Madera City Council
December 21, 2022

April 24, 2022
Introduction
The City of Madera authorized CSI Services, Inc. (CSI) to evaluate the condition of the interior lining and exterior paint on the Loy E. Cook Elevated Potable Water Storage Tank owned and operated by the City. This report documents the findings of the inspection and includes recommendations for maintenance work.

Maintenance recommendations have been made in accordance with the requirements of American Water Works Association’s Standard D102 “Coating Steel Water Storage Tanks,” Standard M42 “Steel Water Storage Tanks, and CSI's experience with evaluating thousands of water storage facilities. The scope of this assignment did not include the evaluation of structural attributes (i.e. seismic analysis, etc.). A photo summary and narrated videos are also included to document the condition of the tank.

The field-work was completed on Wednesday, March 2, 2022 by a team primarily comprised of Steven Metcalf, Anthony Jackson and Steven Metcalf Jr. The exterior base observations were made mostly from grade level, the shell was observed from the walkway, while the exterior of the roof and areas adjacent to the ladder were examined close-up. The interior inspection was carried out with the tank’s water level at approximately 22 feet using special underwater diving equipment and techniques.

Steven Metcalf was the site supervisor and Anthony Jackson was the lead diver. Mr.

Randy Gordon, Technical Services Manager, reviewed the results of the field data and prepared recommendations for maintenance repairs. Mr. Gordon is a certified Level 3 inspector through both SSPC and NACE, an SSPC Certified Protective Coating Specialist, and has evaluated thousands of storage tanks.

CSI is a third-party independent consulting engineering firm that specializes in tank evaluations with specific expertise in protective coatings and linings. CSI provides many different services including dry and underwater evaluations, failure analysis, expert witness, evaluations, and in-process coating application inspection and testing.

Summary
The paint system applied to the exterior of the tank was found to be in overall fair condition. The paint had severe chalking at the shell and roof locations, poor adhesion on both the shell and standpipe, and multiple areas of uniform rust along the tank’s support structure. The Madera logo on the shell had moderate chalking and the letters have severely weathered.

Overall, the tank lining was found to be in poor condition in the areas above and below the highest water level (HWL). The lining on the roof and shell above the HWL was in Final Report - Maintenance Inspection
Loy E. Cook Elevated Water Storage Tank
City of Madera, CA

April 24, 2022
poor condition, with majority of the lining is delaminating from the roof and a moderate amount of delamination observed on the shell. The lining below the HWL was in poor condition on the shell and tank bottom. The shell had 100 percent of its surface covered in rust, however the bottom had approximately one-sixth of its surface rusted.

The internal CP system has provided supplemental protection to the steel as the lining has degraded; however, the amount of bare metal that is now exposed can no longer be adequately protected by the existing lining and CP. The lining has clearly reached the end of its service life and should be replaced. On this basis, it is recommended that the tank be relined as soon as possible and before any significant wholesale corrosion develops in the tank.

Background
The Loy E. Cook Water Tank is a welded steel, elevated reservoir built in 1966. Ten column legs and a center riser pipe support the double ellipsoidal (or toro) design reservoir. The structure is approximately 134 feet tall and is enclosed by a perimeter gate within a residential community. The tank body, or bowl is approximately 76 feet in diameter by 35 feet high, providing a nominal capacity of 1,000,000 gallons. The column legs are approximately 110 feet tall by 113 inches in circumference, and the riser pipe is approximately 90 feet high by 10 feet diameter. The support legs are connected by support-bracing with back-to-back angled steel and turnbuckles. There is a ladder that runs up one of the support legs and extends to a guardrailed platform that runs the circumference of the tank. The tank also has a secondary ladder that extends up the tank shell to a roof access hatch. The secondary ladder is attached to the center roof vent, which is comprised of a screened pipe stub and vent hood.

The interior of the tank has welded beams that support the roof and stiffen the shell. A ladder with bolted connections runs from the roof hatch to the bottom of the bowl. The tank interior has one center column and one overflow pipe. The interior ladder has a safety climb cable that is connected by brackets to the ladder. The tank has a grate that covers the top opening of the center riser pipe.

It is believed that the interior linings are the original coatings applied, and that the only lining maintenance activities involved underwater spot repairs. All of the interior steel surfaces, including the roof, shell, roof support members, tank bottom and appurtenances are coated with a bitumastic lining. A hot applied coal-tar enamel is present to all areas below the overflow, while a coal tar cut-back (i.e., super tank) solution is applied to all upper interior areas. The tank has an internal impressed current cathodic protection (CP) system.

Final Report - Maintenance Inspection
Loy E. Cook Elevated Water Storage Tank
City of Madera, CA

April 24, 2022
It is understood that the exterior of the structure underwent a major maintenance repainting in 1987. The finish coat of the structure is an off-white color. It has been verbally reported to CSI that the painting work at that time involved both abrasive blasting and power tool cleaning followed by a system described as a “chlorine vinyl” paint. All other areas painted on the structure since then have been limited to graffiti abatement work. All other areas painted on the structure since then have been limited to graffiti abatement work. In 2009 CSI completed maintenance evaluation and the results of that work was documented in a report delivered to the City. The findings at the last evaluation were that the lining should be removed and replaced within the next 2 years.

Field Evaluation
The purpose of this survey was to assess the conditions of the existing coatings and recommend remedial work where applicable. The evaluation mainly involved visual observations, but also involves various testing procedures. Photographs and video were taken to document the field inspections, and a photo summary and narrated video are included within this report.

For survey purposes, the tank evaluation has been segmented into the following general areas: exterior tank, exterior support structure (legs and cross bracing), exterior riser, interior tank, and interior riser. The various appurtenances within each of these areas have also been evaluated where applicable. A rating system has been developed to quantify the condition of the various tank areas. Each of the rating criteria is found in the Appendix (Charts 1 through 6).

The condition of the coating systems was rated as being poor, fair, good, or excellent (Chart 1). The extent of any rust defects identified within each of the areas were generally determined using guidelines set forth in ASTM D610 “Standard Test Method for Evaluating the Degree of Rusting of Painted Steel Surfaces” (Chart 2). Where applicable, the characteristic or stage of corrosion was determined in accordance with CSI Corrosion Grade Criteria (Chart 3). The degree of chalking was determined in accordance with ASTM D4214 “Standard Test Method for Evaluating the Degree of Chalking of Exterior Paint Films,” Test Method D659, Method C (Chart 4). Coating adhesion was assessed in accordance with ASTM D3359 “Standard Test Method for Evaluating Adhesion by Tape Test, modified Method A or ASTM D6677 “Standard Test Method for Evaluating Adhesion by Knife” (Chart 5). Any blistering that may have been present was rated in accordance with ASTM D714 “Standard Test Method for Evaluating the Degree of Blistering in Paints” (Chart 6), and the paint dry film thickness was measured with a Positector 6000FN3 Type II gage in accordance with the Final Report - Maintenance Inspection
Loy E. Cook Elevated Water Storage Tank
City of Madera, CA

April 24, 2022
Delamination
Spot peeling Yes Yes Yes Yes Yes
6 Yes
22 7 7
N
2 77
W
2 2
Fair
8 N
8 ES E
2 Yes Yes
8 2
Exterior Paint
Paint Defects
Roof Quadrant
SW
Fair
8 Exterior
2 6 44 66 4 6 4 66 6
7 Shell Quadrant
Exterior Fair
Overall Condition
Tank Support
Exterior
7 S
Fair
W
7 2222
NE
7 Yes Yes Yes Yes
Chemical staining
Checking (ASTM D660)
Cracking (ASTM D661)
Chalking
Rusting at crevices
Corrosion Grade
Rust spots (ASTM D610)
applicable guidelines set forth SSPC PA2. The visual observations and data collected from the various areas of the tank are found in the charts below:

Exterior
The exterior paint on most of the tank is in fair condition with a marginal gloss and moderate chalking (ASTM D4214, 6). Isolated rust spots were observed on the roof to the extent of 0.1% of the tank surface area (ASTM D610, 8). No significant metal loss or pitting was observed on any area. The paint on the shell, particularly in areas that endure the most severe ultraviolet light is brittle and very flaky. The paint was found to have a DFT average of 11 mils with a range of 8 to 18 mils. Adhesion was found to be poor on the finish coat when probed with a knife, in accordance with ASTM D6677 (6 rating), the paint on the shell was found to have only marginal bonding strength. The paint on the platform and some of the surrounding handrails is peeling in isolated locations that cover less than approximately 10 percent of the total area. The peeling in this area extends down to an intact undercoat with only a minor amount of rust. The blue paint on the shell displaying the City name is severely chalked (ASTM D4214, 4) and weathered.

The exterior paint on the tank support legs and cross bracing is in fair condition with moderate chalking (ASTM D4214, No. 6) and some remaining gloss. Coatings damaged by rock and bottle impact is minimal, but a few isolated rust spots are present - notably on the threads of the turnbuckles (ASTM D610, 7). The paint dry film thickness ranged from 17 to 20 mils where the readings were taken on the standpipe. Paint adhesion was found to be poor (ASTM D6677, 6). The specific data collected from the exterior is found in the chart below:

Final Report - Maintenance Inspection
Loy E. Cook Elevated Water Storage Tank
City of Madera, CA

April 24, 2022
Above Water Condition Below Water Condition Poor
3 2
3 E
22 Moderate
2 Majority
22 2 2
2 Majority
2 2
Interior Paint
Interior
2 Moderate Moderate
2 0
Floor Quadrant
SW
Poor
Shell Quadrant
S
Paint Defects/Overall Grade
00 3
Interior
WN
03 WN E N
Poor
E
Poor Interior
22 S
22 Majority
Roof Quadrant
Moderate
222
222 2
2 Poor
2 Cracking (ASTM D661)
Delamination
Spot peeling
Rusting at crevices
Rust staining
Corrosion Grade
Majority
22 Rust areas (ASTM D610)
Rust spots (ASTM D610)
Interior
Close-up visual observations were made to all areas below the waterline and all other areas were assessed from the water level. The coating on the underside of the roof and support members is in overall poor condition with widespread rust over 33 percent of the area (ASTM D610, 2). Corrosion of the roof was found to be most severe in the areas including rafters, plates, and plate welds. Light and dark rust (CSI Grades 1 and 2) and spot locations with coating checking and cracking were present in many areas.

Rust staining was also present in many areas.

The coating on the shell, including shell stiffener beams was found to be in overall poor condition with large areas of cracked coating exposing dark rust (CSI Grade 2).

Cracking and checking are common to the tank shell. The coating was found to have poor adhesion in all areas probed, with the most severe cracking and disbondment located within the western quadrant of the tank. Rust was found to extend from lining cracks and bare metal areas throughout the shell. The total amount of corrosion, including calcareous deposits on the shell was rated to cover 100 percent of the surface area (ASTM D610, 0). Although scale development was found in some upper stiffener beams, no significant corrosion in the form of pitting or wholesale metal loss was found on the tank shell itself in the areas investigated.

Overall, the lining within the riser is in poor condition. Although there are very small areas of intact good lining, there are also stretches of lining in poor condition notably within the upper 20 to 30 feet of the pipe. Areas of cracked coating, blisters, and rust were present in many areas of the riser. Many areas, including horizontal weld seams were found to have white calcareous deposits. Although calcareous deposits were present in many areas, there was also evidence of red light and dark rust (CSI corrosion Grade 1 and 2) extending from lining cracks in most areas of the riser lining. The lining on the piping and backside to the bottom manway within the riser was in good condition with only a limited number of coating breaks. The specific data collected from the interior is reflected in the chart below:

Final Report - Maintenance Inspection
Loy E. Cook Elevated Water Storage Tank
City of Madera, CA

April 24, 2022
Dive & Drone Inspection Videos
Click on the link or paste into your browser window: https://youtu.be/ApWJUrUvnQI Click on the link or paste into your browser window: https://youtu.be/MLqXjVNwhQs Discussion
The condition of the paint on the exterior of the structure is categorized as fair throughout the superstructure and the tank itself with minor, isolated rust spots throughout the structure and on the tank. The minor amount of rust is typically isolated to areas of back-to-back angles and crevices. This rust is more the result of design issues, than a reflection of problems with the existing paint system's performance.

The paint on the tank container portion of the structure is in worse condition than the lower superstructure. This is likely the result of the greater exposure of the upper Final Report - Maintenance Inspection
Loy E. Cook Elevated Water Storage Tank
City of Madera, CA

April 24, 2022
surfaces to more direct sunlight, or ultraviolet light exposure. As paint ages and it is exposed to ultra-violet light the binder (resin) breaks-down leaving behind unbound pigment (chalk). It is also suspected that, due to the complexity of painting the structure, that the upper tank received less maintenance painting work than what was completed on the lower (ground level) areas.

Ordinarily, recommendations for this type of work would be fairly straightforward, but there are four factors that complicate the decision for the proper repainting of this structure. The first two concerns are based on information provided to CSI during the May 2004 evaluation. First, the tank reportedly was last painted with a vinyl-based topcoat. There are risks associated with the application of a solvent-based coating system over a vinyl. Vinyls are thermoplastic and typically can be re-dissolved in solvents typically found in paint systems used for overcoating. As a result, there is a concern about weakening the existing paint during overcoating. Second, several locations in the riser area adjacent to grade level were found to easily disbond from an undercoat using the ASTM D6677 knife method. This indicates the likely presence of a generalized adhesion problem.

The third concern is the presence of lead and cadmium in the existing paint system as reported in 2009. The laboratory analysis of paint samples obtained from the exterior have identified moderate levels of lead and chromium. As a result, special attention will have to be made to assure that no materials containing these heavy metals become fugitive during surface preparation. Finally, because the location of this tank is in a residential area the potential for overspray problems must be considered during application.

Finally, because the location of this tank is in a residential area the potential for overspray and/or debris from surface preparation operations must be considered during surface preparation and paint application.

Each of these concerns complicates the nature of the maintenance painting work and increases the potential expense. Because the tank paint system has degraded from the last evaluation and is in a weathered but still satisfactory condition, it is once again recommended that the tank painting work could be deferred for 3 to 5 years.

Unfortunately, the existing paint system is not a good candidate for overcoating strategies due to the poor adhesion and the high film thicknesses encountered. The scope of work should specify the removal of the existing paint system by abrasive blast cleaning to a commercial blast cleanliness (SSPC SP-6) under a Class 2A containment structure (SSPC Guide 6) and application of an industrial epoxy/polyurethane system.

Additionally, the requirement to properly caulk all crevices of the structure should also be included.

Final Report - Maintenance Inspection
Loy E. Cook Elevated Water Storage Tank
City of Madera, CA

April 24, 2022
The lining on the interior surfaces above the highest water level (HWL) is in better condition than the lining below the HWL, however both areas are in overall poor condition with cracks and blisters common throughout the surfaces. It was also noted that large areas of the immersed tank lining has very weak adhesion to the substrate.

The lining is in a worse condition than what is typical for a bitumastic lining that is over 50 years old. The most advanced cracks are within the western quadrant of the tank or the area that endures the most daily stress as the lining goes through cycles of heat/cold and wet/dry. This stress has resulted in the coating becoming brittle resulting in the breaks that are present. Breaks in the lining can be identified by both rust and white calcareous deposits, a by-product of the past operation of the cathodic protection (CP) system. The CP system will only provide protection to immersed areas, and the red rust indicates that either the CP system has not been in continuous operation, or it is no longer operating properly, if at all. It was also noted that a few isolated areas of the structural support steel that has not benefited from the added protection of the CP system has areas of severe corrosion in the form of scaling or laminations.

The CP system installed has provided supplemental protection to the steel as the lining has degraded. Although this added protection has been provided in the past, the amount of bare metal now exposed can no longer be adequately protected by the existing lining and the CP. The lining has clearly reached the end of its service life and should be replaced. On this basis, it is recommended that in the tank be relined as soon as practicable and before any significant wholesale corrosion develops in the tank.

It is further recommended that a CP professional evaluate the system in the near-term for optimal adjustment as a means to provide some added protection to the steel as the tank waits to be relined.

It is recommended that the future relining work involve removing all linings in accordance with the requirements of a near-white metal blast (SSPC-SP10) followed by three coats of a thin film NSF 61 certified polyamide epoxy lining to 15 mils dry film thickness. This work should anticipate the caulking of any crevices and voids and some minor welding repairs to the areas with the most extreme corrosion. This maintenance contract should also include the repair and or replacement of the CP system. In the past, the lining was found to have low levels of heavy metals, and this project attribute must be properly addressed. Although the tank will act as its own containment during the lining removal phases, the construction project should include verifications that proper protection of the public, workers, and the environment is included with the heavy metal disturbance work scope. It is not projected that the existence of the heavy metal bearing films will add a significant amount to the total cost of a maintenance project.

Final Report - Maintenance Inspection
Loy E. Cook Elevated Water Storage Tank
City of Madera, CA

April 24, 2022
Recommendations
CSI recommendations for remedial work follow:

1. Within 3-5 years; remove and replace the exterior paint system. If aesthetics are important to the City, then any large scale paint work will require the removal and replacement of the existing paint. Due to the presence of heavy metals in the paint film, this work will require special consideration to properly protect the workers and environment. However, the tank is free from significant corrosion and this repainting work can be deferred for 5-7 years without any significant change in the tank’s exterior condition.

2. As soon as practicable, remove the existing lining in accordance with the requirements of a near-white metal blast (SSPC-SP10) followed by the application of a three-coat thin film NSF 61 certified polyamide epoxy lining to 15 mils dry film thickness.
*Anticipate the need for some limited welding repairs in the tank as part of the interior relining contract.

3. Determine if the existing impressed current cathodic protection system is operating properly and salvageable or if the system will require replacement to assure that the tank will have a properly operating system for the next 30 years.
fill
NOTICE: This report represents the opinion of CSI Services, Inc. This report is issued in conformance with generally acceptable industry practices. While customary precautions were taken ensure that the information gathered and presented is accurate, complete, and technically correct, it is based on the information, data, time, and materials obtained and does not guarantee a leak proof tank. © Copyright CSI Services 2014
Maintenance Inspection
None
Roof Vent Design
Lining Type/Original
Miscellaneous Notes
Round Hood
Construction Co. N/A No
Yes
One
Roof Tie-Off Present
Urethane
Tank Type Potable
No Comment
Yes
Concrete Leg Anchors
Exterior Vandal Deterrent
Around Walk Way
Type of Manways
No. Shell Manways
Diameter of Manways
Manway Cover Design
Welded Steel One
N/A
Cylinder
Yes
Roof Rail Satisfactory
Height (feet) Roof Rail System
Center Roof Vent Size
Tank Profile
76 35
Roof Vent Sealed
Unknown Rail Location
Data
1966
Item Data
Above Grade
Overflow Pipe Diameter
Flexible Pipe Coupling
Outlet Diameter
Inlet Diameter
10 ft
Inlet Interior Design
Overflow Design Funnel and Pipe Barrier Walls
Capacity (gallons)
Exterior Structural Characteristics
1,000,000
Lining Type/Original
Item
Coal Tar Epoxy
Cell Antennas
No
Stand Pipe
Connections
Column Base Design
Welded
N/A
Upper Center Column N/A CP System/Type
Perimeter Fencing
Site secured on arrival
Data
Antenna on Tank
One
Item Data
Ladder Secured
Ladders Locked
N/A
Roof Structure Self Supporting
N/A
Item
Column Design
Yes
Yes
Pump House
No. Interior Ladder
Outlet Design
Item
GPS Coordinates
Cross Street
Tank Location
Surrounding Site Grass
Nearest Structures
N 8th St
716 Columbia Sy, Madera CA

36.97006, -120.06584
Water Depth
No
Tank Geometry
Pitched Roof with Knuckle
No. of Columns
No
22 Ft
Phone: 877.274.2422 (toll free)
Fax: 661.755.7628
www.CSIServices.biz
Field Water Tank Dive Inspection Report
Description
Interior Structural Characteristics
Roof Accessible
Overhead Power Lines
No Comment
N/A
P.O. Box 801357, Santa Clarita, CA 91380
Water Agitator
Yes
Date
1 of
Completed By Metcalf
1 CSI Job No.

Page
221369
3-2-2022 Wednesday
Date of Last Inspection
Ladder
20 in
Impress Current
No
Steven Metcalf
Ladder
Dive Tender
Dive Leader:

Dive Supervisor:

Steven Metcalf Jr
Anthony Jackson
Stand Pipe
Yes
Yes
Yes
Item Notes
Client Contact:

Tank Owner/Client:

Tank Name:

City of Madera
Loy Cook Water Tower
Subash Patel
Site Information
Diameter (feet) Yes
Number of Courses
Scope
Yes
Tank Type
Contract No.

Erection Year
Roof Design
Height of Each Course
No. Roof Hatches/Location
Size of Roof Hatch
Three Plus Bowl
Center
N/A
The information reported was obtained using visual observations and testing believed to be accurate. The information reported represents the data obtained from the specific representative areas inspected, tested, and/or verified. This document shall only be produced in its entirety. 20 in
One
Hatch Design
No. Roof Vents/Location
Stand Pipe
N/A 14 in
Yes
Overflow Exterior Design
Drain Location
Water Level Indicator
Tank Foundation
One Stand Pipe
No Comment
Tank Piping
Ext Ladder Fall Prevent
Ext Ladder Satisfactory
Yes
Yes
No. & Type Roof Access
Yes

N/A N/A
Round
Near Edge
Stand Pipe
Caulking Roof No Columns
Only Roof
N/A
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1MG Elevated Tank - Maintenance Inspection -069 INTERIOR - City of Madera - 1MG Elevated Tank - Maintenance Inspection -070 INTERIOR - City of Madera - 1MG Elevated Tank - Maintenance Inspection -071 INTERIOR - City of Madera - 1MG Elevated Tank - Maintenance Inspection -072 INTERIOR - City of Madera - 1MG Elevated Tank - Maintenance Inspection -073 INTERIOR - City of Madera - 1MG Elevated Tank - Maintenance Inspection -074 INTERIOR - City of Madera - 1MG Elevated Tank - Maintenance Inspection -075 © Copyright CSI Services, Inc. 2004
Chart 1 - Condition Rating The table below gives a basic description of the four different categories that CSI Services, Inc. uses to provide a general depiction of the condition of each defined area of a structure. The categories are Poor, Fair, Good, or Excellent. The development of these categories is based on historical knowledge and experience of various paint and lining systems over given periods of time in certain service environments. Basically, the rating is determined based on what should be expected of the paint or lining system at that point in its life cycle. As a result, different determinations are made for maintenance inspection versus warranty inspections. A detailed description of each rating with relative consideration addressed follows:

General Description of Conditions Rating Maintenance Inspection Warranty Inspection Poor
This condition is usually prioritized for
rework in the short-term. Typically, these
surfaces have considerably more coating
defects and/or corrosion than what is
expected for the age of the system.

This condition identifies an area with
wholesale coating defects or corrosion
concerns that will typically require
significant removal and replacement of
the coatings in the area.

Fair
Typically, these surfaces have a level of
coating defects and/or corrosion that is
slightly worse than what should be
expected for the age of the system. This
condition is placed on a short-term
monitoring schedule.

This condition identifies an area with
partial coating defects or corrosion
concerns that will require significant
rework.

Good
This condition is rated for areas without
any considerable coating defects or
corrosion. These surfaces are in a
condition that is typical for the age of the
coating system.

This condition identifies areas with
coating defects or corrosion that is
typically seen in one-year warranty
inspections. Typically, only minor spot
repairs are required.

Excellent
This condition is for areas without any
considerable coating defects or corrosion.

Typically, these surfaces are in a
condition that is better than expected for
the age of the system.

This condition identified areas that
typically are in perfect condition and
require no repair work.

Copyright CSI Services, Inc. 2004
Chart 2 -Rust Grade The black and white figures below depict the standards referenced in ASTM D610 “Standard Test Method for Evaluating Degree of Rusting on Painted Surfaces.” Below each standard is a photographic depiction of each level of corrosion, as used by CSI Services, Inc. The standards depict the percentage of rust on a scale from 0 to 10, with 10 having no rust and 0 having complete rust.

Rust Grade 10 Rust Grade 9 Rust Grade 8 Rust Grade 7 Rust Grade 6 Rust Grade 5 Rust Grade 4 Rust Grade 3 Rust Grade 2 Rust Grade 1 Rust Grade 0
Rust Grade Description
10 No rusting or less than 0.01% of surface rusted
9 Minute rusting, less than 0.03% of surface rusted
8 Few isolated rust spots, less than 0.1% of surface rusted 7 Less than 0.3% of surface rusted
6 Excessive rust spots, but less than1% of surface rusted 5 Rusting to the extent of 3% of surface rusted
4 Rusting to the extent of 10% of surface rusted
3 Approximately one-sixth of the surface rusted
2 Approximately one-third of the surface rusted
1 Approximately one-half of the surface rusted
0 Approximately 100% of the surface rusted
© Copyright CSI Services, Inc. 2004
Chart 3 - Corrosion Grade The figure below depicts the photographic standards referenced by CSI Services, Inc. in the determination of the characteristics and stages of corrosion progression. This standard is used to better quantify the level of corrosion once it has progressed to Rust Grades 3, 2, 1, or 0 (see Chart 2). When applicable, CSI classifies an area as one or more of the five different Corrosion Grades. Corrosion Grades 1 through 5 are described below:

Grade Description Photo Examples
1 Light Rust - This
condition involves
relatively light colored
rust that does not
have any significant
metal loss.
2 Dark Rust -This
condition involves
relatively dark
colored, thicker rust
that is progressing
towards the next
phase, significant
metal loss.
3 Pitting - This
condition involves
isolated or
widespread deep
spot corrosion
(pitting).
4 Scale - Also known
as lamellar or
exfoliation corrosion.

The edges of the
affected area are leaf
like and resemble the
separated pages of a
wetted book.
5 Structural Loss - This
condition involves
metal loss or failure
where components
will require structural
consideration
The photos depicted are examples and were not taken on this project. © Copyright CSI Services, Inc. 2004
Chart 4 - Chalking The figure below depicts the photographic standards referenced in ASTM D4214 “Standard Test Method for Evaluating the Degree of Chalking of Exterior Paint Films,” Method D659, Method C. Generally speaking, chalking is the degradation of a paint’s binder leaving behind loose pigments as the binder reacts with the environment, primarily ultraviolet light and oxygen. Evaluating chalking is a means to measure the performance of a coating system and its life cycle projection. It is also important to quantify for consideration of future overcoating options. This test uses these pictorial standards to quantify the amount of chalking present on paint films. The depictions below represent the mount of colored chalk removed onto a cloth during the test. The scale ranges from 2 to 8 with the rating 2 having the most chalk.

Light Colored Paints
No .8 No. 6 No .4 No. 2
Dark Colored Paints
No .8 No. 6 No .4 No. 2
© Copyright CSI Services 2004
Chart 5 - Adhesion Rating The figures below depict the photographic standards and criteria referenced in ASTM D3359 “Standard Test Method for Evaluating Adhesion by Tape Test” and ASTM D6677 “Standard Test Method for Evaluating Adhesion by Knife.” Both Standards are used to assess the condition of a paint system for life-cycle projections. It is also used to evaluate an existing paint system’s ability to withstand the added stress that any overcoating strategies can create. Depending upon the thickness of the paint system, ASTM D3359 has two different test methods. The rating criteria for both standards follow:

ASTM D3359
Method A Method B
Rating Observation
Surface of X-cut from
which flaking/peeling has
occurred
Rating Percent Area
Removed
Surface of cross-cut area from
which flaking has occurred for
six parallel cuts and adhesion
range by percent
5A
No peeling or
removal None 5B 0% none
4A
Trace peeling or
removal along
incisions or their
intersection
4B Less than
5%
3A
Jagged Removal
along incisions up
to 1/16” on either
side
3B 5 – 15%
2A
Jagged removal
along most of
incisions up to 1/8”
on either side
2B 15 – 35%
1A
Removal from most
of the area of the X
under the tape 1B 35-65%
0A
Removal beyond
the area of the X 0B Greater than
65%
ASTM D6677
Rating Description
10 Fragments no larger than ” x ” can be removed with difficulty 8 Chips up to ” x ” can be removed with difficulty
6 Chips up to ” x ” can be removed with slight difficulty 4 Chips larger than ” x ” can be removed with slight pressure 2 Once coating removal is initiated by knife, it can be peeled at least ” 0 Coating can be peeled easily to length greater than ” © Copyright CSI Services, Inc. 2004
Chart 6 – Blistering Rating The figure below depicts the photographic standards referenced in ASTM D714 “Standard Test Method for Evaluating Degree of Blistering of Paints”. This test uses these pictorial standards to quantify both the size and density of blisters that may develop in linings. Although the standard uses a blister size scale of 0 to 10 this chart uses the most common sizes of blisters found in the field. The standard does not use a reference for the size of each of the blisters depicted. CSI used this scale as a means for further quantification by qualifying the largest blister depicted as being 1 inch in width (Blister Size No. 2) and the smallest blister being 1/32 of an inch in width (Blister Size No. 8).

Few Medium Medium Dense Dense
Blister
Size No. 2
Blister
Size No. 4
Blister
Size No. 6
Blister
Size No. 8

BEYAZ & PATEL
Appendix E
Survey of As-Built Water Tower
B

ENGINEERING
EDROCK
Land Surveying ● Civil Engineering ● Utility Locating
A solid foundation for your next project
B

ENGINEERING
EDROCK
Land Surveying ● Civil Engineering ● Utility Locating
A solid foundation for your next project
B

ENGINEERING
EDROCK
Land Surveying ● Civil Engineering ● Utility Locating
A solid foundation for your next project
B

ENGINEERING
EDROCK
Land Surveying ● Civil Engineering ● Utility Locating
A solid foundation for your next project
B

ENGINEERING
EDROCK
Land Surveying ● Civil Engineering ● Utility Locating
A solid foundation for your next project
B

ENGINEERING
EDROCK
Land Surveying ● Civil Engineering ● Utility Locating
A solid foundation for your next project
B

ENGINEERING
EDROCK
Land Surveying ● Civil Engineering ● Utility Locating
A solid foundation for your next project

BEYAZ & PATEL
Appendix F
Retrofit Calculations
Cook Water Tower (Existing Condition from 0o
Model)
Component Capacities
Material Properties:

Structural Steel Yield Stress Fy
= 36 ksi
Structural Steel Ultimate Stress Fu
= 58 ksi
Steel Modulus of Elasticity E = 29,000 ksi
Riser Column:

Gross Area Ag
= 213.18 in2
Unbraced Length (X-X) Lx
= 90.9 ft
Radius of Gyration (X-X) rx
= 42.65 in
Effective Length Factor (X-X) Kx
= 1
KxLx/rx = 25.6
Ix = 387828 in4
Unbraced Length (Y-Y) Ly
= 90.9 ft
Radius of Gyration (Y-Y) ry
= 42.65 in
Effective Length Factor (Y-Y) Ky
= 1
KyLy
/ry = 25.6
Elastic Critical Buckling Stress Fe
= π
2 E/(Lc/r)2 = 438 ksi (AISC 360-16, Eq. E3-4)
Resistance Factor φ = 0.9
Factored Buckling Stress φFcr = 31.3 ksi (AISC 360-16, Eqs. E3-2,3) Compressive Strength Pc
= φPn = 6006.0 k
Pr = Pnt + β2Plt = 902.2 k
Pr
/Pc = 0.150 < 0.2 Must use AISC Eq. H1-1b
Cmx = 0.6 - 0.4M1/M2 = 1.0
Pe1x = π
2 EIx/(K1Lx)
2 = 93,292 k
B1x = Cmx/(1-αPr/Pe1x) = 1.016
Mntx = 83995 k-in
Mrx = B1x Mntx = 85340 k-in
φbMpx = 230393 k-in
Pr/Pc + 8/9(Mrx/Mcx + Mry/Mcy) = 0.479 < 1.0 (H1-1a, AISC 360-16) Pr/(2Pc )+ (Mrx/Mcx + Mry/Mcy) = 0.446 < 1.0 (H1-1b, AISC 360-16) Tube Column:

Gross Area Ag
= 49.04 in2
Unbraced Length (X-X) Lx
= 55.0 ft
Radius of Gyration (X-X) rx
= 12.62 in
Effective Length Factor (X-X) Kx
= 1
KxLx/rx = 52.3
Unbraced Length (Y-Y) Ly
= 55.0 ft
Radius of Gyration (Y-Y) ry
= 12.62 in
Effective Length Factor (Y-Y) Ky
= 1
KyLy
/ry = 52.3
Elastic Critical Buckling Stress Fe
= 105 ksi (AISC 360-16, Eq. E3-4)
Resistance Factor φ = 0.9
Factored Buckling Stress φFcr = 28.1 ksi (AISC 360-16, Eqs. E3-2,3) Compressive Strength φPn
= 1375.8 k
Tie-Rod (Upper)
Section: T Beam: 0.50 x 12 + 1.0 x 3.0
Sectional Area Aur = 9.5 in2
Yielding Strength φPn
= 0.9FyAg = 307.8 k (AISC 360-16, Eq. D2-1)
Rupture Strength φPn
= 0.75FuAe = 413.3 k (AISC 360-16, Eq. D2-2)
Tie-Rod (Lower)
Section: T Beam: 0.50 x 12 + 1.0 x 3.0
Sectional Area Alr = 9.5 in2
Yielding Strength φPn
= 0.9FyAg = 307.8 k (AISC 360-16, Eq. D2-1)
Rupture Strength φPn
= 0.75FuAe = 413.3 k (AISC 360-16, Eq. D2-2)
Pin Connector
"T" Beam Web: 1.28 x 3.0
Aweb = 3.84 in2
φTn = φFyAweb = (0.9)(Fy)(Aweb) = 124.4 k
Bolts: 2 1.5 x 1.5
Pin Sectional Area Ap
= 4.500 in2
Pin Shear Strength (Considering Single Shear)
Shear Rupture Strength:
φPn = φFnAb = (0.75)(0.5Fu)(Ab) = 97.9 k (AISC 360-16, Eq. J3-1) Shear Yielding Strength:
φPn = φ0.6FyAg = (1.0)(0.6Fy)(Ag) = 97.2 k (AISC 360-16, Eq. J4-3) Flange Weld: hw = 0.375 in L = 28 in
Aw = 0.707hwL = 7.4 in2
φPn = 0.75FuAe = 389.7
Bearing Strength at Pin Hole
Pn = 1.2LctFu ≤ 2.4dtFu (AISC 360-16, Eq. J3-6a)
Lc = 2 in (Clear distance, in the direction of the force)

1.2LctFu = 365.4 k 2.4dtFu = 365.4 k
2φPn
= 2x0.75Pn = 274.1 k
Gusset Plate Connector
Gusset Plate Thickness tp
= 7/8 in
Gusset Plate Block Shear Strength
Rn = 0.6FuAnv + UbsFuAnt ≤ 0.6FyAgv + UbsFuAnt (AISC 360-16, Eq. J4-5) Gross Area Subject to Shear Agv = 2tp
lv = 91.0 in2
Net Area Subject to Tension Ant = tpdp 2.63 in2
Net Area Subject to Shear Anv = 2tp
lv = 91 in2
Shear Area Length lv
= 52 in
Tension Reduction Coefficient Ubs = 1.0

0.6FuAnv + UbsFuAnt = 3319.1 k 0.6FyAgv + UbsFuAnt = 2117.9 k φPn
= 0.75Pn = 1588.4 k
Gusset Plate Tensile Strength
Effective Tensile Width bp
= 12 in
Tensile Yielding Strength:
φPn = φFyAg = (0.9)(Fy)(Ag) = 340.2 k (AISC 360-16, Eq. J4-1) Tensile Rupture Strength:
φPn = φFuAe = (0.75)(Fu)(0.75Ag) = 342.6 k (AISC 360-16, Eq. J4-2) Column Base Anchorage
Anchor Bolt Diameter da
= 1.25 in
Anchor Bolt Area Ase = 1.227 in2
Ultimate Tensile Strength futa = 55 ksi
Effective Anchor Embedment hef = 72 in
Footing Concrete Strength fc
' = 3,000 psi
Footing Cap Thickness ha
= 76 in
Edge Distance (Tangential) CaT = 6 in
Edge Distance (Radial) CaR = 24 in
Anchorage Tensile Strength
(1) Steel Strength
Number of Effective Anchor Bolts n = 2
φNsa = (0.75)(n)(Ase,N)(futa) = 101.2 k
(2) Concrete Breakout Strength
ANco = 9hef
2 = 46,656 in2
(ACI 318-14, Eq. 17.4.2.1c)
ANc = 2,304 in2
ψec,N = 1.00
ψed,N = 0.7+0.3[Ca,min/(1.5hef)] = 0.717 ≤ 1.00 (ACI 318-14, Eq. 17.4.5.4b) ψc,N = 1.00 (For Cracked Concrete)
ψcp,N = 1.00 (For Cracked Concrete)
Nb
= kcλa(fc')0.5(hef)

1.5 = 803.1 k (ACI 318-14, Eq. 17.4.2.2a)
where kc
= 24 (For Cast-In Anchors)
λa = 1.0 (For Normal Weight Concrete)
Ncbg = (ANc/ANco)ψec,Nψed,Nψc,Nψcp,NNb = 28.4 k (ACI 318-14, Eq. 17.4.2.1b) φNcbg = (0.70)Ncbg = 19.9 k (Wind)

0.75φNcbg = (0.75)(0.70)Ncbg = 14.9 k (Seismic)
Anchorage Shear Strength (2 Anchor Bolts Take Vu
)
(1) Steel Strength
Number of Effective Anchor Bolts n = 2 (2 Anchor Bolts) φVsa = (0.65)(n)(0.6Ase,V)(futa) = 52.6 k
(2) Concrete Breakout Strength
(a) Radial Shear VR
Ca1 = 24 in Ca2 = 6 in
AVco = 4.5Ca1
2 = 2592 in2
AVc = 1728 in2
ψec,V = 1.00
ψed,V = 0.7+0.3[Ca2/(1.5Ca1)] = 0.750 ≤ 1.00 (ACI 318-14, Eq. 17.5.2.6b) ψc,V = 1.00 (For Cracked Concrete)
ψh,V = (1.5Ca1/ha)

0.5 = 1.000 ≥ 1.00 (ACI 318-14, Eq. 17.5.2.8)
Vb
= 7(le/da)

0.2(da
)

0.5λa
(fc')0.5(Ca1)

1.5 = 76.4 k (ACI 318-14, Eq. 17.5.2.2a)
Vcbg = (AVc/AVco)ψec,Vψed,Vψc,Vψh,VVb = 38.2 k (ACI 318-14, Eq. 17.5.2.1) φVcbg = (0.70)Vcbg = 26.7 k
(b) Tangential Shear VT
Ca1 = 6 in Ca2 = 24 in
AVco = 4.5Ca1
2 = 162 in2
AVc = 432 in2
ψec,V = 1.00
ψed,V = 0.7+0.3[Ca2/(1.5Ca1)] = 1.000 ≤ 1.00 (ACI 318-14, Eq. 17.5.2.6b) ψc,V = 1.00 (For Cracked Concrete)
ψh,V = (1.5Ca1/ha
)

0.5 = 1.000 ≥ 1.00 (ACI 318-14, Eq. 17.5.2.8)
Vb = 7(le/da)

0.2(da
)

0.5λa
(fc')0.5(Ca1)

1.5 = 9.5 k (ACI 318-14, Eq. 17.5.2.2a)
Vcbg = 2(AVc/AVco)ψec,Vψed,Vψc,Vψh,VVb
= 50.9 k (ACI 318-14, Eq. 17.5.2.1)
φVcbg = (0.70)Vcbg = 35.6 k
(3) Concrete Pryout Strength
φVcpg = (0.7)kcpNcbg = 39.8 k (ACI 318-14, Eq. 17.5.3.1a) kcp = 2 (For hef > 2.5")
Foundation (ASD)
Concrete Unit Weight wc
= 150 pcf
Column Section Area Ac
= 16 ft2
Column Hight Hc
= 6 ft
Footing Cap Length LF
= 15 ft
Footing Cap Width BF
= 15 ft
Footing Cap Depth DF
= 1 ft
Footing Cap Weight WF
= 48.15 k
Allowable Passive Earth Pressure pp
= 270 pcf
Allowable Passive Soil Pressure at Base of Footing Cap (Maximum):

Pp = 270 psf < 2,000 psf
Coefficient of Friction kf
= 0.375 (Between Concrete and Soil)
Soil Skin Friction vs
= 900 psf
Allowable Soil Bearing Capacity qa
= 6,500 psf
Sliding Resistance
Passive soil Resistance = (1/2)(Pp)(DF)(BF) = 2.025 k (33% Increase Allowed) Soil Friction Resistance = (Pdu+Wf)(kf) = 320.4 k (33% Increase Allowed) Tatal Sliding Resistance at Footing = 429.9 k
Overturning Resistance
Footing Dead Load Resistance = 0.6WF = 28.9 k
Soil Skin Friction Resistance = (vs)(2)(LF+BF)(DF) = 140.4 k (33% Increase Allowed) Tatal Overturning Resistance at Footing = 216.09 k
Soil Bearing Resistance = (qa)(LF)(BF) = 1462.5 k (33% Increase Allowed) Short-Term Soil Bearing Resistance = 1950.0 k
4'x4'x6 ft Column
72 12
240
45 90 45
180
Cook Water Tower (Existing Condition from 0o
Model)
Component Demand/Capacity Ratios
Riser Column
D (Compressive Force) = 974.6 k
C1 (Compressive/Buckling Strength) = 6006.0 k
D/C1 = 0.162
D/C2 = 0.446
Tube Columns
D (Compressive Force) = 1057.0 k
C1 (Compressive/Buckling Strength) = 1375.8 k
D/C1 = 0.768
Tie-Rods (Upper)
D (Tensile Force) = 93.9 k
C1 (Tensile Yielding Strength) = 307.8 k
C2 (Tensile Rupture Strength) = 413.3 k
D/C1
= 0.305
D/C2 = 0.227
Tie-Rods (Lower)
D (Tensile Force) = 80.8 k
C1 (Tensile Yielding Strength) = 307.8 k
C2 (Tensile Rupture Strength) = 413.3 k
D/C1 = 0.263
D/C2 = 0.196
Pin Connectors
D (Shear Force, w/o Ωo) = (Seismic, Wind) 93.9 k
DΩ (Shear Force, w/ Ωo) = (Seismic) 248.4 k
C1 (Shear Rupture Strength) = 389.7 + 124.4 + 97.9 k = 612.0 k C2 (Shear Yielding Strength) = 389.7 + 124.4 + 97.2 k = 611.3 k C3
(Bearing Strength at Pin Hole) = 274.1 k
D/C1 = 0.153
D/C2 = 0.154
D/C3
= 0.342
DΩ/C1 = 0.406
DΩ/C2 = 0.406
DΩ/C3 = 0.907
Gusset Plate Connectors
D (Shear & Tensile Force, w/o Ωo) = 93.9 k
DΩ (Sheat & Tensile Force, w/ Ωo
) = 248.4 k
C1 (Block Shear Strength) = 1588.4 k
C2
(Tensile Yielding Strength) = 340.2 k
C3 (Tensile Rupture Strength) = 342.6 k
D/C1 = 0.059
D/C2 = 0.276
D/C3 = 0.274
DΩ/C1
= 0.156
DΩ/C2 = 0.730
DΩ/C3 = 0.725
Column Base Anchorage
(1) Node #1022 (0o)
DN (Maximum Uplifting Force, w/o Ωo) = -283.5 k
DNΩ (Maximum Uplifting Force, w/ Ωo
) = 74.2 k
DV (Maximum Shear Force, w/o Ωo) = 22.6 k
DVΩ (Maximum Shear Force, w/ Ωo) = 0.0 k Retrofit Anchors CN (Anchorage Tensile Strength) = 101.2 k
CV (Anchorage Shear Strength) = 52.6 k
CV
(Anchorage Concrete Shear Strength) = 26.7 k Cocrete Failure D/C = (DN/CN) + (DV/CV) = -2.801 + 0.844 = -1.956
D/CΩ = (DNΩ/CN) + (DVΩ/CV) = 0.733 + 0.000 = 0.733
D/CΩ = (DNΩ/CN) + (DVΩ/CV) = 0.733 + 0.000 = 0.733
(Governing Mode: Concrete Breakout Tensile/Shear Strength) (2) Node #1033 (72o)
DN (Maximum Uplifting Force, w/o Ωo) = -584.9 k
DNΩ (Maximum Uplifting Force, w/ Ωo) = -522.9 k
DV
(Maximum Shear Force, w/o Ωo) = 20.2 k
DVΩ (Maximum Shear Force, w/ Ωo) = 0.0 k
CN (Anchorage Tensile Strength) = 101.2 k
CV (Anchorage Shear Strength) = 52.6 k
CV (Anchorage Concrete Shear Strength) = 26.7 k
D/C = (DN/CN) + (DV
/CV) = -5.777 + 0.754 = -5.022
D/CΩ = (DNΩ/CN) + (DVΩ/CV
) = -5.164 + 0.000 = -5.164
D/CΩ = (DNΩ/CN) + (DVΩ/CV) = -5.164 + 0.000 = -5.164
(Governing Mode: Concrete Breakout Tensile/Shear Strength) (3) Node #1045 (144o)
DN (Maximum Uplifting Force, w/o Ωo
) = -358.0 k
DNΩ (Maximum Uplifting Force, w/ Ωo
) = -68.6 k
DV (Maximum Shear Force, w/o Ωo) = 13.5 k
DVΩ (Maximum Shear Force, w/ Ωo
) = 0.0 k
CN (Anchorage Tensile Strength) = 101.2 k
CV
(Anchorage Shear Strength) = 52.6 k
CV (Anchorage Concrete Shear Strength) = 26.7 k
D/C = (DN/CN) + (DV/CV) = -3.536 + 0.504 = -3.032
D/CΩ = (DNΩ/CN) + (DVΩ/CV) = -0.678 + 0.000 = -0.678
D/CΩ = (DNΩ/CN) + (DVΩ/CV) = -0.678 + 0.000 = -0.678
(Governing Mode: Concrete Breakout Tensile/Shear Strength) (4) Node #1024 (180o)
DN (Maximum Uplifting Force, w/o Ωo) = -289.3 k
DNΩ (Maximum Uplifting Force, w/ Ωo) = 68.3 k
DV (Maximum Shear Force, w/o Ωo) = 9.6 k
DVΩ (Maximum Shear Force, w/ Ωo) = 0.0 k
CN (Anchorage Tensile Strength) = 101.2 k
CV (Anchorage Shear Strength) = 52.6 k
CV (Anchorage Concrete Shear Strength) = 26.7 k
D/C = (DN/CN) + (DV
/CV) = -2.857 + 0.358 = -2.499
D/CΩ = (DNΩ/CN) + (DVΩ/CV) = 0.675 + 0.000 = 0.675
D/CΩ = (DNΩ/CN) + (DVΩ/CV) = 0.675 + 0.000 = 0.675
(Governing Mode: Concrete Breakout Tensile/Shear Strength) Foundation (ASD)
Sliding Resistance
D (Maximum Shear Reaction at Footing) = 3.9 k
C (Sliding Resistance) = 429.9 k
Sliding Safety Factor = 1.1
D/C = 0.010
Overturning Resistance
D (Maximum Uplifting Reaction at Footing) = -233.4 k
C (Uplifting Resistance) = 216.1 k
Overturning Safety Factor = 1.1
D/C = -1.188
Soil Bearing Resistance
D (Maximum Compressive Reaction at Footing) = 1104.8 k
C (Soil Bearing Resistance) = 1950.0 k
D/C = 0.567
Cook Water Tower (Existing Condition from 0o
Model)
Component Demand/Capacity Ratios Summary
Structural Component D/C Governing Mode
Riser 0.446 Combined Compression
Tube Columns 0.768 Compression
Tie-Rods (Upper) 0.305 Tensile Yielding
Tie-Rods (Lower) 0.263 Tensile Yielding
Pin Connectors (w/o Ωo) 0.154 Pin & Weld Shear Failure
Pin Connectors (w/ Ωo) 0.406 Pin & Weld Shear Failure
Gusset Plate (w/o Ωo) 0.276 Block Shear
Gusset Plate (w/ Ωo) 0.730 Block Shear
Column Base Anchorage (w/o Ωo
) No Tension
Column Base Anchorage (w/ Ωo) 0.733 in Tension
Anchorage Concrete Breakout(w/ Ωo) 0.733 Concrete Shear Breakout Sliding Stability (S.F. =1.1) 0.010
Overturning Stability (S.F. =1.1) No Overturning
Soil Bearing 0.567
Note:

1. D/C ratios less than 1.05 are considered acceptable.

2. （w/o Ωo)： Wind
(w/ Ωo)： Seismic

BEYAZ & PATEL

APPENDIX G
Engineer's Cost Estimate
Appendix G – Engineer Cost Estimate
Item Unit Quantity Unit Rate Amount
Column-Base Retrofit 10 $10,000 $100,000
Tie-Rod Replacement 10 32 LF $300/LF $96,000
Interior Coating Replacement 1 1 $480,000 $480,000
Exterior Coating 1 1 $824,000 $824,000
Total $1,500,000
10920 Via Frontera, Suite 210, San Diego, CA 92127
(858) 451-0374 | [email protected] | www.beyazpatel.com

REPORT TO CITY COUNCIL
Approved by:
_________________________________
Keith Helmuth, P.E., Department Director
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:

Improvement Agreement Amendment No. 1 for the Pecan Square Subdivision (Tract No. 20-S02) Allowing Reimbursement for Park Improvements RECOMMENDATION:

Adopt a Resolution Approving Amendment No. 1 to the Improvement Agreement Authorizing Construction of Park Improvements Within the Pecan Square Subdivision and Reimbursement for Park Improvements Proposed to be Constructed by Subdivider SUMMARY:

On May 12, 2020, the Planning Commission approved Tentative Subdivision Map No. TSM 2019- 3 for the Pecan Square Subdivision (Map). On May 4, 2022, the City Council (Council) approved Resolution 22-58, accepting the Final Map and approving the Improvement Agreement (Agreement) for the Pecan Square Subdivision (Tract No. 20-S-02). See the Site Location Map in Attachment 1.

As a result of the Subdivider’s understanding of actions and direction from staff, the Subdivider initiated the design of a park within the physical boundaries of the Pecan Square subdivision under the expectation that such improvements would be reimbursed. While the Subdivider has not advertised to potential buyers that a park would be constructed immediately, they have indicated that they want to be able to tell buyers that a park will be a useable amenity available to them. The only way, in their opinion, to guarantee this is for them to build the park as opposed to waiting for the City to complete the park knowing that there are multiple priorities that might delay a City constructed park.

In recent recognition that the Subdivider does not, in fact have authorization in accordance with Madera Municipal Code, staff has directed that the Subdivider’s actions as they relate to the park Council Meeting of: December 7,
Agenda Number: _______ D-3 __
2022
should cease until such time as construction of the park is authorized. The proposed amendment to the Improvement Agreement would authorize the construction of the park and the City’s reimbursement for the same.

DISCUSSION:

Typically, off-site improvements for subdivisions are the direct result of conditions of approval placed upon a subdivision as part of the entitlement process in which a tentative subdivision map is approved. Of those conditions that include improvements that are eligible for reimbursement, they are referenced directly in the Agreement. The Agreement, when approved by Council, allows for reimbursement of those improvements. In this case, the Map conditions required dedication of the park land but did not expressly provide a condition for construction of Park improvements. As a result, the Agreement is silent regarding reimbursement of Park improvements.

Prior to Council’s approval of an ordinance amendment to Establish a Method for Coordinated Acquisition and Development of City Park Facilities (Ordinance) on March 21, 2018, about two years before the Map was approved by the Planning Commission on May 12, 2020, small neighborhood parks were not required as part of development of subdivisions. While a number of other tentative maps were considered by the Planning Commission between approval of the Ordinance and this Map, many included the same omissions or at least the same result with regard to formal requirements for construction of park improvements or payment of in-lieu fees.

As such, this Map was one of several examples of maps moving forward without proper procedures following approval of the Ordinance that should have included conditions for the park with clear requirements and expectations of the subdivider.

Regardless of the requirement for park land or in-lieu fees, the Ordinance allows that park improvements may be constructed if application is made to the Engineering Department for permission to construct “specified park and recreation improvements” after the Planning Commission or Community Development Director determines that land is required for dedication and/or in-lieu payment. In this instance, (i) the conditions of approval did not require construction of the park improvements as a result of a request by the Subdivider and (ii) the Engineering Department did not receive a subsequent request after the Planning Commission made the determination that land was required by virtue of the Map approval. Instead, it appears that the Subdivider was given the impression that construction of park improvements was integral to the approval of the Map with subsequent actions and verbal statements by staff only affirming that impression which resulted in an informal understanding that the Subdivider would build the park improvements.

Subsequent to alerting the City directing the Subdivider to cease any activities toward construction of park improvements, the Subdivider did make a request for approval to construct park improvements on December 5, 2022, thus satisfying one component of the Ordinance that required such a request.
-
Notwithstanding the lapses that have occurred as part of this Map, the park is considered a public benefit to the City and its residents. As such, construction of the park and reimbursement of park improvements estimated at $164, 308 based on the current Engineer’s Estimate isrecommended by staff. The actual cost and therefor reimbursement amount can vary based on actual low bid amount.

In the future, the staff shall adhere to a methodology that will result in requirements for park land and improvements being clearly expressed in the conditions of approval. When properly placed, reimbursements, if eligible, will be documented in the Improvement Agreement associated with that project.

FINANCIAL IMPACT:

This action would not have an impact on the City’s General Fund, proposed reimbursements would be paid for with funds from the City’s Development Impact Fee Program.

ALTERNATIVES:

Not approve Amendment No. 1 to the reimbursement agreement or provide direction to staff. If Council does not approve the amendment, the Subdivider would not be able to build park or be reimbursed for the already-designed park. It is unclear if Subdivider might take other actions against the City for the expense of designing the park improvements.

ATTACHMENTS:

1. Project Location Map

2. Resolution
Exhibit A - Amendment No. 1 to Improvement Agreement Pecan Square Subdivision (TRACT NO. 20-S-02)”
Attachment 1
Project Location Map

Park
Subdivision
Attachment 2
Resolution
RESOLUTION NO. 22-___

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA, CALIFORNIA, APPROVING AMENDMENT NO. 1 TO THE IMPROVEMENT

AGREEMENT AUTHORIZING CONSTRUCTION OF PARK IMPROVEMENTS

WITHIN THE PECAN SQUARE SUBDIVISION AND REIMBURSEMENT FOR

PARK IMPROVEMENTS PROPOSED TO BE CONSTRUCTED BY SUBDIVIDER WHEREAS, the Planning Commission on May 12, 2020, considered and approved Tentative Subdivision TSM 2019-03 (Project); and
WHEREAS, the staff report for the Pecan Square Subdivision as part of Tentative Subdivision TSM 2018-04 identified a requirement for parkland dedication of 0.59 acres in conformance with the City’s parkland acquisition ordinance; and WHEREAS, Condition No. 6 of Project required said parkland be dedicated to the City in advance of or in conjunction with recordation of the final map or parcel map; and WHEREAS, D.R Horton CA3, Inc., A Delaware Corporation (Subdivider) of said subdivision entered into and executed an agreement between the City and Subdivider for said subdivision which is on file in the office of the City Clerk entitled, “Improvement Agreement Ranch Santa Fe Subdivision (Final Map. No. 20-S-02)," wherein the Subdivider, in consideration of the approval of said map by the City and the acceptance by the City of the dedication of lands for public use therein contained, agreed to construct and complete within the time specified in said Agreement all street and other improvements required of Subdivider under the provisions of Chapter 2 of Title 10 of the Madera Municipal Code relating to regulations and standards for the subdivision of lands in the City and the preparation of maps thereof, and such street or other improvements designated or mentioned in said Agreement and/or set forth in the plans and specifications for the improvements for the Pecan Square Subdivision is on file in the office of the city engineer; and
WHEREAS, the Improvement Agreement and the entire written record on this Project are silent as to any requirement for Subdivider to construct park improvements or be reimbursed for park improvements by the City; and
WHEREAS, the City and Subdivider wish to memorialize the requirement for Subdivider to construct the park improvements and for City to reimburse Subdivider; and WHEREAS, the General Plan includes multiple policies that support the need to accept park improvements constructed by Subdivider such as Policy PR-1: The City shall endeavor to develop and maintain a complete system of public parks distributed throughout the City that provides opportunities for passive and active recreation at a minimum of 3 (three) acres per 1,000 (one thousand) resident.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MADERA hereby finds, orders and resolves as follows:

1. The above recitals are true and correct.

2. Based on the recitals set forth hereinabove, Amendment No. 1 to the “Improvement Agreement for the Pecan Square Subdivision (Tract No. 20-S-02)” requiring construction of park improvements and allowing for reimbursement thereof by City is approved and attached as Exhibit “A.” A copy of the Amendment shall be kept on file in the office of the City Clerk.

3. This resolution is effective immediately upon adoption. * * * * * * * * * * *
Exhibit A
Amendment No. 1
Improvement Agreement Pecan Square Subdivision (TRACT NO. 20-S-02 AMENDMENT NO. 1
IMPROVEMENT AGREEMENT PECAN SQUARE SUBDIVISION (TRACT NO. 20-S02) This Amendment No. 1 to the Improvement Agreement Pecan Square Subdivision (Tract 20-S-02) (“Amendment No. 1”) is entered between the City of Madera, a Municipal Corporation (“City”), and D.R Horton CA3, Inc., A Delaware Corporation (“Subdivider”)

RECITALS
WHERAS, on May 4, 2022, City and the Subdivider entered into an Agreement related to the Pecan Square Subdivision (“Agreement”); and
WHEREAS, the Agreement does not include certain provisions that relate to the construction of a park within the Pecan Square Subdivision including reimbursement for construction of park improvements; and
WHEREAS, City and Subdivider wish to amend certain terms of the Agreement to address proposed construction of park improvements within the Pecan Square Subdivision by Subdivider reimbursement by City of costs associated with construction of park improvements; and WHEREAS, the Agreement includes provisions that obligate the Subdivider to address all applicable provisions of park construction similar to other off-site improvements associated with the Pecan Square Subdivision including but not limited to payment of fees and bonding.

AGREEMENT
In consideration of the recitals listed above and the mutual obligations of the parties herein, City and Subdivider agree that the Agreement between the City and the Subdivider shall be amended as follows:

A. Section “II – REIMBURSEMENTS TO BE PROVIDED TO SUBDIVIDER” is amended with the following addition:

4. Park Improvements - Construction of all recreational components of the park located within the Pecan Square Subdivision. Improvements shall include landscaping, irrigation, hardscape within the park interior, playground equipment and all other improvements intended purely for recreational purposes. Said improvements are eligible for reimbursement through the City's Impact Fee Program, subject to the availability of funds. Frontage improvements such as sidewalk, curb & gutter, streetlights, street paving, water, sewer, and storm drain are not eligible for reimbursement. In accordance the MMC 10-2.1314, the Engineering “Department shall fix the dollar value of the parks and recreation improvements prior to construction.”
B. Except as amended by this Amendment No. 1, all other terms and conditions of the Agreement remain in full force and effect.

C. This Amendment No. 1 to the Agreement shall be effective upon full execution by both parties.
(SIGNATURES ON NEXT PAGE)
IN WITNESS WHEREOF, the parties duly executed this Covenant.

CITY OF MADERA:

By: ______________________
Santos Garcia, Mayor
APPROVED AS TO FORM:

By: _______________________
Hilda Cantú Montoy, City Attorney
ATTEST:

By: _____________________
Alicia Gonzales, City Clerk
APPROVED:

By: _____________________
Keith B. Helmuth, P.E., City Engineer
COVENANTOR:

By: __________________________
David Hatch, Division President

NOTARY ACKNOWLEDGEMENT

REQUIRED

REPORT TO CITY COUNCIL
Approved by:
_________________________________
Dino Lawson, Chief of Police
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:

Purchase of New Body-Worn Cameras (BWC) for the Police Department RECOMMENDATION:

Adopt Resolutions:

1. Approving the Motorola Master Customer Agreement, Online Terms Acknowledgement, and Notice to Proceed for the purchase of 48 new Motorola WatchGuard body-worn cameras and related equipment and software in the amount of $108,934.50

2. Approving a Budget Amendment to the Fiscal Year 2022/23 Operating Budget to appropriate Measure K funds for the purchase of body-worn cameras SUMMARY:

The Police Department utilizes and maintains a system of in-car and body-worn cameras with related equipment, such as charging and docking stations and software for archiving and viewing the video capture. The City initially implemented WatchGuard in-car cameras many years ago and more recently added BWC in 2016. Police Officers are equipped with BWC, which are activated during interactions with the public and provide excellent benefits. Recently, the manufacturer of the City’s BWC ceased production of the models used by the City. Due to the cessation of production, the City’s inventory of BWC is rapidly dwindling. Staff initially anticipated replacing them in Fiscal Year 2023/24; however, due to the lack of replacement parts and constant repair, it is advisable to replace them at this time. As a result, staff is recommending that the City purchase new BWC to ensure that the City continues to have up-to-date technology for the safety of Officers and the public.

DISCUSSION:

In 2016, the City purchased Watchguard BWC. These cameras were compatible with the City’s existing in-car system and continue to be used. With technological advancements, WatchGuard, Council Meeting of: December 21, 2022
Agenda Number: ____D-4_______
made by Motorola, recently announced that they would no longer manufacture the 2016 BWC as they have released several newer, more advanced models. With the use of dated technology, the City has experienced some challenges in maintaining the units, such as finding replacement components, degradation of battery life, sound production, and lower-than-desirable image resolution. Furthermore, as cameras are used daily, wear and tear are unavoidable and, unfortunately, have caused the retirement of several cameras.

Staff recommends upgrading and maintaining the BWC to ensure that Officers are equipped with the latest technology for their safety and that of the public. While there are numerous benefits to BWC, some include the following:
 Transparency
 An increase in confidence amongst the public in Officers  De-escalation of behavior by the public
 A reduction in potential assaults on Police Officers
 Reduction in Officer time preparing reports
 A reduction of allegations made against Officers
 Reduction in litigation
Selection of Equipment
While there are numerous makers of BWC, City staff evaluated vital features, including existing infrastructure, cost, and functionality. The BWC is one component of a whole system. Staff did evaluate the option of upgrading the entire system; however, it was determined that shifting the existing system to a completely new one would create a significant cost burden for the City.

Instead, staff recommends the City continue with WatchGuard and purchase their most recent BWC model, the V300. Noteworthy features of the V300 include:
 Extended battery life, plus the battery is detachable, making it ideal for long shifts  Higher resolution recording
 Multiple microphones with wind-canceling capabilities  Wireless uploading of recordings
 Natural field of view, eliminating the fisheye effect  128GB of storage space
 Radio integration; the camera will start to record when an Officer’s radio enters emergency mode
While this list is not exhaustive, it highlights the most distinguishable characteristics of the newest WatchGuard BWC model.

Evaluation of Best Price Option
While staff is recommending a sole source given that the purchase is an upgrade of a component within an existing system, various options for making the purchase were evaluated to ensure the City was receiving the best price for the upgrade. Purchase options include directly purchasing from Motorola or through one of two cooperative agreements Motorola carries with SourceWell and the National Association of State Procurement Officials (NASPO). Table 1 represents each purchasing option's total cost, including equipment and accessories, on-site deployment, training, and project management.

Table 1: Summary of purchase options
Equipment Provider Cost (1)
Motorola (direct) $108,935
SourceWell Purchasing Agreement $117,007
NASPO Purchasing Agreement $122,007
(1) Rounded to the nearest dollar
Purchasing Agreement
Motorola requires both parties agree to terms and conditions regarding the purchase and deliverance of equipment and software, captured in their Master Customer Agreement and related addenda, Online Terms Acknowledgement, and Notice to Proceed documents provided as Attachment 1 to the first resolution contemplated with this report. Additionally, all documents from the vendor will be circulated electronically, and the requested action will authorize the Chief of Police to execute the necessary documents electronically to proceed with the purchase if approved.

Furthermore, the documents provided by Motorola were examined by legal counsel and found to contain language regarding limited warranties and out-of-state venues in the case of legal disputes. Per the Master Customer Agreement (MCA), Motorola products have a limited warranty of 90 days. The City has purchased and utilized Motorola products for years and has never had significant equipment failure aside from typical wear and tear. However, if a legal battle shall ensue with the vendor, the MCA outlines that the venue for any lawsuit shall be Cook County, Illinois. Regardless, it is unlikely the City be met with any legal action resulting from this purchase.

FINANCIAL IMPACT:

This expenditure is not reflected in the adopted budget as staff previously anticipated making this purchase next fiscal year. However, City equipment has reached the end of its life sooner than expected. Exhibit A to the second resolution contemplated with this report represents the requested budget amendment appropriating additional funds to the Fiscal Year 2022/23 Measure K operating costs from the available Measure K fund balance.

ALTERNATIVES:

Council may request staff return with additional information or seek proposals for a total system upgrade.

ATTACHMENTS:

1. Resolution approving the Motorola Master Customer Agreement, Online Terms Acknowledgement, and Notice to Proceed
a. Exhibit A: Master Customer Agreement
i. Motorola Quote-1900256
ii. Mobile Video Addendum
iii. Subscription Software Addendum
iv. Evidence Library End User License Agreement
b. Exhibit B: Online Terms Acknowledgement
c. Exhibit C: Notice to Proceed

2. Resolution amending the FY 2022/23 Budget appropriating $108,934.50 in Measure K available fund balance to purchase the BWC camera upgrade a. Exhibit D: Budget Amendment
RESOLUTION NO. 22-______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA

APPROVING THE MOTOROLA MASTER CUSTOMER AGREEMENT, ONLINE

TERMS ACKNOWLEDGEMENT, AND NOTICE TO PROCEED FOR THE
PURCHASE OF 48 NEW MOTOROLA WATCHGUARD BODY-WORN

CAMERAS AND RELATED EQUIPMENT AND SOFTWARE IN THE AMOUNT OF $108,934.50
WHEREAS, the City of Madera Police Department utilizes the Motorola WatchGuard system for in-car cameras, body-worn cameras, and video viewing and archiving; WHEREAS, the City’s current body-worn cameras have become obsolete due to a manufacturing cessation and replacement and repair of malfunctioning units has become problematic; and
WHEREAS, the City desires to upgrade the body-worn camera component of the WatchGuard system by purchasing current-model WatchGuard body-worn cameras; and WHEREAS, body-worn cameras provide necessary safety and liability precautions for the City and the community, and proceeding with the requested upgrade will ensure continuity of these benefits; and
WHEREAS, after a review of purchase options to upgrade the body-worn cameras, direct purchase from Motorola was determined to be the best priced option for the City; and WHEREAS, to proceed with the purchase, the City must accept Motorola’s Master Customer Agreement with related addenda, Online Terms Acknowledgement, and execute a Notice to Proceed.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF MADERA hereby resolves, finds, determines, and orders as follows:

1. The above recitals are true and correct.

2. The Motorola Master Customer Agreement, inclusive of Motorola Quote-1900256, Mobile Video Addendum, Subscription Software Addendum, and Evidence Library End User License Agreement, a copy of which is attached hereto as Exhibit A and incorporated herein, is approved.

3. The Motorola Online Terms Acknowledgement, a copy of which is attached hereto as Exhibit B and incorporated herein, is approved.

4. The Motorola Notice to Proceed, a copy of which is attached hereto as Exhibit C and incorporated herein, is approved.

5. The Chief of Police is authorized to execute the required documents electronically to complete the purchase.

6. This resolution is effective immediately upon adoption. * * * * * * * *

EXHIBIT A

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

1. Agreement.

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

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

2. Products and Services.

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

2.2. Services.

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

2.2.2. Integration Services· Maintenance and Support Services. If specified in an Ordering Document, Motorola will provide, for the term of such Ordering Document, (a) design, deployment, and integration Services in order to design, install, set up, configure, and/or integrate the applicable Products at the applicable locations ("Sites"), agreed upon by the Parties ("Integration 1 MOTOROLA CONFIDENTIAL
Services"), or (b) break/fix maintenance, technical support, or other Services (such as software integration Services) ("Maintenance and Support Services"), each as further described in the applicable statement of work. Maintenance and Support Services and Integration Services will each be considered "Services", as defined above.

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

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

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

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

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

2.6. Motorola Tools and Equipment. As part of delivering the Products and Services, Motorola may provide certain tools, equipment, models, and other materials of its own. Such tools and equipment will remain the sole property of Motorola unless they are to be purchased by Customer as Products and are explicitly listed on an Ordering Document. The tools and 2 MOTOROLA CONFIDENTIAL
equipment may be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Customer will safeguard all tools and equipment while in Customer's custody or control, and be liable for any loss or damage. Upon the expiration or earlier termination of this Agreement, Customer, at its expense, will return to Motorola all tools and equipment in its possession or control.

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

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

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

3. Term and Termination.

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

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

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

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

4. Payment and Invoicing.

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

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

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

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

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

5. Sites; Customer-Provided Equipment; Non-Motorola Content. 4 MOTOROLA CONFIDENTIAL

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

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

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

5.4. Customer-Provided Equipment. Certain components, including equipment and software, not provided by Motorola may be required for use of the Products and Services ("Customer-Provided Equipment"). Customer will be responsible, at its sole cost and expense, for providing and maintaining the Customer-Provided Equipment in good working order.

Customer represents and warrants that it has all rights in Customer-Provided Equipment to permit Motorola to access and use the applicable Customer-Provided Equipment to provide the Products and Services under this Agreement, and such access and use will not violate any laws or infringe any third-party rights (including intellectual property rights). Customer (and not Motorola) will be fully liable for Customer-Provided Equipment, and Customer will immediately notify Motorola of any Customer-Provided Equipment damage, loss, change, or theft that may impact Motorola's ability to provide the Products and Services under this Agreement, and Customer acknowledges that any such events may cause a change in the Fees or performance schedule under the applicable Ordering Document.

5.5. Non-Motorola Content. In certain instances, Customer may be permitted to access, use, or integrate Customer or third-party software, services, content, and data that is not provided by Motorola (collectively, "Non-Motorola Content") with or through the Products and Services. If Customer accesses, uses, or integrates any Non-Motorola Content with the Products or Services, Customer will first obtain all necessary rights and licenses to permit Customer's and its Authorized Users' use of the Non-Motorola Content in connection with the Products and Services. Customer will also obtain the necessary rights for Motorola to use such Non-Motorola Content in connection with providing the Products and Services, including the right for Motorola to access, store, and process such Non-Motorola Content (e.g., in connection with Subscription 5 MOTOROLA CONFIDENTIAL
Software), and to otherwise enable interoperation with the Products and Services. Customer represents and warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or integrating the applicable Non-Motorola Content with the Products and Services, and that Customer and its Authorized Users will comply with any terms and conditions applicable to such Non-Motorola Content. If any Non-Motorola Content require access to Customer Data (as defined below), Customer hereby authorizes Motorola to allow the provider of such Non-Motorola Content to access Customer Data, in connection with the interoperation of such Non-Motorola Content with the Products and Services. Customer acknowledges and agrees that Motorola is not responsible for, and makes no representations or warranties with respect to, the Non-Motorola Content (including any disclosure, modification, or deletion of Customer Data resulting from use of Non-Motorola Content or failure to properly interoperate with the Products and Services). If Customer receives notice that any Non-Motorola Content must be removed, modified, or disabled within the Products or Services, Customer will promptly do so. Motorola will have the right to disable or remove Non-Motorola Content if Motorola believes a violation of law, third-party rights, or Motorola's policies is likely to occur, or if such Non-Motorola Content poses or may pose a security or other risk or adverse impact to the Products or Services, Motorola, Motorola's systems, or any third party (including other Motorola customers). Nothing in this Section will limit the exclusions set forth in Section 7.2 - Intellectual Property Infringement.

6. Representations and Warranties.

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

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

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

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

6.4. Pass-Through Warranties. Notwithstanding any provision of this Agreement to the contrary, Motorola will have no liability for third-party software or hardware provided by Motorola; provided, however, that to the extent offered by third-party providers of software or hardware 6 MOTOROLA CONFIDENTIAL
and to the extent permitted by law, Motorola will pass through express warranties provided by such third parties.

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

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

IN THE AGREEMENT ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS AND

SERVICES AND MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS,

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

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

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

7. Indemnification.

7.1. General Indemnity. Motorola will defend, indemnify, and hold Customer harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual third-party claim, demand, action, or proceeding ("Claim") for personal injury, death, or direct damage to tangible property to the extent caused by Motorola's negligence, gross negligence or willful misconduct while performing its duties under an Ordering Document or an Addendum, except to the extent the claim arises from Customer's negligence or willful misconduct. Motorola's duties under this Section 7 .1 - General Indemnity are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Claim.

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

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

7.2.2. In addition to the other damages disclaimed under this Agreement, Motorola will have no duty to defend or indemnify Customer for any Infringement Claim that arises from or is based upon: (a) Customer Data, Customer-Provided Equipment, Non-Motorola Content, or third-party equipment, hardware, software, data, or 7 MOTOROLA CONFIDENTIAL
other third-party materials; (b) the combination of the Product or Service with any products or materials not provided by Motorola; (c) a Product or Service designed, modified, or manufactured in accordance with Customer's designs, specifications, guidelines or instructions; (d) a modification of the Product or Service by a party other than Motorola; (e) use of the Product or Service in a manner for which the Product or Service was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to use or install an update to the Product or Service that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the Infringing Product.

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

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

8. Limitation of Liability.

8.1. DISCLAIMER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR PERSONAL INJURY

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

DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "MOTOROLA PARTIES") WILL NOT BE LIABLE IN CONNECTION

WITH THIS AGREEMENT (WHETHER UNDER MOTOROLA'S INDEMNITY OBLIGATIONS, A

CAUSE OF ACTION FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR

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

CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUES, EVEN

IF MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR ANY THIRD PARTY OF THE

POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE FORESEEABLE.
8 MOTOROLA CONFIDENTIAL

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

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

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

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

SUBSCRIPTION SOFTWARE OR FOR ANY RECURRING SERVICES, THE MOTOROLA

PARTIES' TOTAL LIABILITY FOR ALL CLAIMS RELATED TO SUCH PRODUCT OR

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

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

8.3. ADDITIONAL EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION OF

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

OF (A) CUSTOMER DATA, INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DATA AVAILABLE THROUGH THE PRODUCTS OR SERVICES; (8)

CUSTOMER-PROVIDED EQUIPMENT, NON-MOTOROLA CONTENT, THE SITES, OR

THIRD-PARTY EQUIPMENT, HARDWARE, SOFTWARE, DATA, OR OTHER THIRD-PARTY

MATERIALS, OR THE COMBINATION OF PRODUCTS AND SERVICES WITH ANY OF THE FOREGOING; (C) LOSS OF DATA OR HACKING; (D) MODIFICATION OF PRODUCTS OR SERVICES BY ANY PERSON OTHER THAN MOTOROLA; (E) RECOMMENDATIONS PROVIDED IN CONNECTION WITH OR BY THE PRODUCTS AND SERVICES; (F) DATA RECOVERY SERVICES OR DATABASE MODIFICATIONS; OR (G) CUSTOMER'S OR ANY

AUTHORIZED USER'S BREACH OF THIS AGREEMENT OR MISUSE OF THE PRODUCTS AND SERVICES.

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

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

9. Confidentiality.

9.1. Confidential Information. "Confidential Information" means any and all non-public information provided by one Party ("Discloser'') to the other ("Recipient") that is disclosed under this Agreement in oral, written, graphic, machine recognizable, or sample form, being clearly designated, labeled or marked as confidential or its equivalent or that a reasonable businessperson would consider non-public and confidential by its nature. With respect to Motorola, Confidential Information will also include Products and Services, and Documentation, as well as any other information relating to the Products and Services. The nature and existence of this Agreement are considered Confidential Information of the Parties. In order to be considered Confidential Information, information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by Discloser by submitting a written document to Recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent. 9 MOTOROLA CONFIDENTIAL

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

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

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

10. Proprietary Rights; Data; Feedback.

10.1. Data Definitions. The following terms will have the stated meanings: "Customer Contact Data" means data Motorola collects from Customer, its Authorized Users, and their end users for business contact purposes, including marketing, advertising, licensing and sales purposes; "Service Use Data" means data generated by Customer's use of the Products and Services or by Motorola's support of the Products and Services, including personal information, location, monitoring and recording activity, product performance and error information, activity logs and date and time of use; "Customer Data" means data, information, and content, including images, text, videos, documents, audio, telemetry and structured data base records, provided by, through, or on behalf of Customer, its Authorized Users, and their end users through the use of 10 MOTOROLA CONFIDENTIAL
the Products and Services. Customer Data does not include Customer Contact Data, Service Use Data, or information from publicly available sources or other Third-Party Data or Motorola Data; "Third-Party Data" means information obtained by Motorola from publicly available sources or its third party content providers and made available to Customer through the Products or Services; "Motorola Data" means data owned or licensed by Motorola; "Feedback" means comments or information, in oral or written form, given to Motorola by Customer or Authorized Users, including their end users, in connection with or relating to the Products or Services; and "Process" or "Processing" means any operation or set of operations which is performed on personal information or on sets of personal information, whether or not by automated means, such as collection, recording, copying, analyzing, caching, organization, structuring, storage, adaptation, or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

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

10.3. Ownership of Customer Data. Customer retains all right, title and interest, including intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to Customer Data except those rights granted under this Agreement including the right to Process and use the Customer Data as set forth in Section 10.4 - Processing Customer Data below and in other applicable Addenda. The Parties agree that with regard to the Processing of personal information which may be part of Customer Data, Customer is the controller and Motorola is the processor, and may engage sub-processors pursuant to Section 10.4.3 - Sub-processors.

10.4. Processing Customer Data.

10.4.1. Motorola Use of Customer Data. To the extent permitted by law, Customer grants Motorola and its subcontractors a right to use Customer Data and a royalty-free, worldwide, non-exclusive license to use Customer Data (including to process, host, cache, store, reproduce, copy, modify, combine, analyze, create derivative works from such Customer Data and to communicate, transmit, and distribute 11 MOTOROLA CONFIDENTIAL
such Customer Data to third parties engaged by Motorola) to (a) perform Services and provide Products under the Agreement, (b) analyze the Customer Data to operate, maintain, manage, and improve Motorola Products and Services, and (c) create new products and services. Customer agrees that this Agreement, along with the Documentation, are Customer's complete and final documented instructions to Motorola for the processing of Customer Data. Any additional or alternate instructions must be agreed to according to the Change Order process. Customer represents and warrants to Motorola that Customer's instructions, including appointment of Motorola as a processor or sub-processor, have been authorized by the relevant controller.

10.4.2. CoUectjon Creatjon Use of Customer Pata. Customer further represents and warrants that the Customer Data, Customer's collection, creation, and use of the Customer Data (including in connection with Motorola's Products and Services), and Motorola's use of such Customer Data in accordance with the Agreement, will not violate any laws or applicable privacy notices or infringe any third-party rights (including intellectual property and privacy rights). Customer also represents and warrants that the Customer Data will be accurate and complete, and that Customer has obtained all required consents, provided all necessary notices, and met any other applicable legal requirements with respect to collection and use (including Motorola's and its subcontractors' use) of the Customer Data as described in the Agreement.

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

10.5. Data Retention and Deletion. Except for anonymized Customer Data, as described above, or as otherwise provided under the Agreement, Motorola will delete all Customer Data following termination or expiration of this MCA or the applicable Addendum or Ordering Document, with such deletion to occur no later than ninety (90) days following the applicable date of termination or expiration, unless otherwise required to comply with applicable law. Any requests for the exportation or download of Customer Data must be made by Customer to Motorola in writing before expiration or termination, subject to Section 13.9 - Notices. Motorola will have no obligation to retain such Customer Data beyond expiration or termination unless the Customer has purchased extended storage from Motorola through a mutually executed Ordering Document.

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

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

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

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

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

11. Force Majeure; Delays Caused by Customer.

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

11.2. Delays Caused by Customer. Motorola's performance of the Products and Services will be excused for delays caused by Customer or its Authorized Users or subcontractors, or by 13 MOTOROLA CONFIDENTIAL
failure of any assumptions set forth in this Agreement (including in any Addendum or Ordering Document). In the event of a delay under this Section 11.2 - Delays Caused by Customer, (a) Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule, and (c) Customer will compensate Motorola for its out-of-pocket costs incurred due to the delay (including those incurred by Motorola's affiliates, vendors, and subcontractors).

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

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

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

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

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

13. General.

13.1. Compliance with Laws. Each Party will comply with applicable laws in connection with the performance of its obligations under this Agreement, including that Customer will ensure its and its Authorized Users' use of the Products and Services complies with law (including privacy laws), and Customer will obtain any FCC and other licenses or authorizations (including licenses or authorizations required by foreign regulatory bodies) required for its and its Authorized Users' use of the Products and Services. Motorola may, at its discretion, cease providing or otherwise modify Products and Services (or any terms related thereto in an Addendum or Ordering Document), in order to comply with any changes in applicable law. 14 MOTOROLA CONFIDENTIAL

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

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

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

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

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

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

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

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

13.9. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as FedEx, UPS, or DHL), and will be effective upon receipt. 15 MOTOROLA CONFIDENTIAL

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

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

13.12. Entire Agreement. This Agreement, including all Addenda and Ordering Documents, constitutes the entire agreement of the Parties regarding the subject matter hereto, and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a single document.

The Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy, or computer image of a signature, will be treated, and will have the same effect as an original signature, and will have the same effect, as an original signed copy of this document.

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment, or other form will not be considered an amendment or modification or part of this Agreement, even if a representative of each Party signs such document.

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

Motorola: Motorola Solutions, Inc. Customer: ------
By:-------------- By:--------------
Name: Name: ------------ ------------- Title: ____________ _ Title: ____________ _ Date: Date: ------------- -------------
16 MOTOROLA CONFIDENTIAL
1 Equipment Purchase and Software License Addendum
This Equipment Purchase and Software License Addendum (this “EPSLA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below or in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Master Customer Agreement entered into between the Parties, effective as of [________] (the “MCA”). Capitalized terms used in this EPSLA, but not defined herein, will have the meanings set forth in the MCA.

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

2. Delivery of Equipment and Licensed Software.

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

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

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

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

3. Licensed Software License and Restrictions.

3.1. Licensed Software License. Subject to Customer’s and its Authorized Users’ compliance with the Agreement (including payment terms), Motorola hereby grants Customer and its Authorized Users a limited, non-transferable, non-sublicenseable, and non-exclusive license to -

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

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

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

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

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

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

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3 4. Term.

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

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

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

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

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

6. Representations and Warranties; Liability.

6.1. Motorola Warranties. Subject to the disclaimers and exclusions set forth in the MCA and this EPSLA, (a) for a period of one (1) year commencing upon the delivery of Motorolamanufactured Equipment under Section 2.1 – Delivery and Risk of Loss, Motorola represents and warrants that such Motorola-manufactured Equipment, under normal use, will be free from material defects in materials and workmanship; (b) to the extent permitted by the providers of third-party software or hardware included in the Products and Services, Motorola will pass through

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

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

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

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

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

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

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

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

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

8. Survival. The following provisions will survive the expiration or termination of this EPSLA for any reason: Section 3 – Licensed Software License and Restrictions; Section 4 – Term; Section 5 – Payment; Section 6.2 – Additional Exclusions; Section 8 – Survival. The Parties hereby enter into this EPSLA as of [_________] (the “EPSLA Date”).1 1 NTD: Signature blocks can be removed if this EPSLA is attached to the MCA when the MCA is executed. -
-

MOTOROLA CONFIDENTIAL
5 Motorola: Motorola Solutions, Inc. Customer: [___________] By: ______________________________ By: ______________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: ____________________________ • MOTOROLA SOLUTIONS
Billing Address:

MADERA POLICE DEPT, CITY
OF
330 SC ST
MADERA, CA 93637
us
Summary:

Shipping Address:

MADERA POLICE DEPT, CITY
OF
330 SC ST
MADERA 93637 0001
MADERA, CA 93637
us
QUOTE-1900256
48 V300 UPGRADE
Quote Date:09/28/2022
Expiration Date: 12/27/2022
Quote Created By:

DeDe Summerville
Regional Sales Manager
Dede.Summerville@
motorolasolutions.com
916-516-3671
End Customer:

MADERA POLICE DEPT, CITY OF
Ari Adams
[email protected]
+15596754200
Any sales transaction resulting from Motorola's quote is based on and subject to the applicable Motorola Standard Terms and Conditions, notwithstanding terms and conditions on purchase orders or other Customer ordering documents.

Motorola Standard Terms and Conditions are found at www.motorolasolutions.com/product-terms.

Line # Item Number Description Qty Term List Price Sale Price Ext. Sale Price 2 3
4 5
6 V300
WGB-0138A
WGB-0142A
WGB-0101A
WGA00640-KIT1
WGP02614
Evidence Library: Video
Evidence Management
WGW00122-400
V300 TRANSFER STATION
II
V300 IN-CAR WIFI BASE
BUNDLE FOR 4RE
V300 BODY WORN

CAMERA, MAG CHEST
MOUNT
V300, USB DOCK, 0300,

DESK CHGR/UPLD KIT
V300, BATT, 3.8V,
4180MAH

ON-SITE DEPLOYMENT,

TRAINING,

CONFIGURATION AND

PROJECT MANAGEMENT
5 $1,868.75 $1,420.25 $7,101.25
5 $681.25 $545.00 $2,725.00
48 $1,243.75 $945.25 $45,372.00
2 $118.75 $95.00 $190.00
24 $123.75 $0.00 $0.00
$6,250.00 $5,000.00 $5,000.00
Any sales transaction following Motorola's quote is based on and subject to the tenns and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 - #: 36-1115800

• MOTOROLA SOLUTIONS QUOTE-1900256
48 V300 UPGRADE
Line # Item Number Description Qty Term List Price Sale Price Ext. Sale Price 7 WGW00166-100 EL4 TO ELC MIGRATION 20 $750.00 $600.00 $12,000.00

SERVICE, PER TB OF
DATA
8 WGP02400-500 LICENSE.ELS SITE 1 $1 ,250.00 $1,000.00 $1 ,000.00

LICENSE KEY
9 WGP02400-520 EVIDENCE LIBRARY, 48 1 YEAR $243.75 $195.00 $9,360.00 VISTAN300 ANNUAL

DEVICE LICENSE &

SUPPORT FEE
10 WGP02400-510 EVIDENCE LIBRARY, 4RE/ 5 1 YEAR $243.75 $185.25 $926.25 MS00 ANNUAL DEVICE

LICENSE & SUPPORT FEE
11 WGA00421-217 SVR 16 HOD RAID 6 3U 1 $13,868.75 $11,095.00 $11,095.00 26-75 SCAL GEN 4.
12 WGA00422-1650 HD ELS 16TB 6GB/S 7200 12 $1,243.75 $995.00 $11,940.00 RPM 256MB ENT 4KN
13 WGS00160-2016 SOFTWARE,SQLSERVER 1 Included Included Included 2016, STD, W /5 CAL
14 WGW00140 EXTENDED WARRANTY, 1 SYEAR $1,468.75 $1,175.00 $1,175.00

RACK SERVER
(WGA00421-116,-216,-117,-
217)) FULL SERVICE ON
SITE, 5-YEAR
Subtotal $107,884.50
Estimated Freight $1,050.00
Grand Total $108,934.SO(USD)
Any sales transaction following Motorola's quote is based on and subject to the tenns and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 - #: 36-1115800

• MOTOROLA SOLUTIONS
Pricing Summary
Upfront Costs for Hardware, Accessories and Implementation (if applicable), plus Subscription Fee
Year 2 Subscription Fee
Year 3 Subscription Fee
Year 4 Subscription Fee
Year 5 Subscription Fee
Grand Total System Price
Notes:

List Price Sale Price
$140,863.75 $106,944.50
$293.75 $235.00
$293.75 $235.00
$293.75 $235.00
$293.75 $235.00
$142,038.75 $107,884.50
QUOTE-1900256
48 V300 UPGRADE
• Unless otherwise noted, this quote excludes sales tax or other applicable taxes (such as Goods and Services Tax, sales tax, Value Added Tax and other taxes of a similar nature). Any tax the customer is subject to will be added to invoices.
• Unless otherwise noted in this quote/ order, installation of equipment is not included.

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

Motorola Solutions. Inc. 500 West Monroe. United States - 60661 - #: 36-1115800

VIDEOMANAGER EL SOLUTION DESCRIPTION
VideoManager EL simplifies evidence management, automates data maintenance, and facilitates 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.

The optional SmartControl and SmartConnect smart device applications support live video streaming from body-worn cameras, allowing personnel to view footage captured by the cameras in the app.

VIDEO EVIDENCE MANAGEMENT
VideoManager EL delivers benefits to all aspects of video evidence management. From streamlining the evidence review process to automatically maintaining your stored data, VideoManager EL makes evidence management as efficient as possible. With VideoManager EL, 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 makes evidence review easier by allowing you to upload captured video and audio from your in-field devices, sharing important information that groups relevant evidence together. This time, device used to capture, event ID, officer name, and event type. Incidents recorded from several devices can be found easily and viewed at the same time, eliminating the task of reviewing irrelevant footage.

Its built-in media player includes a visual display of incident data, allowing you to view moments of interest, such as when lights, sirens, or brakes were activated during the event timeline, status of cameras and microphones, and patrol speed graph.

Other relevant files, such as PDFs, spreadsheets, reports, third-party videos, audio recordings, pictures, drawings, and applicable external files 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 empowers you to easily share information in the evidence review or judiciary sharing process by exporting evidence data. It is capable of searching for data using various criteria, including import, export, playback, download, share, and modification dates, allowing users to quickly find relevant evidence.

Automatic Data Maintenance
VideoManager EL 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 any basis, based on how you want to configure the system. • MOTOROLA SOLUTIONS
management of your department's devices.
information includes a recording's date and
QUOTE-1900256
48 V300 UPGRADE
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Under1ying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Security groups and permissions are easily set up in VideoManager EL, 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 M500, V300, 4RE and VISTA camera systems are automatically linked in VideoManager EL 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 integrates with SmartControl, an optional mobile application for Android and iOS field.

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 in-field 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 can 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 or assigned device system. VideoManager EL also enables devices to be quickly exchanged between officers during shift changes. This minimizes the number of devices needed for your fleet.

Device Tracking
You can easily manage, configure, and deploy your in-car and body-worn cameras in VideoManager EL. Devices can be assigned to personnel within VideoManager EL and tracked, helping agencies keep track of which users have specific devices.

Faster Shift Changes
ing 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. • MOTOROLA SOLUTIONS QUOTE-1900256
48 V300 UPGRADE
that allows officers to review video evidence from their smartphone or tablet while they're still in the VideoManager El's Rapid Checkout Kiosk feature allows agencies us Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Under1ying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

Devices can also be configured to remember individual preference settings for each user, including haptic and audible alert 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 also enable you to configure devices to operate in alignment • MOTOROLA SOLUTIONS QUOTE-1900256
48 V300 UPGRADE
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Under1ying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

1V300 BODY-WORN CAMERA SOLUTION DESCRIPTION
The V300 Body-Worn Camera captures clear video and audio of - operation capabilities allow constant recording, helping the user to capture every detail of each situation and create a reliable library of evidence for case-building and review.

The V300 is easy to operate, with four control buttons. Its built-in Record-After-the-Fact® (RATF) technology enables the device to capture important video evidence that can be retrieved hours or days after an incident occurs, even if a recording is not triggered by the user or sensor. With RATF, officers can prioritize response to immediate threats over manually activating their camera.

KEY FEATURES OF THE V300
Detachable Battery - llows officers to switch to a fully-charged battery if their shift goes longer than expected. And since batteries can charge without being attached to a camera, they can be kept fully charged and ready to go in a dock for use. This feature is especially helpful for agencies that share cameras among multiple officers.

Wireless Uploading - Recordings made by the V300 can be uploaded to evidence management system via WiFi or LTE networks. This enables easy transfer of critical recordings to headquarters for immediate review or long-term storage.

Data Encryption - The V300 uses FIPS-140-2 compliant encryption at rest and in transit. This ensures that recordings made by officers are secure from unauthorized access.

Record-After-The-Fact® - Our patented Record-After-the-Fact® technology records even when management system and allow users to review important evidence that was captured days before.

Natural Field of View - The V300 eliminates the fisheye effect from wide-angle lenses that warps video footage. Distortion correction ensures a clear and complete evidence review process.

SmartControl Application - Application allows V300 users to tag and preview video, livestream from the camera to the app, adjust vertical field of view, and change camera settings. This application is available for iOS and Android.

In-Field Tagging The V300 enables easy in-field event tagging. It allows officers to view event tags and save them to the appropriate category directly from the camera or via smartphone application. This is made easier in conjunction with an integrated in-car video recording system.

Auto Activation - Multiple paired V300 cameras and in-car systems can form a recording group, which can automatically start recording when one of the group devices starts a recording. They can be configured to initiate group recording using triggers like lights, sirens, doors, gun racks, and other auxiliary inputs. Up to eight V300 cameras can also collaborate on recordings without an in-car system, using similar triggers. Group recordings are uploaded and automatically linked in DEMS as part of one incident.
• MOTOROLA SOLUTIONS
every encounter from the user's perspective. Its continuous • The V300's detachable battery a
•
•
your agency's
•
QUOTE-1900256
48 V300 UPGRADE
your agency's
the recording function isn't engaged. These recordings are uploaded to the evidence •
• Motorola's SmartControl
•
•
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Under1ying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

V300 AND IN-CAR VIDEO INTEGRATION
The V300 integrates seamlessly with the M500 and 4RE In-Car Video System, capturing video of an incident from multiple vantage points. With these in-car video systems, all critical functions are never more than three taps away. This integration includes the following features:

Distributed Multi-Peer Recording - Multiple V300 cameras and in-car systems can form a recording group and, based on configuration, automatically start recording when one of the group devices begins recording. Group recordings are uploaded and automatically linked in DEMS as part of one incident.

Automatic Tag Pairing - Recordings captured by integrated in-car systems and V300 cameras can be uploaded to DEMS with the same tags automatically. From the in- splay, the videos can be saved under the appropriate tag category. The tag is then automatically shared Evidence Management Software - When body-worn and in-car cameras both record the same on officer name, date, and time overlap associated with the devices.

Additional Audio Source - The V300 can serve as an additional audio source when integrated with the in-car video system. The V300 also provides an additional view of the incident and inherits the event properties of the inand more, based on configuration.

V300 AND APX RADIO INTEGRATION
Mot -way radios that are equipped with Bluetooth capability can pair with V300 BodyWorn Cameras to capture video evidence.

V300 is automatically triggered to capture video evidence. The recording will continue until stopped by the officer via the start/stop button on the V300 or group in-car video system.

HOLSTER AWARE INTEGRATION
V300 integrates with Holster Aware, a holster sensor that automatically prompts the V300 to record the moment holstered equipment is drawn. All sensor and V300 associations can be managed within any DEMS. This sensor allows officers to record high-stress events as they unfold, without having to sacrifice situational awareness by manually activating the V300. • MOTOROLA SOLUTIONS QUOTE-1900256
48 V300 UPGRADE
•
•
•
•
car system's di
with the V300 video and is uploaded as part of one incident, along with the officer's name . incident, Motorola's evidence management software automatically links those recordings based car system's record, such as officer name, event category, orola's APX two
When the APX's emergency mode button is pressed, the
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Under1ying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

DOCKING STATIONS
The V300 has three docking options:

Transfer Station - The Transfer Station is built for large, multi-location agencies with large numbers of V300 cameras in service at any given time. It can charge up to eight fully assembled cameras or individual battery packs.

Each of the eight docking slots includes an LED indication of battery charging status and upload status. While a V300 is being charged, the Transfer Station can automatically offload its recording to Evidence Management Solution via an integrated 10Gb/1Gb connection to the local area network (LAN). The Transfer Station connects directly to the local area network for fast offload of recorded events to storage while charging the camera battery.

The Transfer Station supports comprehensive device management capabilities, such as camera configuration, checkout and officer assignment options; rapid checkout, kiosk, and individual camera checkout; automatic firmware and configuration updates.

USB Base - The USB Base charges the battery of a single V300 camera or a standalone battery pack. The USB Base can be mounted in a vehicle or attached to a desktop or Mobile Data Computer, with 12V or a USB connection for power. It has LED indications of battery charging status and upload, and an ambient light sensor for optimal LED brightness control, from the bright sunlight, to the dim interior of a patrol car. When connected to a laptop or desktop, the USB Base can be used to upload recordings to an evidence management system, receive firmware and configuration updates.

Wi-Fi Base - The Wi-Fi Base is mounted in the vehicle. It facilitates V300 upload of evidence to evidence management system, firmware updates, communication between V300 and in-car group devices, charges fully assembled V300 cameras or individual battery packs and more. It has LED indications of battery charging status and upload, and an ambient light sensor for optimal LED brightness control, from the bright sunlight, to the dim interior of a patrol car.
• MOTOROLA SOLUTIONS QUOTE-1900256
48 V300 UPGRADE
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Under1ying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

• MOTOROLA SOLUTIONS

VIDEO EVIDENCE STATEMENT OF WORK
Overview
QUOTE-1900256
48 V300 UPGRADE
In accordance with the terms and conditions of the Agreement, this Statement of Work ("SOW') defines the principal activities and responsibilities of all parties for the delivery of the Motorola Solutions, Inc. ("Motorola") system as presented in this offer to the Customer(hereinafter referred to as "Customer"). For the purposes of this SOW, Motorola may include our affiliates, subcontractors, and third-party partners, as the case may be.

Deviations and changes to this SOW are subject to mutual agreement between Motorola and the Customer and will be addressed in accordance with the change provisions of the Agreement.

Unless specifically stated, Motorola work will be performed remotely. Customer will provide Motorola resources with direct network access sufficient to enable Motorola to fulfill its delivery obligations.

The number and type of software or subscription licenses, products, or services provided by or on behalf of Motorola are specifically listed in the Agreement and any reference within this SOW, as well as subcontractors' sows (if applicable), does not imply or convey a software or subscription license or service that is not explicitly listed in the Agreement.

AWARD, ADMINISTRATION, AND PROJECT INITIATION
Project Initiation and Planning will begin following execution of the Agreement.

Following the conclusion of the Welcome/IT Call, Motorola project personnel will communicate additional project information via email, phone call, or additional ad- hoc meetings.

Motorola utilizes Google Meet as its teleconference tool. If Customer desires a different teleconference tool, Customer may provide a mutually agreeable alternate tool at Customer expense.

PROJECT MANAGEMENT TERMS
The following project management terms are used in this SOW. Since these terms may be used differently in other settings, these definitions are provided for clarity.

Deployment Date(s) refers to any date or range of dates when implementation, configuration, and training will occur. The deployment date(s) is subject to change based on equipment or resource availability and Customer readiness.

COMPLETION CRITERIA
Motorola Integration Services are complete upon Motorola performing the last task listed in a series of responsibilities or as specifically stated in the deployment checklist. Certain Customer tasks, such as hardware installation activities identified in Section 1.9 of this SOW, must be completed prior to Motorola commencing with its delivery obligations. Customer will provide Motorola written notification that it does not accept the completion of Motorola responsibilities or rejects a Motorola service deliverable within five business days of task completion or receipt of a deliverable, whichever may be applicable.

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

• MOTOROLA SOLUTIONS QUOTE-1900256
48 V300 UPGRADE
Service completion will be acknowledged in accordance with the terms of the Agreement and the Service Completion Date will be memorialized by Motorola and Customer in a writing signed by both parties.

PROJECT ROLES AND RESPONSIBILITIES OVERVIEW

MOTOROLA PROJECT ROLES AND RESPONSIBILITIES
A Motorola team, made up of specialized personnel, will be assigned to the project under the direction of the Motorola Project Manager. Team members will be multi-disciplinary and may fill more than one role.

Team members will be engaged in different phases of the project as necessary.

In order to maximize efficiencies, Motorola's project team will provide services remotely via teleconference, web-conference, or other remote method in fulfilling its commitments as outlined in this sow.

The personnel role descriptions noted below provide an overview of typical project team members. One or more resources of the same type may be engaged as needed throughout the project. There may be other personnel engaged in the project at the discretion of and under the direction of the Project Manager.

Motorola's project management approach has been developed and refined based on lessons learned in the execution of hundreds of system implementations. Using experienced and dedicated people, industryleading processes, and integrated software tools for effective project execution and control, we have developed and refined practices that support the design, production, and testing required to deliver a high-quality, feature-rich system.

Project Manager
A Motorola Project Manager will be assigned as the principal business representative and point of contact for Motorola. The Project Manager's responsibilities include the following:
• Host the Welcome/IT Call.
• Manage the Motorola responsibilities related to the delivery of the project. • Coordinate schedules of the assigned Motorola personnel and applicable subcontractors/supplier resources.
• Manage the Change Order process per the Agreement.
• Maintain project communications with the Customer.
• Identify and manage project risks.
• Collaborative coordination of Customer resources to minimize and avoid project delays. • Conduct remote status meetings on mutually agreed dates to discuss project status. • Provide timely responses to issues related to project progress.

System Technologists
The Motorola System Technologists (ST) will work with the Customer project team on system provisioning. ST responsibilities include the following:
• Provide consultation services to the Customer regarding the provisioning and operation of the Motorola system.
• Provide provisioning and training to the Customer to set up and maintain the system. • Complete the provisioning ownership handoff to the Customer.

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

• MOTOROLA SOLUTIONS
• Complete the project-defined tasks as defined in this sow.

QUOTE-1900256
48 V300 UPGRADE
• Confirmation that the delivered technical elements meet contracted requirements. • Engagement throughout the duration of the delivery.

Technical Trainer / Instructor
The Motorola Technical Trainer / Instructor provides training either on-site or remote (virtual) depending on the training topic and deployment type purchased. Responsibilities include:
• Review the role of the Learning experience Portal ("LXP") in the delivery and provide Customer Username and Access Information.

CUSTOMER PROJECT ROLES AND RESPONSIBILITIES OVERVIEW
The success of the project is dependent on early assignment of key Customer resources. In many cases, the Customer will provide project roles that correspond with Motorola's project roles. It is critical that these resources are empowered to make decisions based on the Customer's operational and administration needs. The Customer's project team should be engaged from project initiation through beneficial use of the system. The continued involvement in the project and use of the system will convey the required knowledge to maintain the system post-completion of the project. In some cases, one person may fill multiple project roles. The project team must be committed to participate in activities for a successful implementation. In the event the Customer is unable to provide the roles identified in this section, Motorola may be able to supplement Customer resources at an additional price.

Project Manager
The Project Manager will act as the primary Customer point of contact for the duration of the project. The Project Manager is responsible for management of any third-party vendors that are the Customer's subcontractors. In the event the project involves multiple locations, Motorola will work exclusively with a single Customer-assigned Project Manager (the primary Project Manager). The Project Manager's responsibilities include the following:
• Communicate and coordinate with other project participants. • Manage the Customer project team, including timely facilitation of efforts, tasks, and activities. • Maintain project communications with the Motorola Project Manager. • Identify the efforts required of Customer staff to meet the task requirements in this SOW and identified in the Welcome/IT Call.
• Consolidate all project-related questions and queries from Customer staff to present to the Motorola Project Manager.
• Approve a deployment date offered by Motorola.
• Monitor the 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 who will work with Motorola staff as needed for the duration of the project, including at least one Application Administrator for the system and one or more representative(s) from the IT department.

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

• MOTOROLA SOLUTIONS QUOTE-1900256
48 V300 UPGRADE
• Identify the resource with authority to formally acknowledge and approve change orders, completion of work, and payments in a timely manner.
• Provide building access to Motorola personnel to all Customer facilities where system equipment is to be installed during the project. Temporary identification cards are to be issued to Motorola personnel, if required for access to facilities.
• Ensure remote network connectivity and access to Motorola resources. • Provide reasonable care to prevent equipment exposure to contaminants that cause damage to the equipment or interruption of service.
• Ensure a safe work environment for Motorola personnel. • Identify and manage project risks.
• Point of contact to work with the Motorola System Technologists to facilitate the training plan.

IT Support Team
The IT Support Team (or Customer designee) manages the technical efforts and ongoing tasks and activities of their system. Manage the Customer-owned provisioning maintenance and provide required information related to LAN, WAN, wireless networks, server, and client infrastructure. They must also be familiar with connectivity to internal, external, and third-party systems to which the Motorola system will interface.

The IT Support Team responsibilities include the following:
• Participate in overall delivery and training activities to understand the software, interfaces, and functionality of the system.
• Participate with the Customer subject matter experts during the provisioning process and training. • Authorize global provisioning choices and decisions, and be the point(s) of contact for reporting and verifying problems and maintaining provisioning.
• Obtain inputs from other user agency stakeholders related to business processes and provisioning. • Implement changes to Customer owned and maintained infrastructure in support of the Evidence Management System installation.

Subject Matter Experts
The Subject Matter Experts (SME or Super Users) are the core group of users involved with delivery analysis, training, and the provisioning process, including making global provisioning choices and decisions. These members should be experienced users in the working area(s) they represent (dispatch, patrol, etc.), and should be empowered to make decisions related to provisioning elements, workflows, and department policies related to the Evidence Management System.

General Customer Responsibilities
In addition to the Customer Responsibilities stated elsewhere in this SOW, the Customer is responsible for the following:
• All Customer-provided equipment, including hardware and third-party software, necessary for delivery of the System not specifically listed as a Motorola deliverable. This will include end user workstations, network equipment, camera equipment and the like.
• Configuration, maintenance, testing, and supporting the third-party systems the Customer operates which will be interfaced to as part of this project.
• Communication between Motorola and Customer's third-party vendors, as required, to enable Motorola to perform its duties.

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

• MOTOROLA SOLUTIONS QUOTE-1900256
48 V300 UPGRADE
• Active participation of Customer SM Es in project delivery meetings and working sessions during the course of the project. Customer SM Es will possess requisite knowledge of Customer operations and legacy system(s) and possess skills and abilities to operate and manage the system. • Electronic versions of any documentation associated with the 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 meeting sessions using Google Meet or a mutually agreeable, Customer-provided, alternate remote conferencing solution.

PROJECT PLANNING
A clear understanding of the needs and expectations of both Motorola and the Customer are critical to fostering a collaborative environment of trust and mutual respect. Project Planning requires the gathering of project-specific information in order to set clear project expectations and guidelines, and set the foundation for a successful implementation.

WELCOME/IT CALL - TELECONFERENCE/WEB MEETING
A Project Planning Session teleconference will be scheduled after the Agreement has been executed.

The agenda will include the following:
• Review the Agreement documents.
• Review project delivery requirements as described in this SOW. • Provide shipping information for all purchased equipment. • Discuss deployment date activities.
• Provide assigned technician information.
• Review IT questionnaire and customer infrastructure.
• Discuss which tasks will be conducted by Motorola resources. • Discuss Customer involvement in provisioning and data gathering to confirm understanding of the scope and required time commitments.
• Review the initial project tasks and incorporate Customer feedback. • Confirm CJIS background investigations and fingerprint requirements for Motorola employees and/or contractors. Required fingerprints will be submitted on Motorola provided FBI FD-258 Fingerprint cards. • Review the On-line Training system role in project delivery and provide Customer User Name and Access Information.
• Discuss Motorola remote access requirements (24-hour access to a secured two-way Internet connection to the Motorola system firewalls for the purposes of deployment, maintenance, and monitoring).
• Discuss Customer obligation to manage change among the stakeholder and user communities. • Review deployment completion criteria and the process for transitioning to support.

Motorola Responsibilities
• Host Welcome/IT Call.
• Request the attendance of any additional Customer resources that are instrumental in the project's success, as needed.
• Review Motorola's delivery approach and its reliance on Customer-provided remote access. • Provide Customers with steps to follow to register for Online Training. • Request user information required to establish the Customer in the LXP.

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

• MOTOROLA SOLUTIONS
Customer Responsibilities
QUOTE-1900256
48 V300 UPGRADE
Complete the Online Training registration form and provide it to Motorola within ten business days of the Project Planning Session.
• Review the received (as part of order) and completed IT questionnaire. • Provide a customer point of contact for the project.
• Provide data for completing the policy validation form. • Provide LXP user information as requested by Motorola. • Verify Customer Administrator(s) have access to the LXP.

Motorola Deliverables
• Welcome Call presentation and key meeting notes
• Send an email confirming deployment date and ST assigned email • Communicate with the Customer via email confirming shipment and tracking information. • Instruct the Customer on How to Register for Training email. • Provide and review the Training Plan.

SOLUTION PROVISIONING
Solution provisioning includes the configuration of user configurable parameters (unit names, personnel, and status codes). The system will be provisioned using Motorola standard provisioning parameters and will incorporate Customer-specific provisioning.

IN-CAR VIDEO PROVISIONING SCENARIO
If in-car video is a part of the system, the Motorola Application Specialist will complete the following provisioning tasks.

Motorola Responsibilities
• Conduct a remote review of the standard provisioning database with the Customer prior to the start of provisioning.
• Provide and review the Provisioning Export Worksheets with the Customer. • Conduct a conference call with the Customer to review the completeness of the Provisioning Export Worksheets prior to the start of provisioning.

BODY WORN CAMERA PROVISIONING SCENARIO
If body worn cameras are a part of the system, the provisioning of the in-car system will generally follow the completion of the base in-car video provisioning.

Motorola Responsibilities
Configure transfer stations for connectivity to the evidence management server. • Configure devices within the evidence management system. • Check out devices and create a test recording.

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

• MOTOROLA SOLUTIONS QUOTE-1900256
48 V300 UPGRADE
• Verify successful upload from devices after docking back into the transfer station or USB dock.

SOFTWARE INSTALLATION

ON-SITE SOFTWARE INSTALLATION
Client software will be installed on one workstations and up to 5 mobile devices to facilitate provisioning training to Customer personnel. Customer will complete software installation on the remaining workstations and cameras.

Motorola Responsibilities
• Verify system readiness.
• Request client software.
• Deliver the pre-installation preparation checklist.
• Provide instruction on client software installation and install client software on one workstation and up to five mobile devices.
• Total of training overview sessions shall not exceed 4 hours. • Provide instruction on client software deployment utility.

Customer Responsibilities
• Provide and install workstation/mobile device hardware in accordance with specifications. • Assign personnel to observe software installation training. • Complete installation of client software on remaining workstations and mobile devices. • Attend onsite deployment training sufficient to enable user proficiency. • Complete online training.

Motorola Deliverables
• Provide a pre-installation preparation checklist.
• Provide installation guide.
• Provide training overviews on hardware/software and system administration for customers during deployment dates.

INFRASTRUCTURE VALIDATION
Hardware will be installed on the network to facilitate provisioning, testing, and will be used to provide instruction to Customer personnel after the complete software installation.

Motorola Responsibilities
• Verify that the server is properly racked and connected to the network. • Verify that access points are properly installed and connected to the network. • Verify that transfer stations are connected to the network and configured.

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

• MOTOROLA SOLUTIONS QUOTE-1900256
48 V300 UPGRADE
• Verify that the server network has access to the internet for software installation and updates. • Verify that the network routing is correct for the transfer stations and access points to communicate with the server.
• Verify that the client computers can access the server on the required ports.

HARDWARE INSTALLATION
Physical installation of hardware (i.e. servers, cameras, Access Points, WiFi docs, etc.) is not included in the standard scope of the solution. If a custom quote for installations is included in this purchase, Motorola will manage the subcontractor and their deliverables as part of this SOW. Customers who perform or procure their own installations assume all installation responsibilities including cost, oversight and risk.

SYSTEM TRAINING
Motorola training consists of both computer-based (online) and instructor-led (on-site or remote). Training delivery methods vary depending on course content. Self-paced online training courses, additional live training, documentation, and resources can be accessed and registered for on the Motorola's LXP.

ONLINE TRAINING
Online training is made available to the Customer via Motorola's LXP. This subscription service provides the Customer with continual access to our library of online learning content and allows users the benefit of learning at times convenient to them. Content is added and updated on a regular basis to keep information current. This training modality allows the Customer to engage in training when convenient.

A list of available online training courses can be found in the Training Plan.

Motorola Responsibilities
• Designate a LXP Administrator to work with the Customer. • Establish an accessible instance of the LXP for the Customer. • Organize content to align with the Customer's selected technologies. • Create initial Customer user accounts and a single Primary Administrator account. • During on-boarding, assist the Customer with LXP usage by providing training and job aids as needed. • Create and maintain user role Learning Paths defined by the Customer. • Install security patches when available.
• Provide technical support for user account and access issues, base system functionality, and Motorola Solutions-managed content.
• Monitor the Learning Subscription server. Provide support for server incidents.

Customer Responsibilities
• Provide user information for the initial creation of accounts. • Provide network and internet connectivity for the Customer's users to access the LXP. • The customer's primary LXP administrator should complete the following self-paced training: LXP Introduction online course (LXP000l), LXP Primary Site Administrator Overview online course (LXP0002), and LXP Group Administrator Overview (LXP0003) • Advise agency learners of the availability of training via the LXP. • Ensure users complete LXP training in accordance with the Project Schedule.

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

• MOTOROLA SOLUTIONS
• Order and maintain subscriptions to access Motorola's LXP. • Contact Motorola Solutions to engage Technical Support when needed.

Motorola Deliverables
• LXP Enable

INSTRUCTOR-LED TRAINING (ONSITE AND REMOTE)
QUOTE-1900256
48 V300 UPGRADE
A list of Instructor-Led and Virtual Instructor-Led courses can be found in the Training Plan.

Motorola Responsibilities
• Deliver User Guides and training materials in electronic .PDF format. • Perform training in accordance with the Training Plan. • Provide Customer with training Attendance Rosters and summarize any pertinent observations that may impact end user training.

Customer Responsibilities
• Supply classrooms with a workstation for the instructor (if On site) and at least one workstation for every student based on the requirements listed in the Training Plan. • Designate training representatives who will work with the Motorola trainers in the delivery of training. • Conduct end user training in accordance with the Project Schedule.

Motorola Deliverables
• Electronic versions of User Guides and training materials. • Attendance Rosters.
• Technical Training Catalog.

FUNCTIONAL VALIDATION AND PROJECT CLOSURE
The objective of Functional Validation is to demonstrate the features and functions of the system in the Customer's provisioned environment. The functional demonstration may not exercise all functions of the system, if identified as not being applicable to the Customer's operations or for which the system has not been provisioned. The functional demonstration is a critical activity that must occur following the completion of provisioning.

Motorola Responsibilities
• Conduct a power on functional demonstration of the installed system per the deployment checklist • Manage to resolution any documented punch list items noted on the deployment checklist. • Provide trip report outlining all activities completed during the installation as well as outstanding follow up items
• Provide an overview of the support process and how to request support. • Walk through support resources, web ticket entry and escalation procedures. • Provide a customer survey upon closure of the project.

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

• MOTOROLA SOLUTIONS QUOTE-1900256
48 V300 UPGRADE
• Witness the functional demonstration and acknowledge its completion via signature on the deployment checklist.
• Participate in prioritizing the punch list.
• Coordinate and manage Customer action as noted in the punch list. • Provide signatory approval on the deployment checklist providing Motorola with final acceptance. • Complete Customer Survey.

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

• MOTOROLA SOLUTIONS
Purchase Order Checklist
Marked as PO/ Contract/ Notice to Proceed on Company Letterhead (PO will not be processed without this)
PO Number/ Contract Number
PO Date
Vendor = Motorola Solutions, Inc.

Payment (Billing) Terms/ State Contract Number
Bill-To Name on PO must be equal to the Legal Bill-To Name Bill-To Address
Ship-To Address (If we are shipping to a MR location, it must be documented on PO) Ultimate Address (If the Ship-To address is the MR location then the Ultimate Destination address must be documented on PO )
PO Amount must be equal to or greater than Order Total
Non-Editable Format (Word/ Excel templates cannot be accepted) Bill To Contact Name & Phone# and EMAIL for customer accounts payable dept Ship To Contact Name & Phone#
Tax Exemption Status
Signatures (As required)

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

1. Addendum. This MVA governs Customer's purchase of any Motorola mobile video Products, including participation in Motorola's Video-as-a-Service Program ("VaaS Program").

A "Mobile Video System" is a solution that includes at least one mobile video Product and requires Integration Services to deploy such mobile video Product or the associated evidence management Product at a Customer Site. In addition to the MCA, other Addenda may be applicable to Products offered under this MVA, including the Subscription Software Addendum ("SSA"), with respect to Subscription Software, and the Equipment Purchase and Software License Addendum ("EPSLA"), with respect to Licensed Software and Equipment, as each of those terms are defined therein, and as further described below. This MVA will control with respect to conflicting or ambiguous terms in the MCA or any other applicable Addendum, but only as applicable to the Mobile Video System or other Products purchased under this MVA and not with respect to other Products or Services.

2. Evidence Management Systems; Applicable Terms and Conditions.

2.1. On-Premise Evidence Management. If Customer purchases a Mobile Video System where Equipment and Licensed Software for evidence management is installed at Customer Sites (an "On-Premises Evidence Management System"), then, unless the Ordering Document(s) specify that any software is being purchased on a subscription basis (i.e., as Subscription Software), any (i) Equipment and (ii) Licensed Software installed at Customer Sites or on Customer-Provided Equipment, in each case purchased in connection with the On-Premises Evidence Management System, are subject to the EPSLA. On-Premises Evidence Management Systems described in this Section qualify for the System Warranty as described in Section 4 - On-Premises Evidence Management System Warranty (the "System Warranty").

2.2. Cloud Hosted Evidence Management. If Customer purchases Mobile Video System where the software for evidence management is hosted in a data center and provided to Customer as a service ("Cloud Hosted Evidence Management System"), including CommandCentral Evidence and Evidencelibrary.com Products, then such Cloud Hosted Evidence Management System is subject to the SSA. Any Equipment purchased in connection with Cloud Hosted Evidence Management System is subject to the EPSLA. Cloud Hosted Evidence Management System described in this Section do not qualify for the System Warranty.

System completion, however, is determined in accordance with the provisions of Section 7 -System Completion below.

2.3. Services. Any Integration Services or Maintenance and Support Services purchased in connection with, or included as a part of, a Mobile Video System are subject to the MCA, and as described in the applicable Ordering Document.
1 MOTOROLA CONFIDENTIAL

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

Post-Deployment Services will be invoiced upon their completion and paid by Customer in accordance with the terms of the MCA.

4. On-Premises Evidence Management System Warranty. Subject to the disclaimers in the MCA and any other applicable Addenda, Motorola represents and warrants that, on the System Completion Date (as defined below) for an On-Premises Evidence Management System described in Section 2.1 - On-Premises Evidence Management (a) such On-Premises Evidence Management System will perform in accordance with the descriptions in the applicable Ordering Documents in all material respects, and (b) if Customer has purchased any Equipment or Motorola Licensed Software (but, for clarity, excluding Subscription Software) as part of such On-Premises Evidence Management System, the warranty period applicable to such Equipment and Motorola Licensed Software will continue for a period of one (1) year commencing upon the System Completion Date for the On-Premises Evidence Management System that includes such Products, or on the applicable Product Completion Date, if earlier, instead of commencing upon delivery of the Products in accordance with the terms and conditions set forth in Section 6 - Representations and Warranties; Liabilities of the EPSLA.

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

5. Additional Software and Video Terms.

5.1. Unlimited Storage. In the event Customer purchases a Cloud Hosted Evidence Management System with "Unlimited Storage", including evidence management under the VaaS Program, then "Unlimited Storage" means storage of all data captured using Equipment sold under this MVA, provided that (1) video recordings are recorded in an event-based setting where users are not recording an entire shift under one video footage and (2) Customer's data retention policies and practices do not result in the retention of data beyond the statutory minimums set forth by the State in which the Customer resides. In the event Customer does not comply with the preceding clauses (1) and (2), Motorola shall have the right to charge Customer for such excess data storage at the prevailing rates. Motorola also has the right to place any data that has not been accessed for a consecutive six (6) month period into archival storage, retrieval of which may take up to twenty-four (24) hours from any access request.

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

5.3. WatchGuard Detector Mobile. Any order by Customer of WatchGuard Detector Mobile is on a subscription basis and subject to the SSA.

5.4. Vigilant Access. Customer may opt for subscription to additional Subscription Software, including use of the Law Enforcement Archival Network ("LEARN"), which is subject to the SSA and any additional terms governing the use of LEARN. If Customer purchases a subscription to 2 MOTOROLA CONFIDENTIAL
commercial license plate recognition data, then Customer will execute and agree to the terms of Motorola's standard Data License Addendum.

5.5. Ucense Plate Recognjtjon Pata. License plate recognition ("LPR") data collected by Customer is considered Customer Data (as defined in the MCA) and is therefore subject to the Customer's own retention policy. Customer, at its option, may share its LPR data with other similarly situated Law Enforcement Agencies ("LEAs") which contract with Motorola to access LEARN by selecting this option within LEARN. Other similarly situated LEAs may similarly opt to share their LPR data with Customer using LEARN. Such LPR data generated by other LEAs is considered Third-Party Data (as defined in the MCA), is governed by the retention policy of the respective LEA, and shall be used by Customer only in connection with its use of LEARN.

LPR data that has reached its expiration date will be deleted from LEARN. Only individuals who are agents and/or sworn officers of Customer and who are authorized by Customer to access LEARN on behalf of Customer through login credentials provided by Customer ("User Eligibility Requirements") may access LEARN. Vigilant in its sole discretion may deny access to LEARN to any individual based on such person's failure to meet the User Eligibility Requirements. Customer will ensure no user logins are provided to agents or officers of other local, state, or Federal LEAs without the express written consent of Vigilant. Customer will be responsible for all individuals' access to, and use of, LEARN through use of Customer login credentials, including ensuring their compliance with this Agreement.

5.6. API Support. Motorola will use commercially reasonable efforts to maintain its Application Programming Interface ("API") sold in connection with any Mobile Video System.

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

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

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

6. VaaS Program Terms. All hardware provided by Motorola to Customer under the VaaS Program will be considered "Equipment", as defined in the EPSLA, and constitutes a purchase of such Equipment subject to the terms of the EPSLA. Additionally, the following terms and conditions apply to any Equipment purchased under the VaaS Program:
3 MOTOROLA CONFIDENTIAL

6.1. Technology Refresh. All body cameras and associated batteries purchased under the VaaS Program ("Body Cameras") are eligible for a one-time replacement at no additional cost to the Customer beginning on the date three (3) years following the date of delivery of the initial Body Cameras and associated batteries provided under the VaaS Program. In order to receive any replacement Body Camera applicable under this Section 6.1 - Technology Refresh, Customer must return the existing Body Camera to Motorola in working condition. The corresponding replacement Body Camera will be the then-current model of the Body Camera at the same tier as the Body Camera that is returned to Motorola. For clarity, any other Equipment received by Customer as part of the VaaS Program, other than Body Cameras, will not be eligible for a technology refresh hereunder.

6.2. No-Fault Warranty. Subject to the disclaimers set forth in the MCA and EPSLA, upon delivery of any Equipment purchased as part of the VaaS Program, Motorola will provide a No-fault Warranty to Customer for such Equipment that extends until the end of the Commitment Term (as defined below) applicable to such Equipment; except that the No-fault Warranty will not apply to: (i) any Equipment with intentionally altered or removed serial numbers, (ii) any other damages disclaimed under the MCA or EPSLA, or (iii) any Equipment that Motorola determines was changed, modified, or repaired by Customer or any third party.

The "No-fault Warranty" means that Motorola will repair or replace any Equipment components or parts that render the applicable Equipment unable to perform its intended purpose. With respect to any batteries in Body Cameras, a battery will be considered faulty and covered under this No-fault Warranty if it falls below sixty percent (60%) of rated capacity.

6.3. Commitment Term. Customer accepts that following the delivery of any Equipment under the VaaS Program, Customer commits to a five (5) year subscription term for such Equipment at the rate provided in the Ordering Document (the "Initial Commitment Term"). If Customer, for any reason, terminates any of its obligations to Motorola prior to expiration of the applicable Commitment Term (as defined below), Customer will be subject to the payments described in Section 6. 7 .2 - Termination hereunder.

6.4. Additional Devices. Any additional Equipment, including any accessory items, ordered by Customer after Customers' initial purchase of Equipment hereunder may be subject to an incremental increase in Fees. In the event Customer orders additional Equipment under the VaaS Program within the ninety (90) days immediately following its initial purchase, such Equipment will be included in and subject to the Initial Commitment Term. Any additional Equipment purchased under the VaaS Program subsequent to such ninety (90) day period, will commence an additional subscription term commitment for such Equipment of five (5) years (a "Subsequent Commitment Term") with respect to the monthly Fee associated with such additional Equipment. For purposes of this Addendum, the Initial Commitment Term and each Subsequent Commitment Term are each also referred to herein as a "Commitment Term".

6.5. Included Subscription Software.

6.5.1. Evidencelibrary.com. Subject to Section 6.7.1 - VaaS Term, the VaaS Program provides Customer with a subscription to the Cloud Hosted Evidence Management System specified in the Ordering Document during the VaaS Term (as defined below), the use of which is subject to the SSA. Customer's subscription will include unlimited users, Unlimited Storage and unlimited sharing, provided any media or data uploaded to the Cloud Hosted Evidence Management System is done so using Motorola Equipment actively enrolled in the VaaS Program. Following expiration of the applicable Commitment Term, if 4 MOTOROLA CONFIDENTIAL
Customer desires to continue use of expired Equipment with the Cloud Hosted Evidence Management System, Customer must purchase additional access to Cloud Hosted Evidence Management System based on Motorola's prevailing rates, or Motorola may disconnect connectivity of any expired Equipment to the Cloud Hosted Evidence Management System.

6.5.2. CommandCentral. For each Body Camera, in-car system or integrated system purchased, Customer will receive one user license for Motorola CommandCentral, which provides access to CC Community, CC Capture, CC Vault and CC Records. If the Customer requires additional licenses to CommandCentral they must be purchased for an additional fee.

6.5.3. CarDetector Mobile. If Customer's VaaS Program order includes an in-car system, Customer will receive a subscription to WatchGuard CarDetector Mobile during the VaaS Term, the use of which is subject to the SSA

6.6. VaaS Program Payment. Unless otherwise provided in an Ordering Document (and notwithstanding the provisions of the MCA), Customer will prepay a subscription Fee quarterly (each a "Subscription Quarter''), as set forth in an Ordering Document. If Customer orders any additional Product(s) under the VaaS Program subsequent to the initial purchase by Customer, Fees for such additional Product will be added to the quarterly subscription Fee, and will be payable on the same Fee payment schedule as the initial Product purchased under the VaaS Program; provided, however, that for the first Subscription Quarter during which such additional Product is purchased, the subscription Fee for the applicable additional Product will be pro-rated based on the applicable number of days remaining in the such initial Subscription Quarter.

6.7. vaas Program Term and Jermjnatjon.

6.7.1. VaaS Term. Customer's participation in the VaaS Program will commence upon the System Completion Date under this MVA, and will continue through the end of the final Commitment Term hereunder ("the "VaaS Term"). Following the end of any Commitment Term, Customer's access to the Cloud Hosted Evidence Management System with respect to the Equipment purchased relative to that Commitment Term will expire, and Customer must download or transfer all Customer Data associated with the applicable Equipment within thirty (30) days following expiration unless Customer purchases extended access to the Cloud Hosted Evidence Management System from Motorola at the prevailing rates.

Motorola has no obligation to retain Customer Data for expired Equipment beyond thirty (30) days following expiration of the applicable Commitment Term.

For example, if Customer purchases 100 devices on January 1 of Year 1 of the VaaS Term, and then 100 additional devices on January 1 of Year 3, on December 31 of Year 5 (i.e., the conclusion of the Initial Commitment Term), Customer's access to the Cloud Hosted Evidence Management System with respect to the first 100 devices will be discontinued, and Customer must purchase extended storage or transfer all Customer Data associated with the first 100 devices within thirty (30) days of expiration of the Initial Commitment Term. In the foregoing example, the Cloud Hosted Evidence Management System access and data storage for the second 100 devices purchase will extend until December 31 of Year 7.

6.7.2. Termination. The termination provisions applicable to the VaaS Program will be those set forth in the MCA, EPSLA and SSA, as applicable. If Customer's 5 MOTOROLA CONFIDENTIAL
participation in the VaaS Program is terminated for any reason prior to the end of the Initial Commitment Term or any Subsequent Commitment Term, Customer will pay the pro-rated remainder of the aggregate Equipment MSRP price (prevailing as of the time of delivery), calculated by multiplying the MSRP price of all Equipment purchased under the VaaS Program by the percentage resulting from dividing the number of months remaining in the Commitment Term applicable to such Equipment by sixty (60). In the event Customer purchased Equipment on multiple dates, resulting in separate Commitment Terms for certain Equipment, the preceding calculation will be made relative to the applicable Commitment Term for each Equipment order. For example, if Customer purchased $1,000 worth of Equipment on January 1 of Year 1 of the VaaS Term, and then $1,000 worth of Equipment on January 1 of Year 2, and then Customer's VaaS Program terminates on December 31 of Year 3, Customer will be required to repay: $1,000 x (24/60) + $1,000 x (36/60), which is equal to $1,000 in the aggregate.

7. System Completion. Any Mobile Video System sold hereunder will be deemed completed upon Customer's (or the applicable Authorized User's) Beneficial Use of the applicable Mobile Video System (the "System Completion Date"). Customer will not unreasonably delay Beneficial Use, and in any event, the Parties agree that Beneficial Use will be deemed to have occurred thirty (30) days after functional demonstration. As used in this Section, "Beneficial Use" means use by Customer or at least one (1) Authorized User of the material features and functionalities of Mobile Video System, in material conformance with Product descriptions in the applicable Ordering Document. Any additional Equipment sold in connection with the initial Mobile Video System shall be deemed delivered in accordance of the terms of the EPSLA. Any additional Subscription Software purchased under the VaaS Program will be deemed delivered upon Customer's receipt of credentials required for access to the Cloud Hosted Evidence Management System or upon Motorola otherwise providing access to the Cloud Hosted Evidence Management System. This Section applies to Products purchased under the MVA notwithstanding the delivery provisions of the Addendum applicable to such Products, such as the SSA or EPSLA, and this Section will control over such other delivery provisions to the extent of a conflict.

8. Additional Cloud Terms. The terms set forth in this Section 8 - Additional Cloud Terms apply in the event Customer purchases any cloud hosted software Products under this MVA, including a Cloud Hosted Evidence Management System.

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

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

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

99.9% for cloud hosted software Products with the exception of maintenance windows. There 6 MOTOROLA CONFIDENTIAL
are many factors beyond Motorola's control that may impact Motorola's ability to achieve this goal.

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

9. Survival. The following provisions will survive the expiration or termination of this MVA for any reason: Section 1 - Addendum; 2 - Evidence Management Systems; Applicable Terms and Conditions; Section 3 - Payment; Section 5.2 - Applicable End User Terms; Section 6.5.1 - Evidencelibrary.com; Section 6.7 - VaaS Program Term and Termination; Section 9 - Survival.

The Parties hereby enter into this MVA as of ... [ ___ _.] (the "MVA Date").1 Motorola: Motorola Solutions, Inc. Customer: ... [ ____ ____,] By:-------------- By:--------------
Name: Name: ------------ ------------- Title: ____________ _ Title: ____________ _ Date: Date: ------------- -------------
1 NTD: Signature blocks can be removed if this MVA is attached to the MCA when the MCA is executed. 7 Subscription Software Addendum
This Subscription Software Addendum (this "SSA") is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 ("Motorola") and the entity set forth in the signature block below or in the MCA ("Customer''), and will be subject to, and governed by, the terms of the Master Customer Agreement entered into between the Parties, effective as of [ j (the "MCA"). Capitalized terms used in this SSA, but not defined herein, will have the meanings set forth in the MCA

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

2. Delivery of Subscription Software.

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

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

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

2.4. Beta Seryjces. If Motorola makes any beta version of a software application ("Beta Service") available to Customer, Customer may choose to use such Beta Service at its own discretion, provided, however, that Customer will use the Beta Service solely for purposes of Customer's evaluation of such Beta Service, and for no other purpose. Customer acknowledges and agrees that all Beta Services are offered "as-is" and without any representations or warranties or other commitments or protections from Motorola. Motorola will determine the duration of the evaluation period for any Beta Service, in its sole discretion, and Motorola may discontinue any 1 Beta Service at any time. Customer acknowledges that Beta Services, by their nature, have not been fully tested and may contain defects or deficiencies.

3. Subscription Software License and Restrictions.

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

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

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

4. Term.

4.1. Subscription Terms. The duration of Customer's subscription to the first Subscription Software and any associated recurring Services ordered under this SSA (or the first Subscription Software or recurring Service, if multiple are ordered at once) will commence upon delivery of such Subscription Software (and recurring Services, if applicable) and will continue for a twelve (12) month period or such longer period identified in an Ordering Document (the "Initial Subscription Period"). Following the Initial Subscription Period, Customer's subscription to the Subscription Software and any recurring Services will automatically renew for additional twelve (12) month periods (each, a "Renewal Subscription Year''), unless either Party notifies the other Party of its intent not to renew at least thirty (30) days before the conclusion of the then-current Subscription Term. (The Initial Subscription Period and each Renewal Subscription Year will each be referred to herein as a "Subscription Term".) Motorola may increase Fees prior to any Renewal Subscription 2 Year. In such case, Motorola will notify Customer of such proposed increase no later than thirty (30) days prior to commencement of such Renewal Subscription Year. Unless otherwise specified in the applicable Ordering Document, if Customer orders any additional Subscription Software or recurring Services under this SSA during an in-process Subscription Term, the subscription for each new Subscription Software or recurring Service will (a) commence upon delivery of such Subscription Software or recurring Service, and continue until the conclusion of Customer's then-current Subscription Term (a "Partial Subscription Year''), and (b) automatically renew for Renewal Subscription Years thereafter, unless either Party notifies the other Party of its intent not to renew at least thirty (30) days before the conclusion of the then-current Subscription Term. Thus, unless otherwise specified in the applicable Ordering Document, the Subscription Terms for all Subscription Software and recurring Services hereunder will be synchronized.

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

4.3. Termination. Notwithstanding the termination provisions of the MCA, Motorola may terminate this SSA (or any Addendum or Ordering Documents hereunder), or suspend delivery of Subscription Software or Services, immediately upon notice to Customer if (a) Customer breaches Section 3 - Subscription Software License and Restrictions of this SSA, or any other provision related to Subscription Software license scope or restrictions set forth in an Addendum or Ordering Document, or (b) it determines that Customer's use of the Subscription Software poses, or may pose, a security or other risk or adverse impact to any Subscription Software, Motorola, Motorola's systems, or any third party (including other Motorola customers). Customer acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Subscription Software and Documentation, and that Customer's breach of the Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Customer breaches this Agreement, in addition to termination, Motorola will be entitled to all available remedies at law or in equity (including immediate injunctive relief).

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

5. Payment.

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

5.2. License True-Up. Motorola will have the right to conduct an audit of total user licenses credentialed by Customer for any Subscription Software during a Subscription Term, and Customer will cooperate with such audit. If Motorola determines that Customer's usage of the Subscription Software during the applicable Subscription Term exceeded the total number of licenses purchased 3 by Customer, Motorola may invoice Customer for the additional licenses used by Customer, pro-rated for each additional license from the date such license was activated, and Customer will pay such invoice in accordance with the payment terms in the MCA

6. Liability.

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

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

TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS; (8) DISRUPTION

OF OR DAMAGE TO CUSTOMER'S OR THIRD PARTIES' SYSTEMS, EQUIPMENT, OR DATA,

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

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

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

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

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

The Parties hereby enter into this SSA as of [._ __ _,], (the "SSA Date"). 1 Motorola: Motorola Solutions, Inc. Customer: _[ _____ ] By: __________ _ By: __________ _
Name: Name: ------------ ------------ Title: Title: ------------ ------------ Date: Date: ------------ ------------ 1 NTD: Signature blocks can be removed if this SSA is attached to the MCA when the MCA is executed. 4 EVIDENCE LIBRARY END USER

LICENSE AGREEMENT
CAREFULLY READ THE FOLLOWING LICENSE AGREEMENT. BY OPENING THE PACKAGE OR CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON, AND, IF APPLICABLE, RETURN THIS PRODUCT TO THE PLACE OF PURCHASE FOR A FULL REFUND.

LICENSE GRANT
The package contains software ("Software") and related explanatory written materials ("Documentation"). "Software" includes any upgrades, modified versions, updates, additions and copies of the Software. "You" means the person or company who is being licensed to use the Software or Documentation. "We" and "us" means WatchGuard, Inc.

We hereby grant you a perpetual license to use one copy of the Software on any single computer, provided the Software is in use on only one computer at any time. The Software is "in use" on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer-for example, a hard disk, CD-ROM or other storage device.

TITLE
We remain the owner of all right, title and interest in the Software and Documentation.

ARCHIVAL OR BACKUP COPIES
You may either:
• Make one copy of the Software solely for backup or archival purposes; or • Transfer the Software to a single hard disk, provided you keep the original solely for backup or archival purposes.

THINGS YOU MAY NOT DO
The Software and Documentation are protected by United States copyright laws and international treaties. You must treat the Software and Documentation like any other copyrighted material--for example a book. You may not:

Evidence Library EULA
WGD00055 Revision A
SCHEDULE 4
415 E. Exchange Parkway • Allen, TX • 75002
Toll Free (800) 605-6734 • Main (972) 423-9777 • Fax (972) 423-9778 www.WatchGuardVideo.com
1 • Copy the Documentation;
• Copy the Software except to make archival or backup copies as provided above; • Modify or adapt the Software or merge it into another program; • Reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software;
• Place the Software onto a server so that it is accessible via a public network such as the Internet; or
• Sublicense, rent, lease or lend any portion of the Software or Documentation.

TRANSFERS
You may transfer all your rights to use the Software and Documentation to another person or legal entity provided you transfer this Agreement, the Software and Documentation, including all copies, updates and prior versions to such person or entity and that you retain no copies, including copies stored on computer.

LIMITED WARRANTY
We warrant that for a period of ninety days after delivery of this copy of the Software to you:
• The physical media on which this copy of the Software is distributed will be free from defects in materials and workmanship under normal use; and
• The Software will perform in substantial accordance with the Documentation.

To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL

OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL IMPLIED

WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether we know or had reason to know of your particular needs. No employee, agent, dealer or distributor of ours is authorized to modify this limited warranty, nor to make any additional warranties.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

Evidence Library EULA
WGD00055 Revision A
SCHEDULE 4
415 E. Exchange Parkway • Allen, TX • 75002
Toll Free (800) 605-6734 • Main (972) 423-9777 • Fax (972) 423-9778 www.WatchGuardVideo.com
2 LIMITED REMEDY
Our entire liability and your exclusive remedy shall be:
• The replacement of any diskette(s) or other media not meeting our Limited Warranty which is returned to us or to an authorized Dealer or Distributor with a copy of your receipt; or • If we or an authorized Dealer or Distributor are unable to deliver a replacement diskette(s) or other media that is free of defects in materials or workmanship, you may terminate this Agreement by returning the Software and Documentation and your money will be refunded.

IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST

SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF OR THE

INABILITY TO USE THE SOFTWARE (EVEN IF WE OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), OR FOR ANY CLAIM BY ANY OTHER PARTY.

SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

TERM AND TERMINATION
This license agreement takes effect upon your use of the Software and remains effective until terminated. You may terminate it at any time by destroying all copies of the Software and Documentation in your possession. It will also automatically terminate if you fail to comply with any term or condition of this license agreement. You agree on termination of this license to either return to us or destroy all copies of the Software and Documentation in your possession.

CONFIDENTIALITY
The Software contains trade secrets and proprietary know-how that belong to us and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS

ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.

GENERAL PROVISIONS

1. This written license agreement is the exclusive agreement between you and us concerning the Software and Documentation and supersedes any and all prior oral or written agreements, negotiations or other dealings between us concerning the Software.

2. This license agreement may be modified only by a writing signed by you and us.

3. This license agreement is governed by the laws of the State of Arkansas.

Evidence Library EULA
WGD00055 Revision A
SCHEDULE 4
415 E. Exchange Parkway • Allen, TX • 75002
Toll Free (800) 605-6734 • Main (972) 423-9777 • Fax (972) 423-9778 www.WatchGuardVideo.com
3 4. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.

Evidence Library EULA
WGD00055 Revision A
SCHEDULE 4
415 E. Exchange Parkway • Allen, TX • 75002
Toll Free (800) 605-6734 • Main (972) 423-9777 • Fax (972) 423-9778 www.WatchGuardVideo.com
4 EXHIBIT B
Online Terms Acknowledgement
This Online Terms Acknowledgement (this Acknowledgement is entered into between Motorola Solutions, Motorola and the entity set forth in the signature block Customer

1. Online Terms Acknowledgement. The Parties acknowledge and agree that the applicable terms available at https://www.motorolasolutions.com/product-terms
relates to any Products or Services sold or provided to Customer. By signing the signature block below, Customer certifies that it has read and agrees to the provisions set forth and linked on-line in this Acknowledgement. To the extent Customer is unable to access the above referenced online terms for any reason, Customer may request a paper copy from Motorola. The signatory to this Acknowledgement represents and warrants that he or she has the requisite authority to bind Customer to this Acknowledgement and referenced online terms.

2. Entire Agreement. This Acknowledgement supplements any and all applicable and existing agreements, and supersedes any contrary terms as it relates
Acknowledgement and referenced terms constitutes the entire agreement of the Parties regarding the subject matter hereof and as set out in the referenced terms, and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter.

3. Execution and Amendments. This Acknowledgement 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 Acknowledgement may be amended or modified only by a written instrument signed by authorized representatives of both Parties.

4. Upon signature, Customer authorizes Motorola to proceed with all deliverables of this order for an order value of {{!NTPTotal}}

5. Purchase Order Requirements (Customer check one only) {{[]a_es_:signer}}Purchase Order is issued and attached. {{[]b_es_:signer}}No Purchase Order is required. Customer affirms that this ordering document is the only notice to proceed required, no further purchase orders will be issued against this order, and that funding has been encumbered for this order in its entirety.

6. Ship to, bill to and Ultimate Destination addresses are provided on the quote , attached to this letter or included on the Purchase Order.

The Parties hereby enter into this Acknowledgement as of the last signature date below.

Motorola Solutions, Inc. Customer: {{!NTPAccount }}
By: {{Sig_es_:sender:signature }} By: {{Sig_es_:signer:signature }} Name: {{*fullname_es_:sender }} Name: {{*fullname_es_:signer }} Title: {{*Ttl_es_:sender:title }} Title: {{*Ttl_es_:signer:title }} Date: {{ Dte_es_:sender:date }} Date: {{Dte_es_:signer:date }} ")
Inc.(" ") below(" ").
________________ are incorporated in and form part of the Parties' agreement as it Customer's purchase of products and services. This
108934.50
B

MADERA POLICE DEPT, CITY OF

EXHIBIT C
{{Sig_es_:signer:signature }}
______________
_______________________________________
_______________________________________
_______________________________________
___________________________
_Signature Date
Motorola Solutions, Inc.
{{!NTPSalesUser }}
Date {{!NTPDate }}
Re: {{!NTPQuoteNumber}}
Agency: {{!NTPAccount }}
Total Cost: {{!NTPTotal}}
Contract Reference: {{!NTPQuoteName }}
Please be advised that the {{!NTPAccount }} will purchase the goods and/or services offered in your Quote {{!NTPQuoteNumber }} dated {{QuoteDate }}. This constitutes a purchase pursuant to the terms of the specified contract below, including any applicable addenda. Terms are NET 30 unless otherwise agreed upon.

Specified Contract: Master Customer Agreement and attached addenda, signed concurrently herewith.

Agency affirms that a purchase order or notice to proceed is not required for contract performance or for subsequent years of service, and acknowledges that pursuant to {{*Field8_es_:signer }}, the funds for this purchase has been authorized. Customer agrees to appropriate funding in accordance with the contract.

Invoices shall be according to the milestone schedule included in the quote and services agreement, should reference {{!NTPQuoteNumber }} and be sent to:
{{!NTPAccount }}
Attn: {{*Field1_es_:signer }}
{{*Field2_es_:signer }}
{{*Field3_es_:signer }}
The equipment will be shipped to the customer at the following address, and the ultimate destination where the equipment will be delivered to the customer is:
{{!NTPAccount }}
Attn: {{*Field4_es_:signer }}
{{*Field5_es_:signer }}
{{*Field6_es_:signer }}
Sincerely,
Signature:

Name: {{*fullname_es_:signer }}
Title: {{*Ttl_es_:signer:title }}
Email: {{Em_es_:signer:email }}
QUOTE-1900256

MADERA POLICE DEPT, CITY OF
108934.50
48 V300 UPGRADE
'QUOTE-1900256

MADERA POLICE DEPT, CITY OF
QUOTE-1900256

MADERA POLICE DEPT, CITY OF

MADERA POLICE DEPT, CITY OF
Dede Summerville
12/13/2022
9/28/2022 11:03 Al
RESOLUTION NO. 22-______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA

AUTHORIZING AND APPROVING AN AMENDMENT TO THE CITY OF
MADERA FISCAL YEAR 2022/2023 BUDGET TO APPROPRIATE

MEASURE K FUNDS FOR THE PURCHASE OF BODY-WORN CAMERAS

FOR THE POLICE DEPARTMENT
WHEREAS, the City Council has authorized the purchase of new body-worn cameras in the amount of $108,934.50; and
WHEREAS, the amendment to the City of Madera Fiscal Year 2022/2023 Budget, listed in Exhibit A, attached hereto, is necessary to appropriate funds for the expenditure of the cameras.

NOW, THEREFORE, THE COUNCIL OF THE CITY OF MADERA hereby resolves, finds, determines, and orders as follows:

1. The above recitals are true and correct.

2. Funds shall be appropriated in the Fiscal Year 2022/23 operating budget in the amount of $108,934.50 from available Measure K fund balance in the Measure K maintenance and other supplies account to fund the purchase of 48 body-worn cameras in accordance with Exhibit D, attached hereto and incorporated by reference herein.

3. The City Clerk is authorized and directed to forward a copy of the resolution to the Director of Financial Services who is authorized to take such action as necessary to implement the terms of this resolution.

4. This resolution is effective immediately upon adoption. * * * * * * * *

EXHIBIT D

CITY OF MADERA
Budget Appropriation: Res.#22-xx; 12/07/22
2022-2023 Budget Adjustment

ORG OBJECT

FUND CODE CODE DESCRIPTION ORIGINAL BUDGET REVISED BUDGET

MEASURE K
1025 10252000 6532
Maintenance/Other
Supplies 200,500 309,434.50

REPORT TO CITY COUNCIL
Approved by:
_________________________________
Council Meeting of: December 21, 2022
Agenda Number: ___________
Matthew Watson, Chief
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:

Budget amendment to transfer from fund balance and appropriate $200,000 for the purchase of new equipment for the new Type 1 fire engine
RECOMMENDATION:

Adopt a Resolution transferring $200,000 from designated Fire Equipment Replacement Fund balance and appropriating the funds for purchase of new Type 1 fire engine equipment in accordance with City purchasing procedures
SUMMARY:

Following Council approval in November 2021, the City has requisitioned the purchase of a new Rosenbauer Type 1 fire engine. This item is a request to appropriate $200,000 from Fire Department Measure K Equipment Replacement Fund to the operating budget Vehicles and Equipment account for equipment necessary to bring the engine into service. The new engine will replace a 1990 Grumman Engine (E257) and any usable equipment from that engine will be repurposed; the requested action is to appropriate funds for additional equipment needed to outfit the new engine.

DISCUSSION:

On November 3, 2021, Council approved the purchase of a Rosenbauer Type 1 fire engine for $751,550 from Rosenbauer LLC. These funds came from the Measure K fire equipment replacement fund established in 2018, which historically set aside $200,000 per year as part of the fire equipment replacement program. In the current Fiscal Year, the annual set-aside was increased to $490,000 to account for inflation. Table 1 summarizes the cumulative fund balance in the specific Equipment Replacement Fund.

D-5
Table 1: Measure K Fire Equipment Replacement Fund
Fiscal Year Amount Set Aside
2018/19 $200,000
2019/20 $200,000
2020/21 $200,000
2021/22 $200,000
2022/23 $490,000
Total Designated Fund Balance $1,290,000
Council may recall that when the purchase of the new engine was approved November 3, 2021, it was noted that the purchase did not include ancillary equipment. At that time, staff estimated an additional $200,000 would be necessary to outfit the Engine with contemporary firesuppressing tools. Based on staff’s knowledge of current market prices, the $200,000 is believed to still represent the estimated cost. This equipment includes, but is not limited to:
▪ Self-contained breathing apparatus ▪ Nozzles
▪ Extrication equipment (jaws of life) ▪ Appliances
▪ Hoses ▪ Stabilization struts
With disruptions in the supply chain, staff recommends appropriating the funds at this time to enable purchasing the equipment now. There is concern that delivery delays may affect the inservice date for the new engine if the purchases are made at a later date. All purchases will be made in accordance with the City’s purchasing procedures. If the final cost of all equipment purchases exceeds staff’s estimate, a future item will be brought to consider appropriating additional funds.

Table 2 illustrates the Fund Balance for the Fire Equipment Replacement Fund, taking into account the purchase of the new engine as well as the equipment estimated in this report. After both have been purchased, the Fire Equipment Replacement Fund will have approximately $338,000 in fund balance.

Table 2: Fire Equipment Replacement Fund Balance
Item Costs Running Fund Balance
Beginning balance - $1,290,000
New Type 1 Engine $751,000 $538,000
Equipment for Type 1 Engine $200,000 $338,000
FINANCIAL IMPACT:

While the requested action will appropriate funds from fund balance for the purchase of equipment to bring the new engine into service, the appropriation is within the intent of the designated Fire Equipment Replacement Fund and the reason the funds are set-aside each year in anticipation of such expenses.

ATTACHMENTS:

1. Resolution transferring $200,000 from the Measure K Fire Equipment Replacement Fund and appropriating the funds for the purchase of equipment related to the new fire engine RESOLUTION NO. ______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA
TRANSFERRING $200,000 FROM THE MEASURE K FIRE EQUIPMENT REPLACEMENT FUND TO THE MEASURE K FIRE FISCAL YEAR 2022/23 OPERATING BUDGET FOR PURCHASE OF NEW TYPE 1 FIRE ENGINE

EQUIPMENT IN ACCORDANCE WITH CITY PURCHASING PROCEDURES WHEREAS, the City is in the process of purchasing a new fire engine; and WHEREAS, it is necessary to outfit the new engine with applicable equipment to bring the it into service; and
WHEREAS, the City created and annually funds a Fire Equipment Replacement Fund using Measure K revenue for the purchase of new engines and ancillary equipment; and WHEREAS, it is in the best interests of the City to appropriate funds at this time to begin ordering such equipment as is necessary to bring the new engine into service as quickly as possible once received.

NOW THEREFORE, the City Council of the City of Madera hereby resolves, finds, and orders as follows:

1. The above recitals are true and correct.

2. Funds shall be appropriated in the Fiscal Year 2022/23 operating budget in the amount of $200,000, transferred from the Measure K Fire Equipment Replacement Fund balance into the Measure K Fire Vehicles and Equipment account to fund the purchase of equipment necessary to bring the new Rosenbauer Type 1 fire engine into service in accordance with Exhibit 1, attached hereto and incorporated by reference herein.

3. The City Clerk is authorized and directed to forward a copy of the resolution to the Director of Financial Services who is authorized to take such action as necessary to implement the terms of this resolution.

4. This resolution is effective immediately upon adoption. * * * * * *

ORG OBJECT ORG OBJECT

AMOUNT FUND CODE CODE DESCRIPTION CODE CODE DESCRIPTION $200,000 Measure K Fire 1026 1026 3325 Designated Equipment Replacement 10262500 7000 Vehicles and Equipment Notes:

FROM TO
EXHIBIT 1
CITY OF MADERA FISCAL YEAR 2022/23 BUDGET APPROPRIATION

TRANSFER OF FUNDS TO APPROPRIATE FOR FIRE ENGINE EQUIPMENT PURCHASE Purchase of equpment to bring the new Rosenbauer Type 1 fire engine into service 1 REPORT TO CITY COUNCIL
Approved by: Council Meeting of: December 21, 2022
_________________________________ Agenda Number: ___________ Matt Watson, Fire Chief
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:

Update on the Fire Hydrant Maintenance Program
RECOMMENDATION:

This report is submitted for informational purposes only, and there is no action requested from the City Council (Council)
SUMMARY:

Fire hydrants are peppered throughout the community and generally receive nominal attention.

However, if inoperable during an emergency, they can be problematic. The City’s fire hydrant maintenance program has been limited due to drought for several years. As part of the City’s efforts to improve fire suppression capabilities, it is updating its program to ensure proper maintenance. This report outlines staff’s strategy.

DISCUSSION:

There are approximately 1,900 fire hydrants in the City, with more installed as the community grows. In the spirit of continuous improvement, staff recently identified the need to revisit the City’s fire hydrant program. More specifically, it noted that due to the drought, the program was dormant. To revive the program, staff identified areas that need improvement.

For context, the Fire Department historically flowed and maintained hydrants to ensure they were serviced. Maintenance included:
▪ Lubricating the hydrant stem
▪ Measuring the static pressure to determine gallons per minute (GPM) ▪ Painting approximately 900 hydrants annually to enhance appearance, prevent corrosion; and
E-1
▪ Verifying that hydrants were operable with no leaks.

The Engine Companies completed the hydrant program and were responsible for the hydrants within its response area. Again, due to the drought, the program was placed on hold given that water is released to test hydrants and the City was attempting to conserve water. In addition, with Fire Station 58 personnel and a second Battalion Chief, the program is now more manageable.

Moving forward, the revamped program will include the following:
▪ The painting of the tops of the hydrants to reflect the Gallons Per Minute (GPM) by NFPA standards
▪ Placing blue reflectors in the street identifying fire hydrant locations ▪ Gathering Global Positioning System (GPS) coordinates of each hydrant to be placed on a map or program for better accuracy
▪ A web-based program that will be shared by the Water Division and Fire Department to have the most current information on hydrants that need or have been repaired. ▪ The acquisition of modern testing equipment to minimize the risk of personal injury (e.g., hydrant buddy)
▪ Flow hydrants will be conducted during regular business hours when Water Division personnel are on duty. This will help reduce water loss should a hydrant malfunction during testing
One item worth highlighting is the geolocating (i.e., GPS) of hydrants. The benefit of acquiring a GPS location is that it will assist the various teams with enhanced mapping tools. Additionally, this will allow staff to add the GPS coordinates into programs that route personnel into emergency incidents, where it will have the advantage of locating hydrants before arriving at the incident. This will also assist the City in expanding on Senate Bill (SB) 1205 post-occupancy inspections. During SB 1205 inspections, personnel can identify private hydrants or water sources in commercial areas that may not be readily visible from the street. The GPS location will also be added to the SB 1205 inspection program, be used in Pre-Plans, and used in future incident response programs.

FINANCIAL IMPACT:

The financial impact will be approximately $15,000 to acquire three hydrant buddies. The hydrant buddy is a battery-operated fire hydrant valve exerciser that helps reduce workplace injuries. While the City anticipates purchasing three, they will need replacing on an ongoing basis for everyday use. However, there is no additional cost to the City to deploy Engine companies considering that they are included in the City’s annual contract, and additional resources are not required.

Other expenses may include paint, blue reflectors, computer software, fuel, etc., and repairs that may need to be made. Should a fire hydrant need repair, expenses are paid from the Water Enterprise Fund. In addition, as hydrants are exercised, they will release water. The costs for said water is distributed amongst ratepayers; however, the amount of water is nominal.

ALTERNATIVES:

The Council may direct staff to return with additional information or clarification.

ATTACHMENTS:

1. Example of a blue street reflector

2. Example of a hydrant buddy tool
Attachment 1: Example of a blue street reflector signifying the location of a fire hydrant Attachment 2: Example of a hydrant buddy tool