Piedmont City Council
February 3, 2025

City of Piedmont

COUNCIL AGENDA REPORT
DATE: February 3, 2025
TO: Mayor and Council
FROM: Rosanna Bayon Moore, City Administrator
SUBJECT: Consideration of an Agreement with Motorola Solutions Inc. in the Amount of $156,031 for the Purchase of a New AXS Dispatch Console for the Dispatch Supervisor Position and Two MCC7500E’s to Replace Existing MCC7500’s Covered by the East Bay Regional Communications System Authority (EBRCSA) System Upgrade Agreement (SUA)

RECOMMENDATION
Approve the proposed agreement with Motorola Solutions Inc. in the amount of $156,031 for purchase of a new dispatch console, the upgrade of the two existing consoles and engineering and project services to support deployment.

BACKGROUND
On October 4, 2021, City Council prioritized the relocation and renovation of the Public Safety Dispatch Center. Since that time, significant progress has been made on the construction front.

The engineering and design of the complex technical contents of the center have begun. This agreement involves the purchase and upgrade of radio dispatch consoles used by dispatchers to transmit information to firefighters, police officers and public works personnel in the field.

DISCUSSION
The dispatch center functions as the nerve center for the community, fielding calls for service and coordinating Piedmont’s access to public safety services and urgent City services. The East Bay Regional Communications System Authority, EBRCSA, is the conduit between dispatchers receiving calls for assistance from the community and public safety units in the field.

In 2016, the Piedmont Police Department became a member of EBRCSA. EBRCSA provides public safety radio communications to all police and fire agencies in both Alameda and Contra Costa Counties. The infrastructure that creates the backbone of EBRCSA is built with Motorola proprietary equipment. Additionally, Motorola Solutions is the provider of the encryption software licenses compatible with the radio system and required by the California Department of Justice Security Policy. Motorola is the current vendor for all the police, fire, and public works mobile and portable radios in the City of Piedmont. Utilizing Motorola equipment ensures seamless integration with the City’s existing field units, dispatch consoles, and EBRCSA. Maintaining interoperability with other agencies, field units, dispatch centers, and the EBRCSA is paramount.

As the City began the engineering and design of the Public Safety Dispatch Center, the need for an additional console to support the new Dispatch Supervisor was identified. The City’s existing MCC7500 consoles are no longer being sold and are not compatible with the new MCC7500E consoles requiring the City to both update existing consoles and add a new AXS console. The AXS console offers state of the art technology and many software capabilities not available with the older models. The EBRCSA system upgrade agreement (SUA) covers the hardware upgrade of our two existing consoles. The purchase of the new AXS console will be paid for by the City of Piedmont but will be covered under the SUA agreement and supported and maintained by EBRCSA.

Sole Source Procurement
The City’s Procurement Policy 2.154 (c) provides exceptions to the competitive purchasing requirement for sole source purchases. As part of the City’s new Dispatch Center project, the City is upgrading the two existing dispatch consoles and adding an additional console to accommodate the new dispatch supervisor position. Due to the City’s existing radio equipment and membership in the East Bay Regional Communications System Authority, a sole source contract with Motorola Solutions is the recommended course of action.

The initial selection of Motorola Solutions Inc. as the sole provider of radio equipment was made by EBRCSA. The City of Piedmont is a member of EBRCSA. Additionally, the infrastructure that was built up by EBRCSA can only be used with Motorola hardware/software. Other vendors have limited functionality and cannot use the majority of Motorola's proprietary infrastructure and builtin features. Motorola's durability, battery interchangeability, speaker, mics, and county software plugs, meet all the standards for the Motorola designed system that EBRCSA uses. The price of each console includes programming them to customized specifications and radio channels, as well as encryption required by the California Department of Justice Security Policy. Motorola Solutions is the only provider that can supply the encryption licenses for the Motorola system used by the Police Department. Motorola is the current vendor for all of the City of Piedmont’s mobile and portable radios used by the Police, Fire, and Public Works Departments Utilizing Motorola equipment ensures seamless integration with the City’s existing field units, dispatch consoles.

EBRCSA also maintains critical interoperability with other agencies, field units, and dispatch centers, which is invaluable.

FISCAL IMPACT
In October 2021, the City Council approved funds to support and prioritize the relocation and remodel of the dispatch center. Each year the Police Department receives Citizens’ Option for Public Safety (COPS) funds from the State of California for “front line law enforcement.” The Police Department has elected to prioritize the radio dispatch consoles and purchase them with the Department’s COPS Funds.

LEGAL REVIEW
The attached Agreement was reviewed and approved as to form by the City Attorney.

By: Jeremy Bowers, Chief of Police

ATTACHMENTS
A. Motorola Solutions Inc. Agreement
Attachment A Agenda Report Page 2 of 57
The design, technical, and price information furnished with this proposal is proprietary information of Motorola Solutions, Inc. (Motorola). Such information is submitted with the restriction that it is to be used only for the evaluation of the proposal, and is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the proposal, without the express written permission of Motorola Solutions, Inc.

MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2025 Motorola Solutions, Inc. All rights reserved.

Proposal
Piedmont Police Department
AXS Console Add
Firm Proposal
January 23, 2025
Attachment A Agenda Report Page 3 of 57
Motorola Solutions, Inc.
500 W Monroe Street, Ste 4400
Chicago, IL 60661-3781
USA
This submission is subject to the clarifications specified in the pricing section of the budgetary estimate/quote. This document includes Motorola Solutions’ Proprietary data; such information is submitted with the restriction that it is to be used only for evaluation purposes, and is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the budgetary estimate/quote.

AVTEC, MOTO, AVTEC SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of AVTEC Trademark Holdings, LLC and are used under license.

All other trademarks are the property of their respective owners. © 2025 AVTEC Solutions, Inc. All rights reserved.

January 23, 2025,
Lisa Douglas, Support Services Commander
Piedmont Police Department
403 Highland Ave.

Piedmont, CA 94611
Dear Lisa,
Motorola Solutions, Inc. (“Motorola”) is pleased to have the opportunity to partner with the City of Piedmont to help expand your dispatch center. The Motorola project team has taken great care to propose a solution that will meet your needs and provide unsurpassed value.

To best meet the functional and operational specifications for your dispatch center remodel, our solution includes a combination of hardware, software, and services. The proposal contains the following:
• (1) New AXS console for supervisor Position
• (2) MCC7500E’s to replace existing MCC7500’s, as covered under the EBRCSA SUA • Engineering and project services to support Piedmont with the deployment This proposal consists of this cover letter, a Statement of Work and the Communications System and Services Agreement (CSSA), together with its Exhibits. This proposal shall remain valid for a period of 60 days from the date of this cover letter. The City of Piedmont may accept the proposal by delivering Motorola the signed CSSA. Alternatively, we would be pleased to address any concerns you may have regarding the proposal. Any questions can be directed to your Motorola Account Executive, Michael Larson, Sr. Account Executive, at 530-333-7584.

We thank you for the opportunity to furnish Piedmont with this additional AXS console position.

Sincerely,
Motorola Solutions, Inc.

Gordon Poole
Area Sales Manager Motorola Solutions, Inc
Attachment A Agenda Report Page 4 of 57
Piedmont Police Department January 23, 2025
AXS Console Add Firm Proposal
Table of Contents
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

Table of Contents
Section 1
System Description .............................................................................................................. 1-1

1.1 Overview ..............................................................................................................................1-1

1.2 Equipment proposed: .........................................................................................................1-1

1.3 System Block Diagram .......................................................................................................1-2

1.4 AXS Dispatch Console Configuration ...............................................................................1-3

1.4.1 CommandCentral AXS......................................................................................................................... 1-3

1.5 Dispatch Console Solution Components..........................................................................1-4

1.5.1 AXS Console Operator Position........................................................................................................... 1-4

1.5.2 Simplified Updates ............................................................................................................................... 1-5

1.6 AXS CONSOLES..................................................................................................................1-6

1.7 Protecting Consoles and Communications......................................................................1-7

1.7.1 Secure Access to the Console ............................................................................................................. 1-7

1.7.2 Key Management via Over-the-Ethernet Keying (OTEK) .................................................................... 1-7

1.8 MCC 7500E Console Operator Position ............................................................................1-7

1.8.1 MCC 7500E Dispatch Console Customizable Dispatch Interface ....................................................... 1-7

1.8.1.1 Radio Transmission and Reception ................................................................................ 1-8

1.8.1.2 Radio Patch Control ........................................................................................................ 1-9

1.8.1.3 Dispatch Console Components....................................................................................... 1-9

1.9 Design Exclusions ............................................................................................................1-10 Section 2
Statement of Work................................................................................................................ 2-1

2.1 Assumptions........................................................................................................................2-6

2.1.1 Solutions Design Assumptions and Clarifications ................................................................................ 2-6 Section 3
Acceptance Test Plan........................................................................................................... 3-1

3.1 AXS Dispatch.......................................................................................................................3-1

3.1.1 Acoustic Crossmute – Mute Speaker and Headset ............................................................................. 3-1

3.1.2 Instant Recall Recorder (IRR) Operation ............................................................................................. 3-2

3.1.3 Select Audio Speaker Enable............................................................................................................... 3-2

3.1.4 Patch Operation - Conventional ........................................................................................................... 3-2

3.2 Over the Ethernet Keying (OTEK)......................................................................................3-1

3.2.1 Full Update to Console using Over The Ethernet Keying (OTEK)....................................................... 3-1

3.3 Signoff Certificate ...............................................................................................................3-1 Section 4
Service Warranty Plan.......................................................................................................... 4-1

4.1 Commercial Warranty .........................................................................................................4-1 Attachment A Agenda Report Page 5 of 57
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AXS Console Add Firm Proposal
Table of Contents
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

4.2 Support and Maintenance Services...................................................................................4-1 Section 5
Pricing Summary .................................................................................................................. 5-1

5.1 Equipment and Services.....................................................................................................5-1

5.2 Payment Terms....................................................................................................................5-1 Section 6
Contractual Documentation................................................................................................. 6-1 Attachment A Agenda Report Page 6 of 57
Piedmont Police Department January 23, 2025
AXS Console Add Firm Proposal
System Description
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

Section 1
System Description

1.1 Overview
Motorola Solutions has evaluated Piedmont PD's needs and offers to augment their radio system with one expansion CommandCentral AXS console at the new dispatch center. The proposal includes all the necessary hardware, software, accessories and a monitor for this expansion console.

The EBRCS SUA II will upgrade the two (2) existing MCC7500 consoles to MCC7500E consoles. The upgrade builds on Motorola's ASTRO 25 architecture, merging P25 standards with a distributed, IPbased system to give Piedmont PD a robust and scalable communication solution.

With this, Motorola Solutions proposal aims to provide Piedmont PD with a state-of-the-art communication system that enhances operational capabilities, supports collaboration with other public safety entities, and is robust enough to meet both current and future demands.

1.2 Equipment proposed:

AXS Console Position
• One (1) AXS console operation position, which includes:
- One (1) CommandCentral Hub with PC
- One (1) 24” Touch monitor
- Four (4) Speakers
- Two (2) Headset jacks
- One (1) Dual Pedal Footswitch
- One (1) Keyboard
- One (1) Mouse
- One (1) Monaural Headset
- 160 Resource licenses
- Enhanced IRR
- AES Encryption and OTEK capability.

Attachment A Agenda Report Page 7 of 57
Piedmont Police Department January 23, 2025
AXS Console Add Firm Proposal
System Description
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

1.3 System Block Diagram
Below is a high level system block diagram to portray the connectivity of the new equipment.

Figure 1-1: System Block Diagram 2 MCC 7500 E & 1 AXS Console Attachment A Agenda Report Page 8 of 57
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AXS Console Add Firm Proposal
System Description
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

1.4 AXS Dispatch Console Configuration
The proposed solution Piedmont PD one (1) AXS Console position. This system will be based on the CommandCentral Hub platform.

1.4.1 CommandCentral AXS
CommandCentral AXS integrates multiple dispatch center technologies into a single, streamlined view, making operations more efficient in emergencies. Resources are accessible with an intuitive, highly configurable browser-based GUI. Dispatchers will receive an expansive feature set, a mission-critical IP network for transporting information and calls throughout the system, and robust integration capabilities with other dispatch center technologies. This solution reduces operating costs and provides a smaller physical footprint in the command center without compromising on features or reliability.

Figure 1-2: One Screen, All the Resources Users Need
CommandCentral AXS improves the efficiency and operation of dispatchers in the following ways:
• Next Generation Dispatch Experience — Responds to touch, type, or click, and includes extensive customization options, flexible deployment configurations, and simple scalability. • Secure Access — Meets industry standards, using OpenID Connect to authenticate users, so only authorized users can access the console, administration, and service tools. • Secure Operation — Communications from the console are protected with robust encryption. • Easy Update — Simplifies keeping up-to-date with new features, fixes, and security updates via download (with valid subscription). A flexible process can fit updates around work schedules. • Purpose-Built Accessories — Enhances the dispatch experience with accessories designed and tested for industry-leading performance and reliability.

Attachment A Agenda Report Page 9 of 57
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AXS Console Add Firm Proposal
System Description
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

• Cybersecurity — The CommandCentral AXS Dispatch Console is continually tested against the latest US Federal Government cybersecurity guidelines. Test results are analyzed and appropriate mitigation measures are identified and incorporated into the console. • Reliability/Availability — The AXS console continuously monitors software processes and hardware elements and in the event of failure will rapidly restart failed software processes or launch replacement services on the remaining healthy hardware elements.

This combination of seamless communications, modern architecture, and advanced integration capabilities enables the CommandCentral AXS solution to scale and evolve as needs change over time.

1.5 Dispatch Console Solution Components
The proposed components are connected together and to the rest of the ASTRO 25 system on an IP network through console site routers and switches. The console functions as an integrated component of the total radio system and fully participates in system-level features, such as end-to-end encryption and Agency Partitioning.

The console connects directly to the radio system’s IP transport network without gateways or interface boxes. Audio processing, encryption, and switching intelligence for dispatch are performed within each software- based dispatch position without additional centralized electronics.

Since the network is IP-based, the system interfaces and components can be distributed physically throughout the network. Some of the available console components are identified below.

1.5.1 AXS Console Operator Position
The dispatch position supports commercially available accessories, including a USB microphone, USB headset, and USB footswitch, as shown in the figure titled “AXS Dispatch Position.” The following list describes the components included in the proposed configuration.

Figure 1-3: AXS Dispatch Position supports multiple accessories.

CommandCentral Hub
The hub contains a workstation class computer motherboard, a 13 port USB hub and a number of analog inputs and outputs for connecting various devices. A dispatch console is capable of supporting a single CommandCentral Hub.

Attachment A Agenda Report Page 10 of 57
Piedmont Police Department January 23, 2025
AXS Console Add Firm Proposal
System Description
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

Computer Display
Each dispatch position will require use of a Computer Display. This proposal includes one (1) 24 inch Touch based Computer Display for each dispatch position.

Desktop Speakers
Four (4) audio speakers have been included with each dispatch position and can be configured to transmit audio from a specific channel. Each speaker is a self-contained unit, with individual volume controls, and can be placed on a desktop or mounted on a rack or computer display.

Headset Jack
The dispatch position supports up to two headset jacks, both push-to-talk (PTT) and non-PTT- enabled, for simultaneous use by the dispatcher and a supervisor. The headset jack contains two volume controls for the separate adjustment of received radio and telephone audio. Two (2) headset jacks have been included with each dispatch position.

Headset
One (1) Monaural Noise Cancelling headset is included for the AXS console.

Headset Sharing - CommandCentral AXS supports Headset Sharing, which enables a dispatcher to use a common headset for both radio and 911 communications and to quickly access basic 911 call taking functionality from CommandCentral AXS
Gooseneck Microphone
The microphone controls the dispatch position's general transmit and monitor features through two buttons on its base. The microphone can be fastened down or left loose. It can be used alone or in conjunction with a headset. Each Dispatch position includes one gooseneck microphone.

Footswitch
Each dispatch position includes a dual pedal footswitch that controls general transmit and monitor functions.

Enhanced Integrated Instant Recall Recorder (IRR)
The Enhanced IRR is seamlessly integrated with the dispatch position’s software, allowing audio and call data from any radio or telephony resource to be recorded and easily played back. Call data includes PTT IDs, name of resource, start time and date, and stop time and date. Two analog inputs are available for use with recording audio from external devices.

1.5.2 Simplified Updates
CommandCentral AXS gives Piedmont PD’s personnel greater control of the software update process.

Based on policies set by the customer, system administrators can decide when updates will best fit in their workflow to minimize interruptions and ensure software is up-to-date when it is needed most.

Please note that the value proposition of a simplified software upgrade for AXS is still one of the major elements of the AXS dispatch solution.

With Internet connectivity, the latest certified CommandCentral AXS software release and vetted security patches are always available to the customer.

Attachment A Agenda Report Page 11 of 57
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AXS Console Add Firm Proposal
System Description
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

AXS requires AXS Software Support. This is described in the Console Configuration section of this document.

1.6 AXS CONSOLES
Motorola’s proposed consoles are optimized for real over other traffic, and minimizing voice queuing.

Using robust error mitigation to maintain call quality even when the system is heavily loaded, the proposed console reduces communication errors that may force dispatchers or radio users to repeat their transmissions.

CommandCentral AXS features a highly configurable graphical user interface (GUI) that provides quick, single-view access to important information and functionalities. The browser based GUI’s versatile folders, tabs, and scalable resources allow users to organize and configure their dispatch experience and make engagement more familiar and into shift to shift. Folders and tabs can be relocated, exposed, or overlapped as needed, giving dispatchers more control of what information they see and how they interact with those resources. CommandCentral AXS also offers multiple options for or and controlling volume levels.

Figure 1-4: Next Generation Dispatch Experience
CommandCentral AXS features flexible window positioning and capabilities for quick and efficient access to services such as:
• Activity Log – Provides an efficient point of reference for all incoming calls into a dispatch console , showing dispatchers detailed, searchable call information (radio resource name and call time) to enable faster and more informed response. • Paging – Allows users to send user configured pages on radio resources. This flexible paging feature is integrated with CommandCentral AXS for both conventional and trunked radio resources, while an external paging encoder port on the CommandCentral Hub enables thirdparty paging encoders to send pages on the selected radio resources.

Attachment A Agenda Report Page 12 of 57
Piedmont Police Department January 23, 2025
AXS Console Add Firm Proposal
System Description
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

• Patch Capabilities – Enables dispatchers to set up a communication path between two or more resources that are normally unable to communicate with each other, such as trunked resources and conventional resources.
• Alert Tones – Allows dispatchers to send one of fifteen user-configurable alert tones on selected radio resources. Fifteen default .wav files are provided with the dispatch console software, but any combination of these default files may be replaced with user configured.wav files to meet specific needs.
• Channel Marker – Enables dispatchers to send a periodically repeating piece of audio on radio resources to meet the specific needs.

1.7 Protecting Consoles and Communications
The console enables end-to-end encryption from the dispatcher to the ASTRO 25 network, so that Piedmont PD’s communications will not be undermined by unencrypted transmissions. Each dispatcher is able to fully participate in secure communications while being confident that sensitive, vital information is not heard by unauthorized individuals.

1.7.1 Secure Access to the Console
To use the dispatch position, a dispatcher must enter a valid radio system user account name and password. The dispatch position validates that information with the radio system’s network manager and allows the dispatcher to access only the resources for which the user has access rights. This also applies to third-party applications that use the dispatch console's API.

The key material for performing audio encryption and decryption is stored locally on the console. This key material is also associated with a Common Key Reference (CKR), so that the appropriate key can be selected for a given talkgroup or a special call type.

1.7.2 Key Management via Over-the-Ethernet Keying (OTEK) Key management through OTEK provides the ability to manage the keys for a dispatch console or AIS using only a Key Management Facility (KMF). In OTEK, the management and distribution aspects of key management are all performed by the KMF. Distribution of the key management information is done by KMF to the dispatch console and AIS.

1.8 MCC 7500E Console Operator Position

1.8.1 MCC 7500E Dispatch Console Customizable Dispatch Interface The proposed console provides dispatchers with a graphical user interface (GUI) that can be customized by agency or by individual users to optimize user efficiency. Based on dispatcher preference, the proposed GUI can be customized to show details of trunked and conventional RF channels on a per-channel basis.

Busy dispatchers can respond to a missed call by simply clicking on an entry in the Activity Log. The number of calls and call information displayed in the Activity Log is customizable to suit the needs of Attachment A Agenda Report Page 13 of 57
Piedmont Police Department January 23, 2025
AXS Console Add Firm Proposal
System Description
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

the user. The status of Auxiliary I/Os can be easily interpreted from the GUI with the use of familiar graphical icons, such as a door shown open or closed.

1.8.1.1 Radio Transmission and Reception
A typical proposed dispatch position has a headset and two speakers. One speaker is for selected audio and the second speaker is for all remaining unselected audio. Additional speakers can be added to a console allowing dispatchers to configure a specific speaker for a set of designated audio sources.

This simplifies multitasking between multiple audio sources and allows flexibility in the way the audio is presented to the dispatcher.

Receiving Calls from the Field and Other Dispatchers
The proposed console provides dispatchers with greater flexibility for how to hear calls from field radio users and other dispatchers. Each dispatcher can define his or her own audio reception profile by selecting a single audio source, whether conventional or talkgroup, to be heard on a selected speaker or headset (Single Select). The dispatcher can also define groups of radio resources that can all be heard on a selected speaker or headset (Multi- Select).

Initiating Calls to the Field and Other Dispatchers
The dispatcher has several different ways of initiating a call. In most circumstances, a General Transmit is appropriate. With the General Transmit, the dispatcher selects a resource on the console and activates the transmission through a footswitch, headset transmit button, or a microphone transmit button. If the dispatcher needs to quickly transmit on a resource that is not selected, the dispatcher uses the Instant Transmit function.

An Instant Transmit safety switch prevents accidental activation of functions that may cause negative consequences. The safety switch can be used with Aux I/Os and preprogrammed pages, as well as Instant Transmit switches.

Audio Communication to the Field and Other Dispatchers
The dispatcher can transmit audio in different ways. They can make calls to all users listening to a specific conventional radio resource or a specific trunking talkgroup. When multiple resources are required, the dispatcher can select additional talkgroups and/or conventional channels, as needed using the Multi-Select feature.

The proposed console also enables dispatchers to make private calls to individual field radio users or dispatchers. Once a private call is established, it can be patched in with another resource at the dispatcher’s discretion.

Controlling Console Audio
The proposed console offers dispatchers several different ways of controlling or muting the audio on their consoles, such as the following:
• Audio volume can be changed for any specific resource. • All non-selected resources on the console can be muted for 30 seconds (All Mute) or unmuted, if already muted.
• A dispatcher can transmit on a resource while receiving audio from the same resource or other resources.

Attachment A Agenda Report Page 14 of 57
Piedmont Police Department January 23, 2025
AXS Console Add Firm Proposal
System Description
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

• A dispatch position can be configured to automatically mute the other dispatch audio on a shared resource to prevent acoustic feedback when a co-located dispatch position transmits. • RF Cross Mute automatically mutes the receive audio from a specified channel when the dispatcher transmits on another specified channel to prevent acoustic feedback.

Controlling Network Audio
Dispatchers can control audio on the ASTRO 25 network. The dispatcher can enable or disable radio users to compartmentalize traffic, reduce interruptions, and maintain communications between dispatch and the field. When this function is enabled or disabled, all dispatch consoles with this resource assigned are updated with the current status of the feature. This feature can be controlled from any dispatch position.

1.8.1.2 Radio Patch Control
The dispatcher can patch communication between trunked and/or conventional radios that are normally unable to communicate with each other due to different features, programming, or even different frequency bands. A patch group is a group of linked resources that can both receive messages from a console and transmit to all other members of the patch group.

Setting up a Standard Patch
Patches are supported between trunked resources and/or conventional resources. After the patch is created, the dispatch position transmits all audio on one resource to all other resources in the patch group. In a patch between trunked resources, patched radio users with displays see the ID or alias of the other patched radio(s), as opposed to that of the console. This minimizes confusion and the need for the dispatcher to intervene in the call. Patches are automatically reestablished, if interrupted, so the dispatcher can concentrate on continuing operations.

Predefined Patches
Patches can be predefined and automatically reinitiated each time a dispatch position computer is restarted (Patch Auto-Start).

1.8.1.3 Dispatch Console Components
The dispatch position supports commercially available accessories, including a USB microphone, USB headset, and USB speakers, as shown in the figure titled “MCC 7500E Dispatch Position.” Figure 1-5: MCC 7500E Dispatch Position
Attachment A Agenda Report Page 15 of 57
Piedmont Police Department January 23, 2025
AXS Console Add Firm Proposal
System Description
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

The SUA upgrade does not include new accessories and monitors and have not been proposed for the two (2) MCC 7500 E positions as a part of this proposal. It is the customer’s responsibility to provide accessories and monitors for the two (2) upgraded MCC 7500 E positions.

1.9 Design Exclusions
• Logging recorder has not been included
• Furniture for the dispatch operators.
• Backhaul or Network links.
• Subscriber radios.
• RF Distribution and Antenna systems.
• Accessories and Monitors for MCC 7500E.
• Coax and Cables.

Attachment A Agenda Report Page 16 of 57
Piedmont Police Department January 23, 2025
AXS Console Add Firm Proposal
Statement of Work
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

Section 2
Statement of Work
Motorola is proposing to Piedmont PD the configuration of the AXS Console Position. Piedmont PD will be installing the hardware for the AXS console. The MCC7500 upgrade to the MCC7500E is offered as an equipment only sale and no services are included for these two positions.

Tasks Motorola
Solutions
Piedmont Police
Department

PROJECT INITIATION
Contract Finalization and Team Creation
Execute contract and distribute contract documents. X X Assign a Project Manager as a single point of contact. X X Assign resources. X X
Schedule project kickoff meeting. X X
Deliverable: Signed contract, defined project team, and scheduled project kickoff meeting.

Project Administration
Ensure that project team members attend all meetings relevant to their role on the project.

X X
Set up the project in the Motorola Solutions information system.

X
Record and distribute project status meeting minutes. X Maintain responsibility for third-party services contracted by Motorola Solutions.

X
Complete assigned project tasks according to the project schedule.

X X
Submit project milestone completion documents. X
Upon completion of tasks, approve project milestone
completion documents.

X
Conduct all project work Monday thru Friday, 7:30 a.m. to 5:00 p.m.).

X
Deliverable: Completed and approved project milestones throughout the project.

Project Kickoff
Introduce team, review roles, and decision authority. X X Attachment A Agenda Report Page 17 of 57
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AXS Console Add Firm Proposal
Statement of Work
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

Tasks Motorola
Solutions
Piedmont Police
Department
Present project scope and objectives. X
Review SOW responsibilities and project schedule. X X
Schedule Design Review. X X
Deliverable: Completed project kickoff and scheduled Design Review.

Design Review
Review the Piedmont PD’s operational requirements. X X
Present installation plan. X
Present preliminary cutover plan and methods to document final cutover process.

X
Review safety, security, and site access procedures. X
Provide heat load and power requirements for new equipment. X Provide information on existing system interfaces. X
Assume liability and responsibility for providing all information necessary for complete installation.

X
Assume responsibility for issues outside of Motorola Solutions’ control.

X
Review and update design documents, including System
Description, Statement of Work, Project Schedule, and
Acceptance Test Plan, based on Design Review agreements.

X
Execute Change Order in accordance with all material changes to the Contract resulting from the Design Review.

X
Deliverable: Finalized design documentation based upon “frozen” design, along with any relevant Change Order documentation.

SITE PREPARATION AND DEVELOPMENT
Site Access
Provide site owners/managers with written notice to provide entry to sites identified in the project design documentation.

X
Obtain site licensing and permitting, including site
lease/ownership, zoning, permits, regulatory approvals, easements, power, and telco connections.

X
Deliverable: Access, permitting, and licensing necessary to configure the AXS Console Position at Piedmont PD Dispatch Center.

Site Planning
Attachment A Agenda Report Page 18 of 57
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AXS Console Add Firm Proposal
Statement of Work
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

Tasks Motorola
Solutions
Piedmont Police
Department
Provide necessary building for the installation of system equipment.

X
Provide the R56 requirements for space, power, grounding, HVAC, and connectivity requirements at each site.

X
Provide adequate electrical power in proper phase and voltage at sites.

X
Confirm that there is adequate utility service to support the new equipment and ancillary equipment.

X
Ensure that each site meets the R56 standards for space, grounding, power, HVAC, and connectivity requirements.

X
Pay for application fees, taxes, and recurring payments for lease/ownership of property.

X
Ensure that required rack space is available for installation of the new equipment.

Deliverable: Information and permitting requirements completed.

General Facility Improvements
Provide adequate HVAC, grounding, lighting, cable routing, and surge protection based upon Motorola Solutions’
Standards and Guidelines for Communication Sites (R56)
X
Ensure the resolution of environmental and hazardous material issues at each site including, but not limited to, asbestos, structural integrity (tower, rooftop, water tank, etc.), and other building risks.

X
Ensure that electrical service will accommodate installation of system equipment, including isolation transformers, circuit breakers, surge protectors, and cabling.

X
Provide obstruction-free area for the cable run between the demarcation point and system equipment.

X
Supply interior building cable trays, raceways, conduits, and wire supports.

X
Transport removed site equipment to a location designated by Piedmont PD and within their jurisdiction. Any equipment moves or removals to make room for the proposed equipment is the customer’s responsibility.

X
Deliverable: Sites meet physical requirements for equipment installation.

SYSTEM INSTALLATION
Equipment Order and Manufacturing
Create equipment order and reconcile to contract. X
Attachment A Agenda Report Page 19 of 57
Piedmont Police Department January 23, 2025
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Statement of Work
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Tasks Motorola
Solutions
Piedmont Police
Department
Manufacture Motorola Solutions-provided equipment
necessary for system based on equipment order.

X
Procure non-Motorola Solutions equipment necessary for the system.

X
Deliverable: Equipment procured and ready for shipment.

Equipment Shipment and Storage
Provide secure location for solution equipment. X
Pack and ship solution equipment to Delta Shop. X
Receive solution equipment. X
Inventory solution equipment. X
Deliverable: Solution equipment received and ready for installation General Installation
Deliver solution equipment to installation location. X
Install all proposed fixed equipment as outlined in the System Description based upon the agreed-upon floor plans,
connecting audio, control, and radio transmission cables to connect equipment to the power panels or receptacles, and audio/control line connection points. Installation performed in accordance with R56 standards and state/local codes.

X
Provide system interconnections that are not specifically outlined in the system design, including dedicated phone circuits, microwave links, or other types of connectivity.

X
Run Ethernet cables from the switch to the new AXS console position.

X
Ensure that Type 1 and Type 2 AC suppression is installed to protect installed equipment.

X
Connect installed equipment to the customer provided ground system within 15 feet.

X
Label Motorola provided equipment, racks, and cables. X Perform preliminary audit of installed equipment to ensure compliance with requirements and R56 standards.

X
Note any required changes to the installation for inclusion in the “as-built” system documentation.

X
Remove, transport, and dispose of old equipment. X
Attachment A Agenda Report Page 20 of 57
Piedmont Police Department January 23, 2025
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Motorola Solutions Confidential Restricted

Tasks Motorola
Solutions
Piedmont Police
Department
Deliverable: Equipment installed.

Console Installation and Configuration
Identify circuits for connection to AXS console add-on position and a demarcation point located within 25 feet of the console interface.

X
Connect console to circuit demarcation points. X
Install PC workstation w/ keyboard and mouse, and monitor. X Reuse/modify existing console templates for the AXS Console add-on.

X
Provide existing console templates for programming the AXS Console Add-on.

X
Perform console programming and configuration. X
Provide all services for the upgrade of the two MCC7500 Console positions to MCC7500Es.

X
Deliverable: Console equipment installation completed.

PROJECT TRANSITION
Cutover
Finalize Cutover Plan. X X
Conduct cutover meeting with relevant personnel to address both how to mitigate technical and communication problem impacts to the users during cutover and during the general operation of the system.

X
Notify the personnel affected by the cutover of the date and time planned for cutover.

X
Provide ongoing communication with users regarding the
project and schedule.

X X
Cut over users and ensure that user radios are operating on system.

X
Resolve punchlist items, documented during the Acceptance Testing phase, in order to meet all the criteria for final system acceptance.

X
Assist Motorola Solutions with resolution of identified punchlist items by providing support, such as access to the sites, equipment and system, and approval of the resolved punchlist items.

X
Deliverable: Migration to new system completed, and punchlist items resolved.

Attachment A Agenda Report Page 21 of 57
Piedmont Police Department January 23, 2025
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Statement of Work
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Motorola Solutions Confidential Restricted

Tasks Motorola
Solutions
Piedmont Police
Department
Transition to Warranty
Review the items necessary for transitioning the project to warranty support and service.

X
Motorola Solutions to provide services during year 1 warranty which align with the proposed services.

X
Deliverable: Service information delivered and approved by Piedmont PD.

Finalize Documentation and System Acceptance
Provide manufacturer’s installation material, part list and other related material to Customer upon project completion.

X
Provide an electronic as-built system manual on CD or other Customer preferred electronic media. The documentation will include the following:
• Site Block Diagrams.
• ATP Test Checklists
• Equipment Inventory List.
• Console Programming Template (where applicable).

Drawings will be delivered in Adobe PDF format.

X
Receive and approve documentation. X
Execute Final Project Acceptance. X X
Deliverable: All required documents are provided and approved. Final Project Acceptance.

2.1 Assumptions
Motorola Solutions has identified the following assumptions and responsibilities during the development of the system’s technical and service design for this budgetary estimate. These are based upon our understanding of Piedmont PD’s system requirements and the services to be provided.

Motorola Solutions has documented these assumptions and responsibilities to avoid ambiguities, and ensure that we share a common understanding of all conditions and responsibilities. As part of the process leading to a final system design and implementation plan, we welcome Piedmont PD’s comments and suggested changes to the identified assumptions and responsibilities.

2.1.1 Solutions Design Assumptions and Clarifications
Motorola Solutions has made the following design and implementation assumptions in the development of this proposal estimate:

Attachment A Agenda Report Page 22 of 57
Piedmont Police Department January 23, 2025
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Statement of Work
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

• Unless specifically stated otherwise herein, this proposal estimate does not address modifications, upgrades, or repairs to any existing equipment; site civil work; tower construction; or other building installations or renovations that may be required to prepare the sites for equipment installation.
• Installation, cabling and network connectivity of the equipment / consoles is a customer responsibility.
• RF Distribution Systems are not included in this proposal. • AUX I/O, CCGWs, consolettes/ control stations are not in the scope of this project. • All existing sites or equipment locations will have sufficient space available for the system described as required/specified by R56.
• All existing sites or equipment locations will have adequate electrical power (and backup power, if necessary) in the proper phase and voltage and site grounding to support the requirements of the system described.
• Our demarcation is the Motorola Solutions proposed hardware itself. • Any site/location upgrades or modifications are the responsibility of the Piedmont PD. • All required approved local, State or Federal, FCC/FAA, and any other permits as may be required for the installation and operation of the proposed equipment are the responsibility of Piedmont PD.
• Any required system interconnections not specifically outlined here will be provided by Piedmont PD. These may include dedicated phone circuits, microwave links, Ethernet links or other types of connectivity.
• Any necessary demarcation points are defined as the Motorola Solutions-provided equipment. • This includes demarcation for the following services:
- 120VAC/ -48DC Power & Circuits
- Backup Power
- Grounding
- Communication Circuits and backhaul links between sites. • 5-pack MCC7500E console licenses for the EBRCS Core are included in this proposal. • Consolettes and MCD5000 desksets are not included in this proposal. • Archiving Interface Server (AIS) and any type of logging recorder are not included in this proposal. Piedmont PD will continue to use their existing Logging Recorder. • Any logging recorder, fire station alerting, 911, CAD or any third party upgrades reconfigurations will be the responsibility of the Piedmont PD.
• Any third party interfaces including paging, fire station alerting, logging recorder, CAD, 911 and telephony (if applicable) will be addressed outside of the scope of this proposal. • Piedmont PD will provide furniture in the new dispatch center to accommodate the 2 • MCC7500E consoles and 1 AXS Console.
• The existing 2 MCC7500 consoles will be upgraded to MCC7500E consoles by Piedmont PD.

To prevent any audio delays, it is recommended to not collocate the MCC7500 and MCC7500E consoles in the same room.

Attachment A Agenda Report Page 23 of 57
Piedmont Police Department January 23, 2025
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Motorola Solutions Confidential Restricted

• The total distance between the consoles and the Motorola provided dispatch LAN switches at the new location is within 300ft.
• The AXS console and the MCC 7500E console do not have co-location issue. • The two (2) existing LAN switches at the existing backroom are HP2930 LAN switches. • Ensure the installation work for the consoles by Piedmont PD meets the R56 standards and guidelines.
• This equipment will not be staged at the Motorola staging facility. • Performance bond is not required.
• Union Labor is not required.
• Prevailing wage is not required.
• Work is performed on non-holidays during normal business hours, Monday – Friday, 7:30am -5:00pm
Attachment A Agenda Report Page 24 of 57
Piedmont Police Department January 23, 2025
AXS Console Add Firm Proposal
Piedmont Police Department January 23, 2025
AXS Console Add Use or disclosure of this Use or disclosure of this proposal is subject to the restrictions on the cover page.proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted Acceptance Test Plan 3-1 Section 3
Acceptance Test Plan

3.1 AXS Dispatch

3.1.1 Acoustic Crossmute – Mute
Speaker and Headset

1. DESCRIPTION
Acoustic crossmuting means that selected operator
positions will not hear outbound transmissions from
operator positions with which they are cross-muted.

This feature is used when operator positions are
located in the same dispatch site.

This test case verifies operation when the Acoustic
Cross Mute RF Cross Mute Scope parameter is set
to “Speaker and Headset” under PCA of AXS
Cluster. When configured as such Acoustic
Crossmute causes the muting of both the speakers
and headset.

The consoles under test can be AXS Console.

SETUP
RADIO-1 - TALKGROUP 1
CONSOLE-1 - TALKGROUP 1
CONSOLE-2 - TALKGROUP 1
CONSOLE-3 - TALKGROUP 1
CONSOLE-4 - TALKGROUP 1
VERSION #1.010

2. TEST
Step 1. Verify Acoustic Crossmute is not configured
for CONSOLE-1 and CONSOLE-2.

Step 2. Select TALKGROUP 1 resource on
CONSOLE-1 and CONSOLE-2
Step 3. Without Acoustic Crossmute configured,
with the select speakers of CONSOLE-1 and
CONSOLE-2 turned to maximum volume,
initiate a call on TALKGROUP 1 using
CONSOLE-1.

Step 4. Confirm feedback is heard on the operator
positions and RADIO-1 hears feedback on
TALKGROUP 1.

Step 5. Turn the volume to minimum on CONSOLE1 and CONSOLE-2.

Step 6. Verify Acoustic Crossmute is configured for
CONSOLE-3 and CONSOLE-4 and that the
Acoustic Cross Mute RF Cross Mute Scope
parameter is set to “Speakers and Headset”
for CONSOLE-4 in a PCA for AXS Cluster.

Step 7. Select TALKGROUP 1 resource on
CONSOLE-3 and CONSOLE-4.

Step 8. With Acoustic Crossmute configured, with
the select speakers of CONSOLE-3 and
CONSOLE-4 turned to maximum volume,
initiate a call on TALKGROUP 1 using
CONSOLE-3.

Step 9. Verify no feedback is heard at CONSOLE-3
and CONSOLE-4 and that RADIO-1 hears
any feedback on TALKGROUP 1.

Step 10. Plug a headset into CONSOLE-4 and verify
that TALKGROUP 1 audio is not heard in
the headset.

Pass____ Fail____
Attachment A Agenda Report Page 25 of 57
Piedmont Police Department January 23, 2025
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Piedmont Police Department January 23, 2025
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Motorola Solutions Confidential Restricted Acceptance Test Plan 3-2 AXS Dispatch

3.1.2 Instant Recall Recorder
(IRR) Operation

1. DESCRIPTION
The Instant Recall Recorder (IRR) allows for audio
from a radio call to be played back at the CC HUB
Console position. Playback recorded audio is
accessible via the Activity Log tab. Audio is kept for
24 hours and then it is flushed out. Audio is recorded
on all resources affiliated with the dispatch position.

SETUP
RADIO-1 - TALKGROUP 1
RADIO-2 - TALKGROUP 1
CONSOLE-1 - TALKGROUP 1
Note: In order to see outbound calls and parallel
Consoles calls you need to configure Activity log
settings via Admin mode.

VERSION #1.010

2. TEST
Step 1. Make sure Activity Log tab is available for
selected configuration.

Step 2. Initiate radio communication between
RADIO-1 and RADIO-2.

Step 3. Verify a new entry appears in the Activity
Log.

Step 4. Select the new entry from the Activity Log
list.

Step 5. Press play and verify conversation replay.

Pass____ Fail____
Attachment A Agenda Report Page 26 of 57
Piedmont Police Department January 23, 2025
AXS Console Add Firm Proposal
Piedmont Police Department January 23, 2025
AXS Console Add Use or disclosure of this Use or disclosure of this proposal is subject to the restrictions on the cover page.proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted Acceptance Test Plan 3-2 AXS Dispatch

3.1.3 Select Audio Speaker
Enable

1. DESCRIPTION
This feature causes the select audio that is heard in
a console’s headset to also be played out the
console’s select speaker. This feature is used so
other people (supervisors, administrators, trainers,
etc) can listen to the radio audio the dispatcher is
hearing in their headset earpieces via the “select
speaker” on the dispatch position.

The console under test can be either the AXS
console.

SETUP
RADIO-1 - TALKGROUP 1
CONSOLE-1 - TALKGROUP 1
VERSION #1.010

2. TEST
Step 1. Verify CONSOLE-1 audio routing is
configured for Headset only for
TALKGROUP 1.

Step 2. Select TALKGROUP 1 resource on
CONSOLE-1.

Step 3. Plug a Headset into CONSOLE-1.

Step 4. Initiate a call on TALKGROUP 1 using
RADIO-1.

Step 5. Verify that RADIO-1 audio is heard in
CONSOLE-1’s headset but not in its Select
speaker. End the call on TALKGROUP 1
using RADIO-1.

Step 6. From the resource options set audio routing
configuration to Headset and Speakers for
TALKGROUP 1.

Step 7. Initiate a call on TALKGROUP 1 using
RADIO-1.

Step 8. Verify that RADIO-1 audio is heard in
CONSOLE-1’s headset and in its Select
speaker.

Pass____ Fail____
Attachment A Agenda Report Page 27 of 57
Piedmont Police Department January 23, 2025
AXS Console Add Firm Proposal
Piedmont Police Department January 23, 2025
AXS Console Add Use or disclosure of this Use or disclosure of this proposal is subject to the restrictions on the cover page.proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted Acceptance Test Plan 3-2 AXS Dispatch

3.1.4 Patch Operation -
Conventional

1. DESCRIPTION
The Patch feature allows more than one Radio
Resource to be grouped simultaneously. This can
be used for temporarily merging two or more
channels/frequencies together to act as one larger
group. Telephones and radio resources can be
patched together. In a patch group, the members
can receive messages from the console and they
can transmit to all other members of the patch
group.

SETUP
RADIO-1 - CONVENTIONAL CHANNEL 1
RADIO-2 - CONVENTIONAL CHANNEL 2
CONSOLE-1 - CONVENTIONAL CHANNEL 1 and
CONVENTIONAL CHANNEL 2
VERSION #1.010

2. TEST
Step 1. To add resources to patch enter the settings
button on patch (3 dots) and choose the
option Edit. Edited patch expands and
search field appears together with a list of
available resources. On affiliated resources
appears a plus sign.

Step 2. Press plus sign on CONVENTIONAL
CHANNEL 1 and CONVENTIONAL
CHANNEL 2. CONVENTIONAL CHANNEL
1 and CONVENTIONAL CHANNEL 2 are
added to patch and shown on a patch list.

Plus sign of resources in patch turns into
minus sign.

Step 3. End patch edit mode by pressing the Done
button. Plus/minus sign disappears from the
resources. Patch transmit button appears.

Step 4. Press and hold the "Patch Transmit" icon to
initiate the patch transmission.

Step 5. Verify that the RADIO-1 and RADIO-2
monitor the console outbound audio.

Step 6. Verify that RADIO-1 can communicate with
RADIO-2 even though they are on separate
channels.

Step 7. To knock down the patch, enter the settings
button on patch (3 dots ) and choose option
clear patch list. All resources are removed
from the patch.

Pass____ Fail____
Attachment A Agenda Report Page 28 of 57
Piedmont Police Department January 23, 2025
AXS Console Add Firm Proposal
Piedmont Police Department January 23, 2025
AXS Console Add Use or disclosure of this Use or disclosure of this proposal is subject to the restrictions on the cover page.proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted Acceptance Test Plan 3-1

3.2 Over the Ethernet Keying (OTEK)

3.2.1 Full Update to Console
using Over The Ethernet
Keying (OTEK)

1. DESCRIPTION
The entire set of encryption keys (in addition to other state parameters) are sent to a console using the
Full Unit Update command.

Note: If the console has just been powered up, make
sure to let it stabilize and to login via the console
user interface to make sure the console registers
with the KMF. Verify KMF registration by observing
the KMF event viewer to see that the test console
has registered.

SETUP
CONSOLE-1 - TALKGROUP 3 (Reference console)
CONSOLE-3 - TALKGROUP 3 (test console that
will be used for OTEK operation)
It is assumed that CONSOLE-3 initially does not
have any traffic keys but does have a UKEK.

Note: It is assumed that this test will occur after all OTEK configurations are completed.

Note: This can be done with a VPM based console
or a secure card based console.

VERSION #1.020

2. TEST
Step 1. Initiate a secure call on TALKGROUP 3 from
CONSOLE-1 to CONSOLE-3
Step 2. Verify that no audio is received on
CONSOLE-3 because the console does not
have a key or has the incorrect key.

Step 3. Go to the Console Management page of the
KMF
Step 4. Select CONSOLE-3 from the list
Step 5. Initiate a Full Update operation.

Step 6. Go to the Operation Status page of KMF,
verify that CONSOLE-3’s Clear Hello
operation is shown. The operation is
complete when the Operation Status is
“Completed.”
Step 7. The console will now have the current keys.

Go to the Console Management page of the
KMF and verify that CONSOLE-3’s currency
state is marked as “Current.”
Step 8. Now that CONSOLE-3 is current, verify
secure communications between
CONSOLE-1 and CONSOLE-3.

Pass____ Fail____
Attachment A Agenda Report Page 29 of 57
Piedmont Police Department January 23, 2025
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Acceptance Test Plan
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Motorola Solutions Confidential Restricted

3.3 Signoff Certificate
By their signatures below, the following witnesses certify they have observed the system Acceptance Test Procedures.

Signatures
WITNESS:

Please Print Name: ________________________________________ Initials:

Please Print Title: ________________________________________ WITNESS:

Please Print Name: ________________________________________ Initials:

Please Print Title: ________________________________________ WITNESS:

Please Print Name: ________________________________________ Initials:

Please Print Title: ________________________________________ ___________________________________Date: _______
___________________________________Date: _______
___________________________________Date: _______
________
________
________
Attachment A Agenda Report Page 30 of 57
Piedmont Police Department January 23, 2025
AXS Console Add Firm Proposal
Service Warranty Plan
Use or disclosure of this proposal is subject to the restrictions on the cover page.

Motorola Solutions Confidential Restricted

Section 4
Service Warranty Plan

4.1 Commercial Warranty
To correct possible defects in materials and workmanship, a standard one-year manufacturer’s limited commercial warranty is included with the purchase of Motorola Solutions equipment. This warranty covers equipment supplied by Motorola Solutions, and does not cover any Piedmont PD-furnished equipment. Warranty services include equipment repair during normal business hours, Monday through Friday, excluding holidays observed by Motorola Solutions.

Today’s IP-based, software-driven communications systems provide our customers with robust features and advanced applications, which can lead to increased productivity and operational efficiency. The integration of third party software applications and commercial-off-the-shelf (COTS) equipment provide benefits and flexibility, yet they also affect how these systems are managed and sustained. Multiple technologies and vendors must now be addressed in a sustainment plan. Cybersecurity, security, and technology obsolescence strategies must be taken into account.

Motorola Solutions has invested heavily in developing the resources, tools, policies, and programs necessary to fully support and sustain these highly complex systems. Our plans have been designed to address the unique challenges involved in sustaining new IP-based, multi-vendor technologies.

Motorola Solutions has a proven track record of providing customers with comprehensive and effective sustainment plans. Each service offering is managed by a Motorola Solutions Customer Service Manager (CSM), who provides an experienced interface between our customers and the organizations providing service.

This estimate includes Enhanced Warranty Services to be delivered concurrently with the standard one year warranty. Under the Enhanced Warranty Services, the hours for Motorola Solutions’ Technical Support and On-site Infrastructure Response are extended from regular business hours to 24 hours per day, 365 days per year. Contractually committed response times are also included for On-site Infrastructure Response. Motorola Solutions can work with Piedmont PD to develop a sustainment plan that provides a more comprehensive level of on-going system maintenance support.

4.2 Support and Maintenance Services
The Motorola Solutions extended support services during the warranty year supports more efficient management of your network, detects and resolves potential issues before they affect users, and keeps system performance at optimal levels. The proposed offering consists of the following specific services:
• Technical Support – Motorola Solutions will provide Piedmont PD with access to telephone consultation and troubleshooting capabilities to diagnose and resolve infrastructure performance and operational issues.

Attachment A Agenda Report Page 31 of 57
Piedmont Police Department January 23, 2025
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Service Warranty Plan
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Motorola Solutions Confidential Restricted

• Infrastructure Repair - To restore Piedmont PD’s Console system components if they malfunction, Motorola Solutions will repair Motorola Solutions-provided infrastructure equipment.

This includes select third-party infrastructure equipment supplied by Motorola Solutions.

Motorola Solutions will ship and return repaired equipment, and will coordinate the repair of third-party solution components.
• RSUS – Commercial security software updates are often designed without consideration for specialized systems like radio communications networks. These updates may inadvertently disrupt ASTRO 25 network operations and functionality.
• To minimize cyber risks and software conflicts, Motorola Solutions provides the Remote Security Update Service (RSUS). With this service, Motorola Solutions deploys antivirus and operating system security updates on an ASTRO 25 network in a dedicated information assurance lab to test and validate them for use with ASTRO 25 networks. - Motorola Solutions tests whether applying these security updates degrades network service.

If an update degrades performance, Motorola Solutions searches for a solution or workaround to address the issue before releasing that update. - With RSUS, Motorola Solutions will remotely install tested updates on Piedmont PD’s AXS Console Position. If there are any recommended configuration changes, warnings, or workarounds, Motorola Solutions will provide detailed documentation on a secured extranet website.
• MSI Managed Detection and Response – Identifying and mitigating cyber threats requires a reliable solution that supplies the right data to cybersecurity experts. With MDR, Motorola Solutions will provide access to our ActiveEyeSM Security Platform, along with 24x7 support from specialized security technologists, who will monitor your mission critical network against threat and intrusion.

The following ASTRO® 25 Managed Detection and Response features and services are included in our proposal:
• ActiveEyeSM Managed Detection and Response Elements.
- ActiveEye Security Management Platform
• Service Modules
- Log Collection / Analytics
• Security Operations Center Monitoring and Support
Attachment A Agenda Report Page 32 of 57
Piedmont Police Department January 23, 2025
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Pricing Summary
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Motorola Solutions Confidential Restricted

Section 5
Pricing Summary
Motorola is pleased to provide the following equipment and services to the City of Piedmont PD.

5.1 Equipment and Services
Description Price ($)
Equipment $73,003.00
Equipment Discount ($11,150.00)
Equipment Total After Discount $61,853.00
Implementation Services Including Warranty and Freight $98,748.00 Implementation Services Discount ($10,910.00)
Implementation Services Total after Discount $87,838.00 Estimated Tax on Equipment (10.25%) $6,339.93
Total System (exclusive of any applicable taxes) $156,030.92

5.2 Payment Terms
Customer will make payments to Motorola within thirty (30) days after the date of each invoice.

Customer will make payments when due in the form of a wire transfer, check, or cashier’s check from a U.S. financial institution. Motorola reserves the right to make partial shipments of equipment and invoice for partial shipment. Overdue invoices will bear simple interest at the maximum allowable rate.

Motorola Solutions will use the following major milestones of the project for financial billing:

1. 50% of the Contract Price due upon Contract Execution (due upon effective date); and

2. 50% of the Contract Price due upon Final Acceptance.

Motorola reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola reserves the right to invoice for installations or civil work completed on a site-by-site basis, when applicable.

Attachment A Agenda Report Page 33 of 57
Piedmont Police Department January 23, 2025
AXS Console Add Firm Proposal
Contractual Documentation
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Motorola Solutions Confidential Restricted

Section 6
Contractual Documentation
Contractual Documentation is included on the pages that follow.

Attachment A Agenda Report Page 34 of 57
Communications System and Services Agreement
Motorola Solutions, Inc. (“Motorola”) and (“Customer”)
enter into this “Agreement,” pursuant to which Customer will purchase and Motorola will sell the System and Services, as described below. Motorola and Customer may be referred to individually as a “Party” and collectively as the “Parties.” For good and valuable consideration, the Parties agree as follows:

Section 1 ATTACHMENTS

1.1. EXHIBITS. The Exhibits listed below are exhibits related to the System sale and implementation. These Exhibits are incorporated into and made a part of this Agreement.

Exhibit A “Motorola Software License Agreement”
Exhibit B “System Acceptance Certificate”

1.2. ADDENDUM (ADDENDA). Customer may elect to purchase professional or subscription services in addition to the System and related services. Any such services will be governed by the terms in the main body of the Agreement and an applicable Addendum containing terms specific to such service. Such Addenda will be labeled with the name of the service being purchased.

1.3 O R D E R OF PRECEDENCE. In interpreting this Agreement and resolving any ambiguities: 1) the main body of this Agreement takes precedence over the exhibits (unless otherwise specified in an exhibit), and any inconsistency between Exhibits A through B will be resolved in their listed order, and 2) The applicable service Addendum will take precedence over the main body of the Agreement and the Exhibits.

Section 2 DEFINITIONS
Capitalized terms used in this Agreement have the following meanings:
“Acceptance Tests” means those tests described in the Acceptance Test Plan. “Addendum (Addenda)” is the title of the document(s) containing a specific set of terms and conditions applicable to a particular service or other offering beyond the Communication System and System implementation services. The terms in the Addendum are applicable only to the specific service or offering described therein.
“Administrative User Credentials” means an account that has total access over the operating system, files, end user accounts and passwords at either the System level or box level. Customer’s personnel with access to the Administrative User Credentials may be referred to as the Administrative User. “Beneficial Use” means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing).
“Confidential Information” means all information consistent with the fulfillment of this Agreement that is (i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis of any hardware, software or any component part thereof provided by discloser to recipient. The nature and existence of this Agreement are considered Confidential Information. Confidential Information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by the discloser by submitting a written document to the 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. “Contract Price” means the price for the System and implementation Services, excluding applicable sales or similar taxes and freight charges. Further, unless otherwise stated in the pricing pages of the proposal, recurring fees for maintenance, SUA, or subscription services are not included in the Contract Price.

Attachment A Agenda Report Page 35 of 57
“Deliverables” means all written information (such as reports, specifications, designs, plans, drawings, analytics, Solution Data, or other technical or business information) that Motorola prepares for Customer in the performance of the Services and is obligated to provide to Customer under this Agreement. The Deliverables, if any, are more fully described in the Statement of Work. “Derivative Proprietary Materials” means derivatives of the Proprietary Materials that Motorola may from time to time, including during the course of providing the Services, develop and/or use and/or to which Motorola provides Customer access.
“Effective Date” means that date upon which the last Party executes this Agreement. “Equipment” means the hardware components of the Solution that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List. “Feedback” means comments or information, in oral or written form, given to Motorola by Customer in connection with or relating to Equipment or Services, during the term of this Agreement. “Force Majeure” means an event, circumstance, or act that is beyond a Party’s reasonable control, such as an act of God, an act of the public enemy, an act of a government entity, strikes, other labor disturbances, supplier performance, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, riots, or any other similar cause.
“Motorola Software” means software that Motorola or its affiliated companies owns. “Non-Motorola Software” means software that a party other than Motorola or its affiliated companies owns.
“Open Source Software” (also called “freeware” or “shareware”) means software with either freely obtainable source code, license for modification, or permission for free distribution. “Proprietary Materials” means certain software tools and/or other technical materials, including, but not limited to, data, modules, components, designs, utilities, subsets, objects, program listings, models, methodologies, programs, systems, analysis frameworks, leading practices and specifications which Motorola has developed prior to, or independently from, the provision of the Services and/or which Motorola licenses from third parties.
“Proprietary Rights” means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party.
“Services” means system implementation, maintenance, support, subscription, or other professional services provided under this Agreement, which may be further described in the applicable Addendum and/or SOW.
“Software” (i) means proprietary software in object code format, and adaptations, translations, decompilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement.
“Software License Agreement” means the Motorola Software License Agreement (Exhibit A). “Software Support Policy” (“SwSP”) means the policy set forth at Attachment A Agenda Report Page 36 of 57
https://www.motorolasolutions.com/content/dam/msi/secure/services/software_policy.pdf describing the specific technical support that will be provided to Customers under the Warranty Period and during any paid maintenance support period for Motorola Software. This policy may be modified from time to time at Motorola’s discretion.
“Solution” means the combination of the System(s) and Services provided by Motorola under this Agreement.
“Solution Data” means Customer data that is transformed, altered, processed, aggregated, correlated or operated on by Motorola, its vendors or other data sources and data that has been manipulated or retrieved using Motorola know-how to produce value-added content to data consumers, including customers or citizens which is made available to Customer with the Solution and Services. “Specifications” means the functionality and performance requirements that are described in the Technical and Implementation Documents.
“SUA” or “SUA II” means Motorola’s Software Upgrade Agreement program. “Subsystem” means a major part of the System that performs specific functions or operations.

Subsystems are described in the Technical and Implementation Documents. “System” means the Equipment, including incidental hardware and materials, Software, and design, installation and implementation services that are combined together into an integrated system; the System(s) is (are) described in the Technical and Implementation Documents. “System Acceptance” means the Acceptance Tests have been successfully completed. “System Data” means data created by, in connection with or in relation to Equipment or the performance of Services under this Agreement.
“Warranty Period” for System Hardware, Software, or services related to system implementation means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Unless otherwise stated in the applicable Addendum, Warranty Period for other Services means ninety (90) days from performance of the Service.

Section 3 SCOPE OF AGREEMENT AND TERM

3.1. SCOPE OF WORK. Motorola will provide, install and test the System(s), and perform its other contractual responsibilities to provide the Solution, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement.

3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement.

If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price or applicable subscription fees, Performance Schedule, or both, and will reflect the adjustment in a change order or Addendum.

Neither Party is obligated to perform requested changes unless both Parties execute a written change order.

3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the date of Final Project Acceptance or expiration of the Warranty Period, or completion of the Services, whichever occurs last. The term and the effective date of recurring Services will be set forth in the applicable Addendum.

3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the expiration date of the Agreement, Customer may order additional Equipment or Software, if it is then available. Each purchase order must refer to this Agreement, the expiration date of the Agreement, and must specify the pricing and delivery terms. The Parties agree that, notwithstanding expiration of the Agreement, the applicable Attachment A Agenda Report Page 37 of 57
provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Additional or contrary terms in the purchase order will be inapplicable, unless signed by both parties. Title and risk of loss to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within thirty (30) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through the Motorola Solutions Customer Portal eCommerce Shop, and this Agreement will be the “Underlying Agreement” for those eCommerce transactions rather than the eCommerce Shop Terms and Conditions of Sale. eCommerce Shop registration and other information may be found at https://www.motorolasolutions.com/en_us/registration and the shop support telephone number is (800) 814-0601.

3.5. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement.

3.6. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor’s rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may include Open Source Software.

3.7. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order.

3.8. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a “Priced Options” exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions.

Section 4 SERVICES

4.1. If Customer desires and Motorola agrees to continue Services beyond the Term, Customer’s issuance and Motorola’s acceptance of a purchase order for Services will serve as an automatic extension of the Agreement for purposes of the continuing Services. Only the terms and conditions applicable to the performance of Services will apply to the extended Agreement.

4.2. During the Warranty Period, in addition to warranty services, Motorola will provide maintenance Services for the Equipment and support for the Motorola Software pursuant to the applicable maintenance and support Statements of Work. Support for the Motorola Software will be in accordance with Motorola's established Software Support Policy. Copies of the SwSP can be found at https://www.motorolasolutions.com/content/dam/msi/secure/services/software_policy.pdf and will be sent by mail, email or fax to Customer upon written request. Maintenance Services and support during the Warranty Period are included in the Contract Price. Unless already included in the Contract Price, if Customer wishes to purchase 1) additional maintenance or software support services during the Warranty Attachment A Agenda Report Page 38 of 57
Period; or 2) continue or expand maintenance, software support, installation, and/or SUA services after the Warranty Period, Motorola will provide the description of and pricing for such services in a separate proposal document. Unless otherwise agreed by the parties in writing, the terms and conditions in this Agreement applicable to maintenance, support, installation, and/or SUA Services, will be included in the Maintenance and Support Addendum, SUA Addendum, the applicable Statements of Work, and the proposal, (if applicable). These collective terms will govern the provision of such Services.

To obtain any such additional Services, Customer will issue a purchase order referring to this Agreement and the separate proposal document. Omission of reference to this Agreement in Customer’s purchase order will not affect the applicability of this Agreement. Motorola’s proposal may include a cover page entitled “Service Agreement” or “Installation Agreement”, as applicable, and other attachments. These cover pages and other attachments are incorporated into this Agreement by this reference

4.3. PROFESSIONAL AND SUBSCRIPTION SERVICES. If Customer purchases professional or subscription Services as part of the Solution, additional or different terms specific to such Service will be included in the applicable Addendum and will apply to those Services. Customer may purchase additional professional or subscription services by issuing a purchase order referencing this Agreement and Motorola’s proposal for such additional services.

4.4. Any information in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer in providing Services under this Agreement or Motorola data viewed, accessed, will remain Motorola’s property, will be deemed proprietary, Confidential Information. This Confidential Information will be promptly returned at Motorola's request.

4.5. TOOLS. All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of providing Services under this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer’s custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will 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. Upon termination of the contract for any reason, Customer shall return to Motorola all equipment delivered to Customer.

4.6. COVENANT NOT TO EMPLOY. During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering Services under this Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law.

4.7. CUSTOMER OBLIGATIONS. If the applicable Statement of Work or Addendum contains assumptions that affect the Services or Deliverables, Customer will verify that they are accurate and complete. Any information that Customer provides to Motorola concerning the Services or Deliverables will be 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 perform the Services and its other duties under this Agreement. Unless the Statement of Work states the contrary, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions and Customer-provided information, decisions and approvals described in this paragraph.

4.8. ASSUMPTIONS. If any assumptions or conditions contained in this Agreement, applicable Addenda or Statements of Work prove to be incorrect or if Customer’s obligations are not performed, Motorola’s ability to perform under this Agreement may be impacted and changes to the Contract Price, subscription fees, project schedule, Deliverables, or other changes may be necessary.

4.9. NON-PRECLUSION. If, as a result of the Services performed under this Agreement, Motorola Attachment A Agenda Report Page 39 of 57
recommends that Customer purchase products or other 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 or other laws, regulations, or policies.

4.10. PROPRIETARY MATERIALS. Customer acknowledges that Motorola may use and/or provide Customer with access to Proprietary Materials and Derivative Proprietary Materials. The Proprietary Materials and the Derivative Proprietary Materials are the sole and exclusive property of Motorola and Motorola retains all right, title and interest in and to the Proprietary Materials and Derivative Proprietary Materials.

4.11. ADDITIONAL SERVICES. Any services performed by Motorola outside the scope of this Agreement at the direction of Customer will be considered to be additional Services which are subject to additional charges. Any agreement to perform additional Services will be reflected in a written and executed change order, Addendum or amendment to this Agreement.

Section 5 PERFORMANCE SCHEDULE
The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance.

Section 6 CONTRACT PRICE, PAYMENT AND INVOICING

6.1. Customer affirms that a purchase order or notice to proceed is not required for contract performance or for subsequent years of service, if any, and that sufficient funds have been appropriated in accordance with applicable law. The Customer will pay all invoices as received from Motorola and any changes in scope will be subject to the change order process as described in this Agreement. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for payment in accordance with this Agreement.

6.2. CONTRACT PRICE. The Contract Price in U.S. dollars is $156,030.92. Motorola has priced the Services, Software, and Equipment as an integrated System. A change in Software or Equipment quantities, or Services, may affect the overall Contract Price, including discounts if applicable. Fees for professional, SUA, and/or subscription services which are not included in the Contract Price may be listed in the pricing pages of the proposal, or the applicable Addendum.

6.3. INVOICING AND PAYMENT. Invoices will be mailed or emailed to Customer pursuant to Section

6.5, Invoicing and Shipping Addresses. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier’s check from a U.S. financial institution.

Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola is 36-1115800.

6.4. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the invoices. Title and risk of loss to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices.

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

Name:

Address:

Phone:

E-INVOICE. To receive invoices via email:

Customer Account Number:

Attachment A Agenda Report Page 40 of 57
Customer Accounts Payable Email:

Customer CC(optional) Email:

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

Address:

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

Name:

Address:

Phone:

Customer may change this information by giving written notice to Motorola.

Section 7 SITES AND SITE CONDITIONS

7.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and mounting locations; and access to the worksites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist Customer in the local building permit process.

7.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate:
physical space; air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any apparent deficiencies or non-conformities with the requirements of this Section. 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.

7.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order.

Section 8 TRAINING
Any training to be provided by Motorola to Customer will be described in the applicable Statement of Work.

Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover these additional costs.

Section 9 SYSTEM ACCEPTANCE

9.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan.

9.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Attachment A Agenda Report Page 41 of 57
Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule.

9.3. BENEFICIAL USE. Customer acknowledges that Motorola’s ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola’s prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System.

9.4. FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate.

Section 10 REPRESENTATIONS AND WARRANTIES

10.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola’s control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration outside the Specifications.

10.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes beyond Motorola’s control, this warranty expires eighteen (18) months after the shipment of the Equipment.

10.3. SOFTWARE WARRANTY. Except as described in the SwSP and unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Software in accordance with the warranty terms set forth in the Software License Agreement and the provisions of this Section that are applicable to the Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes beyond Motorola’s control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. Nothing in this Warranty provision is intended to conflict or modify the Software Support Policy. In the event of an ambiguity or conflict between the Software Warranty and Software Support Policy, the Software Support Policy governs.

10.4. EXCLUSIONS TO EQUIPMENT AND SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer’s failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and Attachment A Agenda Report Page 42 of 57
(vii) normal or customary wear and tear.

10.5. SERVICE WARRANTY. During the Warranty Period, Motorola warrants that the Services will be provided in a good and workmanlike manner and will conform in all material respects to the applicable Statement of Work. Services will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. Customer acknowledges that the Deliverables may contain recommendations, suggestions or advice from Motorola to Customer (collectively, “recommendations”). Motorola makes no warranties concerning those recommendations, and Customer alone accepts responsibility for choosing whether and how to implement the recommendations and the results to be realized from implementing them.

10.6. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid Equipment or Software warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. These actions will be the full extent of Motorola’s liability for the warranty claim. In the event of a valid Services warranty claim, Customer’s sole remedy is to require Motorola to re-perform the nonconforming Service or to refund, on a pro-rata basis, the fees paid for the non-conforming Service. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola’s then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola.

10.7. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System or Services for commercial, industrial, or governmental use only, and are not assignable or transferable.

10.8. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE

WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL

OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED

WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

Section 11 DELAYS

11.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule or applicable Addenda for a time period that is reasonable under the circumstances.

11.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan.

Section 12 DISPUTES
The Parties will use the following procedure to address any dispute arising under this Agreement (a “Dispute”).

Attachment A Agenda Report Page 43 of 57

12.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State in which the System is installed.

12.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute (“Notice of Dispute”). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) 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 and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation.

12.3. MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party (“Notice of Mediation”). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that 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.

12.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement.

12.5. CONFIDENTIALITY. All communications pursuant to subsections 12.2 and 12.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party.

Section 13 DEFAULT AND TERMINATION

13.1. DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer’s cure plan.

13.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section

13.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting Party will promptly return to the nondefaulting Party any of its Confidential Information. If Customer is the non-defaulting Party, terminates this Agreement as permitted by this Section, and completes the System through a third Party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price.

Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges. In the event Customer elects to terminate this Agreement for any reason other than default, Customer shall pay Motorola for the conforming Equipment and/or Software delivered and all services performed.

Section 14 INDEMNIFICATION
Attachment A Agenda Report Page 44 of 57

14.1. GENERAL INDEMNITY BY Motorola. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, or cause of action arising from any third party claim or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notice of any thirdparty claim or suit. Customer will cooperate with Motorola in its defense or settlement of such claim or suit.

This Section sets forth the full extent of Motorola’s general indemnification of Customer from liabilities that are in any way related to Motorola’s performance under this Agreement.

14.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, or cause of action arising from any third party claim or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives Customer prompt, written notice of any third-party claim or suit. Motorola will cooperate with Customer in its defense or settlement of such claim or suit. This Section sets forth the full extent of Customer’s general indemnification of Motorola from liabilities that are in any way related to Customer’s performance under this Agreement.

14.3. PATENT AND COPYRIGHT INFRINGEMENT.

14.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software (“Motorola Product”) directly infringes a United States patent or copyright (“Infringement Claim”). Motorola’s duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola’s obligation to defend, and subject to the same conditions, 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.

14.3.2 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 Motorola Product; (b) replace or modify the Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards.

14.3.3 Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer’s designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola’s liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer’s revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product.

14.3.4. This Section 14 provides Customer’s sole and exclusive remedies and Motorola’s entire liability in the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 14 are subject to and limited by the restrictions set forth in Section 15.

Attachment A Agenda Report Page 45 of 57
Section 15 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or implementation and other one-time Services with respect to which losses or damages are claimed. With respect to all subscription or other ongoing Services and unless as otherwise provided under the applicable Addenda, Motorola’s total liability will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Services preceding the incident giving rise to the claim. ALTHOUGH THE PARTIES

ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT

MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS, INCONVENIENCE, LOSS OF USE, LOSS TIME, DATA, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL,

INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING

FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account.

Section 16 CONFIDENTIALITY AND PROPRIETARY RIGHTS

16.1. CONFIDENTIAL INFORMATION.

16.1.1. Each party is a disclosing party (“Discloser”) and a receiving party (“Recipient”) under this Agreement. All Deliverables will be deemed to be Motorola’s Confidential Information. During the term of this Agreement and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential Information to only those employees (including, but not limited to, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must be directly involved with the Confidential Information for the purpose and who are bound by confidentiality terms substantially similar to those in this Agreement; (iii) not copy, reproduce, reverse engineer, decompile, or disassemble any Confidential Information; (iv) 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; (v) 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 (vi) only use the Confidential Information as needed to fulfill this Agreement.

16.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can demonstrate by documentation (i) is now available or becomes available to the public without breach of this agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to such disclosure; or (v) is independently developed by Recipient without the use of any of Discloser’s Confidential Information or any breach of this Agreement.

16.1.3. All Confidential Information remains the property of the Discloser and will not be copied or reproduced without the express written permission of the Discloser, except for copies that are absolutely necessary in order to fulfill this Agreement. Within ten (10) days of receipt of Discloser’s written request, Recipient will return 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 one (1) archival copy of the Confidential Information that it may use only in case of a dispute concerning this Agreement. No license, express or implied, in the Confidential Information is granted other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. The Discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement.

Attachment A Agenda Report Page 46 of 57

16.2. PRESERVATION OF MOTOROLA’S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola’s Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner.

16.3 VOLUNTARY DISCLOSURE. Except as required to fulfill its obligations under this Agreement, Motorola will have no obligation to provide Customer with access to its Confidential Information and/or proprietary information. Under no circumstances will Motorola be required to provide any data related to cost and pricing.

16.4 DATA AND FEEDBACK.

16.4.1 To the extent permitted by law, Customer owns all right, title and interest in System Data created solely by it or its agents (hereafter, “Customer Data”), and grants to Motorola the right to use, host, cache, store, reproduce, copy, modify, combine, analyze, create derivatives from, communicate, transmit, publish, display, and distribute such Customer Data.

16.4.2 Motorola owns all right, title and interest in data resulting from System Data that is or has been transformed, altered, processed, aggregated, correlated or operated on (hereafter, “Derivative Data”).

16.4.3 Any Feedback given by Customer is and will be entirely voluntary and, even if designated as confidential, will not create any confidentiality obligation for Motorola. Motorola will be free to use, reproduce, license or otherwise distribute and exploit the Feedback without any obligation to Customer.

Customer acknowledges that Motorola’s receipt of the Feedback does not imply or create recognition by Motorola of either the novelty or originality of any idea. The parties further agree that all fixes, modifications and improvements made to Motorola products or services conceived of or made by Motorola that are based, either in whole or in part, on the Feedback are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements to the Motorola product or service will vest solely in Motorola.

Section 17 GENERAL

17.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within thirty (30) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth.

17.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In Attachment A Agenda Report Page 47 of 57
addition, in the event Motorola separates one or more of its businesses (each a “Separated Business”), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a “Separation Event”), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.

17.3. WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power.

17.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect.

17.5. 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.

17.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party.

17.7. 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 Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt.

17.8. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System.

Customer will obtain and comply with all Federal Communications Commission (“FCC”) licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters.

17.9 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an evolving technological area and therefore, laws and regulations regarding Services and use of Solution may change. Changes to existing Services or the Solution required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services.

17.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate Attachment A Agenda Report Page 48 of 57
any bylaw, charter, regulation, law or any other governing authority of the Party.

17.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. If applicable to the type of System purchased by Customer, Motorola will provide Customer with Administrative User Credentials. Customer agrees to only grant access to the Administrative User Credentials to those personnel with the training and experience to correctly use them. Customer is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer may be asked to provide valid Administrative User Credentials when in contact with Motorola System support personnel. Customer understands that changes made as the Administrative User can significantly impact the performance of the System. Customer agrees that it will be solely responsible for any negative impact on the System or its users by any such changes. System issues occurring as a result of changes made using the Administrative User Credentials may impact Motorola’s ability to perform Services or other obligations under the Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will be entitled to bill Customer and Customer will pay Motorola on a time and materials basis for resolving the issue.

17.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.5 (Motorola Software); Section 3.6 (Non-Motorola Software); if any payment obligations exist, Sections 6.2 and 6.3 (Contract Price and Invoicing and Payment); Subsection

10.8 (Disclaimer of Implied Warranties); Section 12 (Disputes); Section 15 (Limitation of Liability); and Section 16 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 17.

17.13. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement 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 shall 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, including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall 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 or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document.

18. INSURANCE. Motorola agrees that the following levels of insurance coverage shall be provided during the term of this contract. Prior to the Upon execution of the contract, Motorola shall provide proof of insurance required. Motorola shall have the Commercial General Liability, Workers Compensation, and Automobile liability insurance policies to provide Customer thirty (30) days prior written notice of cancellation. Customer, its Council Members, directors, officers, agents and employees shall be included as additional insureds on the Commercial General Liability and Automobile Liability insurance policies and will provide the additional insured endorsements.

A. Professional Liability Insurance. $2,000,000 per claim and annual aggregate B. Worker’s Compensation Insurance including Employers Liability with limits of $1,000,000 per accident, disease each employee, and disease policy limit
Attachment A Agenda Report Page 49 of 57
C. Automobile Insurance $2,000,000 each accident
D. Commercial General Liability Insurance. $2,000,000 per occurrence and aggregate The Parties hereby enter into this Agreement as of the Effective Date.

Motorola Solutions, Inc. Customer
By: By:

Name: Name:

Title: Title:

Date: Date:

Attachment A Agenda Report Page 50 of 57
Exhibit A

MOTOROLA SOFTWARE LICENSE AGREEMENT
This Exhibit A Motorola Software License Agreement ("Agreement") is between Motorola Solutions, Inc., (“Motorola"), and (“Licensee”).

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

Section 1 DEFINITIONS

1.1 “Designated Products” means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use.

1.2 “Documentation” means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided).

1.3 “Open Source Software” means software with either freely obtainable source code, license for modification, or permission for free distribution.

1.4 “Open Source Software License” means the terms or conditions under which the Open Source Software is licensed.

1.5 “Primary Agreement” means the agreement to which this exhibit is attached.

1.6 “Security Vulnerability” means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged.

1.7 “Software” (i) means proprietary software in object code format, and adaptations, translations, decompilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement.

Section 2 SCOPE
Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary software or products containing embedded or pre-loaded proprietary software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee’s use of the proprietary software and affiliated documentation.

Section 3 GRANT OF LICENSE

3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and nonexclusive license under Motorola’s copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code.

3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, Attachment A Agenda Report Page 51 of 57
the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee’s use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; and (ii) identify the Open Source Software (or specify where that license may be found).

3.3 TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED

WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES

EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT

SUPERSEDES THE SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT.

Section 4 LIMITATIONS ON USE

4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement.

4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software.

4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device.

Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued.

4.4 Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party (“Auditor”) may inspect Licensee’s premises, books and records, upon reasonable prior notice to Licensee, during Licensee’s normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement.

Attachment A Agenda Report Page 52 of 57
Section 5 OWNERSHIP AND TITLE
Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola’s processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights.

Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY

6.1. Unless otherwise stated in the Primary Agreement, the commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee’s use of the Software or the Designated Products will be uninterrupted, errorfree, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee’s particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. Notwithstanding, any warranty provided by a copyright owner in its standard license terms will flow through to Licensee for third party software provided by Motorola.

6.2 Motorola’s sole obligation to Licensee and Licensee’s exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola’s option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee’s paid license fee.

6.3. Warranty claims are described in the Primary Agreement.

6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non-infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation.

Section 7 TRANSFERS
Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola’s consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than CPS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Attachment A Agenda Report Page 53 of 57
Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement.

Section 8 TERM AND TERMINATION

8.1 Licensee’s right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola.

8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee.

8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government).

Section 9 Commercial Computer Software

9.1 This Section 9 only applies to U.S. Government end users. The Software, Documentation and updates are commercial items as that term is defined at 48 C.F.R. Part 2.101, consisting of “commercial computer software” and “computer software documentation” as such terms are defined in 48 C.F.R. Part 252.227- 7014(a)(1) and 48 C.F.R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48 C.F.R. Part 227.7202, as applicable. Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227-7015, 48 C.F.R.

Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, the Software, Documentation and Updates are distributed and licensed to U.S. Government end users: (i) only as commercial items, and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions contained herein.

9.2 If Licensee is licensing Software for end use by the United States Government or a United States Government agency, Licensee may transfer such Software license, but only if: (i) Licensee transfers all copies of such Software and Documentation to such United States Government entity or interim transferee, and (ii) Licensee has first obtained from the transferee (if applicable) and ultimate end user an enforceable end user license agreement containing restrictions substantially identical to the ones contained in this Agreement. Except as stated in the foregoing, Licensee and any transferee(s) authorized by this subsection

9.2 may not otherwise use or transfer or make available any Motorola software to any third party nor permit any party to do so.

Section 10 CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain Motorola’s valuable proprietary and Confidential Information and are Motorola’s trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply.

Section 11 LIMITATION OF LIABILITY
The Limitation of Liability provision is described in the Primary Agreement.

Section 12 NOTICES
Attachment A Agenda Report Page 54 of 57
Notices are described in the Primary Agreement.

Section 13 GENERAL

13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software.

13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement.

13.3 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an evolving technological area and therefore, laws and regulations regarding Services and use of Solution may change. Changes to existing Services or the Solution required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services.

13.4. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee.

13.5. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA.

13.6. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement.

13.7. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement.

13.8. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter.

13.9. SECURITY. Motorola uses reasonable means in the design and writing of its own Software and Attachment A Agenda Report Page 55 of 57
the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement.

Attachment A Agenda Report Page 56 of 57
Exhibit B
System Acceptance Certificate
Customer Name:

Project Name:

This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that:

1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed.

2. The System is accepted.

Customer Representative: Motorola Representative:

Signature: Signature:

Print Name: Print Name:

Title: Title:

Date: Date:

FINAL PROJECT ACCEPTANCE:

Motorola has provided and Customer has received all deliverables, and Motorola has performed all other work required for Final Project Acceptance.

Customer Representative: Motorola Representative:

Signature: Signature:

Print Name: Print Name:

Title: Title:

Date: Date:

Attachment A Agenda Report Page 57 of 57