan as it applies to the proposed solution.
NOTE - The Customer is responsible for having all vehicles and devices available for installation per the Project Schedule. All cellular data fees and Internet connectivity charges are the responsibility of the Customer. If a Motorola-certified installer is not used to install the ICV(s), Motorola is not responsible for any errors in hardware installation, performance or delays in the Project Schedule. In the event the Customer takes on the responsibility of installing the ICV(s) through a Motorola-certified installer, Motorola is also not responsible for any errors in hardware installation, performance or delays in the Project Schedule. For ALPR installations, an MDT is required for all vehicles (if applicable).
Body Worn Camera Configuration (if applicable)
The Transfer Station will be utilized to configure each body-worn camera according to the Business Process Review. In order for this process to be successfully completed, the Transfer Station must be connected to the Customer’s digital evidence management system. The table below shows the number of body-worn cameras an ST is contractually obligated to configure and test based on the number of body-worn cameras purchased.
Table 1-2: Number of Contractual Body-Worn Camera Configurations Number of BWC Purchased Number of BWC to Test
1 1
2 2
3 3
4 4
5 - 25 5
26 - 50 10
Number of BWC Purchased Number of BWC to Test
51 - 75 15
76 - 100 20
101 - 150 30
151 - 200 40
201+ 20%
Motorola Responsibilities
Configure Transfer Station(s) for connectivity to the digital evidence management system.
Verify the Transfer Station(s) is configured properly and connected to the network.
Configure body-worn camera(s) within the digital evidence management system.
Check out body-worn camera(s) and create a test recording.
Verify completion of upload from body-worn camera(s) after it is docked in a Transfer Station or USB dock.
Install and provide a demonstration of client software as part of the same on-site engagement as Go-Live, unless otherwise outlined in this SOW.
Customer Responsibilities
Select physical location(s) for Transfer Station(s).
Provide and install workstation hardware.
Complete installation of client software on remaining workstations and mobile devices.
Validate functionality of components and solution utilizing the Deployment Checklist.
Provide Motorola remote connection information and necessary credentials.
Automatic License Plate Recognition (ALPR) Commissioning (if applicable) This section highlights the responsibilities of Motorola and the Customer when an in-car video system interfaces with the Law Enforcement Archival Report Network (LEARN) database.
Motorola Responsibilities
Create a Customer account in the LEARN system with user emails.
Verify the Customer has installed and launched the Vigilant Car Detector Mobile Software per the Vigilant LEARN Quickstart Guide.
Provide Mobile LPR - Officer Safety Basic and Advanced Pre-Installation Checklist.
Provide Agency Manager with Training Materials and Car Detector Mobile MDC software installation guide.
Advise Agency Manager of different options available to add new users.
Confirm Agency Manager is aware of registration required for Hotlists.
Confirm Agency Manager understands how to set up data-sharing.
Customer Responsibilities
Identify the Agency Manager.
Register to receive access to Hotlists.
SOFTWARE INSTALLATION AND CONFIGURATION
Motorola will install VideoManager Evidence Library (EL) software on a specified number of workstations dictated by the Contract. The Customer will be responsible for installing the software on the remaining workstations.
Provisioning of VideoManager EL software will be done in accordance with the information contained in the BPR Workbook.
Installation of VideoManager EL software consists of the following activities:
Delivery and installation of server hardware (if applicable).
Network discovery.
Operating system and software installation.
Onboarding user / group identity set up.
Provide access to the application.
VideoManager EL (if applicable)
The VideoManager EL software is an on-premises solution that requires an onsite server and supports both body worn cameras and in-car video systems.
Motorola Responsibilities
Install software on a specified number of customer workstations and/or mobile devices.
Use information provided in the BPR Workbook to configure VideoManager EL software.
Test software using applicable portions of the Functional Validation Plan.
Provide instruction on client software USB utility.
Customer Responsibilities
Provide a network environment that conforms to the requirements presented in the Solution Description.
Procure and install server and storage hardware at desired location in accordance with Solution Description requirements.
Perform a power on test with Motorola.
Provide assigned Motorola System Administrator with access to SQL database for installation purposes (Motorola’s access will be revoked upon conclusion of the installation).
For Active Directory integration, provide domain user (service account), security group (for application administrators including service account), and domain read access (if applicable).
Provide workstation and/or mobile device hardware in accordance with specifications listed in the Solution Description.
Complete online training.
Complete installation of client software on remaining workstations and/or mobile devices.
VideoManager ELC (if applicable)
VideoManager ELC software is a cloud solution that does not require an onsite server and supports both bodyworn cameras and in-car video systems.
Motorola Responsibilities
Use information provided in BPR Workbook to configure VideoManager ELC software.
Based on Customer feedback, perform the following activities:
- Create users, groups, and setup permissions. - Create event categories. - Set retention policies.
Test software using applicable portions of the Functional Validation Plan.
Ensure training POC can access the system.
Customer Responsibilities
Verify traffic can be routed through Customer’s firewall and reaches end user workstations.
CloudConnect Installation and Configuration (applicable for CommandCentral Aware purchase) Motorola Responsibilities
Verify remote access capability.
Remotely configure CloudConnect Virtual Machine within the Cloud Anchor Server.
Configure network connectivity and test connection to the CloudConnect Virtual Machine.
Create an IPSEC tunnel.
Provide Customer with the information for setting up the IPSEC tunnel.
Customer Responsibilities
Provide Motorola with two static IP addresses, corresponding subnet masks/default gateway, and available NTP and DNS IP for the CloudConnect Virtual Machine and the Cloud Anchor Server.
Confirm with Motorola the network performance requirements are met.
Configure firewall to allow traffic from IPSEC tunnel.
Completion Criteria
CloudConnect Virtual Machine configuration is complete and accessible throughout the network.
CommandCentral Evidence (if applicable)
Motorola will work with the Customer to determine best industry practices, current operations environment, and subsystem integration to ensure optimal configuration of your CommandCentral Evidence solution.
Motorola Responsibilities
Use the CommandCentral Admin Portal to provision users, groups, and rules based on Customer Active Directory data.
Guide the Customer in the configuration of CommandCentral Evidence.
Customer Responsibilities
Supply access and credentials to Customer’s Active Directory for the purpose of Motorola conducting CommandCentral Evidence provisioning.
Respond to Motorola’s inquiries regarding users, groups and agency mapping to CommandCentral Evidence.
Provision policies, procedures, and user permissions.
Configure evidence as directed by Motorola.
DATA MIGRATION SERVICES (IF APPLICABLE)
The Customer is responsible for partitioning data to be converted from a legacy or on-premises digital evidence management system to an on-cloud solution as part of this offer. The Customer will have ten (10) business days to provide feedback after Motorola validates the migrated data. If feedback is not received on or before ten (10) business days, Motorola will assume the migration is complete.
Motorola Responsibilities
Receive access to Customer video data.
Perform contracted data migration and validation.
Customer Responsibilities
Provide remote access to partitioned data to be migrated.
Validate migrated dataset, and provide Motorola with feedback within ten (10) business days.
Completion Criteria
A migrated dataset as defined in the Contract.
DEMS INTEGRATIONS AND THIRD-PARTY INTERFACES (IF APPLICABLE) The integration between Motorola’s digital evidence management system and the Customer’s third-party system may consist of an iterative series of activities depending on the complexity of accessing the third-party system.
Interfaces will be installed and configured in accordance with the Project Schedule. The Customer is responsible for engaging third-party vendors as required to facilitate connectivity and testing of the interface(s).
Motorola Responsibilities
Develop and configure interface(s) to support the functionality described in the Solution Description.
Establish and validate connectivity between Motorola and third-party systems.
Perform functional demonstration to confirm the interface(s) can transmit and receive data to the Customer’s digital evidence management system.
Customer Responsibilities
Act as liaison between Motorola and third-party vendor(s) as required to establish connectivity to the digital evidence management system.
Provide personnel authorized to make changes to the network and third-party systems to support Motorola’s integration efforts.
Provide network connectivity between digital evidence management system and the third-party system(s).
Provide information on API, SDKs, data scheme, and any documentation necessary to establish interfaces with all local and remote systems. This information should be provided to the Motorola PM within ten (10) business days of the Interface Engagement Meeting.
NOTE - At the time of initial design, unknown circumstances, requirements or anomalies may present difficulties with interfacing Motorola products to a third-party application. These difficulties could result in a poorly performing or a non-functional interface. By providing Motorola with this information early in the deployment process, will put us in the best position to mitigate these potential issues. If the resolution requires additional third-party integration, application upgrades, APIs, and/or additional software licenses, the Customer is responsible for addressing these issues at their cost. Motorola is not responsible for any delays or costs associated with third-party applications or Customer-provided third-party hardware or software.
SYSTEM TRAINING
The objective of this section is to prepare for and deliver training. Motorola training consists of computer-based (online) and instructor-led (on-site or remote) depending on what is purchased. Our training delivery methods will vary depending on course content. Training will be delivered in accordance with the Education Plan. As part of our training delivery, Motorola will provide user guides and training materials in an electronic format.
ONLINE TRAINING (IF APPLICABLE)
Online training is made available to the Customer through LXP. This subscription service provides customers with unlimited access to our online training content and provides users with the flexibility of learning the content at their own pace. Training content is added and updated on a regular basis to keep information current.
Through LXP, a list of available online training courses, Motorola User Guides, and Training Material are accessible in electronic format.
Motorola Responsibilities
Designate a LXP Administrator to work with the Customer.
Establish an accessible instance of LXP for the Customer.
Configure a Customer-specific portal view.
Organize content to align with Customer’s selected technologies.
Create initial Customer user accounts and a single Primary Administrator account.
During onboarding, assist the Customer with LXP usage.
Provide technical support for user account and access issues, LXP functionality, and Motorola managed content.
Provide instruction to Customer LXP Administrator on building groups.
Customer Responsibilities
Provide user information for the initial creation of accounts.
Complete LXP Administrator training.
Ensure network and Internet connectivity for Customer access to LXP.
Customer's primary LXP Administrator is required to complete the following self-paced training: LXP Introduction (LXP0001), LXP Primary Site Administrator Overview (LXP0002), and LXP Group Administrator Overview (LXP0003).
Advise users on the availability of training through LXP.
Ensure users complete LXP training in accordance with the Project Schedule.
Build groups as needed.
INSTRUCTOR-LED TRAINING (ON-SITE AND REMOTE, IF APPLICABLE) Instructor-led courses are based on products purchased and the Customer’s Education Plan.
Motorola Responsibilities
Deliver User Guides and training materials in an electronic format.
Perform training in accordance with the Education Plan.
Provide the Customer with training attendance rosters and summarize any pertinent information that may impact end user training.
Customer Responsibilities
Supply classroom(s) based on the requirements listed in the Education Plan.
Designate training representatives who will work with the Motorola trainer(s) to deliver the training content.
Facilitate training of all Customer end users in accordance with the Customer’s Education Plan.
Motorola Deliverables
Electronic versions of User Guides and training materials.
Attendance rosters.
PROJECT GO-LIVE, CLOSURE, AND HANDOVER TO SUPPORT
Motorola will utilize the Deployment Checklist throughout the deployment process to verify features and functionality are in line with installation and configuration requirements. The Customer will witness the ST demonstrating the Deployment Checklist and provide feedback as features and functionality are demonstrated.
The Customer is considered Live on the system after the equipment has been installed, configured, and made available for use, and training has been delivered or made available to the Customer.
Upon the conclusion of Go-Live, the project is prepared for closure. Project closure is defined as the completion of tasks and the Customer’s receipt of contracted components. The Deployment Checklist serves as the artifact that memorializes a project closure. A System Acceptance Certificate will be provided to the Customer for signature to formally close out the project. The Customer has ten (10) business days to provide Motorola with a signed System Acceptance Certificate. If the Customer does not sign off on this document or provide Motorola written notification rejecting project closure, the project will be deemed closed. Upon project closure, the Customer will engage with Technical Support for on-going needs in accordance with the Customer’s specific terms and conditions of support.
Motorola Responsibilities
Provide the Customer with Motorola Technical Support engagement process and contact information.
Provide Technical Support with the contact information of Customer users who are authorized to engage Technical Support.
Ensure Deployment Checklist is complete.
Obtain Customer signature on the System Acceptance Certificate.
Provide Customer survey upon closure of the project.
Customer Responsibilities
Within ten (10) business days of receiving the System Acceptance Certificate, provide signatory approval signifying project closure.
Provide Motorola with the contact information of users who are authorized to engage Motorola’s Technical Support.
Engage Technical Support as needed.
Motorola Completion Criteria
Provide Customer with survey upon closure of the project.
ASSUMPTIONS
This SOW is based on the following list of assumptions (if applicable):
Videomanager EL Cloud (VMELC) must be connected to the Microsoft Entra ID (formally known as Microsoft Azure Active Directory) for user authentication to the VMELC application. Microsoft Entra ID can be synchronized with the Customer's on-premises Active Directory using Azure AD Connect. If the Customer is using Microsoft Office 365, Motorola will be able to integrate with this Microsoft Entra ID.
Must be 2003 or later for Microsoft Entra ID integration.
Upload Speed Requirements for Hardware Devices - 5 Mbps + 3 Mbps per additional device.
This assumes it will take 8 hours to upload 5 GB of video on a device. - 40-50 Mbps per concurrent uploading device.
This assumes video is required to upload within 30-40 minutes with approximately 5 GB to upload.
If the Customer is supplying an upload server to temporarily store video, please verify the server complies with the specifications provided in the Solutions Description.
By default, M500 ICVs and V300/V700 BWCs do not need an upload server for cloud deployments. An upload server may be required depending on how many devices are uploading concurrently and the need for the Customer to upload video evidence at a given speed.
Upload appliance required if using 4REs or VISTA body worn cameras connected to VideoManager EL Cloud Cellular upload of ICVs and BWCs (if applicable) requires an Ethernet connection to an LTE modem in the vehicle.
If the Customer is supplying a server for VideoManager EL (On-premises) solution, the Customer must verify the server is not a Domain Controller.
VideoManager EL for on-premises cannot be installed on a server running Active Directory or Exchange applications on the Customer’s network.
The ICVs are configured with a hidden SSID and WPA2-AES Security with a 128-bit Pre-shared Key. If another type of security is desired, the Customer will be responsible for configuring these security requirements into the ICVs. This information must be supplied through the IT Questionnaire in order for the factory to configure the correct security requirements.
If the Customer is supplying their own Access Point, it must be 5 GHz 802.11n compatible.
LPR INTEGRATIONS & PARKING SOLUTION DESCRIPTION
LINC SOLUTION
Using the Motorola ALPR Engine, LinC leverages existing infrastructure to transform non-ALPR cameras into high-performing ALPR systems. LinC software analyzes camera and VMS streams to extract ALPR events, enhances the data with location, time, and vehicle details, and integrates seamlessly with VehicleManager Enterprise for comprehensive data management.
Key Features and Benefits:
Integration with Existing Hardware: This solution utilizes existing VMS cameras, and processing can be done either centrally or at the edge to offer compatibility with any level of network infrastructure.
Comprehensive Data Management: Integrates with VehicleManager Enterprise for centralized data storage and management.
Real-Time Processing: Processes VMS-supported RTSP feeds into ALPR detections in real time and allows real-time alerting from the Vehicle Manager through email, TAS, and Mobile Companion.
Enhanced Cloud Processing: This technique combines local processing of HD video streams with subsequent cloud-based vehicle detail analysis to enhance metadata collection and accuracy.
Flexible Compatibility: Supports ONVIF or RTSP-compatible cameras with specific technical requirements.
AVIGILON CAMERA INTEGRATION
The Avigilon Camera Integration allows customers to convert their non-ALPR Avigilon cameras into ALPRcapable devices. This integration incorporates ALPR data within the VehicleManager Enterprise back-office solution, providing a scalable, secure, and fully integrated data management system.
Key Features and Benefits:
Engineering Support: Includes ongoing support, new integrations and security patching.
Integration Services: Facilitates local device configuration and troubleshooting without requiring additional development.
Camera Mapping: Provides detailed geocode mapping and camera-specific filtering for precise ALPR data management.
Full Data Management: Offers secure storage, access control, and watchlist alerting based on site retention policies.
Image and Advanced Analytics: Enables post-processing of images for vehicle details and offers comprehensive search and trend analysis capabilities.
COMPETITIVE INTEGRATION
The Competitive Integration solution enables customers to integrate their third-party ALPR hardware with the VehicleManager back-office system. This integration ensures seamless data ingestion and management, allowing federated queries and data sharing as if sourced directly from Motorola cameras.
Key Features and Benefits:
Engineering and Integration Support: Provides updates, new integrations, security patching, and data migration services.
Seamless Installation: Ensures easy installation and configuration without additional development requirements.
Detailed Camera Mapping: Allows precise 1:1 camera mapping, geocode mapping, and specific camera filtering.
Robust Data Management: Supports data storage based on agency retention policies and integrates with national data-sharing programs.
Advanced Image Analytics: Processes ALPR data for detailed vehicle information and facilitates advanced vehicle search and analysis.
WATCHGUARD INTEGRATION
The WatchGuard ICV integration enhances existing camera systems by enabling license plate recognition and real-time data transmission to CarDetector Mobile (CDM). This integration supports immediate alerting, data synchronization, and scalable expansion of LPR capabilities.
Key Features and Benefits:
On-Device LPR: M500 cameras use an on-device engine to provide immediate license plate recognition.
Real-Time Alerts: Data sent to CDM triggers hotlist alerts, ensuring quick response to critical information.
CDM Feature Access: Utilizes advanced CDM features like Mobile Hit Hunter for improved alert management.
Data Synchronization: Supports hotlist synchronization and detection sharing through the VehicleManager platform.
Scalability: Allows for easy addition of more LPR cameras, ensuring expandable coverage and enhanced situational awareness.
PARKING TOOLKIT
Our customizable Parking Toolkit offers a comprehensive solution for managing and enforcing parking regulations. It supports fixed camera installations in garages and mobile enforcement, providing features like permit verification, digital chalking, and real-time occupancy statistics tailored to specific locations and schedules.
Key Features and Benefits:
Permit Enforcement: Helps ensure only authorized vehicles park in designated areas, increasing compliance.
Digital Chalking: Automates vehicle marking to monitor parking durations and enforce time-limited regulations.
Duplicate Permit Detection: Identifies and prevents fraudulent permit usage, ensuring fair parking practices.
Excessive Detection Monitoring: Tracks and reports excessive detections to address permit misuse.
Flexible Zone Setup: Allows the creation of geo-zones or manual zones for precise parking enforcement.
Customizable Permit Schedules: Enables tailored enforcement rules based on specific times and days.
Occupancy Statistics: Provides real-time data on parking occupancy for efficient space management.
LICENSE PLATE RECOGNITION TECHNOLOGY STATEMENT OF WORK
OVERVIEW
This Statement of Work (SOW) outlines the responsibilities of Motorola Solutions, Inc. (Motorola) and the Customer for the implementation of fixed or mobile License Plate Recognition (LPR) technology(s) and your License Plate Recognition Technology solution, if Deployment or Installation Services are purchased as part of certified third-party partners. A third-party partner(s) (Motorola-certified i install your License Plate Recognition Technology system(s) (if applicable).
This SOW addresses the responsibilities of Motorola and the Customer that are relevant to the implementation of the hardware and software components listed in the Solutions Description. Any changes or deviations from this SOW must be mutually agreed upon by Motorola and the Customer and will be addressed in accordance with the change provisions of the Contract. The Customer acknowledges any changes or deviations from this SOW may incur additional cost.
Motorola and the Customer will work to complete their respective responsibilities in accordance with the Project Schedule. Any changes to the Project Schedule must be mutually agreed upon by both parties in accordance with the change provisions of the Contract.
Unless specifically stated, Motorola will perform the work remotely. The Customer will provide Motorola personnel with access to their network and facilities so Motorola is able to fulfill its obligations. The Customer is responsible for acquisition and use of a remote access tool that complies with the regulations controlling use of the remote time zone
(Monday through Friday from 8:00 a.m. to 5:00 p.m.).
The number and type of software subscription licenses, products, or services provided by Motorola are specifically listed in the Contract and referenced in the SOW. Services provided under this SOW are governed by
AWARD, ADMINISTRATION, AND PROJECT INITIATION
Project Initiation and Planning will begin following the execution of the Contract between Motorola and the provide status reports on a regular
activities completed, activities planned, progress against the project schedule, items of concern requiring attention, as well as, potential project risks and agreed upon mitigation actions.
Motorola utilizes Google Meet as its teleconference tool. If the Customer desires to use an alternative teleconferencing tool, any costs incurred from the use of this alternate teleconferencing tool will be the responsibility of the Customer.
FBI-CJIS SECURITY POLICY CRIMINAL JUSTICE INFORMATION
CJIS Security Policy Compliance
Motorola does not believe our LPR and License Plate Recognition Technology offerings require compliance with the FBI-CJIS Security Policy (CJISSECPOL) based on the definition in Section 4 of CJISSECPOL and how the FBI-CJIS defines Criminal Justice Information. However, Motorola does design its products with the LPR system design and features support best practice
security controls and policy compliance. In the event of a CJIS technical audit request, Motorola will support the Customer throughout this process.
Personnel Security Background Screening
Motorola will assist the Customer with completing the CJIS Security Policy Section 5.12 Personnel Security related to authorized personnel background screening when requested to do so by the Customer. Based on unescorte
information. Motorola has remote access tools to support virtual escorted access to on-premises customer assets.
Additionally, Motorola performs independent criminal background investigations including name based background checks, credential and educational vetting, credit checks, U.S. citizen and authorized worker identity verification on its employees.
Motorola will support the Customer in the event of a CJIS audit request to validate employees assigned to the project requiring CJIS Section 5.12 Personnel Security screening and determine whether this list is up to date and accurate. Motorola will notify the Customer within 24 hours or next business day of a personnel status change.
Security Awareness Training
Motorola requires all employees who will support the Customer to undergo Level 3 Security Awareness Training provided by Peak Performance and their CJIS online training platform. If the Customer does not have access to these records, Motorola can facilitate proof of completion. If the Customer requires additional and/or separate training, Motorola will work with the Customer to accommodate this request at an additional cost.
CJIS Security Addendum
Motorola requires all employees directly supporting the Customer to sign the CJIS Security Addendum if required to do so by the Customer.
Third Party Installer
The Motorola-certified third party installer will work independently with the Customer to complete the Section 5.12 Personnel Security checks, complete Security Awareness Training and execute the CJIS Security Addendum.
COMPLETION CRITERIA
The project is considered complete once Motorola has completed all responsibilities listed in this SOW. The mpletion will occur based on the Project Schedule to ensure Motorola is able to complete all tasks without delays. Motorola will not be held liable for project delays due to incomplete Customer tasks.
The Customer must provide Motorola with written notification if they do not accept the completion of Motorola responsibilities. Written notification must be provided to Motorola within ten (10) business days of task completion.
The project will be deemed accepted if no written notification is received within ten (10) business days.
In the absence of written notification for non-acceptance, beneficial use will occur thirty (30) days after functional demonstration of the system.
SUBSCRIPTION SERVICE PERIOD
If the contracted system includes a subscription, the sub receipt of credentials for access. The provision and use of the subscription service is governed by the Contract.
PROJECT ROLES AND RESPONSIBILITIES OVERVIEW
Motorola Project Roles and Responsibilities (if applicable) The Motorola Project Team will be assigned to the project under the direction of the Motorola Project Manager.
Each team member will be engaged in different phases of the project as necessary. Some team members will be multi-disciplinary and may fulfill more than one role.
In order to maximize effectiveness, the Motorola Project Team will provide various services remotely by teleconference, web-conference, or other remote method in order to fulfill our commitments as outlined in this SOW.
Our experience has shown customers who take an active role in the operational and educational process of their system realize user adoption sooner and achieve higher levels of success with system operation. The subsections below provide an overview of each Motorola Project Team Member.
Project Manager (PM)
may include but are not limited to:
Manage Motorola responsibilities related to the delivery of the project.
Maintain the Project Schedule, and manage assigned Motorola personnel, subcontractors, and suppliers as applicable.
Coordinate schedules of assigned Motorola personnel, subcontractors, and suppliers as applicable.
Maintain project communications with the Customer.
Identify and manage project risks.
Coordinate collaboration of Customer resources to minimize project delays.
Evaluate project status against Project Schedule.
Conduct status meetings on mutually agreed upon dates to discuss project status.
Provide timely responses to Customer inquiries and issues related to project progress.
Conduct status calls with the Customer throughout the Project up to and including Go-Live.
System Technologist
The System Technologist (ST) will work
Camera programing
Camera alignment
Licensed Software Training
Develop and submit Start Up and Commissioning Sign Off (SSU&C) Technical Trainer / Instructor
The Technical Trainer / Instructor provides training in accordance with the Training Plan provided to the Customer.
Motorola-Certified Installer
The Motorola-certified installer is primarily responsible for installing in-car and fixed LPRs. There are specific requirements the 3rd party partner must meet in order to be considered a Motorola-certified installer, and they include (but are not limited to) the following:
Required Training
SSU&C Onsite Training - Included Certification testing completed and passed Networking (must meet one of the following three requirements) - CompTia Network + Certification - Networking Degree in IT - Basic Networking RDS003 ASE Certification for Mobile Installers
Electrical Certification - Electrical Certification/Permitting Low Voltage Certification
High Voltage Certification
Equipment Certification - Bucket Truck Certification - Any applicable testing equipment certification Other responsibilities the Motorola-certified installer may be involved in include the fixed and/or mobile installation of cellular routers, wired networks, poles, trenching, and conduit runs as well as the manufacturing and/or service of trailers. These activities will only be completed by Motorola if Motorola quotes these services; otherwise, the completion of these services are solely the responsibility of the Customer.
Customer Support and Services Team
The Customer Support and Services Team will provide on-going support to the Customer following Go-Live and final acceptance of the project.
Customer Project Roles and Responsibilities (if applicable) Motorola has defined key resources that are critical to this project and must participate in all the activities defined in this SOW. During the Project Planning phase, the Customer will be required to provide names and contact information for the roles listed below. It is critical that these resources are empowered to make decisions based Project Initiation through Beneficial Use of the system. In the event the Customer is unable to provide the resources identified in this section, Motorola may be able to supplement these resources at an additional cost.
Project Manager
The PM will act as the primary point of contact for the duration of the project. In the event the project involves include, but are not limited to:
Communicate and coordinate with other project participants.
Manage the Customer Project Team including subcontractors and third-party vendors. This includes timely facilitation of tasks and activities.
Maintain project communications with the Motorola PM.
Identify tasks required of Customer staff that are outlined in this SOW and the Project Schedule.
Consolidate all project inquiries from Customer staff to present to Motorola PM.
Approve a deployment date offered by Motorola.
Review Project Schedule with the Motorola PM and finalize tasks, dates, and responsibilities.
Measure and evaluate progress against the Project Schedule.
Monitor project to ensure resources are available as required.
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 meet the deployment date.
Assign one or more personnel to work with Motorola staff as needed for the duration of the project, including one or more representatives from the IT department.
Identify a resource with authority to formally acknowledge and approve milestone recognition certificates, as well as, approve and release payments in a timely manner.
Provide Motorola personnel with access to all Customer facilities where system equipment is to be installed.
Temporary identification cards are to be issued to Motorola personnel, if required for access.
Ensure remote network connectivity and access for Motorola resources, if applicable to the solution.
Assume responsibility for all fees pertaining to licenses, permits, inspections and any delays associated with inspections due to required permits as applicable to this project.
Provide reasonable care to prevent equipment exposure from contaminants that may cause damage to the equipment or interruption of service.
Ensure a safe working environment for Motorola personnel.
Identify and manage project risks.
Provide signature(s) of Motorola-provided milestone recognition certificate(s) within ten (10) business days of receipt.
IT Support
responsible for managing Customer provisioning and providing Motorola with the required information for LAN, WAN, server and client infrastructure.
The IT Support Team responsibilities include but are not limited to:
Participate in delivery and training activities to understand the software and functionality of the system.
Participate with Customer Subject Matter Experts (SMEs) during the provisioning process and associated training.
Authorize global provisioning decisions and be the Point of Contact (POC) for reporting and verifying problems.
Monitor firmware updates
Implement changes to Customer infrastructure in support of the proposed system.
Agency Manager
The Agency Manager will act as the primary POC upon project completion.
Push internal requests for updates through appropriate channels Monitor all firmware updates and all other security measures for physical hardware as required by the Customer internal policies
Administer users
Audit reports
Manage Hotlist and Hotlist functionality
Attend Agency Manager training
Oversee or act as the training POC
Ensure all Authorized Users are aware of usage restrictions and any applicable terms related to the use of the LPR System
Controls appropriate use and data storage policies as well as procedures for the data maintained outside the LPR system. This includes when any information is disseminated, extracted or exported out of the LPR system
Controls and is responsible for developing the policies, procedures, and enforcement for applying deletion/purging and dissemination rules to information within and outside of the LPR system.
Ensure data and system protection strategies are accomplished through the tools provided by Motorola for account and user management features along with audit and alert threshold features.
Subject Matter Experts (SMEs)
SMEs are a core group of users involved with the analysis, training and implementation process. The SMEs should be experienced users in their own respective field (evidence, dispatch, patrol, etc.) and should be empowered by the Customer to make decisions based on workflows and department policies related to the proposed system.
General Customer Responsibilities (If Applicable)
In addition to the Customer responsibilities listed above, the Customer is responsible for the following:
installed and/or evaluated at the Customer sites identified.
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 obliga
includes, but is not limited to providing a traffic safety plan to facilitate the safe deployment of all Equipment that is installed on, over, or near Sites with active roadways. 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. The Equipment used for the Services will only be located at such site.
If the Solution is to be accessed remotely, Customer will only access Solution in the manner described by Solution documentation or as otherwise instructed by Motorola.
Site Conditions and Issues. 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.
All costs associated with permitting.
Supply a proper power source to all Motorola Solutions provided equipment.
Provide ALL points of attachment for hardware that include fixed LPR Cameras and associated equipment and ensuring all equipment is attached in accordance with local policies and codes.
Supply any new infrastructure required to mount or attach the Motorola Solutions hardware to.
Trenching as required for the purpose of running electrical power All poles and existing infrastructure that are not being purchased from Motorola as part of the LPR solution.
All Utility locates needed for impacted areas.
Providing the communications point of attachment for each site.
When cellular service is used as the point of connection, customer is responsible for providing cellular service and SIM cards if they are not being purchased from Motorola as part of the LPR solution.
All Customer-provided equipment, including third-party hardware and software needed for the proposed system but not listed as a Motorola deliverable. Examples include end user workstations, network equipment, etc.
Configure, test, and maintain third-party system(s) that will interface with the proposed system.
Establish an Application Programming Interface (API) for applicable third-party system(s) and provide documentation that describes the integration to the Motorola system.
All work is to be performed by Motorola-certified installers. The Customer is responsible for work performed by non-certified installers.
the proposed system.
Mitigate the impact of upgrading Customer third-party system(s) that will integrate with the proposed system.
Motorola strongly recommends working with the Motorola Project Team to understand the impact of such upgrades prior to taking action.
Electronic versions of any documentation associated with business processes identified.
Ability to participate in remote project meetings using Google Meet or a mutually agreed upon Customerprovided remote conferencing tool.
Manage the Hotlist in accordance with the rules and regulations of the Customers State. -party vendor(s) or subcontractor(s).
NETWORK AND HARDWARE REQUIREMENTS
The following requirements must be met by the Customer prior to Motorola installing the proposed system:
Provide network connectivity for the transfer and exchange of data for the proposed system.
Provide remote access for Motorola personnel to configure the system and conduct diagnostics.
Provide Internet access to fixed and mobile equipment.
Provide devices such as workstations, tablets, and smartphones with Internet access for system usage.
Chrome is the recommended browser for optimal performance. The workstations must support MS Windows 11 Enterprise.
Provide and install antivirus software for workstation(s).
Provide Motorola with administrative rights to Active Directory for the purpose of installation, configuration, and support (if applicable).
hardware requirements.
PROJECT PLANNING
A clear understanding of the needs and expectations of Motorola and the Customer is critical to fostering a collaborative environment of trust and mutual respect. Project Planning requires the gathering of specific information to set clear project expectations and guidelines, as well as lay the foundation for a successful implementation.
Project Planning Session (if applicable)
A Project Planning Session will be scheduled after the Contract has been executed. The Project Planning Session is an opportunity for the Motorola and Customer PM to meet prior to the Project Kickoff Meeting and review key elements of the project and expectations. Depending on the items purchased, the agenda will typically include:
A high level review of the following project elements: - Contract documents. - A summary of contracted applications and hardware as purchased. - commitments. - A high level Project Schedule with milestones and dates.
Confirm CJIS background investigations and fingerprint requirements for Motorola employees and/or subcontractors.
Confirm Customer location for Motorola to ship their equipment for installation.
Motorola Responsibilities
Schedule the remote Project Planning Session.
Request the assignment of Customer Project Team and any additional Customer resources that are Provide the initial Project Schedule.
Baseline the Project Schedule.
approach.
Document mutually agreed upon Project Kickoff Meeting Agenda.
Request user information required to establish the Customer in associated training portals.
Customer Responsibilities
Identify Customer Project Team and any additional Customer success.
Acknowledge the mutually agreed upon Project Kickoff Meeting Agenda.
Provide approval to proceed with the Project Kickoff Meeting.
Motorola Deliverables
Project Kickoff Meeting Agenda.
Project Kickoff (if applicable)
Motorola will work with the Customer to understand the impact of introducing a new solution and the preparedness needed for a successful implementation.
Note The Detail Design Review (DDR), if applicable, is completed during the pre-sales process and normally completed prior to Contract award. Delay in the DDR review may impact the project schedule. Motorola will not be responsible for additional costs or delays incurred for Customer requested changes to the DDR.
Motorola Responsibilities
Review Contract documents including project delivery requirements as described in this SOW.
Discuss the deployment start date and deliver the Deployment Checklist.
Discuss Mobile LPR equipment installation activities and responsibilities.
Discuss Fixed LPR installation activities and responsibilities.
Discuss project team participants and their role(s) in the project with fulfilling the obligations of this SOW.
Review resource and scheduling requirements.
Review the DDR, arranging for additional meeting for review as needed Review the Credentials Form
Discuss Motorola remote system access requirements (24-hour access to a secured two-way Internet Complete all necessary documentation (i.e. fingerprints, background checks, card keys, etc.) required for Motorola resources to gain access to Customer facilities.
Discuss the Training Plan.
Review and agree on completion criteria and the process for transitioning to support.
Customer Responsibilities
Provide feedback on project delivery requirements.
Review the Deployment Checklist.
Review the roles of project participants to identify decision-making authority.
Grant Motorola Support access in the License Plate Recognition Technology program Validate non-disclosure agreements, approvals, and other related items are complete (if applicable).
Provide all documentation (i.e. fingerprints, background checks, card keys, etc.) required for Motorola resources to gain access to Customer facilities.
Motorola Deliverables
Project Kickoff Meeting Minutes
Deployment Checklist
PROJECT EXECUTION
Hardware Procurement and Installation (if applicable)
Motorola will procure contracted hardware as part of the ordering process. The Customer is responsible for but is not limited to:
Power
Heating and Cooling
Network Connectivity
Access and Security
Conduit and Cabling
Motorola Responsibilities
Procure contracted equipment and ship to the Customer's designated location.
Verify remote connection to hardware.
The installer will be responsible for installing all Motorola provided hardware.
Installer will utilize a certified electrician when wiring power to equipment.
Verify whether the hardware is properly installed, connected to the network, and positioned to capture license plate data. (if applicable).
Create a Trip Report outlining the activities completed during configuration and testing of system hardware.
Customer Responsibilities (if applicable)
Provide Motorola with the correct IP address(es) for configuration Inventory LPR equipment after arrival at Customer location.
Procure Customer-provided equipment and make it available at the installation location.
Install backend server in Customer's designated area (if applicable).
Confirm the server room complies with environmental requirements (i.e. power, uninterruptible power, surge protection, heating/cooling, etc.)(if applicable).
le)
Conduct a power-on test to validate the installed hardware and software are ready for configuration.
Provide, install, and maintain antivirus software for server(s) and/or workstation(s).
Enable outgoing network connection (external firewall) to License Plate Recognition Technology Install Customer-supplied Access Points (if applicable).
Verify all equipment directly connected to power is properly installed and connected to the network (if applicable).
For remote deployments, the Customer is responsible for verifying all equipment is connected to their network Confirm access to installed software on Customer-provided workstation(s).
Motorola Deliverables
Contracted Equipment
Mobile LPR Camera System (If Applicable)
The Motorola-certified installer will complete the installation of the Mobile LPR system(s) within the Customerprovided vehicle(s) or selected location. The installer may also be responsible for installing cellular routers or WiFi radios inside the vehicle(s) for wireless upload of video and images.
The Customer vehicles must be available for the ST to complete the configuration and testing of the contractual number of Mobile LPR cameras. If the Customer does not have all vehicles available during the agreed upon date and time, the Customer may opt to sign-off on the number of Mobile configurations completed. If the Customer requires the ST to complete the full contractual number of Mobile LPR Cameras at a later date and time, additional cost may be incurred.
Note The Pricing Page will reflect the Mobile LPR installation services by Motorola if Motorola is responsible for the installations.
Motorola Responsibilities
Setup server for Mobile LPR digital video recorder (DVR) configuration.
Create configuration USB used to complete Mobile LPR hardware configuration and validation.
Travel to the Customer site to conduct configuration and testing of Mobile LPRs.
Complete Mobile LPR configuration on a single vehicle, and validate the configuration with the Customer.
Point and aim the Mobile LPR camera for image capturing.
Install Licensed Software on Customer-provided mobile data terminal (MDT) Configure MDT Netowrk Card
Enable AI in Video Manager
Configure NetMotion (if applicable)
Receive Customer approval to proceed with remaining Mobile LPR configurations.
Complete remaining contracted vehicle configurations.
Test a subset of completed Mobile LPR hardware configurations.
For Motorola-certified installer, complete the installation of cellular router and confirm placement of antenna mounting with Customer (if applicable).
The Motorola-certified installer will install Customer-provided SIM card into cellular router and connect cellular router to the Mobile LPR (if applicable).
Customer Responsibilities
Provide Motorola with remote connection and access credentials to complete Mobile LPR hardware configuration.
Notify Motorola of the vehicle installation location.
Coordinate and schedule date and time for Mobile LPR hardware configuration(s).
Make Mobile LPR hardware available to Motorola for configuration and testing in accordance with the Project Schedule.
Provide cellular SIM Card for Internet connectivity to the installer at time of installation.
Motorola Deliverables
Complete Configuration and camera aiming as it applies to the proposed solution.
Fixed LPR Camera System Configuration (If Applicable)
The Motorola-certified installer will complete the installation of the Fixed LPR system(s) within the Customers designated locations. The installer may also be responsible for installing cellular routers or Wi-Fi radios for wireless upload of video and images. In the instance where Customer has purchased a self-deploy or quickdeploy camera without deployment or installation, the below Motorola responsibilities will be absorbed by the Customer.
Motorola Responsibilities
Review preliminary plans for installation
Verify with customer that proper permits and authorizations have been obtained Identify installation locations (pole or infrastructure asset) on which to install the Fixed LPR camera Motorola-certified installer will install the Fixed LPR camera Point and aim the Fixed LPR camera for image capturing
Install License Plate Recognition Technology Software
Customer Responsibilities
Approve installation locations
Obtain necessary permits and authorizations
Provide power to installation locations
Provide any required trenching
Coordinate with local utility companies in the case of any interrupted service requests or instances NOTE - The Customer is responsible for having all vehicles and devices available for installation per the Project Schedule. All cellular data fees and Internet connectivity charges are the responsibility of the Customer. When cellular service is used as the point of connection, customer is responsible for providing cellular service, and SIM cards if they are not being purchased from Motorola as part of the LPR solution. If a Motorola-certified installer is not used for installation, Motorola is not responsible for any errors in hardware installation, performance or delays in the Project Schedule. In the event the Customer takes on the responsibility of installing LPR cameras through a Motorola-certified installer, Motorola is also not responsible for any errors in hardware installation, performance or delays in the Project Schedule. For in-car LPR installations, an MDT is required for all vehicles (if applicable).
Automatic License Plate Recognition (ALPR) Commissioning (If Applicable) This section highlights the responsibilities of Motorola and the Customer when a Motorola In-Car Video (ICV) system interfaces with the LPR database.
Motorola Responsibilities
Create a Customer account in the LPR data system with authorized user emails.
Verify License Plate Recognition Technology software has been installed and launched per the Quickstart Guide.
Provide Mobile LPR - Officer Safety Basic and Advanced Pre-Installation Checklist.
Provide Agency Manager with Training Materials and Licensed Software MDT installation guide.
Advise Agency Manager of different options available to add new users.
Confirm Agency Manager is aware of registration required for Hotlists.
Confirm Agency Manager understands how to set up data-sharing.
Customer Responsibilities
Identify the Agency Manager.
Register to receive access to Hotlists.
SOFTWARE INSTALLATION AND CONFIGURATION (IF APPLICABLE) Motorola will install LPR software on a specified number of workstations. The Customer will be responsible for installing the software on the remaining workstations.
Licensed Software for the Mobile LPR Solution
Licensed Software is used in conjunction with Mobile LPR cameras. Installation consists of the following activities:
Network discovery.
Operating system and software installation.
Onboarding user / system identity set up.
Provide user access to the application.
License Plate Recognition Technology
License Plate Recognition Technology software is a cloud solution that does not require an onsite server and supports the full LPR Solution.
Motorola Responsibilities
Based on Customer feedback, perform the following activities: - Create users, groups, and permissions.
Test to ensure software is accessible to the Customer
Customer Responsibilities
CloudConnect Installation and Configuration (applicable for CommandCentral Aware purchase) Motorola Responsibilities
Verify remote access capability.
Remotely configure CloudConnect Virtual Machine within the Cloud Anchor Server.
Configure network connectivity and test connection to the CloudConnect Virtual Machine.
Create an IPSEC tunnel.
Provide Customer with the information for setting up the IPSEC tunnel.
Customer Responsibilities
Provide Motorola with two static IP addresses, corresponding subnet masks/default gateway, and available NTP and DNS IP for the CloudConnect Virtual Machine and the Cloud Anchor Server.
Confirm with Motorola the network performance requirements are met.
Configure firewall to allow traffic from IPSEC tunnel.
Completion Criteria
CloudConnect Virtual Machine configuration is complete and accessible throughout the network.
CommandCentral Evidence (if applicable)
Motorola will work with the Customer to determine best industry practices, current operations environment, and subsystem integration to ensure optimal configuration of your CommandCentral Evidence solution.
Motorola Responsibilities
Use the CommandCentral Admin Portal to provision users, groups, and rules based on Customer Active Directory data.
Guide the Customer in the configuration of CommandCentral Evidence.
Customer Responsibilities
urpose of Motorola conducting
CommandCentral Evidence provisioning.
Provision policies, procedures, and user permissions.
Configure evidence as directed by Motorola.
Third-Party Interfaces (if applicable)
-party system may consist of an iterative
series of activities depending on the complexity of accessing the third-party system. Interfaces will be installed and configured in accordance with the Project Schedule. The Customer is responsible for engaging third-party vendors as required to facilitate connectivity and testing of the interface(s).
Motorola Responsibilities
Develop and configure interface(s) to support the functionality described in the Solution Description.
Establish and validate connectivity between Motorola and third-party systems.
Perform functional demonstration to confirm the interface(s) can transmit and receive data t digital evidence management system.
Customer Responsibilities
Act as liaison between Motorola and third-party vendor(s) as required to establish connectivity to the LPR system.
Provide personnel authorized to make changes to the network and thirdintegration efforts.
Provide network connectivity between the LPR and the third-party system(s).
Provide information on API, SDKs, data scheme, and any documentation necessary to establish interfaces with all local and remote systems. This information should be provided to the Motorola PM within ten (10) business days of the Interface Engagement Meeting.
NOTE - At the time of initial design, unknown circumstances, requirements or anomalies may present difficulties with interfacing Motorola products to a third-party application. These difficulties could result in a poorly performing or a non-functional interface. By providing Motorola with this information early in the deployment process, will put us in the best position to mitigate these potential issues. If the resolution requires additional third-party integration, application upgrades, APIs, and/or additional software licenses, the Customer is responsible for addressing these issues at their cost. Motorola is not responsible for any delays or costs associated with third-party applications or
Customer-provided third-party hardware or software. All APIs provided by Motorola or integrations with third-party software are provided AS IS. Motorola is not liable for any claims or damages associated with third party applications, or Customer-provided third party hardware or software.
SYSTEM TRAINING
The objective of this section is to prepare for and deliver training. Motorola training consists of computer-based (online) and instructor-led (on-site or remote). Our training delivery methods will vary depending on course content. Training will be delivered in accordance with the Training Plan. As part of our training delivery, Motorola will provide user guides and training materials in an electronic format.
Online Training (if applicable)
Online training is made available to the Customer through LXP and/or Motorola vetted third party platforms.
Motorola Responsibilities
Designate a LXP Administrator to work with the Customer (if applicable).
Establish an accessible instance of LXP for the Customer (if applicable).
Configure a Customer-specific portal view.
Create initial Customer user accounts and a single Primary Administrator account..
Provide technical support for user account and access issues, LXP functionality, and Motorola managed content (if applicable).
Provide instruction to Customer on building groups.
Coordinate third party platform usage and additional course offerings Customer Responsibilities
Provide user information for the initial creation of accounts.
Complete LXP Administrator training (if applicable).
Ensure network and Internet connectivity for Customer access to training platforms.
Instructor-Led Training (On-Site and/or Remote, if applicable) InstructorMotorola Responsibilities
Deliver User Guides and training materials in an electronic format.
Perform training in accordance with the provided Training Plan.
Provide the Customer with training attendance rosters and summarize any pertinent information that may impact end user training.
Customer Responsibilities
Supply classroom(s) with the required computer and audio-visual equipment for training.
Designate training representatives who will work with the Motorola trainer(s) to deliver the training content.
Training Plan.
Motorola Deliverables
Electronic versions of User Guides and training materials.
Attendance rosters.
PROJECT GO-LIVE, CLOSURE, AND HANDOVER TO SUPPORT
Motorola will utilize the Deployment Checklist throughout the deployment process to verify features and functionality are in line with installation and configuration requirements. The Customer will witness the ST demonstrating the Deployment Checklist and provide feedback as features and functionality are demonstrated.
The Customer is considered Live on the system after the equipment has been installed, configured, and made available for use, and training has been delivered or made available to the Customer.
Upon the conclusion of Go-Live, the project is prepared for closure. Project closure is defined as the completion of memorializes a project closure. A System Acceptance Certificate will be provided to the Customer for signature to formally close out the project. The Customer has ten (10) business days to provide Motorola with a signed System Acceptance Certificate. If the Customer does not sign off on this document or provide Motorola written notification rejecting project closure, the project will be deemed closed. Upon project closure, the Customer will engage with Technical Support for onconditions of support.
Motorola Responsibilities
Provide the Customer with Motorola Technical Support engagement process and contact information.
Provide Technical Support with the contact information of Customer users who are authorized to engage Technical Support.
Ensure Deployment Checklist is complete.
Obtain Customer signature on the System Acceptance Certificate.
Provide Customer survey upon closure of the project.
Customer Responsibilities
Within ten (10) business days of receiving the System Acceptance Certificate, provide signatory approval signifying project closure.
Support.
Engage Technical Support as needed.
Motorola Completion Criteria
Provide Customer with survey upon closure of the project.
ASSUMPTIONS
This SOW is based on the following list of assumptions (if applicable):
Pole installations will be done on grassy/dirt/gravel areas or sites where excavation can easily be done with fstandard auger equipment.
Site conditions meet all applicable industry and legal standards (including standards promulgated by OSHA or other governmental or regulatory bodies)
Information provided and approved in the Presales DDR process was accurate
1LEARNING SUBSCRIPTION STATEMENT OF WORK
OVERVIEW
This Statement of Work (“SOW”) defines the principal activities and responsibilities of all parties for enabling access to Motorola Solutions’ Learning eXperience Portal (“LXP”) with a Learning Subscription. The LXP will be accessible once the Customer is on-boarded within the system and both parties have fulfilled their responsibilities noted below. It will remain available through the contracted term.
This SOW, including all of its subsections and attachments, is an integral part of the Subscription Services Agreement or other signed agreement (“Agreement”) between Motorola Solutions, Inc. (“Motorola Solutions”) and the Customer (“Customer”) and is subject to the terms and conditions set forth in the Agreement.
DESCRIPTION OF SERVICE
Motorola Solutions provides access to an agency-specific version of the LXP as part of the Learning Subscription.
The Learning Subscription consists of technology-specific hubs. The LXP serves as a Learning Management System (“LMS”), providing the Customer with a central repository for training content. Motorola Solutions and the Customer will take the actions described in Section 1.5: Motorola Solutions Responsibilities and Section 1.7:
Customer Responsibilities to establish and maintain the Learning Subscription for the Customer.
DEFINITIONS
Learning eXperience Portal (“LXP”) - An agency-specific learning platform that is administered autonomously for the duration of this agreement.
Learning Subscription - Includes access to the LXP and access to a technology-specific hub.
Online Content - Includes multiple types of digital instruction in which the learning material is presented via the internet. Online content can be enrolled in, completed, and tracked via the system.
Instructor Led/Virtual Instructor Led Content - A live session conducted by a Motorola Solutions or Customer instructor. The LXP will be used to schedule the session, enroll users for it, and track users’ progress.
Learning Path - A set of pages used to navigate and display content. This content can be grouped by role, phase, or another grouping that learners and managers can use to assist in planning curriculum.
Group - A more granular segmentation of LXP users for the purpose of content access and management.
Account Management - The act of loading individual user account details into the Motorola Solutions authentication system and using this to allow the Customer access to the LXP.
Primary Administrator - The individual responsible for coordinating group administrators, organizing users, and setting up a custom site header image. The Customer may use a unique Customer-provided image, like a County seal or badge, as the site header image. The Primary Administrator is provided by the Customer.
Group Administrator - Individuals that can edit the list of users included in groups and determine individual content assignments. They will have access to user activity reports. The Group Administrator is provided by the Customer.
Motorola Solutions Hub - Training and documentation created and maintained by Motorola Solutions. Motorola Solutions Hub content is accessed through the LXP. By subscribing, a user has access to a technology-specific hub.
Bring your own Training (“BYOT”) - Training and documentation content that are created and maintained by the Customer.
LMS Administrator - A Motorola Solutions Worldwide Education employee assigned to assist the Customer’s administrators with LXP usage. This person is also responsible for any non-Customer enabled activities like setting up LXP Publisher that was provided by the Customer.
LXP Publisher - individual who can upload, manage and archive BYOT content. The LXP Publisher is provided by the Customer.
SCOPE
This service includes unlimited access to Motorola Solutions’ LXP for the subscription duration. The LXP is a central tool for administering training courses and providing teams with easy access to learning content and documents they need to perform their role. The Customer will receive the Learning Subscription, which will include Motorola Solutions technology-specific training content organized in a Hub. The Customer may supplement this content with additional courses created by the Customer.
Here are the actions Motorola Solutions take to support the Customer:
Hosting LXP content in Chicago, and backing that content up regularly.
Providing 24/7 access to Motorola Solutions’ Customer Managed Support Operations (“CMSO”). A Motorola Solutions representative will log the Customer’s support requests in Motorola Solutions’ Case Management System.
Providing security patches, as they are developed, to maintain LXP server integrity.
In the event of a failure, implementing disaster recovery for the system.
Motorola Solutions will perform regularly scheduled maintenance, during which the LXP will be unavailable.
MOTOROLA SOLUTIONS RESPONSIBILITIES
Designate a LMS Administrator to work with the Customer.
Establish an 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. The LXP will alert the Customer 48 hours in advance of scheduled maintenance.
Provide technical support for user account and access issues, base system functionality, and Motorola Solutions-managed content. Section 1.8: Technical Support Incident Priority Levels and Restoration Times describes technical support priorities.
Monitor the Learning Subscription server. Provide support for server incidents in accordance with the priority levels defined in Section 1.8: Technical Support Incident Priority Levels and Restoration Times.
LIMITATIONS AND EXCLUSIONS
The following activities are outside the scope of Motorola Solutions’ responsibilities for this service:
Creating or maintaining unique Customer BYOT Content.
Providing updates or access to the Customer’s published files and source files.
Assisting the Customer with adapting or adjusting Customer-provided content for use as BYOT Content on the LXP.
Motorola Solutions is not responsible for the BYOT content provided by the Customer.
Gathering, tracking, or maintaining users’ Personally Identifiable Information (“PII”) data, apart from data gathered to support access to Motorola Solutions training and documentation. This data includes: name, email address, company name, company location, and phone number.
The Customer will only receive access to transcripts and user reports provided through the user interface.
Other types of data reporting will not be available to Customers.
CUSTOMER RESPONSIBILITIES
Provide user information for initial creation of accounts.
Provide network and internet connectivity for the Customer’s users to access the LXP.
Complete the onboarding tutorials for LXP end users in all the roles.
Order and maintain subscription to access Motorola Solutions’ LXP.
Contact Motorola Solutions to engage Technical Support when needed. Acknowledge that incidents will be handled in accordance with the priority definitions and times included in Section 1.8: Technical Support Incident Priority Levels and Restoration Times.
Remove your BYOT content from the system within 60 days after the end of the term. Motorola Solutions will be archiving your BYOT content 60 days after the end of term and will not be responsible for producing Customer content after that date.
TECHNICAL SUPPORT INCIDENT PRIORITY LEVELS AND RESOLUTION TIMES Priority Example Target
Response Times
Resolution
Times
Urgent A widespread outage of the system. Any
problem where more than 5 users are
unable to complete learning modules due
to widespread outages.
1 hour 4 hours
High A situation which affects 1 to 5 users, no
workaround available. For example, site
outage due to technical issue within the
LMS which means 1 to 5 users cannot
access the learning module.
1 business day 2 business days
Normal A situation which affects fewer than 5
people where a workaround is available.
For example, site is still functioning but for
fewer than 5 people and there are issues
which prevent learners accessing
individual progress reports.
2 business days 5 business days
Low No effect on learners accessing the
system. For example, request to add an
LMS plugin such as the quiz module.
2 business days 2 weeks
YOUR CONTENT
You may upload Content to the Service in connection with Your use of the Service. The purpose is to host technology training that supports your Motorola Solutions ecosystem and not to host compliance training or competitors’ training.
Motorola does not verify, endorse, or claim ownership of any Content, and You retain all right, title, and interest in and to the Content. Your Content and the Content of Participants may be stored on Motorola’s servers at Your request, as necessary for Motorola to provide the Service. You are solely responsible for making and keeping backup copies of Content. Motorola shall use commercially reasonable efforts to block the uploading of Content to the Service that contains viruses detected by using industry standard virus detection software. Except as provided herein, Motorola has no responsibility or liability for the deletion or accuracy of Content, the failure to store, transmit or receive transmission of Content (whether or not processed by the Service), or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Certain features of the Service enable you to specify the level at which such Service restricts access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content.
YOUR REPRESENTATIONS AND WARRANTIES REGARDING CONTENT
You represent and warrant that (a) You are the owner, licensor, or authorized user of all Content; and (b) You or your authorized user will not upload, record, publish, post, link to, or otherwise transmit or distribute Content that:
(i) advocates, promotes, incites, instructs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or Motorola, or any rights of publicity or privacy of any party; (iii) attempts to mislead others about Your identity or the origin of a message or other communication, or impersonates or
otherwise misrepresents Your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, hateful, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, Information, or property of another; or (vii) violates any law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).
MOTOROLA ACCESS TO CONTENT
You acknowledge that the Service is automated (e.g., Content is uploaded using software tools) and that Motorola personnel will not access, view, or listen to any Content, except as reasonably necessary to perform the Service, including but not limited to the following: (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, or technical issues; (c) as deemed necessary or advisable by Motorola in good faith to conform to legal requirements or comply with legal process; or (d) enforce this Agreement, including investigation of potential violations hereof, as further described in Section 3.4 (Investigations).
WIND DOWN OF SUBSCRIPTION SOFTWARE
In addition to the termination rights in the MCA, Motorola may terminate any Ordering Document and Subscription Term, in whole or in part, in the event Motorola plans to cease offering the applicable Learning Subscription or Service to customers.
MODIFICATIONS
In addition to other rights to modify the Products and Services set forth in the MCA, Motorola may modify the Learning Subscription, 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 Learning Subscription may be updated to reflect such modifications. For clarity, new features or enhancements that are added to any Learning Subscription may be subject to additional Fees.
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EXHIBIT C
Motorola Solutions Customer Agreement
MCA between Motorola Solutions, Inc., and
Motorola
Customer be referred
Party Parties This Agreement (as defined below) is effective as of the earlier of (a) the first purchase of a Product from Motorola, and (b) the date of the last signature on the Agreement Effective Date 1. Agreement.
1.1. Scope; Agreement Documents as defined below) from
Motorola. Additional terms and conditions applicable to specific Products are set forth in one or more agreed upon addenda incorporated within Addendum Addenda
the applicable Addenda, and Proposal Agreement
1.2. Order of Precedence. In interpreting this Agreement and resolving any ambiguities each Addendum will control with respect to conflicting terms in the Agreement, but only as applicable to the Products described in such Addendum. The Proposal will control with respect to conflicting terms in the MCA or any Addenda, but only as applicable to the Products and Services described in the Proposal.
2. Definitions.
Authorized Users
the Products and Services on behalf of Customer, and that are not competitors of Motorola, and the entities (if any) specified in a Proposal or otherwise approved by Motorola in writing (email from an authorized Motorola signatory accepted), which may include affiliates or other Customer agencies. means a written amendment to this Agreement after the Effective Date. is a solution that includes at least one radio Product, whether devices, software, or infrastructure, and requires Integration Services to deploy such radio Product at a Customer Site or onto any Customer-Provided Equipment or Equipment provided to Customer.
Fees
taxes and freight charges.
Confidential Information and all non-public information provided by one Party to the other 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 business person would consider non-public and confidential by its nature. With respect to Motorola, Confidential Information will also include Products, and Documentation, as well as any other information relating to the Products. has the meaning given to it in the DPA.
Customer-Provided Equipment
which may be used with the Products.
Data Processing Addendum DPA Data Processing Addendum applicable to processing of data, including Customer Data, as updated, supplemented, or superseded from time to time. The DPA is incorporated into and made a part of this Agreement for all purposes pertaining to the contents of the DPA. Where terms or provisions in the Agreement conflict with terms or provisions of the DPA, the terms or provisions of the DPA will control with respect to the contents of the DPA.
means the documentation for the Products, or data, that is delivered or made available with the Products 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
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information.
means hardware provided by Motorola.
Lease- means the agreement by which Customer finances all or a portion of the Contract Price.
means comments or information, in oral or written form, given to Motorola by Customer or Authorized Users, including end users, in connection with or relating to the Products. means the design, deployment, implementation, and integration Services provided by Motorola in order to design, install, set up, configure, and/or integrate the applicable Products as agreed upon by the Parties.
means software which is made available to Customer by Motorola (for example software preinstalled on Equipment, accessible via a website provided by Motorola, or software installed on or made available for Customer-Provided Equipment) and is licensed to Customer by Motorola.
Lifecycle Management Services LMS
means the break/fix maintenance, technical support, or other Services described in the applicable Proposal.
means data owned by Motorola and made available to Customer in connection with the Products; means proprietary equipment, hardware, content, 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). Products, Motorola Data, Third-Party Data (as defined in the DPA), and Documentation, are considered Motorola Materials. - means collectively, Customer or third-party equipment, software, services, hardware, content, and data that is not provided by Motorola.
SOW edules, technical
specifications, quotes, order forms, and other documents setting forth the Products to be purchased by Customer ATP
(Communications Sys
depending on the Products purchased by Customer.
or is how the Equipment, Licensed Software and Services being purchased by the Customer is collec
are services provided by Motorola to Customer under this Agreement, including Integration Services, the nature and scope of which are more fully described in the Proposal. means any jurisdiction in which the provision of such Products is prohibited under applicable laws or regulations.
means services, including access to services, as described in the Proposal, and includes Integration Services, Subscription Services, Professional Services, Maintenance & Support Services, and Lifecycle Management Services provided by Motorola.
rvices described in a Proposal.
has the meaning given to it in the DPA.
or means the location where the Integration Services, Lifecycle Management Services, or Maintenance and Support Services will take place.
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Software-as-a-Service SaaS
Licensed Software, which may include, as an example, client software or a web page. means a solution that includes at least one Licensed Software Product and requires Integration Services to deploy such Licensed Software Product at a Customer Site or onto any Customer-Provided Equipment or Equipment provided by or made available to Customer by Motorola.
Subscription payment for Products, as set out in the Proposal.
Recurring Services
subscription basis. Subscription Services includes services available through SaaS Products. means the term of this MCA which 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 Proposal in effect, or (b) the expiration of all applicable warranty periods, unless the MCA is earlier terminated as set forth herein.
3. Products and Services.
3.1. Products. Motorola will sell (a) Equipment, (b) licenses to Licensed Software, and (c) Services to Customer, to the extent each is set forth in this Agreement. At any time during the Term, Motorola may substitute any Products at no cost to Customer, if the substitute is substantially similar to the Products set forth in this Agreement. All Licensed Software is provided pursuant to the terms of the Software License Agreement. 3.2. Services.
3.2.1. Motorola will provide Services, to the extent set forth in this Agreement.
3.2.2. Integration Services; Maintenance and Support Services. Motorola will provide (a) Integration Services at the applicable Sites, agreed upon by the Parties, or (b) Maintenance and Support Services or Lifecycle Management Services, each as further described in the applicable SOW. Terms applicable to Maintenance, Support and Lifecycle Management can be found in the Maintenance, Support and Lifecycle Management Addendum. 3.2.3. Service Proposals
may be set forth in the applicable SOW for the Services.
3.2.4. Service Completion. Services described in a Proposal will be deemed complete upon the Service Completion Date, or as Services expire, or are renewed or terminated.
3.2.5. Professional Services
3.2.5.1. Additional Service Terms. If Customer is purchasing Professional Services to evaluate or assess networks, systems or operations; network security assessment or network monitoring; software application development Services; or transport connectivity services, Additional Services Terms apply.
3.3. Additional Product Terms. If the Products include one of the following Products or Product types, additional terms apply as found in the below links:
Mobile Video Products, such as LPR cameras, bodycams, or vehicle cameras, and related software Drone related Products Comparison Manager Data licensed from Motorola 3.4. Non-Preclusion. If, in connection with the Products provided under this Agreement, Motorola performs assessments of its own, or related, products or makes recommendations, including a recommendation to purchase other products, nothing in this Agreement precludes such efforts nor precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products to Customer. Customer represents that this paragraph does not violate its procurement standards or other laws, regulations, or policies.
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3.5. Customer Obligations. Customer represents that information Customer provides to Motorola in connection with receipt of Products are accurate and complete in all material respects. If any assumptions in the Proposals or information provided by Customer prove to be incorrect, or if Customer fails to perform any of its obligations Agreement, including the scope, Fees, and performance schedule may be required.
3.6. Documentation. Products may be delivered with Documentation. Documentation is and will be owned by Motorola, unless otherwise expressly stated in a Proposal 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.
3.7. Motorola Tools and Equipment. As part of delivering the Products, 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 the Proposal.
Cus
while in its 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 such tools and equipment in its possession or control.
3.8. 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 to Products.
3.9. Export Control. Customer, its employees, and any other Authorized Users will not access or use the Products in any Prohibited Jurisdiction, and Customer will not provide access to the Products to any government, entity, or individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it and its Authorized Users are not named on any U.S. government list of persons prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it and its Authorized Users are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit its Authorized Users to access or use the Products or Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized Users will comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which Customer, its employees, and the Authorized Users are located.
3.10. 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 a Proposal by submitting a Change Order to the other Party. If a requested change causes an increase or decrease in the Products, 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.
4. Term and Termination.
4.1. Term. The applicable Addendum or Proposal will set forth the Term for the Products governed thereby.
4.1.1. Subscription Terms. Unless otherwise specified in the Proposal, if the Products are purchased as a Subscription, the Subscription commences upon delivery of, or Customer having access to, the first applicable Product ordered under this Agreement and will continue for a twelve (12) month period or such other period Initial Subscription Period
automatically renew for Renewal Subscription Year
either Party notifies the other 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 Subscription Term
Subscription Year by notifying Customer of the proposed increase no later than thirty (30) days prior to commencement of the Renewal Subscription Year.
4.2. Termination. Either Party may terminate the Agreement or the applicable Addendum or Proposal if the other Party breaches a material obligation under the Agreement and does not cure such breach within thirty (30) days
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after receipt of notice of the breach or fails to produce a cure plan within such period of time. Each Addendum and Proposal may be separately terminable as set forth therein.
4.3. Termination for Non-Appropriation. In the event any identified funding is not appropriated or becomes unavailable, the Customer reserves the right to terminate this Agreement for non-appropriation upon thirty (30) compensation for all conforming Products delivered or performed prior to the date of termination.
4.4. Suspension of Services. Motorola may promptly terminate or suspend any Products under a Proposal 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
4.5. Wind Down of Subscription. In addition to the termination rights in this Agreement, Motorola may terminate any Subscription Term, in whole or in part, in the event Motorola plans to cease offering the applicable Licensed Software or Subscription Services to customers.
4.6. Effect of Termination or Expiration. Upon termination for any reason or expiration of this Agreement, an Addendum, or a Proposal, Customer and the Authorized Users will return or d 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 agrees to pay Motorola for Products already delivered or performed.
Customer has a duty to mitigate any damages under this Agreement, including in the event of default by Motorola
5. Payment, Invoicing, Delivery and Risk of Loss
5.1. The Contract Price of $232,795.39, including taxes, is fully committed and identified, including all subsequent years of any contracted Services. The Customer will pay all invoices as received from Motorola subject to the terms of this Agreement and any changes in scope will be subject to the change order process as described in this Agreement.
Motorola acknowledges the Customer may require the issuance(s) of a purchase order or notice to proceed as stomer agrees that the issuance or non-issuance of
a purchase order or notice to proceed does not preclude the Customer from its contractual obligations as defined in this Agreement.
5.2. Fees. Fees and charges applicable to the Products will be as set forth in the applicable Proposal. Changes in the scope of Products described in a Proposal that require an adjustment to the Fees will be set forth in the applicable pricing schedule. The Fees for any Products exclude expenses associated with unusual and costly Site access requirements (e.g., if Site access requires a helicopter or other equipment), tariffs, fluctuations in the costs of energy, raw materials, and fuel. Motorola reserves the right to equitably adjust the Fees for these expenses upon written notice to Customer. Customer will reimburse Motorola for expenses reasonably incurred by Motorola in connection with the Products. The annual Subscription Fee for Products may include certain onetime Fees, such as start-up fees, license fees, or other fees set forth in a Proposal. Motorola may suspend Licensed Software and any Subscription Services if Customer fails to make any payments within thirty (30) days of invoice due date when due.
5.3. [Intentionally omitted]
5.4. Invoicing. Motorola will invoice Customer as described in this Agreement and Customer will pay all invoices within thirty (30) days of the invoice date or as otherwise specified in writing. In the event Customer finances the purchase of the Motorola Products contemplated herein v invoices for such purchase will be paid via the disbursement of the financing proceeds pursuant to the Equipment Lease - Purchase Agreement executed between the parties and the payment schedule enclosed therein shall
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control payment of the related invoices. 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 Section 5.6. Customer acknowledges and agrees that a purchase order or other notice to proceed is not required for payment for Products.
5.5. Payment. Customer will pay invoices for the Products provided under this Agreement in accordance with the invoice payment terms set forth in Section 5.4. Generally, invoices are issued after shipment of Equipment or Date of
a Software System, as applicable, but if a specific invoicing or payment schedule is set forth in the Agreement, such schedule will determine the invoicing cadence.
Motorola will have the right to suspend future deliveries of Products if Customer fails to make any payments when due.
5.6. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address:
Name:_______________________________________________________________________ Address:_____________________________________________________________________ Phone:______________________________________________________________________ E-INVOICE. To receive invoices via email:
Customer Account Number:______________________________________________________ Customer Accounts Payable Email:________________________________________________ Customer CC (optional) 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:______________________________________________________________________ Customer may change this information by giving written notice to Motorola.
5.7. Delivery, Title and Risk of Loss. Motorola will provide to Customer the Products set forth in a Proposal, 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 Section 5.6 or otherwise provided by Customer in writing, using a carrier selected by Motorola.
Notwithstanding the foregoing and unless otherwise stated in a Equipment Lease - Purchase Agreement, delivery of Equipment (and any incorporated Licensed Software) will occur, and title and risk of loss for the 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, or (b) the date Motorola otherwise makes the Licensed Software available for download or use by Customer. If agreed upon in a Proposal, Motorola will also provide Services related to such Products. Title to Licensed Software will not pass to Customer at any time. Delivery of SaaS Products will occur when the Services are made available to Customer.
5.8. Delays. Any shipping dates set forth in a Proposal 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.
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5.9. Future Regulatory Requirements. The Parties acknowledge and agree that certain Products (for example, cyber services) are in evolving technological areas and therefore, laws and regulations regarding Products may change. Changes to existing Products required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Products.
5.10. Resale of Equipment. Equipment may contain embedded Licensed Software. If Customer desires to sell its used Equipment to a third party, Customer must first receive prior written authorization from Motorola, which will not be unreasonably denied, and obtain written acceptance of the applicable Licensed Software license terms, including the obligation to pay relevant license fees, from such third party. Customer will take appropriate security measures when disposing of Equipment, including the deletion of all data stored in the Equipment.
6. Sites; Customer-Provided Equipment; Non-Motorola Materials.
6.1. Access to Sites. Customer will be responsible for providing all necessary permits, licenses, and other approvals necessary for the performance, installation and use of the Products at each applicable Site, including for Motorola 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.
6.2. 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. 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.
6.3. Site Issues. Upon its request, which will not be unreasonably denied, Motorola will have the right to inspect the Sites and advise Customer of any deficiencies or non-conformities with the requirements of this Section 6 Sites; Customer-Provided Equipment; Non-Motorola Materials. 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 a Proposal 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 Proposal.
6.4. Customer-Provided Equipment. Customer will be responsible, at its sole cost and expense, for providing and maintaining the Customer-Provided Equipment in good working order. Customer represents and warrants that it has all rights in Customer-Provided Equipment to permit Motorola to access and use the applicable CustomerProvided Equipment to provide the Products under this Agreement, and such access and use will not violate any laws or infringe any third-party rights (including intellectual property rights). Customer (and not Motorola) will be fully liable for Customer-Provided Equipment, and Customer will immediately notify Motorola of any CustomerProvided Equipment damage, loss, change, or thef under this Agreement, and Customer acknowledges that any such events may cause a change in the Fees or performance schedule under the applicable Proposal.
6.5. Non-Motorola Materials. In certain instances, Customer may be permitted to access, use, or integrate NonMotorola Materials with or through the Products. If Customer accesses, uses, or integrates any Non-Motorola Materials with the Products, Customer will first obtain all necessary rights and l -Motorola Materials in connection with the Products. Customer will also obtain the necessary rights for Motorola to use such Non-Motorola Materials in connection with providing the Products, including the right for Motorola to access, store, and process such Non-Motorola Materials (e.g., in connection with SaaS Products), and to otherwise enable interoperation with the Products. Customer represents and warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or integrating the applicable Non-Motorola Materials with the Products, and that Customer and its Authorized Users will comply with any terms and conditions applicable to such Non-Motorola Materials. If any Non-Motorola Materials requires access to Customer Data, Customer hereby authorizes Motorola to allow the provider of such Non-Motorola Materials to access Customer Data, in connection with the interoperation of such Non-Motorola Materials with the Products.
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6.6. Customer acknowledges and agrees that Motorola is not responsible for, and makes no representations or warranties with respect to, the Non-Motorola Materials (including any disclosure, modification, or deletion of Customer Data resulting from use of Non-Motorola Materials or failure to properly interoperate with the Products).
If Customer receives notice that any Non-Motorola Materials must be removed, modified, or disabled within the Products, Customer will promptly do so. Motorola will have the right to disable or remove Non-Motorola Materials if Motorola believes a violation of law, third- - Motorola Materials poses or may pose a security or other risk or adverse impact to the Products, Motorola,
6.7. Motorola may provide certain Non-Motorola Materials as an authorized sales representative of a third party as set out in a Proposal terms and conditions will apply to any such sales. Any orders for such Non-Motorola Materials will be fulfilled by the third party.
6.8. End User Licenses. Notwithstanding any provision to the contrary in the Agreement, certain Non-Motorola Materials 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. Customer will comply, and ensure its Authorized Users comply, with any such additional terms applicable to third-party equipment or software. Certain third party flow-down terms applicable to Motorola Products may apply.
6.9. Prohibited Use. Customer will not integrate or use, or permit a third party or an Authorized User to integrate or use, any Non-Motorola Materials with or in connection with a Software System or other Licensed Software provided by Motorola under this Agreement, without the express written permission of Motorola.
6.10. API and Client Support. Motorola will use reasonable efforts to maintain its Application Programming Interfaces (APIs) for each Software System, understanding that APIs will evolve. Motorola will support each API version for 6 months after introduction but may discontinue support with reasonable notice or without notice if a security risk is present. For Licensed Software requiring a local client installation, Customer is responsible for installing the current version. Motorola will support each client version for 45 days after its release but may update the client at any time, and does not guarantee support for prior client versions.
7. Representations and Warranties.
7.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) it has the right to enter into, and execute, the Agreement and perform its obligations hereunder, and (b) the Agreement will be binding on such Party.
7.2. System Warranty. Subject to the disclaimers and exclusions below, Motorola represents and warrants that, on the date of System Acceptance (for Communications Systems), System Completion Date (for Software Systems), or delivery, as applicable (a) the Communications System will perform in accordance with the descriptions in the applicable Proposal in all material respects, (b) the Software System will perform in accordance with the descriptions in the applicable Proposals in all material respects, and (c) if Customer has purchased any Licensed Software (but, for clarity, excluding SaaS Products) as part of such Communications System or Software System, the warranty period applicable to such Licensed Software will continue for a period of one (1) year commencing upon System Acceptance, System Completion, or date the Licensed Software is Warranty Period
7.3. Communications Systems. During the Warranty Period, in addition to warranty services, Motorola will provide Maintenance and Support Services for the Equipment and support for the Motorola Licensed Software in Communication Systems pursuant to the applicable maintenance and support Proposal. Support for the Licensed Software will be in accordance with Motorola's established Software Support Policy Customer wishes to purchase (a) additional Maintenance and Support Services during the Warranty Period; or Period, Motorola will provide the description of and pricing for such services in a separate proposal document and such terms will be agreed upon in a Proposal. Unless otherwise agreed by the Parties in writing, the terms and conditions of the MSLMA referenced in Section 3.2.2 will govern the provision of such Services.
7.4. SaaS. SaaS Products do not qualify for the System Warranty above.
7.5. Motorola Warranties - Services. 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
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respects to the descriptions in the applicable Proposal; and (b) for a period of ninety (90) days commencing upon the Service Completion Date for one-time Services, the Services will be free of material defects in materials and workmanship. Other than as set forth in subsection (a) above, recurring Services are not warranted but rather will be subject to the requirements of the applicable Addendum or Proposal.
7.6. Motorola Warranties - Equipment. Subject to the disclaimers and exclusions set forth below, (a) for a period of one (1) year commencing upon the delivery of Motorola-manufactured Equipment under Section 5.7 Delivery, Title 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; and (b) the warranties applicable to Motorola-manufactured Equipment set forth in herein shall be applicable to all radio Equipment purchased hereunder whether or not such Equipment was manufactured by Motorola.
7.7. 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 Agreement. Unless a different remedy is otherwise expressly set forth herein, 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 nonbre or transferable.
7.8. 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.
7.9. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS AND PASS THROUGH WARRANTIES IN THIS 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, NONINFRINGEMENT, 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 PARTICULAR REQUIREMENTS.
7.10. ADDITIONAL WARRANTY EXCLUSIONS. NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO
THE CONTRARY, MOTOROLAWILL HAVE NO LIABILITY FOR (A) DEFECTS INOR 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) OR ANY AUTHORIZED FAILURE TO COMPLY WITH INDUSTRY AND OSHA OR OTHER LEGAL STANDARDS; (D) DAMAGE TO RADIO ANTENNAS, UNLESS CAUSED BY DEFECTS IN MATERIAL ORWORKMANSHIP; (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 LOCATIONBASED SERVICES; OR (L) BETA SERVICES.
8. Indemnification.
8.1. 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 thirdence, gross negligence or willful misconduct while Section 8.1 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 to the extent allowed by applicable law; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Claim.
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8.2. Intellectual Property Infringement. Motorola will defend Customer against any third-party claim alleging that a Motorola-developed or manufactur
court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an Section 8.2 Intellectual Property Infringement are
conditioned upon: (a) Customer promptly notifying Motorola in writing of the Infringement Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Infringement Claim.
8.2.1. I
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 prorated refund of any amounts pre-paid for the Infringing Product (if the Infringing Product is Licensed 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 Licensed Software).
8.2.2. 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 Materials, or third-party equipment, hardware, software, data, or other third-party materials; (b) the combination of the Product with any products or materials not provided b
specifications, guidelines or instructions; (d) a modification of the Product by a party other than Motorola; (e) use of the Product in a manner for which the Product 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 that is intended to ulting 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.
8.2.3. This Section 8.2 Intellectual Property Infringement
9. Limitation of Liability.
9.1. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL AGGREGATE LIABILITY OF MOTOROLA, ITS
AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, , 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, OR PORTION OF FEES, RELATED TO THE PRODUCT UNDER WHICH THE CLAIM AROSE. WITH RESPECT TO ANY RECURRING
SUCH RECURRING SERVICES WILL NOT EXCEED THE TOTAL FEES PAID FOR THE APPLICABLE PRODUCT DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE FIRST CLAIM AROSE. EXCEPT FOR PERSONAL INJURY OR DEATH, THE
MOTOROLA PARTIES WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT (WHETHER
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.
9.2. EXCLUSIONS FROM LIABILITY. 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; (B) CUSTOMER-PROVIDED EQUIPMENT OR SITES; NON-MOTOROLA MATERIALS; THIRDPARTY EQUIPMENT, HARDWARE, SOFTWARE, DATA, OR CONTENT; OR UNKNOWN OR UNAUTHORIZED COMBINATION OF PRODUCTS AND SERVICES; (C) LOSS OF DATA, HACKING, RANSOMWARE, THIRD-PARTY ATTACKS OR DEMANDS; (D) MODIFICATION OF PRODUCTS NOT AUTHORIZED BY MOTOROLA; (E) RECOMMENDATIONS PROVIDED IN CONNECTION WITH THE
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PRODUCTS PROVIDED UNDER THIS AGREEMENT; (F) DATA RECOVERY SERVICES OR DATABASE MODIFICATIONS; OR (G) OR ANY AUTHORIZED BREACH OF THIS AGREEMENT OR MISUSE OF THE PRODUCTS.
IN ADDITION TO THE FOREGOING EXCLUSIONS FROM DAMAGES, 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 CUS OR THIRD 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 SOFTWARE-AS-A-SERVICE, OR INTERPRETATION, USE, OR MISUSE THEREOF; (D) TRACKING AND LOCATION-BASED SERVICES; OR (E) BETA SERVICES.
9.3. Statute of Limitations. Unless otherwise allowed under California law, 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.
10. Confidentiality.
10.1. Confidential Information. Customer and Motorola agree that, subject to any applicable freedom of information or Confidentiality Terms apply to information shared between the Parties.
11. Proprietary Rights; Data; Feedback.
11.1. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer with access to rred title or other interest to Customer in
writing, 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).
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.
11.2. 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 (as defined in the DPA) and use the Customer Data as set forth in the DPA. 11.3. 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.
11.4. Improvements; Products and Services. The Parties agree that, notwithstanding any provision of this Agreement to the contrary, all fixes, modifications and improvements to the Services or Products conceived of or made by or on behalf of Motorola that are based either in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise) are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements will vest solely in Motorola. Customer agrees to execute any written documents necessary to assign any intellectual property or other rights it may have in such fixes, modifications or improvements to Motorola.
12. Acceptance
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12.1. Communications System Acceptance. Unless further defined in the applicable Proposal or Statement of Work, System Acceptance for a Communications System occurs upon successful completion of Acceptance Tests as detailed in the Acceptance Test Plan. Motorola will provide ten days' notice before testing begins, and upon successful completion, both parties will sign an acceptance certificate. If the plan includes tests for subsystems or phases, acceptance occurs upon successful completion of those tests and separate certificates will be issued.
If Customer believes the system has failed, they must provide a detailed written notice within thirty days; otherwise, System Acceptance is deemed to have occurred. Minor, non-material issues will not delay acceptance but will be addressed per a mutually agreed schedule. Customer use of the system before System Acceptance requires Motorola's written authorization and transfers responsibility for system operation to the Customer.
Software System Completion is defined by Customer's Beneficial Use of each Product within the system, with Beneficial Use deemed to occur thirty days after functional demonstration if not otherwise defined in the Proposal.
13. Force Majeure; Delays Caused by Customer.
13.1. Force Majeure either 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.
13.2. Delays Caused by Customer
Customer or its Authorized Users or subcontractors, or by failure of any assumptions set forth in this Agreement (including in any Addendum or Proposal). In the event of a delay under this Section 13.2 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-ofvendors, and subcontractors).
14. Intentionally omitted.
15. General.
15.1. Compliance with Laws. Each Party will comply with applicable laws in connection with the performance of its Products complies with law (including privacy laws), and Customer will obtain any FCC, FAA, and other licenses or authorizations (including licenses or authorizations required by foreign regulatory bodies) required for its and Products. Motorola may, at its discretion, cease providing or otherwise modify Products (or any terms related thereto in an Addendum or Proposal), in order to comply with any changes in applicable law.
15.2. Audit; Monitoring. Motorola will have the right to monitor and audit use of the Products, including an audit of total user licenses credentialed by Customer for any Licensed Software or SaaS 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 licenses granted under this Agreement to verify compliance with this Agreement. 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.
In the event or SaaS Product exceeded
the number of licenses purchased by Customer at a given time, 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 Agreement.
15.3. 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
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respective successors and assigns. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.
15.4. 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.
15.5. 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.
15.6. Independent Contractors. Each Party will perform its duties under this Agreement as an independent contractor.
The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership, or formal business organization of any kind.
15.7. 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.
15.8. Interpretation
interpreted in accordance with its terms and conditions and not for or against either Party.
15.9. 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.
15.10. 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.
15.11. Survival. The following provisions will survive the expiration or termination of this Agreement for any reason:
Section 3.5 Customer Obligations; Section 4.6 Effect of Termination or Expiration; Section 5 Payment and Invoicing; Section 7.9 Warranty Disclaimer; Section 7.10 - Additional Warranty Exclusions; Section 8.3 Customer Indemnity; Section 9 Limitation of Liability; Section 10 Confidentiality; Section 11 Proprietary Rights; Data; Feedback; Section 13 Force Majeure; Delays Caused by Customer; Section 14 Disputes; and Section 15 General.
15.12. Entire Agreement. This Agreement, including all Addenda, and Proposals, 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.
Agenda Item No. 5 July 9, 2025 | 1
City of La Palma
Agenda Item No. 5
MEETING DATE: July 9, 2025
TO: City Council
FROM: Interim City Manager
SUBMITTED BY: Joseph Cisneros, Deputy City Manager
jaNell Adams, Community Services Supervisor
AGENDA TITLE: Council Member Request: Veteran's Day Event RECOMMENDED ACTION:
It is recommended that the City Council discuss and provide direction to staff on hosting a Veterans Day community event.
SUMMARY:
At the request of Council Member Baker, and seconded by Mayor Pro Tem Nitesh Patel, staff is bringing forward this item for the City Council to discuss and provide direction on scheduling and hosting a Veterans Day community event.
BACKGROUND:
The City of La Palma currently hosts two events that include components recognizing U.S. military veterans: the Memorial Day Ceremony, held annually on the last Monday in May, and Hometown Heroes Night, part of the Summer Concerts in the Park series, typically held in July or August.
The Memorial Day Ceremony has been a long-standing tradition in La Palma, dating back over 40 years. The Hometown Heroes Night is a more recent addition, launched in 2018 as part of a City Council goal to honor veterans, active-duty military, and police and fire personnel. This event also marked the beginning of a historical registry to recognize La Palma community members who have served—or are currently serving—in the U.S. military. The registry was later memorialized as a plaque, which is now displayed in the City Hall lobby.
FISCAL IMPACT:
There is no fiscal impact as a result of this discussion. However, should staff be directed to move forward with the event, associated costs will be presented at a later time and incorporated into the budget.
Agenda Item No. 5 July 9, 2025 | 2
ATTACHMENTS:
None