February 7, 2023
Police Department
DATE: February 7, 2023
TO: Mayor Martinez and Members of the City Council
FROM: Bisa French, Chief of Police
Subject: Purchase of Encrypted Police Radios for Richmond Police Department
FINANCIAL IMPACT: The one-time purchase of encrypted police radios will not exceed $2,064,146.06 and will be made available by
transferring cost savings due to vacancies from
Richmond Police Department’s salaries and wages.
(Account Strings: 01197121-400002, 01191021-400003,
01191021-400004, 01194021-4000040 to account string
01191021-400701).
PREVIOUS COUNCIL
ACTION:
N/A
STATEMENT OF THE
ISSUE:
Richmond Police Department needs to comply with the
California Department of Justice (CA DOJ) directive,
mandating that all public law enforcement agencies
encrypt their radio telecommunications by June 2023.
RECOMMENDED ACTION: APPROVE the purchase of 175 portable police radios and 150 mobile police radios from Motorola Solutions, to comply with the California Department of Justice
directive, for an amount not to exceed $2,064,146.06 –
Police Department (Chief Bisa French 510-621-1802).
DISCUSSION:
AGENDA
REPORT
February 7, 2023
There is a constant increase in the number of websites, mobile apps, and a range of messaging apps that solely exist to keep the user anonymous. At the same time, sensitive information is communicated over police radios that gets broadcasted, recorded, or transcribed over various platforms in real-time. The California Department of Justice (CA DOJ) issued a directive in October 2020 mandating all public law enforcement agencies encrypt their radio telecommunications by December 31, 2022.
That deadline was later extended to June 2023. The CA DOJ directive was issued to keep private information secure and eliminate individual’s private information being broadcasted to the general public.
Originally, the encryption was to be added to the current radio equipment and was included and approved in the fiscal year (FY) 2021-2022 budget; however, during research to install the encryption, Motorola announced that our current communications equipment would no longer be supported at the end of the year (also known as technology’s “end of life”). This would eliminate the ability to make any software changes to the unit resulting in the need to purchase new radios. With the deadline quickly approaching, and Motorola’s two-to-six-month lead time, the urgency to purchase is dire. The purchase would be to replace 150 mobile auto units as well as 175 portable units worn by the officers.
Although we are transferring funds from our vacant wage and salary account strings, it will be a one-time cost, and the equipment is expected to last 10 or more years. Our current communication equipment is more than 10 years old.
The initial selection of Motorola Solutions Inc. to be sole provider of radio equipment was made by the East Bay Regional Communications Systems Authority (EBRCSA), of which, the City of Richmond is a member, to ensure continued interoperability across participating agencies. The price of each radio includes programing to our specifications and radio channels, as well as encryption. Motorola Solutions is the only provider that can supply the encryption for the Motorola system used by the police department and many of the radio add-on features will make Richmond Police Department’s radios compatible with not only neighboring cities, but neighboring counties as well – Solano County being the latest to comply.
City staff is recommending the urgent approval of the purchase so that the County’s Department of Information Technology can prepare to install the required county software, and so that the City of Richmond’s Public Works maintenance team can schedule to install the mobile units in the police vehicles when they arrive.
DOCUMENTS ATTACHED:
Attachment 1 – Motorola Quotation
Attachment 2 – Sole Source
1942
1943
1944
1945
1946
Motorola Customer Agreement 1
Motorola Solutions Customer Agreement
This Motorola Solutions Customer Agreement (the “MCA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and Contra Costa County, a political subdivision of the State of California (the "County" or "Customer"). Motorola and Customer will each be referred to herein as a “Party” and collectively as the “Parties”. This Agreement (as defined below) is effective as of the date of the last signature (the “Effective Date”).
WHEREAS, County is a participating agency of the East Bay Regional Communications System Authority (“EBRCSA”) System;
WHEREAS, County desires, to the extent permitted by applicable law and regulations, other state or local governmental agencies who use the EBRCSA System for some or all of their communications needs to permit the purchase of Products and Services under provisions and prices substantially the same as specified in this MCA; and WHEREAS, Motorola desires to sell communications products and services to County and other state or local governmental agencies who use the EBRCSA System; THEREFORE, County hereby engages the services of Motorola, and in consideration of the mutual promises herein contained, the Parties agree as follows:
1. Agreement.
1.1. Scope; Agreement Documents. This MCA governs Customer’s purchase of Products (as defined below) and Services (as defined below) from Motorola. Additional terms and conditions applicable to specific Products and Services are set forth in one or more addenda attached to this MCA (each an “Addendum”, and collectively the “Addenda”). In addition, the Parties may agree upon solution descriptions, equipment lists, statements of work, schedules, technical specifications, and other ordering documents setting forth the Products and Services to be purchased by Customer and provided by Motorola and additional rights and obligations of the Parties (the “Ordering Documents”). To the extent required by applicable procurement law, a proposal submitted by Motorola in response to a competitive procurement process will be included within the meaning of the term Ordering Documents. This MCA, the Addenda, and any Ordering Documents collectively form the Parties’ “Agreement”.
1.2. Eligible Purchasers. The MCA shall also govern purchases of Products (as defined below) and Services (as defined below) from Motorola, to the extent permitted by applicable law and regulations, to other state or local governmental agencies, as well as third party service providers, that use the EBRCSA System ("Eligible Purchasers"). Each Eligible Purchaser may execute an individual contract with Motorola or issue a purchase order referencing this MCA for receiving and accepting the subject Products and Services, and for directly paying Motorola. An Eligible Purchaser placing an order using this MCA has the same rights and responsibilities as Customer under this MCA with respect to its purchase, but Customer assumes no responsibility or liability for any such contracts entered into by other governmental agencies pursuant to this provision.
Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1951
Motorola Customer Agreement 2
1.3. Order of Precedence. Each Addendum will control with respect to conflicting terms in the MCA, but only as applicable to the Products and Services described in such Addendum. Each Ordering Document will control with respect to conflicting terms in the MCA or any Addenda, but only as applicable to the Products and Services described on such Ordering Document.
2. Products and Services.
2.1. Products. Motorola will (a) sell hardware provided by Motorola (“Equipment”), (b) license software which is either preinstalled on Equipment or installed on Customer-Provided Equipment (as defined below) and licensed to Customer by Motorola for a perpetual or other defined license term (“Licensed Software”), and (c) license cloud-based software as a service products and other software which is either preinstalled on Equipment or installed on Customer- Provided Equipment, but licensed to Customer by Motorola on a subscription basis (“Subscription Software”) to Customer, to the extent each is set forth in an Ordering Document, for Customer’s own use in accordance with this Agreement. The Equipment, Licensed Software, and Subscription Software shall collectively be referred to herein as “Products”, or individually as a “Product”. At any time during the Term (as defined below), Motorola may substitute any Products at no cost to Customer, if the substitute is substantially similar to the Products set forth in the applicable Ordering Documents.
2.2. Services.
2.2.1. Motorola will provide services related to purchased Products (“Services”), to the extent set forth in an Ordering Document.
2.2.2. Integration Services; Maintenance and Support Services. If specified in an Ordering Document, Motorola will provide, for the term of such Ordering Document, (a) design, deployment, and integration Services in order to design, install, set up, configure, and/or integrate the applicable Products at the applicable locations (“Sites”), agreed upon by the Parties (“Integration Services”), or (b) break/fix maintenance, technical support, or other Services (such as software integration Services) (“Maintenance and Support Services”), each as further described in the applicable statement of work. Maintenance and Support Services and Integration Services will each be considered “Services”, as defined above.
2.2.3. Service Ordering Documents. The Fees for Services will be set forth in an Ordering Document and any applicable project schedules. A Customer point of contact will be set forth in the applicable statement of work for the Services. For purposes of clarity, each statement of work will be incorporated into, and form an integral part of, the Agreement.
2.2.4. Service Completion. Unless otherwise specified in the applicable Ordering Document, Services described in an Ordering Document will be deemed complete upon Motorola’s performance of all Services listed in such Ordering Document (“Service Completion Date”); provided, however, that Maintenance and Support Services may be offered on an ongoing basis during a given Ordering Document term, in which case such Maintenance and Support Services will conclude upon the expiration or termination of such Ordering Document.
2.3. Non-Preclusion. If, in connection with the Products and Services provided under this Agreement, Motorola makes recommendations, including a recommendation to purchase other products or services, nothing in this Agreement precludes Motorola from participating in a future Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1952
Motorola Customer Agreement 3
competitive bidding process or otherwise offering or selling the recommended products or other services to Customer. Customer represents that this paragraph does not violate its procurement standards or other laws, regulations, or policies.
2.4. Customer Obligations. Customer will ensure that information Customer provides to Motorola in connection with receipt of Products and Services are accurate and complete in all material respects. Customer will make timely decisions and obtain any required management approvals that are reasonably necessary for Motorola to provide the Products and Services and perform its other duties under this Agreement. Unless the applicable Ordering Document states otherwise, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions or Customer information, decisions, or approvals described in this Section. If any assumptions in the Ordering Documents or information provided by Customer prove to be incorrect, or if Customer fails to perform any of its obligations under this Agreement, Motorola’s ability to perform its obligations may be impacted and changes to the Agreement, including the scope, Fees, and performance schedule may be required.
2.5. Documentation. Products and Services may be delivered with documentation for the Equipment, software Products, or data that specifies technical and performance features, capabilities, users, or operation, including training manuals, and other deliverables, such as reports, specifications, designs, plans, drawings, analytics, or other information (collectively, “Documentation”). Documentation is and will be owned by Motorola, unless otherwise expressly agreed in an Addendum or Ordering Document that certain Documentation will be owned by Customer. Motorola hereby grants Customer a limited, royalty-free, worldwide, non- exclusive license to use the Documentation solely for its internal business purposes in connection with the Products and Services.
2.6. Motorola Tools and Equipment. As part of delivering the Products and Services, Motorola may provide certain tools, equipment, models, and other materials of its own. Such tools and equipment will remain the sole property of Motorola unless they are to be purchased by Customer as Products and are explicitly listed on an Ordering Document. The tools and equipment may be held by Customer for Motorola’s use without charge and may be removed from Customer’s premises by Motorola at any time without restriction. Customer will safeguard all tools and equipment while in Customer’s custody or control, and be liable for any loss or damage. Upon the expiration or earlier termination of this Agreement, Customer, at its expense, will return to Motorola all tools and equipment in its possession or control.
2.7. Authorized Users. Customer will ensure its employees and Authorized Users comply with the terms of this Agreement and will be liable for all acts and omissions of its employees and Authorized Users. Customer is responsible for the secure management of Authorized Users’ names, passwords and login credentials for access to Products and Services. “Authorized Users” are Customer’s employees, full-time contractors engaged for the purpose of supporting the Products and Services that are not competitors of Motorola, and the entities (if any) specified in an Ordering Document or otherwise approved by Motorola in writing (email from an authorized Motorola signatory accepted), which may include affiliates or other Customer agencies.
2.8. Export Control. Customer, its employees, and any other Authorized Users will not access or use the Products and Services in any jurisdiction in which the provision of such Products and Services is prohibited under applicable laws or regulations (a “Prohibited Jurisdiction”), and Customer will not provide access to the Products and Services to any government, entity, or individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it and its Authorized Users are not named on any U.S. government list of persons prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it and its Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1953
Motorola Customer Agreement 4
Authorized Users are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit its Authorized Users to access or use the Products or Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized Users will comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which Customer, its employees, and the Authorized Users are located.
2.9. Change Orders. Unless a different change control process is agreed upon in writing by the Parties, a Party may request changes to an Addendum or an Ordering Document by submitting a change order to the other Party (each, a “Change Order”). If a requested change in a Change Order causes an increase or decrease in the Products or Services, the Parties by means of the Change Order will make appropriate adjustments to the Fees, project schedule, or other matters. Change Orders are effective and binding on the Parties only upon execution of the Change Order by an authorized representative of both Parties.
3. Term and Termination.
3.1. Term. The term of this MCA (“Term”) will commence on the Effective Date and continue until five (5) years after the later of (a) the termination, expiration, or discontinuance of services under the last Ordering Document in effect, or (b) the expiration of all applicable warranty periods, unless the MCA is earlier terminated as set forth herein. The applicable Addendum or Ordering Document will set forth the term for the Products and Services governed thereby.
3.2. Termination. Either Party may terminate the Agreement or the applicable Addendum or Ordering Document if the other Party breaches a material obligation under the Agreement and does not cure such breach within thirty (30) days after receipt of notice of the breach or fails to produce a cure plan within such period of time. Each Addendum and Ordering Document may be separately terminable as set forth therein.
3.3. Suspension of Services. Motorola may terminate or suspend any Products or Services under an Ordering Document if Motorola determines: (a) the related Product license has expired or has terminated for any reason; (b) the applicable Product is being used on a hardware platform, operating system, or version not approved by Motorola; (c) Customer fails to make any payments when due; or (d) Customer fails to comply with any of its other obligations or otherwise delays Motorola’s ability to perform.
3.4. Effect of Termination or Expiration. Upon termination for any reason or expiration of this Agreement, an Addendum, or an Ordering Document, Customer and the Authorized Users will return or destroy (at Motorola’s option) all Motorola Materials and Motorola’s Confidential Information in their possession or control and, as applicable, provide proof of such destruction, except that Equipment purchased by Customer should not be returned. If Customer has any outstanding payment obligations under this Agreement, Motorola may accelerate and declare all such obligations of Customer immediately due and payable by Customer. Notwithstanding the reason for termination or expiration, Customer must pay Motorola for Products and Services already delivered. Customer has a duty to mitigate any damages under this Agreement, including in the event of default by Motorola and Customer’s termination of this Agreement.
4. Payment and Invoicing.
4.1. Fees. Fees and charges applicable to the Products and Services (the “Fees”) will be as set forth in the applicable Exhibit A, attached hereto and incorporated by this reference, or Ordering Document, and such Fees may be changed by Motorola at any time, except that Motorola will not change the Fees for Products and Services purchased by Customer during the Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1954
Motorola Customer Agreement 5
term of an active Ordering Document or during a Subscription Term (as defined and further described in the applicable Addendum). Changes in the scope of Services described in an Ordering Document may require an adjustment to the Fees due under such Ordering Document.
If a specific invoicing or payment schedule is set forth in the applicable Addendum or Ordering Document, such schedule will apply solely with respect to such Addendum or Ordering Document.
Unless otherwise specified in the applicable Ordering Document, the Fees for any Services exclude expenses associated with unusual and costly Site access requirements (e.g., if Site access requires a helicopter or other equipment), and Customer will reimburse Motorola for these or other expenses incurred by Motorola in connection with the Services.
4.2. Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes, assessments, duties, or regulatory charges or contribution requirements (collectively, “Taxes”), all of which will be paid by Customer, except as exempt by law, unless otherwise specified in an Ordering Document. If Motorola is required to pay any Taxes, Customer will reimburse Motorola for such Taxes (including any interest and penalties) within thirty (30) days after Customer’s receipt of an invoice therefore. Customer will be solely responsible for reporting the Products for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income and net worth.
4.3. Invoicing. Motorola will invoice Customer at the frequency set forth in the applicable Addendum or Ordering Document, and Customer will pay all invoices within thirty (30) days of the invoice date or as otherwise specified in the applicable Addendum or Ordering Document. Late payments will be subject to interest charges at the maximum rate permitted by law, commencing upon the due date. Motorola may invoice electronically via email, and Customer agrees to receive invoices via email at the email address set forth in an Ordering Document. Customer acknowledges and agrees that a purchase order or other notice to proceed is not required for payment for Products or Services.
4.4. Firm Discount: Any representation of pricing under the terms of this arrangement shall be a commitment to firm discounts only outline in Exhibit A “Price List”. No representation of pricing shall be firm but used to illustrate the pricing structure, which shall be a firm discount applied to the list price of the equipment being purchased at the time of purchase. The discount levels shall remain firm for the term of agreement.
4.5. Return of Discount. The Parties understand and agree that Motorola is providing Customer, including Eligible Purchasers (as defined in Section 1.2), a discount in exchange for a commitment to purchase a minimum of 1,400 Subscribers annually based on the effective day of this agreement or in aggregate over the course of the Agreement, 7,000 subscribers under this MCA (“Discount Purchase Commitment”). Any excess purchases in excess of the annual minimum quantity will apply towards the annual minimum requirement for the following year and aggregate purchase requirement until the minimum term requirement of 7,000 subscribers is achieved. If Customer and Eligible Purchasers fail to collectively reach the Discount Purchase Commitment for any reason, including early termination of this MCA, Motorola may impose a Discount Purchase Commitment fee, representing a return of the allocated discount for sales.
Customer and Eligible Purchasers shall be responsible only for the Discount Purchase Commitment fee associated with their respective purchase(s).
5. Sites; Customer-Provided Equipment; Non-Motorola Content.
5.1. Access to Sites. Customer will be responsible for providing all necessary permits, licenses, and other approvals necessary for the installation and use of the Products and the performance of the Services at each applicable Site, including for Motorola to perform its obligations hereunder, and for facilitating Motorola’s access to the Sites. No waivers of liability Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1955
Motorola Customer Agreement 6
will be imposed on Motorola or its subcontractors by Customer or others at Customer facilities or other Sites, but if and to the extent any such waivers are imposed, the Parties agree such waivers are void.
5.2. Site Conditions. Customer will ensure that (a) all Sites are safe and secure, (b) Site conditions meet all applicable industry and legal standards (including standards promulgated by OSHA or other governmental or regulatory bodies), (c) to the extent applicable, Sites have adequate physical space, air conditioning, and other environmental conditions, electrical power outlets, distribution, equipment, connections, and telephone or other communication lines (including modem access and interfacing networking capabilities), and (d) Sites are suitable for the installation, use, and maintenance of the Products and Services. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date.
5.3. Site Issues. Motorola will have the right at any time to inspect the Sites and advise Customer of any deficiencies or non-conformities with the requirements of this Section 5 – Sites; Customer-Provided Equipment; Non-Motorola Content. If Motorola or Customer identifies any deficiencies or non-conformities, Customer will promptly remediate such issues or the Parties will select a replacement Site. If a Party determines that a Site identified in an Ordering Document is not acceptable or desired, the Parties will cooperate to investigate the conditions and select a replacement Site or otherwise adjust the installation plans and specifications as necessary. A change in Site or adjustment to the installation plans and specifications may cause a change in the Fees or performance schedule under the applicable Ordering Document.
5.4. Customer-Provided Equipment. Certain components, including equipment and software, not provided by Motorola may be required for use of the Products and Services (“CustomerProvided Equipment”). Customer will be responsible, at its sole cost and expense, for providing and maintaining the Customer-Provided Equipment in good working order. Customer represents and warrants that it has all rights in Customer-Provided Equipment to permit Motorola to access and use the applicable Customer-Provided Equipment to provide the Products and Services under this Agreement, and such access and use will not violate any laws or infringe any third-party rights (including intellectual property rights). Customer (and not Motorola) will be fully liable for Customer-Provided Equipment, and Customer will immediately notify Motorola of any CustomerProvided Equipment damage, loss, change, or theft that may impact Motorola’s ability to provide the Products and Services under this Agreement, and Customer acknowledges that any such events may cause a change in the Fees or performance schedule under the applicable Ordering Document.
5.5. Non-Motorola Content. In certain instances, Customer may be permitted to access, use, or integrate Customer or third-party software, services, hardware, content, and data that is not provided by Motorola (collectively, “Non-Motorola Content”) with or through the Products and Services. If Customer accesses, uses, or integrates any Non-Motorola Content with the Products or Services, Customer will first obtain all necessary rights and licenses to permit Customer’s and its Authorized Users’ use of the Non-Motorola Content in connection with the Products and Services. Customer will also obtain the necessary rights for Motorola to use such Non-Motorola Content in connection with providing the Products and Services, including the right for Motorola to access, store, and process such Non-Motorola Content (e.g., in connection with Subscription Software), and to otherwise enable interoperation with the Products and Services. Customer represents and warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or integrating the applicable Non-Motorola Content with the Products and Services, and that Customer and its Authorized Users will comply with any terms and Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1956
Motorola Customer Agreement 7
conditions applicable to such Non-Motorola Content. If any Non-Motorola Content require access to Customer Data (as defined below), Customer hereby authorizes Motorola to allow the provider of such Non-Motorola Content to access Customer Data, in connection with the interoperation of such Non-Motorola Content with the Products and Services. Customer acknowledges and agrees that Motorola is not responsible for, and makes no representations or warranties with respect to, the Non-Motorola Content (including any disclosure, modification, or deletion of Customer Data resulting from use of Non-Motorola Content or failure to properly interoperate with the Products and Services). If Customer receives notice that any Non-Motorola Content must be removed, modified, or disabled within the Products or Services, Customer will promptly do so. Motorola will have the right to disable or remove Non-Motorola Content if Motorola believes a violation of law, third-party rights, or Motorola’s policies is likely to occur, or if such Non-Motorola Content poses or may pose a security or other risk or adverse impact to the Products or Services, Motorola, Motorola’s systems, or any third party (including other Motorola customers). Motorola may provide certain Non-Motorola Content as an authorized sales representative of a third party as set out in an Ordering Document. As an authorized sales representative, the third party’s terms and conditions, as set forth in the Ordering Document, will apply to any such sales. Any orders for such Non-Motorola Content will be filled by the third party. Nothing in this Section will limit the exclusions set forth in Section 7.2 – Intellectual Property Infringement.
5.6. End User Licenses. Notwithstanding any provision to the contrary in the Agreement, certain Non-Motorola Content software are governed by a separate license, EULA, or other agreement, including terms governing third-party equipment or software, such as open source software, included in the Products and Services. Customer will comply, and ensure its Authorized Users comply, with any such additional terms applicable to third-party equipment or software. If provided for in the separate third party license, Customer may have a right to receive source code for such software; a copy of such source code may be obtained free of charge by contacting Motorola.
6. Representations and Warranties.
6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) it has the right to enter into the Agreement and perform its obligations hereunder, and (b) the Agreement will be binding on such Party.
6.2. Motorola Warranties. Subject to the disclaimers and exclusions below, Motorola represents and warrants that (a) Services will be provided in a good and workmanlike manner and will conform in all material respects to the descriptions in the applicable Ordering Document; and (b) for a period of ninety (90) days commencing upon the Service Completion Date for onetime Services, the Services will be free of material defects in materials and workmanship. Other than as set forth in subsection (a) above, recurring Services are not warranted but rather will be subject to the requirements of the applicable Addendum or Ordering Document. Motorola provides other express warranties for Motorola-manufactured Equipment, Motorola-owned software Products, and certain Services. Such express warranties are included in the applicable Addendum or Ordering Document. Such representations and warranties will apply only to the applicable Product or Service that is the subject of such Addendum or Ordering Document.
6.3. Warranty Claims; Remedies. To assert a warranty claim, Customer must notify Motorola in writing of the claim prior to the expiration of any warranty period set forth in this MCA or the applicable Addendum or Ordering Document. Unless a different remedy is otherwise expressly set forth for a particular warranty under an Addendum, upon receipt of such claim, Motorola will investigate the claim and use commercially reasonable efforts to repair or replace any confirmed Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1957
Motorola Customer Agreement 8
materially non-conforming Product or re-perform any non-conforming Service, at its option. Such remedies are Customer’s sole and exclusive remedies for Motorola’s breach of a warranty.
Motorola’s warranties are extended by Motorola to Customer only, and are not assignable or transferrable.
6.4. Pass-Through Warranties. Notwithstanding any provision of this Agreement to the contrary, Motorola will have no liability for third-party software or hardware provided by Motorola; provided, however, that to the extent offered by third-party providers of software or hardware and to the extent permitted by law, Motorola will pass through express warranties provided by such third parties.
6.5. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS AND PASS THROUGH
WARRANTIES IN THIS AGREEMENT, PRODUCTS AND SERVICES PURCHASED HEREUNDER ARE PROVIDED “AS IS” AND WITH ALL FAULTS. WARRANTIES SET FORTH
IN THE AGREEMENT ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS AND
SERVICES AND MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY. MOTOROLA DOES NOT
REPRESENT OR WARRANT THAT USE OF THE PRODUCTS AND SERVICES WILL BE
UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT THEY WILL MEET CUSTOMER’S PARTICULAR REQUIREMENTS.
7. Indemnification.
7.1. General Indemnity. Motorola will defend, indemnify, and hold Customer harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual third-party claim, demand, action, or proceeding (“Claim”) for personal injury, death, or direct damage to tangible property to the extent caused by Motorola’s negligence, gross negligence or willful misconduct while performing its duties under an Ordering Document or an Addendum, except to the extent the claim arises from Customer’s negligence or willful misconduct. Motorola’s duties under this Section 7.1 – General Indemnity are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Claim.
7.2. Intellectual Property Infringement. Motorola will defend Customer against any third-party claim alleging that a Motorola-developed or manufactured Product or Service (the “Infringing Product”) directly infringes a United States patent or copyright (“Infringement Claim”), and Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an Infringement Claim. Motorola’s duties under this Section 7.2 – Intellectual Property Infringement are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Infringement Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Infringement Claim.
7.2.1. If an Infringement Claim occurs, or in Motorola’s opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Infringing Product; (b) replace or modify the Infringing Product so that it becomes non-infringing; or (c) grant Customer (i) a pro-rated refund of any amounts pre-paid for the Infringing Product (if the Infringing Product is a Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1958
Motorola Customer Agreement 9
software Product, i.e., Licensed Software or Subscription Software) or (ii) a credit for the Infringing Product, less a reasonable charge for depreciation (if the Infringing Product is Equipment, including Equipment with embedded software).
7.2.2. In addition to the other damages disclaimed under this Agreement, Motorola will have no duty to defend or indemnify Customer for any Infringement Claim that arises from or is based upon: (a) Customer Data, Customer-Provided Equipment, Non-Motorola Content, or third-party equipment, hardware, software, data, or other third-party materials; (b) the combination of the Product or Service with any products or materials not provided by Motorola; (c) a Product or Service designed, modified, or manufactured in accordance with Customer’s designs, specifications, guidelines or instructions; (d) a modification of the Product or Service by a party other than Motorola; (e) use of the Product or Service in a manner for which the Product or Service was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to use or install an update to the Product or Service that is intended to correct the claimed infringement. In no event will Motorola’s liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the Infringing Product.
7.2.3. This Section 7.2 – Intellectual Property Infringement provides Customer’s sole and exclusive remedies and Motorola’s entire liability in the event of an Infringement Claim. For clarity, the rights and remedies provided in this Section are subject to, and limited by, the restrictions set forth in Section 8 – Limitation of Liability below.
7.3. Customer Indemnity. Customer will defend, indemnify, and hold Motorola and its subcontractors, subsidiaries and other affiliates harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual or threatened third-party claim, demand, action, or proceeding arising from or related to (a) Customer-Provided Equipment, Customer Data, or Non-Motorola Content, including any claim, demand, action, or proceeding alleging that any such equipment, data, or materials (or the integration or use thereof with the Products and Services) infringes or misappropriates a thirdparty intellectual property or other right, violates applicable law, or breaches the Agreement; (b) Customer-Provided Equipment’s failure to meet the minimum requirements set forth in the applicable Documentation or match the applicable specifications provided to Motorola by Customer in connection with the Products or Services; (c) Customer’s (or its service providers, agents, employees, or Authorized User’s) negligence or willful misconduct; and (d) Customer’s or its Authorized User’s breach of this Agreement. This indemnity will not apply to the extent any such claim is caused by Motorola’s use of Customer- Provided Equipment, Customer Data, or Non-Motorola Content in violation of the Agreement. Motorola will give Customer prompt, written notice of any claim subject to the foregoing indemnity. Motorola will, at its own expense, cooperate with Customer in its defense or settlement of the claim.
8. Limitation of Liability.
8.1. DISCLAIMER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR PERSONAL INJURY
OR DEATH, MOTOROLA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “MOTOROLA PARTIES”) WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT (WHETHER UNDER MOTOROLA’S INDEMNITY Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1959
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OBLIGATIONS, A CAUSE OF ACTION FOR BREACH OF CONTRACT, UNDER TORT
THEORY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,
PUNITIVE, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR
REVENUES, EVEN IF MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR ANY THIRD
PARTY OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE FORESEEABLE.
8.2. DIRECT DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL
AGGREGATE LIABILITY OF THE MOTOROLA PARTIES, WHETHER BASED ON A CLAIM IN
CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO OR ARISING OUT OF THE
AGREEMENT WILL NOT EXCEED THE FEES SET FORTH IN THE ORDERING DOCUMENT UNDER WHICH THE CLAIM AROSE. NOTWITHSTANDING THE FOREGOING, FOR ANY
SUBSCRIPTION SOFTWARE OR FOR ANY RECURRING SERVICES, THE MOTOROLA PARTIES’ TOTAL LIABILITY FOR ALL CLAIMS RELATED TO SUCH PRODUCT OR
RECURRING SERVICES IN THE AGGREGATE WILL NOT EXCEED THE TOTAL FEES PAID
FOR SUCH SUBSCRIPTION SOFTWARE OR RECURRING SERVICE, AS APPLICABLE, DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE FIRST CLAIM AROSE.
8.3. ADDITIONAL EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A)
CUSTOMER DATA, INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DATA AVAILABLE THROUGH THE PRODUCTS OR SERVICES; (B) CUSTOMER- PROVIDED
EQUIPMENT, NON-MOTOROLA CONTENT, THE SITES, OR THIRD-PARTY EQUIPMENT,
HARDWARE, SOFTWARE, DATA, OR OTHER THIRD-PARTY MATERIALS, OR THE COMBINATION OF PRODUCTS AND SERVICES WITH ANY OF THE FOREGOING; (C) LOSS
OF DATA OR HACKING, RANSOMWARE, OR OTHER THIRD-PARTY ATTACKS OR DEMANDS; (D) MODIFICATION OF PRODUCTS OR SERVICES BY ANY PERSON OTHER THAN MOTOROLA; (E) RECOMMENDATIONS PROVIDED IN CONNECTION WITH OR BY THE PRODUCTS AND SERVICES; (F) DATA RECOVERY SERVICES OR DATABASE MODIFICATIONS; OR (G) CUSTOMER’S OR ANY AUTHORIZED USER’S BREACH OF THIS AGREEMENT OR MISUSE OF THE PRODUCTS AND SERVICES.
8.4. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed issues in Section 8.3 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable.
8.5. Statute of Limitations. Customer may not bring any claims against a Motorola Party in connection with this Agreement or the Products and Services more than one (1) year after the date of accrual of the cause of action.
9. Confidentiality.
9.1. Confidential Information. “Confidential Information” means any and all non-public information provided by one Party (“Discloser”) to the other (“Recipient”) that is disclosed under this Agreement in oral, written, graphic, machine recognizable, or sample form, being clearly designated, labeled or marked as confidential or its equivalent or that a reasonable businessperson would consider non-public and confidential by its nature. With respect to Motorola, Confidential Information will also include Products and Services, and Documentation, as well as any other information relating to the Products and Services. The nature and existence of this Agreement are considered Confidential Information of the Parties. In order to be Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1960
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considered Confidential Information, information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by Discloser by submitting a written document to Recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent.
9.2. Obligations of Confidentiality. During the Term and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (a) not disclose Confidential Information to any third party, except as expressly permitted in this Section 9 - Confidentiality; (b) restrict disclosure of Confidential Information to only those employees (including, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must access the Confidential Information for the purpose of, and who are bound by confidentiality terms substantially similar to those in, this Agreement; (c) not copy, reproduce, reverse engineer, de-compile or disassemble any Confidential Information; (d) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (e) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (f) only use the Confidential Information as needed to fulfill its obligations and secure its rights under this Agreement.
9.3. Exceptions. Recipient is not obligated to maintain as confidential any information that Recipient can demonstrate by documentation (a) is publicly available at the time of disclosure or becomes available to the public without breach of this Agreement; (b) is lawfully obtained from a third party without a duty of confidentiality to Discloser; (c) is otherwise lawfully known to Recipient prior to such disclosure without a duty of confidentiality to Discloser; or (d) is independently developed by Recipient without the use of, or reference to, any of Discloser’s Confidential Information or any breach of this Agreement. Additionally, Recipient may disclose Confidential Information to the extent required by law, including a judicial or legislative order or proceeding.
9.4. Ownership of Confidential Information. All Confidential Information is and will remain the property of Discloser and will not be copied or reproduced without the express written permission of Discloser (including as permitted herein). Within ten (10) days of receipt of Discloser’s written request, Recipient will return or destroy all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain (a) one (1) archival copy of the Confidential Information for use only in case of a dispute concerning this Agreement and (b) Confidential Information that has been automatically stored in accordance with Recipient’s standard backup or recordkeeping procedures, provided, however that Recipient will remain subject to the obligations of this Agreement with respect to any Confidential Information retained subject to clauses (a) or (b). No license, express or implied, in the Confidential Information is granted to the Recipient other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. Discloser represents and warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement.
10. Proprietary Rights; Data; Feedback.
10.1. Data Definitions. The following terms will have the stated meanings: “Customer Contact Data” means data Motorola collects from Customer, its Authorized Users, and their end users for business contact purposes, including marketing, advertising, licensing and sales purposes; “Service Use Data” means data generated by Customer’s use of the Products and Services or Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1961
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by Motorola’s support of the Products and Services, including personal information, product performance and error information, activity logs and date and time of use; “Customer Data” means data, information, and content, including images, text, videos, documents, audio, telemetry, location and structured data base records, provided by, through, or on behalf of Customer, its Authorized Users, and their end users through the use of the Products and Services.
Customer Data does not include Customer Contact Data, Service Use Data, or information from publicly available sources or other Third-Party Data or Motorola Data; “Third- Party Data” means information obtained by Motorola from publicly available sources or its third party content providers and made available to Customer through the Products or Services; “Motorola Data” means data owned or licensed by Motorola; “Feedback” means comments or information, in oral or written form, given to Motorola by Customer or Authorized Users, including their end users, in connection with or relating to the Products or Services; and “Process” or “Processing” means any operation or set of operations which is performed on personal information or on sets of personal information, whether or not by automated means, such as collection, recording, copying, analyzing, caching, organization, structuring, storage, adaptation, or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
10.2. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer with access to software, tools, data, and other materials, including designs, utilities, models, methodologies, systems, and specifications, which Motorola has developed or licensed from third parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, or derivative works of the foregoing, whether made by Motorola or another party) (collectively, “Motorola Materials”). The Products and Services, Motorola Data, Third-Party Data, and Documentation, are considered Motorola Materials. Except when Motorola has expressly transferred title or other interest to Customer by way of an Addendum or Ordering Document, the Motorola Materials are the property of Motorola or its licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets, know-how, other intellectual property and proprietary rights, and all associated goodwill and moral rights). For clarity, this Agreement does not grant to Customer any shared development rights in or to any Motorola Materials or other intellectual property, and Customer agrees to execute any documents and take any other actions reasonably requested by Motorola to effectuate the foregoing. Motorola and its licensors reserve all rights not expressly granted to Customer, and no rights, other than those expressly granted herein, are granted to Customer by implication, estoppel or otherwise. Customer will not modify, disassemble, reverse engineer, derive source code or create derivative works from, merge with other software, distribute, sublicense, sell, or export the Products and Services or other Motorola Materials, or permit any third party to do so.
10.3. Ownership of Customer Data. Customer retains all right, title and interest, including intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to Customer Data except those rights granted under this Agreement including the right to Process and use the Customer Data as set forth in Section 10.4 – Processing Customer Data below and in other applicable Addenda. The Parties agree that with regard to the Processing of personal information which may be part of Customer Data, Customer is the controller and Motorola is the processor, and may engage sub-processors pursuant to Section 10.4.3 – Sub- processors.
10.4. Processing Customer Data.
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10.4.1. Motorola Use of Customer Data. To the extent permitted by law, Customer grants Motorola and its subcontractors a right to use Customer Data and a royalty-free, worldwide, non-exclusive license to use Customer Data (including to process, host, cache, store, reproduce, copy, modify, combine, analyze, create derivative works from such Customer Data and to communicate, transmit, and distribute such Customer Data to third parties engaged by Motorola) to (a) perform Services and provide Products under the Agreement, (b) analyze the Customer Data to operate, maintain, manage, and improve Motorola Products and Services, and (c) create new products and services. Customer agrees that this Agreement, along with the Documentation, are Customer’s complete and final documented instructions to Motorola for the processing of Customer Data. Any additional or alternate instructions must be agreed to according to the Change Order process. Customer represents and warrants to Motorola that Customer’s instructions, including appointment of Motorola as a processor or sub-processor, have been authorized by the relevant controller.
10.4.2. Collection, Creation, Use of Customer Data. Customer further represents and warrants that the Customer Data, Customer’s collection, creation, and use of the Customer Data (including in connection with Motorola’s Products and Services), and Motorola’s use of such Customer Data in accordance with the Agreement, will comply with all laws and will not violate any applicable privacy notices or infringe any third-party rights (including intellectual property and privacy rights). It is Customer’s responsibility to obtain all required consents, provided all necessary notices, and meet any other applicable legal requirements with respect to collection and use (including Motorola’s use) of the Customer Data as described in the Agreement.
10.4.3. Sub-processors. Customer agrees that Motorola may engage sub-processors who in turn may engage additional sub-processors to Process personal data in accordance with this Agreement. When engaging sub-processors, Motorola will enter into agreements with the sub-processors to bind them to data processing obligations to the extent required by law.
10.5. Data Retention and Deletion. Except as expressly provided otherwise under the Agreement, Motorola will delete all Customer Data following termination or expiration of this MCA or the applicable Addendum or Ordering Document, with such deletion to occur no later than ninety (90) days following the applicable date of termination or expiration, unless otherwise required to comply with applicable law. Any requests for the exportation or download of Customer Data must be made by Customer to Motorola in writing before expiration or termination, subject to Section 13.9 – Notices. Motorola will have no obligation to retain such Customer Data beyond expiration or termination unless the Customer has purchased extended storage from Motorola through a mutually executed Ordering Document.
10.6. Service Use Data. Customer understands and agrees that Motorola may collect and use Service Use Data for its own purposes, including the uses described below. Motorola may use Service Use Data to (a) operate, maintain, manage, and improve existing and create new products and services, (b) test products and services, (c) to aggregate Service Use Data and combine it with that of other users, and (d) to use anonymized or aggregated data for marketing, research or other business purposes. Service Use Data may be disclosed to third parties. It is Customer’s responsibility to notify Authorized Users of Motorola’s collection and use of Service Use Data and to obtain any required consents, provide all necessary notices, and meet any other applicable legal requirements with respect to such collection and use, and Customer Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1963
Motorola Customer Agreement 14
represents and warrants to Motorola that it has complied and will continue to comply with this Section.
10.7. Third-Party Data and Motorola Data. Motorola Data and Third-Party Data may be available to Customer through the Products and Services. Customer and its Authorized Users may use Motorola Data and Third-Party Data as permitted by Motorola and the applicable Third- Party Data provider, as described in the applicable Addendum. Unless expressly permitted in the applicable Addendum, Customer will not, and will ensure its Authorized Users will not: (a) use the Motorola Data or Third-Party Data for any purpose other than Customer’s internal business purposes; (b) disclose the data to third parties; (c) “white label” such data or otherwise misrepresent its source or ownership, or resell, distribute, sublicense, or commercially exploit the data in any manner; (d) use such data in violation of applicable laws; (e) remove, obscure, alter, or falsify any marks or proprietary rights notices indicating the source, origin, or ownership of the data; or (f) modify such data or combine it with Customer Data or other data or use the data to build databases. Additional restrictions may be set forth in the applicable Addendum. Any rights granted to Customer or Authorized Users with respect to Motorola Data or Third- Party Data will immediately terminate upon termination or expiration of the applicable Addendum, Ordering Document, or this MCA.
Further, Motorola or the applicable Third-Party Data provider may suspend, change, or terminate Customer’s or any Authorized User’s access to Motorola Data or Third-Party Data if Motorola or such Third-Party Data provider believes Customer’s or the Authorized User’s use of the data violates the Agreement, applicable law or Motorola’s agreement with the applicable Third-Party Data provider. Upon termination of Customer’s rights to use any Motorola Data or Third-Party Data, Customer and all Authorized Users will immediately discontinue use of such data, delete all copies of such data, and certify such deletion to Motorola. Notwithstanding any provision of the Agreement to the contrary, Motorola will have no liability for Third-Party Data or Motorola Data available through the Products and Services. Motorola and its Third-Party Data providers reserve all rights in and to Motorola Data and Third-Party Data not expressly granted in an Addendum or Ordering Document.
10.8. Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create any confidentiality obligation for Motorola, even if designated as confidential by Customer.
Motorola may use, reproduce, license, and otherwise distribute and exploit the Feedback without any obligation or payment to Customer or Authorized Users and Customer represents and warrants that it has obtained all necessary rights and consents to grant Motorola the foregoing rights.
10.9. Improvements; Products and Services. The Parties agree that, notwithstanding any provision of this MCA or the Agreement to the contrary, all fixes, modifications and improvements to the Services or Products conceived of or made by or on behalf of Motorola that are based either in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise) are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements will vest solely in Motorola. Customer agrees to execute any written documents necessary to assign any intellectual property or other rights it may have in such fixes, modifications or improvements to Motorola.
11. Force Majeure; Delays Caused by Customer.
11.1. Force Majeure. Except for Customer’s payment obligations hereunder, neither Party will be responsible for nonperformance or delayed performance due to events outside of its reasonable control. If performance will be significantly delayed, the affected Party will provide notice to the other Party, and the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule.
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11.2. Delays Caused by Customer. Motorola’s performance of the Products and Services will be excused for delays caused by Customer or its Authorized Users or subcontractors, or by failure of any assumptions set forth in this Agreement (including in any Addendum or Ordering Document). In the event of a delay under this Section 11.2 – Delays Caused by Customer, (a) Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule, and (c) Customer will compensate Motorola for its out-of-pocket costs incurred due to the delay (including those incurred by Motorola’s affiliates, vendors, and subcontractors).
12. Disputes. The Parties will use the following procedure to resolve any disputes relating to or arising out of this Agreement (each, a “Dispute”):
12.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the laws of the State of California, unless Customer is the United States Government (or an agency thereof), in which case all matters relating to or arising out of the Agreement will be governed by the laws of the State in which the Products and Services are provided. The terms of the U.N.
Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply.
12.2. Negotiation; Mediation. Either Party may initiate dispute resolution procedures by sending a notice of Dispute (“Notice of Dispute”) to the other Party. The Parties will attempt to resolve the Dispute promptly through good faith negotiations, including timely escalation of the Dispute to executives who have authority to settle the Dispute (and who are at a higher level of management than the persons with direct responsibility for the matter). If a Dispute is not resolved through negotiation, either Party may initiate mediation by sending a notice of mediation (“Notice of Mediation”) to the other Party. The Parties will choose an independent mediator within thirty (30) days of such Notice of Mediation. Neither Party may unreasonably withhold consent to the selection of a mediator, but if the Parties are unable to agree upon a mediator, either Party may request that the American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. All in person meetings under this Section 12.2 – Negotiation; Mediation will take place in Chicago, Illinois, and all communication relating to the Dispute resolution will be maintained in strict confidence by the Parties. Notwithstanding the foregoing, any Dispute arising from or relating to Motorola’s intellectual property rights will not be subject to negotiation or mediation in accordance with this Section, but instead will be decided by a court of competent jurisdiction, in accordance with Section 12.3 – Litigation, Venue, Jurisdiction below.
12.3. Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within sixty (60) days from the Notice of Mediation, either Party may submit the Dispute exclusively to a court in Contra Costa County, California. Each Party expressly consents to the exclusive jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any mediation.
13. General.
13.1. Compliance with Laws. Each Party will comply with applicable laws in connection with the performance of its obligations under this Agreement, including that Customer will ensure its and its Authorized Users’ use of the Products and Services complies with law (including privacy laws), and Customer will obtain any FCC and other licenses or authorizations (including licenses or authorizations required by foreign regulatory bodies) required for its and its Authorized Users’ use of the Products and Services. Motorola may, at its discretion, cease Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1965
Motorola Customer Agreement 16
providing or otherwise modify Products and Services (or any terms related thereto in an Addendum or Ordering Document), in order to comply with any changes in applicable law.
13.2. Audit; Monitoring. Motorola will have the right to monitor and audit use of the Products, which may also include access by Motorola to Customer Data and Service Use Data. Customer will provide notice of such monitoring to its Authorized Users and obtain any required consents, including individual end users, and will cooperate with Motorola in any monitoring or audit.
Customer will maintain during the Term, and for two (2) years thereafter, accurate records relating to any software licenses granted under this Agreement to verify compliance with this Agreement.
Motorola or a third party (“Auditor”) may inspect Customer’s and, as applicable, Authorized Users’ premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless Customer is found to be in violation of the terms of the Agreement, in which case Customer will be responsible for such expenses and costs.
13.3. Assignment and Subcontracting. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party. Motorola may assign or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection with a merger, acquisition or sale of all or substantially all of its assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation.
Subject to the foregoing, this Agreement will be binding upon the Parties and their respective successors and assigns.
13.4. Waiver. A delay or omission by either Party to exercise any right under this Agreement will not be construed to be a waiver of such right. A waiver by either Party of any of the obligations to be performed by the other, or any breach thereof, will not be construed to be a waiver of any succeeding breach or of any other obligation. All waivers must be in writing and signed by the Party waiving its rights.
13.5. Severability. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision will be deemed to be modified to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remaining provisions of this Agreement will not be affected, and each such provision will be valid and enforceable to the full extent permitted by applicable law.
13.6. Independent Contractors. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership, or formal business organization of any kind.
13.7. Third-Party Beneficiaries. The Agreement is entered into solely between, and may be enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create any right or cause of action in or on behalf of, any entity other than the Parties. Notwithstanding the foregoing, a licensor or supplier of third-party software included in the software Products will be a direct and intended third-party beneficiary of this Agreement.
13.8. Interpretation. The section headings in this Agreement are included only for convenience The words “including” and “include” will be deemed to be followed by the phrase “without limitation”. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party.
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13.9. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as FedEx, UPS, or DHL), and will be effective upon receipt.
13.10. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity, by contract, or otherwise. Except as specifically stated in this Agreement, the election by a Party of any remedy provided for in this Agreement or otherwise available to such Party will not preclude such Party from pursuing any other remedies available to such Party at law, in equity, by contract, or otherwise.
13.11. Survival. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 2.4 – Customer Obligations; Section 3.4 – Effect of Termination or Expiration; Section 4 – Payment and Invoicing; Section 6.5 – Warranty Disclaimer; Section 7.3 – Customer Indemnity; Section 8 – Limitation of Liability; Section 9 – Confidentiality; Section 10 – Proprietary Rights; Data; Feedback; Section 11 – Force Majeure; Delays Caused by Customer; Section 12 – Disputes; and Section 13 – General.
13.12. Entire Agreement. This Agreement, including all Addenda and Ordering Documents, constitutes the entire agreement of the Parties regarding the subject matter hereto, and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy, or computer image of a signature, will be treated, and will have the same effect as an original signature, and will have the same effect, as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment, or other form will not be considered an amendment or modification or part of this Agreement, even if a representative of each Party signs such document.
The Parties hereby enter into this MCA as of the Effective Date.
Motorola: Motorola Solutions, Inc. Contra Costa County:
Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 Dave Newaj
Assistant CIO
2/7/2025
1967
Equipment Purchase and Software
License Addendum V.2023.02.20
1 Equipment Purchase and Software License Addendum
This Equipment Purchase and Software License Addendum (this “EPSLA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below or in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Motorola Solutions Customer Agreement entered into between the Parties, effective as of 2/1/2025 (the “MCA”).
Capitalized terms used in this EPSLA, but not defined herein, will have the meanings set forth in the MCA.
1. Addendum. This EPSLA governs Customer’s purchase of Equipment and license of Licensed Software (and, if set forth in an Ordering Document, related Services) from Motorola, and will form part of the Parties’ Agreement.
2. Delivery of Equipment and Licensed Software.
2.1. Delivery and Risk of Loss. Motorola will provide to Customer the Products (and, if applicable, related Services) set forth in an Ordering Document, in accordance with the terms of the Agreement. Motorola will, using commercially reasonable practices, pack the ordered Equipment and ship such Equipment to the Customer address set forth in the applicable Ordering Document or otherwise provided by Customer in writing, using a carrier selected by Motorola.
Notwithstanding the foregoing, delivery of Equipment (and any incorporated Licensed Software) will occur, and title and risk of loss for the Equipment will pass to Customer, upon shipment by Motorola in accordance with Ex Works, Motorola’s premises (Incoterms 2020). Customer will pay all shipping costs, taxes, and other charges applicable to the shipment and import or export of the Products and Services, as applicable, and Customer will be responsible for reporting the Products for personal property tax purposes. Delivery of Licensed Software for installation on Equipment or Customer-Provided Equipment will occur upon the earlier of (a) electronic delivery of the Licensed Software by Motorola, and (b) the date Motorola otherwise makes the Licensed Software available for download by Customer. If agreed upon in an Ordering Document, Motorola will also provide Services related to such Products.
2.2. Delays. Any shipping dates set forth in an Ordering Document are approximate, and while Motorola will make reasonable efforts to ship Products by any such estimated shipping date, Motorola will not be liable for any delay or related damages to Customer. Time for delivery will not be of the essence, and delays will not constitute grounds for cancellation, penalties, termination, or a refund.
2.3. Beta Services. If Motorola makes any beta version of a software application (“Beta Service”) available to Customer, Customer may choose to use such Beta Service at its own discretion, provided, however, that Customer will use the Beta Service solely for purposes of Customer’s evaluation of such Beta Service, and for no other purpose. Customer acknowledges and agrees that all Beta Services are offered “as-is” and without any representations or warranties or other commitments or protections from Motorola. Motorola will determine the duration of the evaluation period for any Beta Service, in its sole discretion, and Motorola may discontinue any Beta Service at any time. Customer acknowledges that Beta Services, by their nature, have not been fully tested and may contain defects or deficiencies.
3. Licensed Software License and Restrictions.
3.1. Licensed Software License. Subject to Customer’s and its Authorized Users’ compliance with the Agreement (including payment terms), Motorola hereby grants Customer and its Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1968
Equipment Purchase and Software
License Addendum V.2023.02.20
2 Authorized Users a limited, non-transferable, non-sublicenseable, and non-exclusive license to use the Licensed Software identified in an Ordering Document, in object code form only, and the associated Documentation, solely in connection with the Equipment provided by Motorola or authorized Customer-Provided Equipment (as applicable, the “Designated Products”) and solely for Customer’s internal business purposes. Unless otherwise stated in an Addendum or the Ordering Document, the foregoing license grant will be limited to the number of licenses set forth in the applicable Ordering Document and will continue for the life of the applicable Designated Product. Except as otherwise permitted in an applicable Addendum or Ordering Document, Customer may install, access, and use Licensed Software only in Customer’s owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Licensed Software remotely from any location.
3.2. Subscription License Model. If the Parties mutually agree that any Licensed Software purchased under this EPSLA will be replaced with or upgraded to Subscription Software, then upon such time which the Parties execute the applicable Ordering Document, the licenses granted under this EPSLA will automatically terminate, and such Subscription Software will be governed by the terms of the applicable Addendum under this Agreement.
3.3. Customer Restrictions. Customers and Authorized Users will comply with the applicable Documentation in connection with their use of the Products. Customer will not and will not allow others, including the Authorized Users, to: (a) make the Licensed Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; (b) reverse engineer, disassemble, or reprogram the Licensed Software or any portion thereof to a humanreadable form; (c) modify, create derivative works of, or merge the Licensed Software with other software or equipment; (d) copy, reproduce, distribute, lend, lease, or transfer the Licensed Software or Documentation for or to any third party without the prior express written permission of Motorola; (e) take any action that would cause the Licensed Software or Documentation to be placed in the public domain; (f) use the Licensed Software to compete with Motorola; or (g) remove, alter, or obscure, any copyright or other notice.
3.4. Copies. Customer may make one (1) copy of the Licensed Software solely for archival, back-up, or disaster recovery purposes during the term of the applicable Licensed Software license. Customer may make as many copies of the Documentation reasonably required for the internal use of the Licensed Software during such Licensed Software’s license term. Unless otherwise authorized by Motorola in writing, Customer will not, and will not enable or allow any third party to: (a) install a licensed copy of the Licensed Software on more than one (1) unit of a Designated Product; or (b) copy onto or transfer Licensed Software installed in a unit of a Designated Product onto another device. Customer may temporarily transfer Licensed Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Customer provides written notice to Motorola of the temporary transfer and identifies the device on which the Licensed is transferred. Temporary transfer of the Licensed Software to another device must be discontinued when the original Designated Product is returned to operation and the Licensed Software must be removed from the other device.
Customer must provide prompt written notice to Motorola at the time temporary transfer is discontinued.
3.5. Resale of Equipment. Equipment contains embedded Licensed Software. If Customer desires to sell its used Equipment to a third party, Customer must first receive prior written authorization from Motorola and obtain written acceptance of the applicable Licensed Software license terms, including the obligation to pay relevant license fees, from such third party.
Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1969
Equipment Purchase and Software
License Addendum V.2023.02.20
3 4. Term.
4.1. Term. The term of this EPSLA (the “EPSLA Term”) will commence upon either (a) the Effective Date of the MCA, if this EPSLA is attached to the MCA as of such Effective Date, or (b) the EPSLA Date set forth on the signature page below, if this EPSLA is executed after the MCA Effective Date, and will continue until the later of (i) three (3) years after the first order for Products is placed via an Ordering Document, or (ii) the expiration of all applicable warranty periods (as set forth in Section 6.1 – Motorola Warranties below) under this EPSLA, unless this EPSLA or the Agreement is earlier terminated in accordance with the terms of the Agreement.
4.2. Termination. Notwithstanding the termination provisions of the MCA, Motorola may terminate this EPSLA (and any Ordering Documents hereunder) immediately upon notice to Customer if Customer breaches Section 3 – Licensed Software License and Restrictions of this EPSLA, or any other provision related to Licensed Software license scope or restrictions set forth in an Ordering Document, EULA, or other applicable Addendum. For clarity, upon termination or expiration of the EPSLA Term, all Motorola obligations under this EPSLA (including with respect to Equipment and Licensed Software delivered hereunder) will terminate. If Customer desires to purchase additional Services in connection with such Equipment or Licensed Software, Customer may enter into a separate Addendum with Motorola, governing such Services. Customer acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Licensed Software and Documentation, and that Customer’s breach of the Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, in addition to termination, Motorola will be entitled to all available remedies at law or in equity, including immediate injunctive relief and repossession of all non-embedded Licensed Software and associated Documentation.
4.3. Equipment as a Service. In the event that Customer purchases any Equipment at a price below the MSRP for such Equipment in connection Customer entering into a fixed- or minimum required-term agreement for Subscription Software, and Customer or Motorola terminates the Agreement, this EPSLA, or other applicable Addendum (such as the Addendum governing the purchase of such Subscription Software) prior to the expiration of such fixed- or minimum required-term, then Motorola will have the right to invoice Customer for, and Customer will pay, the amount of the discount to the MSRP for the Equipment or such other amount set forth in the applicable Addendum or Ordering Document. This Section will not limit any other remedies Motorola may have with respect to an early termination.
5. Payment. Customer will pay invoices for the Products and Services provided under this EPSLA in accordance with the invoice payment terms set forth in the MCA. Generally, invoices are issued after shipment of Equipment or upon Motorola’s delivery of Licensed Software (in accordance with Section 2.1 – Delivery and Risk of Loss), as applicable, but if a specific invoicing or payment schedule is set forth in the applicable Ordering Document, EULA or other Addendum, such schedule will control with respect to the applicable Products and Services referenced therein. Motorola will have the right to suspend future deliveries of Products and Services if Customer fails to make any payments when due.
6. Representations and Warranties; Liability.
6.1. Motorola Warranties. Subject to the disclaimers and exclusions set forth in the MCA and this EPSLA, (a) for a period of one (1) year commencing upon the delivery of Motorolamanufactured Equipment under Section 2.1 – Delivery and Risk of Loss, Motorola represents and warrants that such Motorola-manufactured Equipment, under normal use, will be free from Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1970
Equipment Purchase and Software
License Addendum V.2023.02.20
4 material defects in materials and workmanship; (b) to the extent permitted by the providers of third-party software or hardware included in the Products and Services, Motorola will pass through to Customer any warranties provided by such third parties, which warranties will apply for the period defined by the applicable third party; and (c) for a period of ninety (90) days commencing upon the delivery of Motorola-owned Licensed Software under Section 2.1 – Delivery and Risk of Loss, Motorola represents and warrants that such Licensed Software, when used in accordance with the Documentation and the Agreement, will be free from reproducible defects that prevent operation of features critical to the primary functionality or successful operation of the Motorola-developed Licensed Software (as determined by Motorola). The warranty set forth in subsection (c) will be referred to as the “Motorola Licensed Software Warranty”. As Customer’s sole and exclusive remedy for any breach of the Motorola Licensed Software Warranty, Motorola will use commercially reasonable efforts to remedy the material defect in the applicable Licensed Software; provided, however, that if Motorola does not remedy such material defect within a reasonable time, then at Motorola’s sole option, Motorola will either replace the defective Licensed Software with functionally-equivalent software, provide substitute software to Customer, or terminate the applicable software license and refund any paid license fees to Customer on a prorata basis. For clarity, the Motorola Licensed Software Warranty applies only to the most current version of the Licensed Software issued by Motorola, and issuance of updated versions of any Licensed Software does not result in a renewal or extension of the Motorola Licensed Software Warranty beyond the ninety (90) day warranty period.
6.2. ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGES
SET FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT
TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) DEFECTS IN OR
DAMAGE TO PRODUCTS RESULTING FROM USE OTHER THAN IN THE NORMAL AUTHORIZED MANNER, OR FROM ACCIDENT, LIQUIDS, OR NEGLECT; (B) TESTING,
MAINTENANCE, REPAIR, INSTALLATION, OR MODIFICATION BY PARTIES OTHER THAN MOTOROLA; (C) CUSTOMER’S OR ANY AUTHORIZED USER’S FAILURE TO COMPLY WITH INDUSTRY AND OSHA OR OTHER LEGAL STANDARDS; (D) DAMAGE TO RADIO ANTENNAS, UNLESS CAUSED BY DEFECTS IN MATERIAL OR WORKMANSHIP; (E) EQUIPMENT WITH NO SERIAL NUMBER; (F) BATTERIES OR CONSUMABLES; (G) FREIGHT COSTS FOR SHIPMENT TO REPAIR DEPOTS; (H) COSMETIC DAMAGE THAT DOES NOT AFFECT OPERATION; (I) NORMAL WEAR AND TEAR; (J) ISSUES OR OBSOLESCENCE OF
LICENSED SOFTWARE DUE TO CHANGES IN CUSTOMER OR AUTHORIZED USER REQUIREMENTS, EQUIPMENT, OR SYSTEMS; (K) TRACKING AND LOCATION-BASED SERVICES; OR (L) BETA SERVICES.
6.3. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed or excluded issues in the MCA or Section 6.2 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable.
7. Copyright Notices. The existence of a copyright notice on any Licensed Software will not be construed as an admission or presumption of publication of the Licensed Software or public disclosure of any trade secrets associated with the Licensed Software.
8. Survival. The following provisions will survive the expiration or termination of this EPSLA for any reason: Section 3 – Licensed Software License and Restrictions; Section 4 – Term; Section 5 – Payment; Section 6.2 – Additional Exclusions; Section 8 – Survival.
Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1971
1 Exhibit A
PRICE LIST
Category APC Description Total Discount Off List Price
Subscriber 22 APX N70 37.95000%
Subscriber 287 APX N50 37.95000%
Subscriber 657 APX N30 37.95000%
Subscriber 621 APX Next XN All-band 37.95000%
Subscriber 671 APX Next XN Single Band 37.95000%
Subscriber 142 APX Next Single Band 37.95000%
Subscriber 437 APX Next All-band 37.95000%
Subscriber 837 APX 900 / APX 1000 37.95000%
Subscriber 426 APX 4000 / APX 2000 37.95000%
Subscriber 305 APX 4000 XH 37.95000%
Subscriber 755 APX 6000 Li 37.95000%
Subscriber 481 APX 6000 37.95000%
Subscriber 756 APX 6000 XE 37.95000%
Subscriber 579 APX 8000 37.95000%
Subscriber 581 APX 8000 XE 37.95000%
Subscriber 673 APX 8000 H 37.95000%
Subscriber 471 APX 4500 / APX 2500 37.95000%
Subscriber 652 APX 6500 Li 37.95000%
Subscriber 527 APX 6500 37.95000%
Subscriber 681 APX 8500 37.95000%
Subscriber 761 APX 8500 Consolette 37.95000%
Subscriber 655 APX 7000 - General Feature 37.95000%
Subscriber 656 APX 7500 - General Feature 37.95000%
Subscriber 201 KVL II 10.00000%
Subscriber 462 KLV 3000 10.00000%
Subscriber 332 Conv Flashport Subscr 20.00000%
Subscriber 430 Flashport SW Upgrade 20.00000%
Subscriber 470 APX Soldier 27.00000%
Subscriber 536 APX Covert Portable 27.00000%
Subscriber 712 Smart Services 0.00000%
Accessories 271 Carry Cases 25.00000%
Accessories 372 Speaker Microphones 20.00000%
Accessories 453 CGISS Batteries 25.00000%
Accessories 554 Mobile Antennas 15.00000%
Accessories 555 Misc Accessories 20.00000%
Accessories 742 Portable Audio Accessories 25.00000%
Accessories 785 Chargers Reconditioners 25.00000%
Accessories 189 Mobile Accessories 15.00000%
Accessories 362 Cable Accessories 20.00000%
Warranty 185 Radio Warranty 0%
Warranty 724 APX NEXT DMS 0%
Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1972
Subscription Software Addendum V.2023.02.17 1
Subscription Software Addendum
This Subscription Software Addendum (this “SSA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below or in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Motorola Solutions Customer Agreement entered into between the Parties, effective as of 2/1/2025 (the “MCA”). Capitalized terms used in this SSA, but not defined herein, will have the meanings set forth in the MCA.
1. Addendum. This SSA governs Customer’s purchase of Subscription Software (and, if set forth in an Ordering Document, related Services) from Motorola, and will form part of the Parties’ Agreement. Additional Subscription Software-specific Addenda or other terms and conditions may apply to certain Subscription Software, where such terms are provided or presented to Customer.
2. Delivery of Subscription Software.
2.1. Delivery. During the applicable Subscription Term (as defined below), Motorola will provide to Customer the Subscription Software set forth in an Ordering Document, in accordance with the terms of the Agreement. Motorola will provide Customer advance notice (which may be provided electronically) of any planned downtime. Delivery will occur upon Customer’s receipt of credentials required for access to the Subscription Software or upon Motorola otherwise providing access to the Subscription Software. If agreed upon in an Ordering Document, Motorola will also provide Services related to such Subscription Software.
2.2. Modifications. In addition to other rights to modify the Products and Services set forth in the MCA, Motorola may modify the Subscription Software, any associated recurring Services and any related systems so long as their functionality (as described in the applicable Ordering Document) is not materially degraded. Documentation for the Subscription Software may be updated to reflect such modifications. For clarity, new features or enhancements that are added to any Subscription Software may be subject to additional Fees.
2.3. User Credentials. If applicable, Motorola will provide Customer with administrative user credentials for the Subscription Software, and Customer will ensure such administrative user credentials are accessed and used only by Customer’s employees with training on their proper use. Customer will protect, and will cause its Authorized Users to protect, the confidentiality and security of all user credentials, including any administrative user credentials, and maintain user credential validity, including by updating passwords. Customer will be liable for any use of the Subscription Software through such user credential (including through any administrative user credentials), including any changes made to the Subscription Software or issues or user impact arising therefrom. To the extent Motorola provides Services to Customer in order to help resolve issues resulting from changes made to the Subscription Software through user credentials, including through any administrative user credentials, or issues otherwise created by Authorized Users, such Services will be billed to Customer on a time and materials basis, and Customer will pay all invoices in accordance with the payment terms of the MCA.
2.4. Beta Services. If Motorola makes any beta version of a software application (“Beta Service”) available to Customer, Customer may choose to use such Beta Service at its own discretion, provided, however, that Customer will use the Beta Service solely for purposes of Customer’s evaluation of such Beta Service, and for no other purpose. Customer acknowledges and agrees that all Beta Services are offered “as-is” and without any representations or warranties or other commitments or protections from Motorola. Motorola will determine the Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1973
Subscription Software Addendum V.2023.02.17 2
duration of the evaluation period for any Beta Service, in its sole discretion, and Motorola may discontinue any Beta Service at any time. Customer acknowledges that Beta Services, by their nature, have not been fully tested and may contain defects or deficiencies.
3. Subscription Software License and Restrictions.
3.1. Subscription Software License. Subject to Customer’s and its Authorized Users’ compliance with the Agreement, including payment terms, Motorola hereby grants Customer and its Authorized Users a limited, non-transferable, non-sublicenseable, and non-exclusive license to use the Subscription Software identified in an Ordering Document, and the associated Documentation, solely for Customer’s internal business purposes. The foregoing license grant will be limited to use in the territory and to the number of licenses set forth in an Ordering Document (if applicable), and will continue for the applicable Subscription Term. Customer may access, and use the Subscription Software only in Customer’s owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Subscription Software remotely from any location. No custom development work will be performed under this Addendum.
3.2. End User Licenses. Motorola may use, engage, resell, or otherwise interface with thirdparty software, hardware or services providers (such as, for example, third-party end point detection and response providers) and other sub-processors, who in turn may engage additional sub-processors to process personal data and other Customer Data. Customer agrees that such third-party software or services providers, sub-processors or their respective sub-processors may process and use personal and other Customer Data in accordance with and subject to their own respective licenses or terms and in accordance with applicable law. Customer authorizes and will provide and obtain all required notices and consents, if any, and comply with other applicable legal requirements, if any, with respect to such collection and use of personal data and other Customer Data by Motorola, and its subcontractors, sub-processors and/or third-party software, hardware or services providers. Notwithstanding any provision to the contrary, to the extent the use or performance of certain Services is governed by any separate license, data requirement, EULA, privacy statement, or other applicable agreement, including terms governing third-party software, hardware or services, including open source software, Customer will comply, and ensure its Authorized Users comply, with any such agreements or terms, which shall govern any such Services.
3.3. Customer Restrictions. Customers and Authorized Users will comply with the applicable Documentation and the copyright laws of the United States and all other relevant jurisdictions (including the copyright laws where Customer uses the Subscription Software) in connection with their use of the Subscription Software. Customer will not, and will not allow others including the Authorized Users, to make the Subscription Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; reverse engineer, disassemble, or reprogram software used to provide the Subscription Software or any portion thereof to a human-readable form; modify, create derivative works of, or merge the Subscription Software or software used to provide the Subscription Software with other software; copy, reproduce, distribute, lend, or lease the Subscription Software or Documentation for or to any third party; take any action that would cause the Subscription Software, software used to provide the Subscription Software, or Documentation to be placed in the public domain; use the Subscription Software to compete with Motorola; remove, alter, or obscure, any copyright or other notice; share user credentials (including among Authorized Users); use the Subscription Software to store or transmit malicious code; or attempt to gain unauthorized access to the Subscription Software or its related systems or networks.
Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1974
Subscription Software Addendum V.2023.02.17 3
4. Term.
4.1. Subscription Terms. The duration of Customer’s subscription to the first Subscription Software and any associated recurring Services ordered under this SSA (or the first Subscription Software or recurring Service, if multiple are ordered at once) will commence upon delivery of such Subscription Software (and recurring Services, if applicable) and will continue for a twelve (12) month period or such longer period identified in an Ordering Document (the “Initial Subscription Period”). Following the Initial Subscription Period, Customer’s subscription to the Subscription Software and any recurring Services will automatically renew for additional twelve (12) month periods (each, a “Renewal Subscription Year”), unless either Party notifies the other Party of its intent not to renew at least thirty (30) days before the conclusion of the then-current Subscription Term. (The Initial Subscription Period and each Renewal Subscription Year will each be referred to herein as a “Subscription Term”.) Motorola may increase Fees prior to any Renewal Subscription Year. In such case, Motorola will notify Customer of such proposed increase no later than thirty (30) days prior to commencement of such Renewal Subscription Year.
Unless otherwise specified in the applicable Ordering Document, if Customer orders any additional Subscription Software or recurring Services under this SSA during an in-process Subscription Term, the subscription for each new Subscription Software or recurring Service will (a) commence upon delivery of such Subscription Software or recurring Service, and continue until the conclusion of Customer’s then-current Subscription Term (a “Partial Subscription Year”), and (b) automatically renew for Renewal Subscription Years thereafter, unless either Party notifies the other Party of its intent not to renew at least thirty (30) days before the conclusion of the then-current Subscription Term. Thus, unless otherwise specified in the applicable Ordering Document, the Subscription Terms for all Subscription Software and recurring Services hereunder will be synchronized.
4.2. Term. The term of this SSA (the “SSA Term”) will commence upon either (a) the Effective Date of the MCA, if this SSA is attached to the MCA as of such Effective Date, or (b) the SSA Date set forth on the signature page below, if this SSA is executed after the MCA Effective Date, and will continue until the expiration or termination of all Subscription Terms under this SSA, unless this SSA or the Agreement is earlier terminated in accordance with the terms of the Agreement.
4.3. Termination. Notwithstanding the termination provisions of the MCA, Motorola may terminate this SSA (or any Addendum or Ordering Documents hereunder), or suspend delivery of Subscription Software or Services, immediately upon notice to Customer if (a) Customer breaches Section 3 – Subscription Software License and Restrictions of this SSA, or any other provision related to Subscription Software license scope or restrictions set forth in an Addendum or Ordering Document, or (b) it determines that Customer’s use of the Subscription Software poses, or may pose, a security or other risk or adverse impact to any Subscription Software, Motorola, Motorola’s systems, or any third party (including other Motorola customers). Customer acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Subscription Software and Documentation, and that Customer’s breach of the Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Customer breaches this Agreement, in addition to termination, Motorola will be entitled to all available remedies at law or in equity (including immediate injunctive relief).
4.4. Wind Down of Subscription Software. In addition to the termination rights in the MCA, Motorola may terminate any Ordering Document and Subscription Term, in whole or in part, in the event Motorola plans to cease offering the applicable Subscription Software or Service to customers.
Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1975
Subscription Software Addendum V.2023.02.17 4
5. Payment.
5.1. Payment. Unless otherwise provided in an Ordering Document (and notwithstanding the provisions of the MCA), Customer will prepay an annual subscription Fee set forth in an Ordering Document for each Subscription Software and associated recurring Service, before the commencement of each Subscription Term. For any Partial Subscription Year, the applicable annual subscription Fee will be prorated based on the number of months in the Partial Subscription Year. The annual subscription Fee for Subscription Software and associated recurring Services may include certain one-time Fees, such as start-up fees, license fees, or other fees set forth in an Ordering Document. Motorola will have the right to suspend the Subscription Software and any recurring Services if Customer fails to make any payments when due. The parties acknowledge that pricing for Cyber Services is dependent on the full term or subscription periods specified in any such Ordering Document. Motorola will have the right to suspend the Services if Customer fails to make any payments when due
5.2. License True-Up. Motorola will have the right to conduct an audit of total user licenses credentialed by Customer for any Subscription Software during a Subscription Term, and Customer will cooperate with such audit. If Motorola determines that Customer’s usage of the Subscription Software during the applicable Subscription Term exceeded the total number of licenses purchased by Customer, Motorola may invoice Customer for the additional licenses used by Customer, pro-rated for each additional license from the date such license was activated, and Customer will pay such invoice in accordance with the payment terms in the MCA.
5.3. Customer Data. For avoidance of doubt, for Cyber Services so long as not specifically identifying the Customer, “Customer Data,” as defined in the MCA, shall not include, and Motorola shall be free to use, share and leverage security threat intelligence and mitigation data generally, including without limitation, third party threat vectors and IP addresses, file hash information, domain names, malware signatures and information, information obtained from third party sources, indicators of compromise, and tactics, techniques, and procedures used, learned or developed in the course of providing Services
5.4. Future Regulatory Requirements. The Parties acknowledge and agree that Cyber Service is an evolving technological area and therefore, laws and regulations regarding Services may change. Changes to existing Services required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services.
6. Liability.
6.1. ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGES
SET FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT
TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS; (B) DISRUPTION OF OR DAMAGE TO CUSTOMER’S OR THIRD PARTIES’ SYSTEMS, EQUIPMENT, OR DATA,
INCLUDING DENIAL OF ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE; (C) AVAILABILITY OR ACCURACY
OF ANY DATA AVAILABLE THROUGH THE SUBSCRIPTION SOFTWARE OR SERVICES, OR INTERPRETATION, USE, OR MISUSE THEREOF; (D) TRACKING AND LOCATION-BASED SERVICES; OR (E) BETA SERVICES.
6.2. Direct Damages . For avoidance of doubt, notwithstanding the limitation set out in Section 8.2 of the MCA, the direct damages limitation for Cyber services provided under this Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1976
Subscription Software Addendum V.2023.02.17 5
SSA and limited to the fees, or the portion of fees, relating only to the Cyber Security Services under this SSA, even if such Services are offered or bundled with other Motorola services.
6.3. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed or excluded issues in the MCA or Section 6.1 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable.
7. Motorola as a Controller or Joint Controller. In all instances where Motorola acts as a controller of data, it will comply with the applicable provisions of the Motorola Privacy Statement at https://www.motorolasolutions.com/en_us/about/privacy-policy.html#privacystatement, as may be updated from time to time. Motorola holds all Customer Contact Data as a controller and shall Process such Customer Contact Data in accordance with the Motorola Privacy Statement.
In instances where Motorola is acting as a joint controller with Customer, the Parties will enter into a separate Addendum to the Agreement to allocate the respective roles as joint controllers.
8. Survival. The following provisions will survive the expiration or termination of this SSA for any reason: Section 4 – Term; Section 5 – Payment; Section 6.1 – Additional Exclusions; Section 8 – Survival.
Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1977
Subscription Services Addendum
Exhibit A: Verizon Service Terms - APXNext
For purposes of this Addendum, “Service” means wireless services provided directly or indirectly by Verizon which may include but it is not limited to data transmission services between wireless devices and computer servers or other machines, or between wireless devices, with limited or no manual intervention or supervision. Customer acknowledges that Motorola is not a Telecommunications Services Provider, as defined In the 4 7 U.S.C.A sec. 163, and to Include within that definition, but not be limited lo, Inter-exchange Carrier, BLEC, CLEC, ILEC and/or DLEC, or wireless service provider pursuant to licenses Issued by the FCC pursuant to the FCC's rules.
Customer agrees to comply with the additional responsibilities for access to and use of the Service provided by Verizon:
Service Availability. The Service uses radio technologies and is subject to transmission and service area limitations, interruptions and dropped calls caused by atmospheric, topographical or environmental conditions, cell. site availability, equipment or its installation, governmental regulations, system limitations, maintenance or other conditions or activities affecting Service operation. The Service and/or features may not be available in all areas. The Service is only available within each applicable calling plan coverage area, within the operating range of the wireless systems, and with equipment that is authorized to operate on Verizon's network.
WARRANTY DISCLAIMER. VERIZON AND ITS AFFILIATES AND CONTRACTORS MAKE NO WARRANTIES
WHATSOEVER, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, DURABILITY,
FITNESS FOR USE, QUALITY, PERFORMANCE OR NON-INFRINGEMENT OF THE SERVICE OR EQUIPMENT OR
THEIR USE IN CONNECTION WITH THE CUSTOMER PROVIDED EQUIPMENT OR THE COMPANY PRODUCT OR SERVICE. WITH RESPECT TO VERIZON.
Content Disclaimer. Neither Verizon nor Motorola exercises control over nor has any responsibility for the accuracy, quality, security or other aspect of any content accessed, received, transmitted, stored, processed or used through Verizon facilities or any Services (except to the extent particular Services explicitly state otherwise). Customer accesses, receives, transmits, stores, processes, or uses any content at its own risk. Customer is solely responsible for selecting and using the level of security protection needed for the content it is accessing, receiving. storing, processing or using, including without limitation Customer Data, individual health and financial content. Verizon is not responsible if the level of security protection Customer uses for any particular content is insufficient to prevent its unauthorized access or use, to comply with applicable law, or to otherwise fully protect the interests of Customer and others in that content.
Use of Customer Data. Verizon, Verizon Affiliates and their respective agents, may use, process and/or transfer Customer Data (including intra-group transfers and transfers to entities in countries that do not provide statutory protections for personal information): (a) in connection with provisioning of Services; (b) to incorporate Customer Data into databases controlled by Verizon, Verizon Affiliates or their respective agents for the purpose of providing Services; administration; provisioning; billing and reconciliation; verification of Customer identity, solvency and creditworthiness; maintenance, support and product development; fraud detection and prevention; sales, revenue and customer analysis and reporting; market and customer use analysis; and (c) to communicate to Customer regarding Services.
Network Monitoring. Transmissions passing through Verizon Facilities may be subject to legal intercept and monitoring activities by Verizon, its suppliers or local authorities in accordance with applicable local law requirements. To the extent consent or notification is required by Customer or end users under applicable data protection or other laws, Customer grants its consent under this Agreement and represents that it will have at all relevant times the necessary consents from all end users.
Customer Consent. Customer warrants that it has obtained or will obtain all legally required consents and permissions from relevant parties (including data subjects) for the use, processing and transfer of Customer Data as described in this clause.
Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1978
Customer Consent to Use of U.S. Customer Proprietary Network Information ("CPNI"). [Not Applicable to Arizona customers.] Verizon and its affiliates (the "Verizon Companies") may need Customer's permission to share information about Customer as described below. The Federal Communications Commission (''FCC”) and various states require Verizon to protect certain information that is made available to it solely by virtue of Customer relationship with it. This information is known as Customer Proprietary Network Information CPNI"), and it includes information relating to the quantity, technical configuration, type, destination, location, and amount of use of Customer telecommunications services purchased (including specific calls Customer makes and receives) and related local and toll billing information. CPNI does not include subscriber lists or published information (listed or unlisted), such as Customer's name, telephone number and address; such information is not subject to the CPNI rules' use limitations. The Verizon Companies acknowledge that Customer has a right under federal and state law to protect the confidentiality of Customer's CPNI, and to direct the Verizon Companies not to use Customer's CPNI or to limit use and disclosure of and access to it, and the Verizon Companies have a duty to comply with the limitations Customer designates. By its signature on this Agreement, Customer grants the Verizon Companies permission, solely for the purpose of offering Customer current and future products and services available from the Verizon Companies and from the Vodafone Companies, to use, to permit access to and to disclose Company's CPNI among the Verizon Companies, to their agents, contractors, and partners, and to the Vodafone Companies. (The ''Vodafone Companies" refers to Vodafone Group PLC, Vodafone Group Service Limited, their affiliates and partner networks).
User Disclosures. THE CUSTOMER UNDERSTANDS AND AGREES THAT IT: (1) HAS NO CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING SERVICE PROVIDER OR ITS AFFILIATES OR CONTRACTORS; (2) IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN MOTOROLA SOLUTIONS INC. AND THE UNDERLYING CARRIER; AND (3) ACKNOWLEDGES AND AGREES THAT THE UNDERLYING CARRIER AND ITS
AFFILIATES AND CONTRACTORS SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO CUSTOMER AND CUSTOMER HEREBY WAIVES ANY AND ALL CLAIMS OR DEMANDS THEREFOR.
LIMITATION OF LIABILITY. NOTWITHSTANDING THE TERMS OF THE PRIMARY AGREEMENT, NEITHER
MOTOROLA NOR VERIZON AND THEIR AFFILIATES AND CONTRACTORS WILL HAVE ANY LIABILITY TO CUSTOMER OR ANY END USER:
A) IF CHANGES IN THE SERVICE OR IN THE VERIZON NETWORK, SYSTEMS, OPERATIONS,
EQUIPMENT, POLICIES OR PROCEDURES RENDER OBSOLETE OR OUTDATED ANY EQUIPMENT, HARDWARE, DEVICES OR SOFTWARE;
B) FOR ANY CAUSES OF ACTION, LOSSES OR DAMAGES OF ANY KIND WHATSOEVER ARISING
OUT OF (I) MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, OR DEFECTS IN FURNISHING
THE SERVICE, (II) FAILURES OR DEFECTS IN THE VERIZON NETWORK OR SYSTEMS,
C) FOR ANY INJURY TO PERSONS OR PROPERTY, LOSSES (INCLUDING ANY LOSS OF
BUSINESS), DAMAGES, CLAIMS OR DEMANDS OF ANY KIND OR NATURE, INCLUDING, BUT
NOT LIMITED TO, USE OR INABILITY TO USE THE SERVICE, RELIANCE BY CUSTOMER ON ANY
DATA PROVIDED OR OBTAINED THROUGH USE OF THE SERVICE, ANY INTERRUPTION,
DEFECT, ERROR, VIRUS, OR DELAY IN OPERATION OR TRANSMISSION, ANY FAILURE TO
TRANSMIT OR ANY LOSS OF DATA ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT. IN NO EVENT SHALL VERIZON, MOTOROLA, OR ITS VENDORS BE LIABLE FOR
LOSSES, DAMAGES, CLAIMS OR EXPENSES OF ANY KIND ARISING OUT OF THE USE OR
ATTEMPTED USE OF, OR THE INABILITY TO ACCESS, LIFE SUPPORT OR MONITORING SYSTEMS OR DEVICES, 911 OR E9l I, OR OTHER EMERGENCY NUMBERS OR SERVICES; OR INTENTIONAL MISCONDUCT. FOR THE AVOIDANCE OF DOUBT, UNDER NO CIRCUMSTANCES SHALL VERIZON'S OR MOTOROLA’S EXERCISE OF ANY RIGHTS SET FORTH IN THIS ADDENDUM BE DEEMED WILLFUL OR INTENTIONAL MISCONDUCT.
Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1979
Subscription Services Addendum
Exhibit A: FirstNet and AT&T Service Terms
Public Safety Entity (“Customer”) Responsibilities for access to and use of “First Net” Service as provided by AT&T
General. The Customer is responsible for complying with AT&T Acceptable Use Policy found at att.com/aup and applicable AT&T Service Guides found at att.com/servicepublications.
Privacy. The Customer is responsible for complying with all applicable privacy laws. The Customer is responsible for obtaining consent from and giving notice to its Users regarding Motorola’s and AT&T’s collection and use of User information in connection with a Service. The Customer will only make accessible or provide Personal Data to Motorola and AT&T when it has the legal authority to do so.
User Eligibility. The Customer shall verify, or assist Motorola and AT&T in verifying, as stated below, the eligibility of its Users to use the Service. The Customer is required to verify and confirm that its Users are authorized and eligible to use Service. The Customer must perform periodic audits on a regular, but not less than once per year, basis to identify any individuals who are no longer eligible for Service. The Customer must produce such information as may be requested through AT&T by the FirstNet Authority and the United States Government to verify eligibility of its users.
Limitations on the Service. THE CUSTOMER ACKNOWLEDGES THAT SERVICE IS MADE AVAILABLE ONLY WITHIN THE OPERATING RANGE OF THE NETWORKS. SERVICE MAY BE TEMPORARILY REFUSED, INTERRUPTED, OR LIMITED BECAUSE OF: (A) FACILITIES LIMITATIONS; (B) TRANSMISSION LIMITATIONS CAUSED BY ATMOSPHERIC,
TERRAIN, OTHER NATURAL OR ARTIFICIAL CONDITIONS ADVERSELY AFFECTING TRANSMISSION, WEAK
BATTERIES, SYSTEM OVERCAPACITY, MOVEMENT OUTSIDE A SERVICE AREA OR GAPS IN COVERAGE IN A SERVICE AREA AND OTHER CAUSES REASONABLY OUTSIDE OF MOTOROLA OR AT&T’S CONTROL SUCH AS, BUT
NOT LIMITED TO, INTENTIONAL OR NEGLIGENT ACTS OF THIRD PARTIES THAT DAMAGE OR IMPAIR THE NETWORK OR DISRUPT SERVICE; OR (C) EQUIPMENT MODIFICATIONS, UPGRADES, RELOCATIONS, REPAIRS, AND OTHER SIMILAR ACTIVITIES NECESSARY FOR THE PROPER OR IMPROVED OPERATION OF SERVICE.
Limitations on Service of Carrier Partners. CARRIER PARTNER NETWORKS ARE MADE AVAILABLE AS-IS AND
MOTOROLA AND AT&T MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE AVAILABILITY OR QUALITY
OF ROAMING SERVICE PROVIDED BY CARRIER PARTNERS, AND MOTOROLA AND AT&T WILL NOT BE LIABLE IN ANY CAPACITY FOR ANY ERRORS, OUTAGES, OR FAILURES OF CARRIER PARTNER NETWORKS. ROAMING ON
CARRIER PARTNER NETWORKS OUTSIDE THE FIRSTNET SERVICE AREA (IF ANY) SHALL BE AVAILABLE AS DESCRIBIED IN THE SERVICE GUIDE.
User Disclosures. THE CUSTOMER UNDERSTANDS AND AGREES THAT IT: (1) HAS NO CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING WIRELESS SERVICE CARRIER; (2) IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN [CUSTOMER] AND THE UNDERLYING CARRIER; (3) THAT THE UNDERLYING CARRIER HAS NO LIABILITY OF ANY KIND TO [USER], WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE; AND (4) THAT DATA TRANSMISSIONS AND MESSAGES MAY BE DELAYED, DELETED OR NOT DELIVERED, AND 911 OR SIMILAR EMERGENCY CALLS MAY NOT BE
COMPLETED
Medical Devices (FDA and HIPAA Responsibilities). The Customer shall be responsible for FDA compliance as a “distributor” of the Device to its users. Except as necessary to provide the Service to the Customer, The Customer shall not convey any protected health information (“PHI”) to AT&T, as that term is defined in the Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health (“HITECH”) Act regulations. Motorola and/or AT&T shall not function as the Customer’s business associate in rendering the Services; such Services will be limited to providing conduit or mere data transmission services to the Customer in accordance with guidance on the “conduit exception” under HIPAA. Each Party shall bear its own costs associated with regulatory compliance.
Audits. Customer may be subject to occasional audits by AT&T or its agents to verify compliance with this Exhibit A.
Motorola Confidential Propritary
Docusign Envelope ID: C13D8E15-FF21-4049-ADC3-9319D5A45079 1980
December 3, 2024
Community Development
DATE: December 3, 2024
TO: Mayor Martinez and Members of the City Council
FROM: Lina Velasco, Director of Community Development
Eva Mann, Code Enforcement Manager
Subject: Purchase of Encrypted Radios for Code Enforcement FINANCIAL IMPACT: The one-time purchase of 11 encrypted hand radios is expected to cost $75,079.72. The funds have been
budgeted in the FY24/25 budget, account string:
01163019-400603.
PREVIOUS COUNCIL
ACTION:
N/A
STATEMENT OF THE
ISSUE:
New radios are needed to comply with the California
Department of Justice (CA DOJ) directive mandating that all public law enforcement agencies encrypt their radio telecommunications by 2023. Given the nature of the
Code Enforcement Division’s work, they are provided
with radios providing direct access to the police
communication dispatch center for officer safety. The
current radios are being phased out and need to be
updated and replaced to transition to the new encryption and radio frequencies.
RECOMMENDED ACTION: APPROVE the purchase of 11 encrypted hand radios from Motorola Solutions, for an expected total cost of
$75,079.72 for Code Enforcement – Community
Development Department (Lina Velasco/Eva Mann 510-
621-1283).
AGENDA
REPORT
1981 424
December 3, 2024
DISCUSSION:
The safety and welfare of City personnel is extremely important and a high priority for management and supervision. Code Enforcement Officers are responsible for the enforcement of private property violations, including vehicle abatement, and vacant structures. In addition, Code Enforcement provides regulatory oversight of commercial cannabis activities as well as alcohol and tobacco retailers. These functions may also require the issuance of administrative citations. Their work often exposes them to hostile individuals and unsafe situations. For safety purposes, Code Enforcement Officers are assigned individual portable radios that provide direct access to the police communication dispatch center. These radios are a necessary tool for officer safety.
In 2023, the Richmond Police Department began transitioning to new encrypted radios provided by Motorola Solutions to comply with the California Department of Justice (CA DOJ) directive mandating that all public law enforcement agencies encrypt their radio telecommunications by 2023. Once this transition is complete, the current radios used by Code Enforcement will become obsolete, and incompatible with the new encryption and radio frequencies. Therefore, City staff are requesting approval to purchase these new radios to maintain access for Code Enforcement Officers.
The initial selection of Motorola Solutions Inc. to be the sole provider of radio equipment was made by the East Bay Regional Communications Systems Authority (EBRCSA), of which, the City of Richmond is a member, to ensure continued interoperability across participating agencies. The price of each radio includes programing to City-requested specifications and radio channels, as well as encryption. Motorola Solutions is the only provider which can supply the encryption for the Motorola system used by Code Enforcement and the Richmond Police Department.
DOCUMENTS ATTACHED:
Attachment 1 – Motorola Quotation
Attachment 2 – Motorola Sole Source
1982 425
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〦⾟⿏⿸《 ⾨⍿⇖⾟〸て⇖《⾺⇗
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〦⾟⿏⿸《 ⾨⍿⇖⾟⾏⇗⎌⎇⎋⎃⎇⇗
う〮⇗
〞㋛㇘㊤マ⇖⾨ぶ㊤マ⎍⎄⎃⎂⎅⎅⎂⎅⎃⎅⎇
⾰㌖㈣ㅤ㉅ぶ㊤ㅤ㇘ㆵ⇖⾨ぶ㊤マ⎍⎃⎄⎂⎅⎃⎂⎅⎃⎅⎈
〞㋛㇘㊤マ⇖⾟㉅マぶ㊤マッ⇖⾗㌟⎍
⿸ㅤイㅏぶマㆇ⇖⿰ぶ㉅㉞㇘ㆵ
⿸ㅤイㅏぶマㆇ⎁⿰ぶ㉅㉞㇘ㆵ#
㆙㇘㊤㇘㉅㇘ㆇぶ㉞㇘ㆇ㋛㊤ㅤ㇘ㆵ㉞⎁イ㇘㆙
⾰ㆵッ⇖⾟㋛㉞㊤㇘㆙マ㉅⎍
〦⾟⿏⿸《 ⾨⍿⇖⾟〸て⇖《⾺⇗
⿰ㅤㆵマ⇖⍸ ㊤マ㆙⇖ ㋛㆙ゎマ㉅ ⾨マ㉞イ㉅ㅤ㈣㊤ㅤ㇘ㆵ 〞㊤㌟ ⿰ㅤ㉞㊤⇖〖㉅ㅤイマ 〮ぶㆇマ⇖〖㉅ㅤイマ ⾰㌖㊤⎁⇖〮ぶㆇマ⇖〖㉅ㅤイマ ⾏〖ぞȞ⇖⎉⎃⎃⎃⇖〮マ㉅ㅤマ㉞ ⾏〖ぞ⎉⎃⎃⎃
⎄ ⿏⎌⎋う⾟⾨⎌〖ざ⎈⾗ ⾏〖ぞ⎉⎃⎃⎃⇖⎊⎂⎋⎃⎃⇖⿸⿏の⇖⿸《⾨⾰⿰
⎄⎁⎈⇖〖《〦〸⾏⾗⿰⾰
⎄⎄ ⎆⍿⎅⎄⎆⎁⎃⎃ ⎅⍿⎆⎇⎈⎁⎇⎌ ⎅⎈⍿⎋⎃⎃⎁⎆⎌
⎄ぶ ⿇⎌⎌⎉⾏う ⾏⾨⾨⎍⇖〖〦《⿇〦⾏⿸⿸ ⿇⇖《ぎ⾰〦
〖⎅⎈⇖⍻《〸⾏〖⍼
⎄⎄ ⎄⎄⎃⎁⎃⎃ ⎋⎃⎁⎆⎃ ⎋⎋⎆⎁⎆⎃
⎄ゎ ⿏⾏⎃⎃⎉⎌⎃⾏⾏ ⾏⾨⾨⎍⇖⎊て⇖⾰〮〮⾰ 〸⾏⿰⇖〮⾰〦ぎ⾟⾰
⿏〸〖
⎄⎄ ⎆⎋⎉⎁⎃⎃ ⎆⎋⎉⎁⎃⎃ ⎇⍿⎅⎇⎉⎁⎃⎃
⎄イ 〞⎆⎉⎄⾏〦 ⾏⾨⾨⎍⇖〖⎅⎈⇖⎌⎉⎃⎃⇖⾗⾏う⾨
〸〦う ⿇
⎄⎄ ⎆⎆⎃⎁⎃⎃ ⎅⎇⎃⎁⎌⎃ ⎅⍿⎉⎇⎌⎁⎌⎃
⎄ッ 〞⾏⎃⎃⎈⎋⎃⾏⾟ ⾏⾨⾨⎍⇖〸⾨⿸⾏⇖《〖⾰〦⾏〸《 ⎄⎄ ⎇⎌⎈⎁⎃⎃ ⎆⎉⎄⎁⎆⎈ ⎆⍿⎌⎊⎇⎁⎋⎈ ⎄マ 〞⾏⎃⎄⎊⎉⎋⾏⾏ ⾰ ⿏⎍⇖⾰ ⿏⾏ ⾟⾰⾨⇖の《 ⾰⇖⾗⾏ ⎄⎄ ⎋⎆⎁⎃⎃ ⎉⎃⎁⎈⎌ ⎉⎉⎉⎁⎇⎌ ⎄ㄊ 〞⎇⎌⎋⾏て ⾰ ⿏⎍⇖⾏〮〸〦《⇖⎅⎈⇖《〸⾏〦⇖ざ⎂
⿸う⿰〸⾰て
⎄⎄ ⎋⎄⎇⎁⎃⎃ ⎈⎌⎇⎁⎅⎅ ⎉⍿⎈⎆⎉⎁⎇⎅
⎄ㅂ ⿏⎆⎋⾗〸 ⾏⾨⾨⎍⇖〮⿸⾏〦〸の《 ⾰
《〖⾰〦⾏〸《
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《〖⾰〦⾏〸《
⎄⎄ ⎈⎉⎊⎁⎃⎃ ⎇⎄⎆⎁⎌⎄ ⎇⍿⎈⎈⎆⎁⎃⎄
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⾏⾨〖
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⍻ ⾏〦⎉⎈⎌⎈⍼
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⎅⎈⎈⎃〸
⎄⎄ ⎄⎉⎋⎁⎉⎆ ⎄⎅⎉⎁⎇⎊ ⎄⍿⎆⎌⎄⎁⎄⎊
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〮〖⾰⾏⾰〦⇖⿸⾟〦《〖⿏《 ⾰⍿〖⎉⎋
〦⾰⿸《〸⾰⇖〮〖⾰⾏⾰〦
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⎄⎄ ⎄⎆⎅⎁⎃⎃ ⎄⎃⎈⎁⎈⎌ ⎄⍿⎄⎉⎄⎁⎇⎌
〞う《〸⾰⎅⎋⎈⎌⎅⎆⎈
⾏ㆵ㌟⇖㉞ぶㆇマ㉞⇖㊤㉅ぶㆵ㉞ぶイ㊤ㅤ㇘ㆵ⇖ㄊ㇘ㆇㆇ㇘㌄ㅤㆵㅂ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖㈺㋛㇘㊤マ⇖ㅤ㉞⇖ゎぶ㉞マッ⇖㇘ㆵ⇖ぶㆵッ⇖㉞㋛ゎㅱマイ㊤⇖㊤㇘⇖㊤ㅏマ⇖㊤マ㉅㆙㉞⇖ぶㆵッ⇖イ㇘ㆵッㅤ㊤ㅤ㇘ㆵ㉞⇖㇘ㄊ⇖㊤ㅏマ⇖㋮ぶㆇㅤッ⇖ぶㆵッ⇖マ㌖マイ㋛㊤マッ⇖㌄㉅ㅤ㊤㊤マㆵ⇖イ㇘ㆵ㊤㉅ぶイ㊤⇖ゎマ㊤㌄ママㆵ⇖⾟㋛㉞㊤㇘㆙マ㉅⇖ぶㆵッ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⇖⍻㊤ㅏマ ⍷⍷うㆵッマ㉅ㆇ㌟ㅤㆵㅂ⇖⾏ㅂ㉅ママ㆙マㆵ㊤⍷⍷⍼⇖㊤ㅏぶ㊤⇖ぶ㋛㊤ㅏ㇘㉅ㅤ㌩マ㉞⇖⾟㋛㉞㊤㇘㆙マ㉅⇖㊤㇘⇖㈣㋛㉅イㅏぶ㉞マ⇖マ㈺㋛ㅤ㈣㆙マㆵ㊤⇖ぶㆵッ⎂㇘㉅⇖㉞マ㉅㋮ㅤイマ㉞⇖㇘㉅⇖ㆇㅤイマㆵ㉞マ⇖㉞㇘ㄊ㊤㌄ぶ㉅マ⇖⍻イ㇘ㆇㆇマイ㊤ㅤ㋮マㆇ㌟⇖⍷⍷〖㉅㇘ッ㋛イ㊤㉞⍷⍷⍼⎁⇖ㄊ⇖ㆵ㇘⇖うㆵッマ㉅ㆇ㌟ㅤㆵㅂ⇖⾏ㅂ㉅ママ㆙マㆵ㊤⇖マ㌖ㅤ㉞㊤㉞⇖ゎマ㊤㌄ママㆵ ⿸㇘㊤㇘㉅㇘ㆇぶ⇖ぶㆵッ⇖⾟㋛㉞㊤㇘㆙マ㉅⍿⇖㊤ㅏマㆵ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖〮㊤ぶㆵッぶ㉅ッ⇖〸マ㉅㆙㉞⇖㇘ㄊ⇖う㉞マ⇖ぶㆵッ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖〮㊤ぶㆵッぶ㉅ッ⇖〸マ㉅㆙㉞⇖ぶㆵッ⇖⾟㇘ㆵッㅤ㊤ㅤ㇘ㆵ㉞⇖㇘ㄊ⇖〮ぶㆇマ㉞⇖ぶㆵッ⇖〮㋛㈣㈣ㆇ㌟⇖㉞ㅏぶㆇㆇ⇖ㅂ㇘㋮マ㉅ㆵ⇖㊤ㅏマ⇖㈣㋛㉅イㅏぶ㉞マ⇖㇘ㄊ⇖㊤ㅏマ⇖〖㉅㇘ッ㋛イ㊤㉞⎁ ⇗⿸㇘㊤㇘㉅㇘ㆇぶ⇖〮㇘ㆇ㋛㊤ㅤ㇘ㆵ㉞⍿⇖ㆵイ⎁⎍⇖⎈⎃⎃⇖ざマ㉞㊤⇖⿸㇘ㆵ㉅㇘マ⍿⇖うㆵㅤ㊤マッ⇖〮㊤ぶ㊤マ㉞⇖⇖⎉⎃⎉⎉⎄⇖⎛⇖⍸⎍⇖⎆⎉⎄⎄⎄⎈⎋⎃⎃⇗⇗ 〖ぶㅂマ⇖⎄
1983 426
⿰ㅤㆵマ⇖⍸ ㊤マ㆙⇖ ㋛㆙ゎマ㉅ ⾨マ㉞イ㉅ㅤ㈣㊤ㅤ㇘ㆵ 〞㊤㌟ ⿰ㅤ㉞㊤⇖〖㉅ㅤイマ 〮ぶㆇマ⇖〖㉅ㅤイマ ⾰㌖㊤⎁⇖〮ぶㆇマ⇖〖㉅ㅤイマ ⎇ 〸 ⎋⎋⎉⎃⾗ ⾟⿏⾏〦⿇⾰〦⍿⇖〮 ⿇⿰⾰う 〸⍿
⿸〖〦⾰〮⇖⎅⍿⇖⎆⾏⍿⇖⎄⎄⎈ぎ⾏⾟⍿⇖う〮⎂ ⾏
⎄⎄ ⎄⎋⎉⎁⎈⎃ ⎄⎆⎌⎁⎋⎋ ⎄⍿⎈⎆⎋⎁⎉⎋
〮㋛ゎ㊤㇘㊤ぶㆇ ⎉⎋⍿⎇⎃⎌⎁⎊⎊
⾰㉞㊤ㅤ㆙ぶ㊤マッ⇖〸ぶ㌖ ⇗⎉⍿⎉⎉⎌⎁⎌⎈⇗
⿇㉅ぶㆵッ⇖〸㇘㊤ぶㆇ ⎊⎈⍿⎃⎊⎌⎁⎊⎅⍻う〮⾨⍼
㇘㊤マ㉞⎍
〞う《〸⾰⎅⎋⎈⎌⎅⎆⎈
⾏ㆵ㌟⇖㉞ぶㆇマ㉞⇖㊤㉅ぶㆵ㉞ぶイ㊤ㅤ㇘ㆵ⇖ㄊ㇘ㆇㆇ㇘㌄ㅤㆵㅂ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖㈺㋛㇘㊤マ⇖ㅤ㉞⇖ゎぶ㉞マッ⇖㇘ㆵ⇖ぶㆵッ⇖㉞㋛ゎㅱマイ㊤⇖㊤㇘⇖㊤ㅏマ⇖㊤マ㉅㆙㉞⇖ぶㆵッ⇖イ㇘ㆵッㅤ㊤ㅤ㇘ㆵ㉞⇖㇘ㄊ⇖㊤ㅏマ⇖㋮ぶㆇㅤッ⇖ぶㆵッ⇖マ㌖マイ㋛㊤マッ⇖㌄㉅ㅤ㊤㊤マㆵ⇖イ㇘ㆵ㊤㉅ぶイ㊤⇖ゎマ㊤㌄ママㆵ⇖⾟㋛㉞㊤㇘㆙マ㉅⇖ぶㆵッ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⇖⍻㊤ㅏマ ⍷⍷うㆵッマ㉅ㆇ㌟ㅤㆵㅂ⇖⾏ㅂ㉅ママ㆙マㆵ㊤⍷⍷⍼⇖㊤ㅏぶ㊤⇖ぶ㋛㊤ㅏ㇘㉅ㅤ㌩マ㉞⇖⾟㋛㉞㊤㇘㆙マ㉅⇖㊤㇘⇖㈣㋛㉅イㅏぶ㉞マ⇖マ㈺㋛ㅤ㈣㆙マㆵ㊤⇖ぶㆵッ⎂㇘㉅⇖㉞マ㉅㋮ㅤイマ㉞⇖㇘㉅⇖ㆇㅤイマㆵ㉞マ⇖㉞㇘ㄊ㊤㌄ぶ㉅マ⇖⍻イ㇘ㆇㆇマイ㊤ㅤ㋮マㆇ㌟⇖⍷⍷〖㉅㇘ッ㋛イ㊤㉞⍷⍷⍼⎁⇖ㄊ⇖ㆵ㇘⇖うㆵッマ㉅ㆇ㌟ㅤㆵㅂ⇖⾏ㅂ㉅ママ㆙マㆵ㊤⇖マ㌖ㅤ㉞㊤㉞⇖ゎマ㊤㌄ママㆵ ⿸㇘㊤㇘㉅㇘ㆇぶ⇖ぶㆵッ⇖⾟㋛㉞㊤㇘㆙マ㉅⍿⇖㊤ㅏマㆵ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖〮㊤ぶㆵッぶ㉅ッ⇖〸マ㉅㆙㉞⇖㇘ㄊ⇖う㉞マ⇖ぶㆵッ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖〮㊤ぶㆵッぶ㉅ッ⇖〸マ㉅㆙㉞⇖ぶㆵッ⇖⾟㇘ㆵッㅤ㊤ㅤ㇘ㆵ㉞⇖㇘ㄊ⇖〮ぶㆇマ㉞⇖ぶㆵッ⇖〮㋛㈣㈣ㆇ㌟⇖㉞ㅏぶㆇㆇ⇖ㅂ㇘㋮マ㉅ㆵ⇖㊤ㅏマ⇖㈣㋛㉅イㅏぶ㉞マ⇖㇘ㄊ⇖㊤ㅏマ⇖〖㉅㇘ッ㋛イ㊤㉞⎁ ⇗⿸㇘㊤㇘㉅㇘ㆇぶ⇖〮㇘ㆇ㋛㊤ㅤ㇘ㆵ㉞⍿⇖ㆵイ⎁⎍⇖⎈⎃⎃⇖ざマ㉞㊤⇖⿸㇘ㆵ㉅㇘マ⍿⇖うㆵㅤ㊤マッ⇖〮㊤ぶ㊤マ㉞⇖⇖⎉⎃⎉⎉⎄⇖⎛⇖⍸⎍⇖⎆⎉⎄⎄⎄⎈⎋⎃⎃⇗⇗ 〖ぶㅂマ⇖⎅
1984 427
1985 428
429 1986
11 20 2024
1987 430
1988 431
1989 432
September 23, 2025
Library and Community Services
DATE: September 23, 2025
TO: Mayor Martinez and Members of the City Council
FROM: Sam Vaughn, ONS and CCRP Deputy Director
Michael Romero, CCRP Program Manager
Joan Binalinbing, Associate Administrative Analyst
Subject: Purchase of Hand and Mobile Encrypted Radios from Motorola Solutions, Inc. for the ROCK Program
FINANCIAL IMPACT: The proposed $43,406 expenditure for the one-time purchase of 6 encrypted hand radios and 2 mobile radios is included within the fiscal year 2025-2026 budget,
Community Crisis Response Program (Account String:
01401113 - 400201).
PREVIOUS COUNCIL
ACTION:
None.
STATEMENT OF THE
ISSUE:
The Community Crisis Response Program’s field
responders need radios that provide direct access to the police communication dispatch center for communication
and responder safety. The radios need to comply with the California Department of Justice (CA DOJ) directive
mandating that all public law enforcement agencies
encrypt their radios.
AGENDA
REPORT
1990 171
September 23, 2025
RECOMMENDED ACTION: APPROVE the purchase of six (6) hand encrypted radios and two (2) mobile radios from Motorola Solutions, in an amount not to exceed $43,406.21 for the Community
Crisis Response Program – Community Services (Sam
Vaughn 510-620-5404/Michael Romero 510-620-
6791/Joan Binalinbing 510-620-6531).
DISCUSSION:
The Community Crisis Response Program (CCRP) will function as an additional response related to non-violent and non-medical, low-acuity calls. The safety and welfare of CCRP Community Intervention Specialists, Reach Out with Compassion and Kindness (ROCK) responders, is extremely important for management. ROCK responders will be delivering crisis services to the Richmond community after appropriate direction from Richmond’s Communication Dispatch center (Dispatch) while on Richmond Fire’s channel. The program will be comprised of extensively trained mobile community responders that can respond in a respectful and non-stigmatizing manner. They will be trained in proper usage of the radios and communication with Dispatch.
ROCK Responders understand that calls may become escalated and may be exposed to hostile individuals and unsafe situations. Other situations can also include the safety and the wellbeing of the community members needing additional support from Richmond Police, Fire, or EMS. For safety purposes, ROCK responders are assigned individual portable radios that provide direct access to Dispatch. These radios are a necessary tool not just for receiving calls for a ROCK response, but for responder and community member safety. The radios will allow calls for immediate help on behalf of the community members in crisis.
In 2023, the Richmond Police Department, which includes Dispatch, and the Richmond Fire Department began transitioning to new encrypted radios provided by Motorola Solutions to comply with the California Department of Justice (CA DOJ) directive mandating that all public law enforcement agencies encrypt their radio telecommunications by 2023. Due to this, CCRP's Community Intervention Specialists need to use equipment that is compatible with the encryption and radio frequencies Dispatch uses. Therefore, staff are requesting approval to purchase radios to retain communication with Dispatch. The price of each radio includes programming to the required specifications and radio channels, as well as encryption.
The initial selection of Motorola Solutions Inc. to be the sole provider of radio equipment was made by the East Bay Regional Communications Systems Authority (EBRCSA), of which the City of Richmond is a member, to ensure continued interoperability across participating agencies (Attachment 1). Motorola Solutions is the only provider which can supply the encryption for the Motorola system used by Community Crisis Response and the Richmond Police Department’s Dispatch.
1991 172
September 23, 2025
ATTACHMENTS
Attachment 1 – Sole Source
Attachment 2 – Motorola Quote
1992 173
4/15/25
Sue
Hartman
Digitally signed
by Sue Hartman
Date:
2025.04.18
16:37:15 -07'00'
1993 174
1994 175
1995 176
1996 177
4/15/25
5 19 2025
1997 178
⾗ㅤㆇㆇㅤㆵㅂ⇖⾏ッッ㉅マ㉞㉞⎍
〦⾟⿏⿸《 ⾨⍿⇖⾟〸て⇖《⾺⇗
⎇⎈⎃⇖⾟ぎ⾟⇖⾟⾰ 〸⾰〦⇖〖⿰の⇗
〦⾟⿏⿸《 ⾨⍿⇖⾟⾏⇗⎌⎇⎋⎃⎇⇗
う〮⇗
〞㋛㇘㊤マ⇖⾨ぶ㊤マ⎍⎃⎆⎂⎅⎉⎂⎅⎃⎅⎈
⾰㌖㈣ㅤ㉅ぶ㊤ㅤ㇘ㆵ⇖⾨ぶ㊤マ⎍⎃⎌⎂⎅⎉⎂⎅⎃⎅⎈
〞㋛㇘㊤マ⇖⾟㉅マぶ㊤マッ⇖⾗㌟⎍
⿸ㅤイㅏぶマㆇ⇖⿰ぶ㉅㉞㇘ㆵ
⿸ㅤイㅏぶマㆇ⎁⿰ぶ㉅㉞㇘ㆵ#
㆙㇘㊤㇘㉅㇘ㆇぶ㉞㇘ㆇ㋛㊤ㅤ㇘ㆵ㉞⎁イ㇘㆙
⾰ㆵッ⇖⾟㋛㉞㊤㇘㆙マ㉅⎍
〦⾟⿏⿸《 ⾨⍿⇖⾟〸て⇖《⾺⇗
⾟㇘ㆵ㊤㉅ぶイ㊤⎍⇗⇖⎆⎌⎅⎅⎌⇖⇖⾟《 〸〦⾏⇖⾟《〮〸⾏
⾟《う 〸て⍿⇖⾟⾏
⾏⿇〦⾰⾰⿸⾰ 〸⎍⇖〮〸⾏〸⾰⇖《⾺⇖⾟⾏⿰⾺《〦 ⾏
⿰ㅤㆵマ⇖⍸ ㊤マ㆙⇖ ㋛㆙ゎマ㉅ ⾨マ㉞イ㉅ㅤ㈣㊤ㅤ㇘ㆵ 〞㊤㌟ ⿰ㅤ㉞㊤⇖〖㉅ㅤイマ 〮ぶㆇマ⇖〖㉅ㅤイマ ⾰㌖㊤⎁⇖〮ぶㆇマ⇖〖㉅ㅤイマ ⾏〖ぞȞ⇖⎉⎈⎃⎃⇖⎂⇖⾰ㆵㅏ⇖〮マ㉅ㅤマ㉞ ⾰ ⿏⾏ ⾟⾰⾨⾏〖ぞ⎉⎈⎃⎃
⎄ ⿸⎅⎈う〦〮⎌〖ざ⎄⾗ ⾏〖ぞ⎉⎈⎃⎃⇖⾰ ⿏⾏ ⾟⾰⾨⇖⎊⎂⎋⎃⎃
⿸⿏の⇖⿸《⾗⿰⾰
⎅ ⎆⍿⎊⎉⎇⎁⎃⎃ ⎅⍿⎆⎆⎈⎁⎈⎉ ⎇⍿⎉⎊⎄⎁⎄⎅
⎄ぶ ⿇⾏⎃⎃⎅⎈⎃⾏⾏ ⾏⾨⾨⎍⇖⿇ 〮〮⎂⾗〸ざ⾺⇖〸⿏〦う⇖⿸ 〸
⾏ 〸⍿⇖⎄⎊⾺〸⇖⿰《ざ⇖⿰《〮〮⇖〖⾺〖⎄⎃⎃⾏⎂
⎅⎇⎃⍿⇖〞⿸⾏
⎅ ⎄⎄⎋⎁⎃⎃ ⎊⎆⎁⎅⎅ ⎄⎇⎉⎁⎇⎇
⎄ゎ ⿏⾏⎃⎃⎉⎌⎇⾏⾏ ⾏⾨⾨⎍⇖⎊て⇖⾰〮〮⾰ 〸⾏⿰⇖〮⾰〦ぎ⾟⾰
⿏〸⿸
⎅ ⎉⎃⎇⎁⎋⎃ ⎉⎃⎇⎁⎋⎃ ⎄⍿⎅⎃⎌⎁⎉⎃
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⾏〖ぞ⎉⎈⎃⎃
⎅ ⎄⍿⎇⎄⎅⎁⎃⎃ ⎋⎊⎉⎁⎄⎈ ⎄⍿⎊⎈⎅⎁⎆⎃
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⾏〖ぞ
⎅ ⎊⎄⎁⎃⎃ ⎇⎇⎁⎃⎉ ⎋⎋⎁⎄⎅
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〮《⾺〸ざ⾏〦⾰
⎅ ⎃⎁⎃⎃ ⎃⎁⎃⎃ ⎃⎁⎃⎃
⎄ㅤ ⿇⎆⎆⎈⾏ざ ⾏⾨⾨⎍⇖⾏ 〸⇖⎄⎂⎇⇖ざ⾏ぎ⾰
⎊⎉⎅⎋⎊⎃⿸⿏の
⎅ ⎄⎉⎁⎃⎃ ⎌⎁⎌⎆ ⎄⎌⎁⎋⎉
⎄ㅱ ⿇⎋⎃⎉⾗⿰ ⾰ ⿏⎍⇖⾏〮〸〦《⇖⾨⿇〸⾏⿰⇖⾟⾏⇖《〖
⾏〖ぞ
⎅ ⎉⎃⎊⎁⎃⎃ ⎆⎊⎉⎁⎉⎇ ⎊⎈⎆⎁⎅⎋
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⎅ ⎋⎈⎁⎃⎃ ⎈⎅⎁⎊⎇ ⎄⎃⎈⎁⎇⎋
⎄㆙ 〞⾏⎃⎌⎄⎄⎆⾏⾗ ⾏⾨⾨⎍⇖⾗⾏〮⾰⿰ ⾰⇖〦⾰⿰⾰⾏〮⾰⇖〮ざ ⎅ ⎃⎁⎃⎃ ⎃⎁⎃⎃ ⎃⎁⎃⎃ 〞う《〸⾰⎆⎃⎉⎈⎈⎄⎋
⾏ㆵ㌟⇖㉞ぶㆇマ㉞⇖㊤㉅ぶㆵ㉞ぶイ㊤ㅤ㇘ㆵ⇖ㄊ㇘ㆇㆇ㇘㌄ㅤㆵㅂ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖㈺㋛㇘㊤マ⇖ㅤ㉞⇖ゎぶ㉞マッ⇖㇘ㆵ⇖ぶㆵッ⇖㉞㋛ゎㅱマイ㊤⇖㊤㇘⇖㊤ㅏマ⇖㊤マ㉅㆙㉞⇖ぶㆵッ⇖イ㇘ㆵッㅤ㊤ㅤ㇘ㆵ㉞⇖㇘ㄊ⇖㊤ㅏマ⇖㋮ぶㆇㅤッ⇖ぶㆵッ⇖マ㌖マイ㋛㊤マッ⇖㌄㉅ㅤ㊤㊤マㆵ⇖イ㇘ㆵ㊤㉅ぶイ㊤⇖ゎマ㊤㌄ママㆵ⇖⾟㋛㉞㊤㇘㆙マ㉅⇖ぶㆵッ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⇖⍻㊤ㅏマ ⍷⍷うㆵッマ㉅ㆇ㌟ㅤㆵㅂ⇖⾏ㅂ㉅ママ㆙マㆵ㊤⍷⍷⍼⇖㊤ㅏぶ㊤⇖ぶ㋛㊤ㅏ㇘㉅ㅤ㌩マ㉞⇖⾟㋛㉞㊤㇘㆙マ㉅⇖㊤㇘⇖㈣㋛㉅イㅏぶ㉞マ⇖マ㈺㋛ㅤ㈣㆙マㆵ㊤⇖ぶㆵッ⎂㇘㉅⇖㉞マ㉅㋮ㅤイマ㉞⇖㇘㉅⇖ㆇㅤイマㆵ㉞マ⇖㉞㇘ㄊ㊤㌄ぶ㉅マ⇖⍻イ㇘ㆇㆇマイ㊤ㅤ㋮マㆇ㌟⇖⍷⍷〖㉅㇘ッ㋛イ㊤㉞⍷⍷⍼⎁⇖ㄊ⇖ㆵ㇘⇖うㆵッマ㉅ㆇ㌟ㅤㆵㅂ⇖⾏ㅂ㉅ママ㆙マㆵ㊤⇖マ㌖ㅤ㉞㊤㉞⇖ゎマ㊤㌄ママㆵ ⿸㇘㊤㇘㉅㇘ㆇぶ⇖ぶㆵッ⇖⾟㋛㉞㊤㇘㆙マ㉅⍿⇖㊤ㅏマㆵ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖〮㊤ぶㆵッぶ㉅ッ⇖〸マ㉅㆙㉞⇖㇘ㄊ⇖う㉞マ⇖ぶㆵッ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖〮㊤ぶㆵッぶ㉅ッ⇖〸マ㉅㆙㉞⇖ぶㆵッ⇖⾟㇘ㆵッㅤ㊤ㅤ㇘ㆵ㉞⇖㇘ㄊ⇖〮ぶㆇマ㉞⇖ぶㆵッ⇖〮㋛㈣㈣ㆇ㌟⇖㉞ㅏぶㆇㆇ⇖ㅂ㇘㋮マ㉅ㆵ⇖㊤ㅏマ⇖㈣㋛㉅イㅏぶ㉞マ⇖㇘ㄊ⇖㊤ㅏマ⇖〖㉅㇘ッ㋛イ㊤㉞⎁ ⇗⿸㇘㊤㇘㉅㇘ㆇぶ⇖〮㇘ㆇ㋛㊤ㅤ㇘ㆵ㉞⍿⇖ㆵイ⎁⎍⇖⎈⎃⎃⇖ざマ㉞㊤⇖⿸㇘ㆵ㉅㇘マ⍿⇖うㆵㅤ㊤マッ⇖〮㊤ぶ㊤マ㉞⇖⇖⎉⎃⎉⎉⎄⇖⎛⇖⍸⎍⇖⎆⎉⎄⎄⎄⎈⎋⎃⎃⇗⇗ 〖ぶㅂマ⇖⎄
1998 179
⿰ㅤㆵマ⇖⍸ ㊤マ㆙⇖ ㋛㆙ゎマ㉅ ⾨マ㉞イ㉅ㅤ㈣㊤ㅤ㇘ㆵ 〞㊤㌟ ⿰ㅤ㉞㊤⇖〖㉅ㅤイマ 〮ぶㆇマ⇖〖㉅ㅤイマ ⾰㌖㊤⎁⇖〮ぶㆇマ⇖〖㉅ㅤイマ ⎄ㆵ ⿇⾏⎃⎄⎉⎆⎃⾏⾏ ⾏⾨⾨⎍⇖〮⿸⾏〦〸⾟《 ⾰⾟〸 ⎅ ⎃⎁⎃⎃ ⎃⎁⎃⎃ ⎃⎁⎃⎃
⎄㇘ ⿇⎄⎌⎆⾏ ⾏⾨⾨⎍⇖⾏⾨〖⇖《 ⿰て⇖⍻ 《 〖⎅⎈⇖⾟⾏〖
⾟《⿸〖⿰⾏ 〸⍼⇖⍻う〮⇖《 ⿰て⍼
⎅ ⎃⎁⎃⎃ ⎃⎁⎃⎃ ⎃⎁⎃⎃
⎄㈣ ⿇⎆⎉⎄⾏⿏ ⾰ ⿏⎍⇖〖⎅⎈⇖〸〦う ⿇
〮《⾺〸ざ⾏〦⾰⇖⾏〖ぞ
⎅ ⎆⎈⎆⎁⎃⎃ ⎅⎄⎌⎁⎃⎇ ⎇⎆⎋⎁⎃⎋
⾏〖ぞȞ⇖⎉⎃⎃⎃⇖〮マ㉅ㅤマ㉞ ⾏〖ぞ⎉⎃⎃⎃
⎅ ⿏⎌⎋う⾟⾨⎌〖ざ⎈⾗ ⾏〖ぞ⎉⎃⎃⎃⇖⎊⎂⎋⎃⎃⇖⿸⿏の⇖⿸《⾨⾰⿰⇖⎄⎁⎈
〖《〦〸⾏⾗⿰⾰
⎉ ⎆⍿⎈⎃⎉⎁⎃⎃ ⎅⍿⎄⎊⎈⎁⎇⎊ ⎄⎆⍿⎃⎈⎅⎁⎋⎅
⎅ぶ ⿏⾏⎃⎃⎉⎌⎃⾏⾏ ⾏⾨⾨⎍⇖⎊て⇖⾰〮〮⾰ 〸⾏⿰⇖〮⾰〦ぎ⾟⾰
⿏〸〖
⎉ ⎆⎋⎉⎁⎃⎃ ⎆⎋⎉⎁⎃⎃ ⎅⍿⎆⎄⎉⎁⎃⎃
⎅ゎ 〞⎉⎉⎊⾗⾗ ⾏⾨⾨⎍⇖⾏⾨〖⇖《 ⿰て⇖⍻ 《 〖⎅⎈⇖⾟⾏〖
⾟《⿸〖⿰⾏ 〸⍼⇖⍻う〮⇖《 ⿰て⍼
⎉ ⎃⎁⎃⎃ ⎃⎁⎃⎃ ⎃⎁⎃⎃
⎅イ 〞⎆⎉⎄⾏〦 ⾏⾨⾨⎍⇖〖⎅⎈⇖⎌⎉⎃⎃⇖⾗⾏う⾨
〸〦う ⿇
⎉ ⎆⎈⎆⎁⎃⎃ ⎅⎄⎌⎁⎃⎇ ⎄⍿⎆⎄⎇⎁⎅⎇
⎅ッ ⿏⎆⎋⾗〸 ⾏⾨⾨⎍⇖〮⿸⾏〦〸の《 ⾰⇖《〖⾰〦⾏〸《 ⎉ ⎄⍿⎇⎄⎅⎁⎃⎃ ⎋⎊⎉⎁⎄⎈ ⎈⍿⎅⎈⎉⎁⎌⎃ ⎅マ 〞⾏⎃⎃⎈⎋⎃⾏⾟ ⾏⾨⾨⎍⇖〸⾨⿸⾏⇖《〖⾰〦⾏〸《 ⎉ ⎈⎆⎃⎁⎃⎃ ⎆⎅⎋⎁⎋⎊ ⎄⍿⎌⎊⎆⎁⎅⎅ ⎅ㄊ 〞⾏⎃⎄⎊⎉⎋⾏⾏ ⾰ ⿏⎍⇖⾰ ⿏⾏ ⾟⾰⾨⇖の《 ⾰⇖⾗⾏ ⎉ ⎋⎌⎁⎃⎃ ⎈⎈⎁⎅⎅ ⎆⎆⎄⎁⎆⎅ ⎅ㅂ 〞⾏⎃⎌⎄⎄⎆⾏⾗ ⾏⾨⾨⎍⇖⾗⾏〮⾰⿰ ⾰⇖〦⾰⿰⾰⾏〮⾰⇖〮ざ ⎉ ⎃⎁⎃⎃ ⎃⎁⎃⎃ ⎃⎁⎃⎃ ⎅ㅏ 〞⎋⎃⎉⾗⿸ ⾏⾨⾨⎍⇖⾏〮〸〦《⇖⾨⿇〸⾏⿰⇖⾟⾏
《〖⾰〦⾏〸《
⎉ ⎉⎃⎊⎁⎃⎃ ⎆⎊⎉⎁⎉⎇ ⎅⍿⎅⎈⎌⎁⎋⎇
⎆ 〖⿸⿸ ⎇⎃⎌⎌⾟⿰ ⾏う⾨《⇖⾏⾟⾟⾰〮〮《〦て〦⾰⿸《〸⾰
〮〖⾰⾏⾰〦⇖⿸⾟〦《〖⿏《 ⾰⍿〖⎉⎋
〦⾰⿸《〸⾰⇖〮〖⾰⾏⾰〦
⿸⾟〦《〖⿏《 ⾰⍿⎆⎁⎈⿸⿸⍿う⿰
⎉ ⎄⎈⎅⎁⎈⎇ ⎄⎅⎅⎁⎃⎅ ⎊⎆⎅⎁⎄⎅
⎇ 〸 ⎋⎋⎉⎃⾏ ⾟⿏⾏〦⿇⾰〦⍿⇖〮 ⿇⿰⾰う 〸⍿
⿸〖〦⾰〮⇖⎅⍿⇖⎆⾏⍿⇖⎄⎄⎈ぎ⾏⾟⍿⇖う〮⎂ ⾏
⎉ ⎄⎌⎌⎁⎈⎉ ⎄⎇⎌⎁⎉⎊ ⎋⎌⎋⎁⎃⎅
〮㋛ゎ㊤㇘㊤ぶㆇ ⎆⎌⍿⎈⎈⎃⎁⎃⎋
⾰㉞㊤ㅤ㆙ぶ㊤マッ⇖〸ぶ㌖ ⇗⎆⍿⎋⎈⎉⎁⎄⎆⇗
⿇㉅ぶㆵッ⇖〸㇘㊤ぶㆇ ⎇⎆⍿⎇⎃⎉⎁⎅⎄⍻う〮⾨⍼
㇘㊤マ㉞⎍
〞う《〸⾰⎆⎃⎉⎈⎈⎄⎋
⾏ㆵ㌟⇖㉞ぶㆇマ㉞⇖㊤㉅ぶㆵ㉞ぶイ㊤ㅤ㇘ㆵ⇖ㄊ㇘ㆇㆇ㇘㌄ㅤㆵㅂ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖㈺㋛㇘㊤マ⇖ㅤ㉞⇖ゎぶ㉞マッ⇖㇘ㆵ⇖ぶㆵッ⇖㉞㋛ゎㅱマイ㊤⇖㊤㇘⇖㊤ㅏマ⇖㊤マ㉅㆙㉞⇖ぶㆵッ⇖イ㇘ㆵッㅤ㊤ㅤ㇘ㆵ㉞⇖㇘ㄊ⇖㊤ㅏマ⇖㋮ぶㆇㅤッ⇖ぶㆵッ⇖マ㌖マイ㋛㊤マッ⇖㌄㉅ㅤ㊤㊤マㆵ⇖イ㇘ㆵ㊤㉅ぶイ㊤⇖ゎマ㊤㌄ママㆵ⇖⾟㋛㉞㊤㇘㆙マ㉅⇖ぶㆵッ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⇖⍻㊤ㅏマ ⍷⍷うㆵッマ㉅ㆇ㌟ㅤㆵㅂ⇖⾏ㅂ㉅ママ㆙マㆵ㊤⍷⍷⍼⇖㊤ㅏぶ㊤⇖ぶ㋛㊤ㅏ㇘㉅ㅤ㌩マ㉞⇖⾟㋛㉞㊤㇘㆙マ㉅⇖㊤㇘⇖㈣㋛㉅イㅏぶ㉞マ⇖マ㈺㋛ㅤ㈣㆙マㆵ㊤⇖ぶㆵッ⎂㇘㉅⇖㉞マ㉅㋮ㅤイマ㉞⇖㇘㉅⇖ㆇㅤイマㆵ㉞マ⇖㉞㇘ㄊ㊤㌄ぶ㉅マ⇖⍻イ㇘ㆇㆇマイ㊤ㅤ㋮マㆇ㌟⇖⍷⍷〖㉅㇘ッ㋛イ㊤㉞⍷⍷⍼⎁⇖ㄊ⇖ㆵ㇘⇖うㆵッマ㉅ㆇ㌟ㅤㆵㅂ⇖⾏ㅂ㉅ママ㆙マㆵ㊤⇖マ㌖ㅤ㉞㊤㉞⇖ゎマ㊤㌄ママㆵ ⿸㇘㊤㇘㉅㇘ㆇぶ⇖ぶㆵッ⇖⾟㋛㉞㊤㇘㆙マ㉅⍿⇖㊤ㅏマㆵ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖〮㊤ぶㆵッぶ㉅ッ⇖〸マ㉅㆙㉞⇖㇘ㄊ⇖う㉞マ⇖ぶㆵッ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖〮㊤ぶㆵッぶ㉅ッ⇖〸マ㉅㆙㉞⇖ぶㆵッ⇖⾟㇘ㆵッㅤ㊤ㅤ㇘ㆵ㉞⇖㇘ㄊ⇖〮ぶㆇマ㉞⇖ぶㆵッ⇖〮㋛㈣㈣ㆇ㌟⇖㉞ㅏぶㆇㆇ⇖ㅂ㇘㋮マ㉅ㆵ⇖㊤ㅏマ⇖㈣㋛㉅イㅏぶ㉞マ⇖㇘ㄊ⇖㊤ㅏマ⇖〖㉅㇘ッ㋛イ㊤㉞⎁ ⇗⿸㇘㊤㇘㉅㇘ㆇぶ⇖〮㇘ㆇ㋛㊤ㅤ㇘ㆵ㉞⍿⇖ㆵイ⎁⎍⇖⎈⎃⎃⇖ざマ㉞㊤⇖⿸㇘ㆵ㉅㇘マ⍿⇖うㆵㅤ㊤マッ⇖〮㊤ぶ㊤マ㉞⇖⇖⎉⎃⎉⎉⎄⇖⎛⇖⍸⎍⇖⎆⎉⎄⎄⎄⎈⎋⎃⎃⇗⇗ 〖ぶㅂマ⇖⎅
1999 180
⾗ㅤㆇㆇㅤㆵㅂ⇖⾏ッッ㉅マ㉞㉞⎍
〦⾟⿏⿸《 ⾨⇖〖《⿰⾟⾰⇖⾨⾰〖〸⇗
〖《⇖⾗《ぞ⇖⎇⎃⎇⎉⇗
〦⾟⿏⿸《 ⾨⍿⇖⾟⾏⇗⎌⎇⎋⎃⎇⇗
う〮⇗
〞㋛㇘㊤マ⇖⾨ぶ㊤マ⎍⎃⎌⎂⎃⎈⎂⎅⎃⎅⎈
⾰㌖㈣ㅤ㉅ぶ㊤ㅤ㇘ㆵ⇖⾨ぶ㊤マ⎍⎄⎄⎂⎃⎇⎂⎅⎃⎅⎈
〞㋛㇘㊤マ⇖⾟㉅マぶ㊤マッ⇖⾗㌟⎍
⿸ㅤイㅏぶマㆇ⇖⿰ぶ㉅㉞㇘ㆵ
⿸ㅤイㅏぶマㆇ⎁⿰ぶ㉅㉞㇘ㆵ#
㆙㇘㊤㇘㉅㇘ㆇぶ㉞㇘ㆇ㋛㊤ㅤ㇘ㆵ㉞⎁イ㇘㆙
⾰ㆵッ⇖⾟㋛㉞㊤㇘㆙マ㉅⎍
〦⾟⿏⿸《 ⾨⇖〖《⿰⾟⾰⇖⾨⾰〖〸⇗
て㋮㇘ㆵㆵマ⇗⿰ㅤ㆙ぶ⇗
ㆇㅤ㆙ぶ⎄⎊⎋⎈#㉅ㅤイㅏ㆙㇘ㆵッ㈣ッ⎁ㆵマ㊤⇗
⎈⎄⎃⎉⎄⎈⎈⎊⎊⎉⇗
⾟㇘ㆵ㊤㉅ぶイ㊤⎍⇗⇖⎆⎌⎅⎅⎌⇖⇖⾟《 〸〦⾏⇖⾟《〮〸⾏
⾟《う 〸て⍿⇖⾟⾏
⿰ㅤㆵマ⇖⍸ ㊤マ㆙⇖ ㋛㆙ゎマ㉅ ⾨マ㉞イ㉅ㅤ㈣㊤ㅤ㇘ㆵ 〞㊤㌟ ⿰ㅤ㉞㊤⇖〖㉅ㅤイマ 〮ぶㆇマ⇖〖㉅ㅤイマ ⾰㌖㊤⎁⇖〮ぶㆇマ⇖〖㉅ㅤイマ ⾏〖ぞȞ⇖⎉⎈⎃⎃⇖⎂⇖⾰ㆵㅏ⇖〮マ㉅ㅤマ㉞ ⾰ ⿏⾏ ⾟⾰⾨⾏〖ぞ⎉⎈⎃⎃
⎄ ⿸⎅⎈う〦〮⎌〖ざ⎄⾗ ⿸《⾗⿰⾰⇖〦⾏⾨《⇖⾏〖ぞ⎉⎈⎃⎃
⾰ ⿏⾏ ⾟⾰⾨⇖⎊⎂⎋⎃⎃⇖⿸⿏の
⎆⎈ ⎆⍿⎊⎉⎇⎁⎃⎃ ⎅⍿⎆⎆⎈⎁⎈⎉ ⎋⎄⍿⎊⎇⎇⎁⎉⎃
⎄ぶ ⿇⎌⎌⎉⾏〮 〮《⾺〸ざ⾏〦⾰⇖⿰⾟⾰ 〮⾰⇖⾰ ⿏⎍⇖《ぎ⾰〦
〸⿏⾰⇖⾏〦⇖〖〦《ぎ〮《 ⿇
⎆⎈ ⎄⎄⎋⎁⎃⎃ ⎊⎆⎁⎅⎅ ⎅⍿⎈⎉⎅⎁⎊⎃
⎄ゎ ⿇⾏⎃⎃⎅⎈⎃⾏⾏ ⾏⾨⾨⎍⇖⿇ 〮〮⎂⾗〸ざ⾺⇖〸⿏〦う⇖⿸ 〸
⾏ 〸⍿⇖⎄⎊⾺〸⇖⿰《ざ⇖⿰《〮〮⇖〖⾺〖⎄⎃⎃⾏⎂
⎅⎇⎃⍿⇖〞⿸⾏
⎆⎈ ⎄⎄⎋⎁⎃⎃ ⎊⎆⎁⎅⎅ ⎅⍿⎈⎉⎅⎁⎊⎃
⎄イ ⿏⾏⎃⎃⎉⎌⎇⾏⾏ ⾏⾨⾨⎍⇖⎊て⇖⾰〮〮⾰ 〸⾏⿰⇖〮⾰〦ぎ⾟⾰
⿏〸⿸
⎆⎈ ⎉⎃⎇⎁⎋⎃ ⎉⎃⎇⎁⎋⎃ ⎅⎄⍿⎄⎉⎋⎁⎃⎃
⎄ッ ⿇⾏⎃⎃⎈⎋⎃⾏⾏ ⾏⾨⾨⎍⇖〸⾨⿸⾏⇖《〖⾰〦⾏〸《 ⎆⎈ ⎈⎆⎃⎁⎃⎃ ⎆⎅⎋⎁⎋⎊ ⎄⎄⍿⎈⎄⎃⎁⎇⎈ ⎄マ ⿇⎈⎄⾏う 〮《⾺〸ざ⾏〦⾰⇖⿰⾟⾰ 〮⾰⇖⾰ ⿏⎍
〮⿸⾏〦〸の《 ⾰⇖《〖⾰〦⾏〸《
⾏〖ぞ⎉⎈⎃⎃
⎆⎈ ⎄⍿⎇⎄⎅⎁⎃⎃ ⎋⎊⎉⎁⎄⎈ ⎆⎃⍿⎉⎉⎈⎁⎅⎈
⎄ㄊ ⿇⎉⎊⾨〸 ⾏⾨⾨⎍⇖〦⾰⿸《〸⾰⇖⿸《う 〸⇖⾰⎈
⾏〖ぞ⿸
⎆⎈ ⎆⎈⎃⎁⎃⎃ ⎅⎄⎊⎁⎄⎋ ⎊⍿⎉⎃⎄⎁⎆⎃
⎄ㅂ ⿇⎅⎌⎋⾏〮 〮《⾺〸ざ⾏〦⾰⇖⿰⾟⾰ 〮⾰⇖⾰ ⿏⎍
⾏〮〸〦《⇖⎅⎈⇖《〸⾏〦⇖ざ⎂⇖⿸う⿰〸⾰て
⎆⎈ ⎋⎊⎄⎁⎃⎃ ⎈⎇⎃⎁⎇⎉ ⎄⎋⍿⎌⎄⎉⎁⎄⎃
⎄ㅏ ⾗⎄⎋⾟〦 ⾏⾨⾨⎍⇖⾏うぞ⿰⾏〦て⇖〮〖〦⇖⎊⎁⎈⇖ざ⾏〸〸
⾏〖ぞ
⎆⎈ ⎊⎄⎁⎃⎃ ⎇⎇⎁⎃⎉ ⎄⍿⎈⎇⎅⎁⎄⎃
⎄ㅤ ⿇⎋⎇⎆⾏⿏ ⾏⾨⾨⎍⇖⾏⾰〮⇖⾰ ⾟〦て〖〸《 ⇖⾏ ⾨
⾏⾨〖
⎆⎈ ⎈⎉⎃⎁⎃⎃ ⎆⎇⎊⎁⎇⎋ ⎄⎅⍿⎄⎉⎄⎁⎋⎃
〞う《〸⾰⎆⎅⎋⎊⎆⎃⎄
⾏ㆵ㌟⇖㉞ぶㆇマ㉞⇖㊤㉅ぶㆵ㉞ぶイ㊤ㅤ㇘ㆵ⇖ㄊ㇘ㆇㆇ㇘㌄ㅤㆵㅂ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖㈺㋛㇘㊤マ⇖ㅤ㉞⇖ゎぶ㉞マッ⇖㇘ㆵ⇖ぶㆵッ⇖㉞㋛ゎㅱマイ㊤⇖㊤㇘⇖㊤ㅏマ⇖㊤マ㉅㆙㉞⇖ぶㆵッ⇖イ㇘ㆵッㅤ㊤ㅤ㇘ㆵ㉞⇖㇘ㄊ⇖㊤ㅏマ⇖㋮ぶㆇㅤッ⇖ぶㆵッ⇖マ㌖マイ㋛㊤マッ⇖㌄㉅ㅤ㊤㊤マㆵ⇖イ㇘ㆵ㊤㉅ぶイ㊤⇖ゎマ㊤㌄ママㆵ⇖⾟㋛㉞㊤㇘㆙マ㉅⇖ぶㆵッ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⇖⍻㊤ㅏマ ⍷⍷うㆵッマ㉅ㆇ㌟ㅤㆵㅂ⇖⾏ㅂ㉅ママ㆙マㆵ㊤⍷⍷⍼⇖㊤ㅏぶ㊤⇖ぶ㋛㊤ㅏ㇘㉅ㅤ㌩マ㉞⇖⾟㋛㉞㊤㇘㆙マ㉅⇖㊤㇘⇖㈣㋛㉅イㅏぶ㉞マ⇖マ㈺㋛ㅤ㈣㆙マㆵ㊤⇖ぶㆵッ⎂㇘㉅⇖㉞マ㉅㋮ㅤイマ㉞⇖㇘㉅⇖ㆇㅤイマㆵ㉞マ⇖㉞㇘ㄊ㊤㌄ぶ㉅マ⇖⍻イ㇘ㆇㆇマイ㊤ㅤ㋮マㆇ㌟⇖⍷⍷〖㉅㇘ッ㋛イ㊤㉞⍷⍷⍼⎁⇖ㄊ⇖ㆵ㇘⇖うㆵッマ㉅ㆇ㌟ㅤㆵㅂ⇖⾏ㅂ㉅ママ㆙マㆵ㊤⇖マ㌖ㅤ㉞㊤㉞⇖ゎマ㊤㌄ママㆵ ⿸㇘㊤㇘㉅㇘ㆇぶ⇖ぶㆵッ⇖⾟㋛㉞㊤㇘㆙マ㉅⍿⇖㊤ㅏマㆵ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖〮㊤ぶㆵッぶ㉅ッ⇖〸マ㉅㆙㉞⇖㇘ㄊ⇖う㉞マ⇖ぶㆵッ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖〮㊤ぶㆵッぶ㉅ッ⇖〸マ㉅㆙㉞⇖ぶㆵッ⇖⾟㇘ㆵッㅤ㊤ㅤ㇘ㆵ㉞⇖㇘ㄊ⇖〮ぶㆇマ㉞⇖ぶㆵッ⇖〮㋛㈣㈣ㆇ㌟⇖㉞ㅏぶㆇㆇ⇖ㅂ㇘㋮マ㉅ㆵ⇖㊤ㅏマ⇖㈣㋛㉅イㅏぶ㉞マ⇖㇘ㄊ⇖㊤ㅏマ⇖〖㉅㇘ッ㋛イ㊤㉞⎁ ⇗⿸㇘㊤㇘㉅㇘ㆇぶ⇖〮㇘ㆇ㋛㊤ㅤ㇘ㆵ㉞⍿⇖ㆵイ⎁⎍⇖⎈⎃⎃⇖ざマ㉞㊤⇖⿸㇘ㆵ㉅㇘マ⍿⇖うㆵㅤ㊤マッ⇖〮㊤ぶ㊤マ㉞⇖⇖⎉⎃⎉⎉⎄⇖⎛⇖⍸⎍⇖⎆⎉⎄⎄⎄⎈⎋⎃⎃⇗⇗ 〖ぶㅂマ⇖⎄
2000 3118
⿰ㅤㆵマ⇖⍸ ㊤マ㆙⇖ ㋛㆙ゎマ㉅ ⾨マ㉞イ㉅ㅤ㈣㊤ㅤ㇘ㆵ 〞㊤㌟ ⿰ㅤ㉞㊤⇖〖㉅ㅤイマ 〮ぶㆇマ⇖〖㉅ㅤイマ ⾰㌖㊤⎁⇖〮ぶㆇマ⇖〖㉅ㅤイマ ⎄ㅱ ⿇⎇⎇⎇⾏⿏ ⾏⾨⾨⎍⇖⾏〖ぞ⇖⾟《 〸〦《⿰⇖⿏⾰⾏⾨
〮《⾺〸ざ⾏〦⾰
⎆⎈ ⎃⎁⎃⎃ ⎃⎁⎃⎃ ⎃⎁⎃⎃
⎄ㅾ ⿇⎆⎆⎈⾏ざ ⾏⾨⾨⎍⇖⾏ 〸⇖⎄⎂⎇⇖ざ⾏ぎ⾰
⎊⎉⎅⎋⎊⎃⿸⿏の
⎆⎈ ⎄⎉⎁⎃⎃ ⎌⎁⎌⎆ ⎆⎇⎊⎁⎈⎈
⎄ㆇ ⿇⎋⎃⎉⾗⿰ 〮《⾺〸ざ⾏〦⾰⇖⿰⾟⾰ 〮⾰⇖⾰ ⿏⎍
⾏〮〸〦《⇖⾨⿇〸⾏⿰⇖⾟⾏⇖《〖⇖⾏〖ぞ
⎆⎈ ⎉⎃⎊⎁⎃⎃ ⎆⎊⎉⎁⎉⎇ ⎄⎆⍿⎄⎋⎅⎁⎇⎃
⎄㆙ ⿇⾏⎃⎄⎉⎊⎃⾏⾏ ⾏⾨⾨⎍⇖⾏〖ぞ⇖⾰⎈⇖⾟《 〸〦《⿰⇖⿏⾰⾏⾨ ⎆⎈ ⎊⎉⎊⎁⎃⎃ ⎇⎊⎈⎁⎌⎅ ⎄⎉⍿⎉⎈⎊⎁⎅⎃ ⎄ㆵ ざ⎅⎅⾗⾏ ⾏⾨⾨⎍⇖〮〸⾨⇖〖⾏⿰⿸⇖⿸⾟〦《〖⿏《 ⾰
⾏〖ぞ
⎆⎈ ⎋⎈⎁⎃⎃ ⎈⎅⎁⎊⎇ ⎄⍿⎋⎇⎈⎁⎌⎃
⎄㇘ 〞⾏⎃⎌⎄⎄⎆⾏⾗ ⾏⾨⾨⎍⇖⾗⾏〮⾰⿰ ⾰⇖〦⾰⿰⾰⾏〮⾰⇖〮ざ ⎆⎈ ⎃⎁⎃⎃ ⎃⎁⎃⎃ ⎃⎁⎃⎃ ⎄㈣ ⿇⎆⎉⎄⾏⿏ 〮《⾺〸ざ⾏〦⾰⇖⿰⾟⾰ 〮⾰⇖⾰ ⿏⎍⇖〖⎅⎈
〸〦う ⿇⇖〮《⾺〸ざ⾏〦⾰⇖⾏〖ぞ
⎆⎈ ⎆⎈⎆⎁⎃⎃ ⎅⎄⎌⎁⎃⎇ ⎊⍿⎉⎉⎉⎁⎇⎃
⾏〖ぞȞ⇖⎉⎈⎃⎃⇖⎂⇖⾰ㆵㅏ⇖〮マ㉅ㅤマ㉞ ⾰ ⿏⾏ ⾟⾰⾨⾏〖ぞ⎉⎈⎃⎃
⎅ ⿸⎅⎈う〦〮⎌〖ざ⎄⾗ ⿸《⾗⿰⾰⇖〦⾏⾨《⇖⾏〖ぞ⎉⎈⎃⎃
⾰ ⿏⾏ ⾟⾰⾨⇖⎊⎂⎋⎃⎃⇖⿸⿏の
⎄⎃ ⎆⍿⎊⎉⎇⎁⎃⎃ ⎅⍿⎆⎆⎈⎁⎈⎉ ⎅⎆⍿⎆⎈⎈⎁⎉⎃
⎅ぶ ⿇⾏⎃⎃⎅⎈⎃⾏⾗ ⾏⾨⾨⎍⇖⿸《〸《〦⾟て⾟⿰⾰⇖ざ⾺⎂⿇ 〮〮 ⎄⎃ ⎄⎄⎋⎁⎃⎃ ⎊⎆⎁⎅⎅ ⎊⎆⎅⎁⎅⎃ ⎅ゎ ⿇⎌⎌⎉⾏〮 〮《⾺〸ざ⾏〦⾰⇖⿰⾟⾰ 〮⾰⇖⾰ ⿏⎍⇖《ぎ⾰〦
〸⿏⾰⇖⾏〦⇖〖〦《ぎ〮《 ⿇
⎄⎃ ⎄⎄⎋⎁⎃⎃ ⎊⎆⎁⎅⎅ ⎊⎆⎅⎁⎅⎃
⎅イ ⿏⾏⎃⎃⎉⎌⎇⾏⾏ ⾏⾨⾨⎍⇖⎊て⇖⾰〮〮⾰ 〸⾏⿰⇖〮⾰〦ぎ⾟⾰
⿏〸⿸
⎄⎃ ⎉⎃⎇⎁⎋⎃ ⎉⎃⎇⎁⎋⎃ ⎉⍿⎃⎇⎋⎁⎃⎃
⎅ッ ⿇⾏⎃⎃⎈⎋⎃⾏⾏ ⾏⾨⾨⎍⇖〸⾨⿸⾏⇖《〖⾰〦⾏〸《 ⎄⎃ ⎈⎆⎃⎁⎃⎃ ⎆⎅⎋⎁⎋⎊ ⎆⍿⎅⎋⎋⎁⎊⎃ ⎅マ ⿇⎈⎄⾏う 〮《⾺〸ざ⾏〦⾰⇖⿰⾟⾰ 〮⾰⇖⾰ ⿏⎍
〮⿸⾏〦〸の《 ⾰⇖《〖⾰〦⾏〸《
⾏〖ぞ⎉⎈⎃⎃
⎄⎃ ⎄⍿⎇⎄⎅⎁⎃⎃ ⎋⎊⎉⎁⎄⎈ ⎋⍿⎊⎉⎄⎁⎈⎃
⎅ㄊ ⿇⎉⎊⾨て ⾏⾨⾨⎍⇖⾰⎈⇖⿸《〸《〦⾟て⾟⿰⾰⇖⾏〖ぞ⿸ ⎄⎃ ⎇⎊⎄⎁⎃⎃ ⎅⎌⎅⎁⎅⎉ ⎅⍿⎌⎅⎅⎁⎉⎃ ⎅ㅂ ⿇⎅⎌⎋⾏〮 〮《⾺〸ざ⾏〦⾰⇖⿰⾟⾰ 〮⾰⇖⾰ ⿏⎍
⾏〮〸〦《⇖⎅⎈⇖《〸⾏〦⇖ざ⎂⇖⿸う⿰〸⾰て
⎄⎃ ⎋⎊⎄⎁⎃⎃ ⎈⎇⎃⎁⎇⎉ ⎈⍿⎇⎃⎇⎁⎉⎃
⎅ㅏ ⾗⎄⎋⾟〮 ⾏⾨⾨⎍⇖⾏うぞ⿰⾏〦て⇖〮〖〦⇖〮〖⾰⾟
⿸⾟て⾟⿰⇖⾏〖ぞ
⎄⎃ ⎊⎄⎁⎃⎃ ⎇⎇⎁⎃⎉ ⎇⎇⎃⎁⎉⎃
⎅ㅤ ⿇⎄⎆⎋⾏⾨ ⾏⾨⾨⎍⇖⾏〖ぞ⇖⿸《〸《〦⾟て⾟⿰⾰⇖⾟⿏
〮⾺ざ〦
⎄⎃ ⎃⎁⎃⎃ ⎃⎁⎃⎃ ⎃⎁⎃⎃
⎅ㅱ ⿇⎋⎇⎆⾏⿏ ⾏⾨⾨⎍⇖⾏⾰〮⇖⾰ ⾟〦て〖〸《 ⇖⾏ ⾨
⾏⾨〖
⎄⎃ ⎈⎉⎃⎁⎃⎃ ⎆⎇⎊⎁⎇⎋ ⎆⍿⎇⎊⎇⎁⎋⎃
⎅ㅾ ざ⎉⎅⎃⾏⾰ ⾏⾨⾨⎍ 《⇖⿸〸〦⾟て⾟⿰⾰⇖⾰ ⾟⿰
⾰⾰⾨⾰⾨⇖⾏〖ぞ
⎄⎃ ⎃⎁⎃⎃ ⎃⎁⎃⎃ ⎃⎁⎃⎃
⎅ㆇ ⿇⎇⎇⎇⾏⿏ ⾏⾨⾨⎍⇖⾏〖ぞ⇖⾟《 〸〦《⿰⇖⿏⾰⾏⾨
〮《⾺〸ざ⾏〦⾰
⎄⎃ ⎃⎁⎃⎃ ⎃⎁⎃⎃ ⎃⎁⎃⎃
⎅㆙ ⿇⎆⎆⎈⾏ぞ ⾏⾨⾨⎍⇖⾏ 〸⇖⎆⾨⾗⇖⿸⾟て⾟⿰⾰
⎊⎉⎅⎋⎊⎃⿸⿏の
⎄⎃ ⎄⎉⎁⎃⎃ ⎌⎁⎌⎆ ⎌⎌⎁⎆⎃
〞う《〸⾰⎆⎅⎋⎊⎆⎃⎄
⾏ㆵ㌟⇖㉞ぶㆇマ㉞⇖㊤㉅ぶㆵ㉞ぶイ㊤ㅤ㇘ㆵ⇖ㄊ㇘ㆇㆇ㇘㌄ㅤㆵㅂ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖㈺㋛㇘㊤マ⇖ㅤ㉞⇖ゎぶ㉞マッ⇖㇘ㆵ⇖ぶㆵッ⇖㉞㋛ゎㅱマイ㊤⇖㊤㇘⇖㊤ㅏマ⇖㊤マ㉅㆙㉞⇖ぶㆵッ⇖イ㇘ㆵッㅤ㊤ㅤ㇘ㆵ㉞⇖㇘ㄊ⇖㊤ㅏマ⇖㋮ぶㆇㅤッ⇖ぶㆵッ⇖マ㌖マイ㋛㊤マッ⇖㌄㉅ㅤ㊤㊤マㆵ⇖イ㇘ㆵ㊤㉅ぶイ㊤⇖ゎマ㊤㌄ママㆵ⇖⾟㋛㉞㊤㇘㆙マ㉅⇖ぶㆵッ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⇖⍻㊤ㅏマ ⍷⍷うㆵッマ㉅ㆇ㌟ㅤㆵㅂ⇖⾏ㅂ㉅ママ㆙マㆵ㊤⍷⍷⍼⇖㊤ㅏぶ㊤⇖ぶ㋛㊤ㅏ㇘㉅ㅤ㌩マ㉞⇖⾟㋛㉞㊤㇘㆙マ㉅⇖㊤㇘⇖㈣㋛㉅イㅏぶ㉞マ⇖マ㈺㋛ㅤ㈣㆙マㆵ㊤⇖ぶㆵッ⎂㇘㉅⇖㉞マ㉅㋮ㅤイマ㉞⇖㇘㉅⇖ㆇㅤイマㆵ㉞マ⇖㉞㇘ㄊ㊤㌄ぶ㉅マ⇖⍻イ㇘ㆇㆇマイ㊤ㅤ㋮マㆇ㌟⇖⍷⍷〖㉅㇘ッ㋛イ㊤㉞⍷⍷⍼⎁⇖ㄊ⇖ㆵ㇘⇖うㆵッマ㉅ㆇ㌟ㅤㆵㅂ⇖⾏ㅂ㉅ママ㆙マㆵ㊤⇖マ㌖ㅤ㉞㊤㉞⇖ゎマ㊤㌄ママㆵ ⿸㇘㊤㇘㉅㇘ㆇぶ⇖ぶㆵッ⇖⾟㋛㉞㊤㇘㆙マ㉅⍿⇖㊤ㅏマㆵ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖〮㊤ぶㆵッぶ㉅ッ⇖〸マ㉅㆙㉞⇖㇘ㄊ⇖う㉞マ⇖ぶㆵッ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖〮㊤ぶㆵッぶ㉅ッ⇖〸マ㉅㆙㉞⇖ぶㆵッ⇖⾟㇘ㆵッㅤ㊤ㅤ㇘ㆵ㉞⇖㇘ㄊ⇖〮ぶㆇマ㉞⇖ぶㆵッ⇖〮㋛㈣㈣ㆇ㌟⇖㉞ㅏぶㆇㆇ⇖ㅂ㇘㋮マ㉅ㆵ⇖㊤ㅏマ⇖㈣㋛㉅イㅏぶ㉞マ⇖㇘ㄊ⇖㊤ㅏマ⇖〖㉅㇘ッ㋛イ㊤㉞⎁ ⇗⿸㇘㊤㇘㉅㇘ㆇぶ⇖〮㇘ㆇ㋛㊤ㅤ㇘ㆵ㉞⍿⇖ㆵイ⎁⎍⇖⎈⎃⎃⇖ざマ㉞㊤⇖⿸㇘ㆵ㉅㇘マ⍿⇖うㆵㅤ㊤マッ⇖〮㊤ぶ㊤マ㉞⇖⇖⎉⎃⎉⎉⎄⇖⎛⇖⍸⎍⇖⎆⎉⎄⎄⎄⎈⎋⎃⎃⇗⇗ 〖ぶㅂマ⇖⎅
2001 3119
⿰ㅤㆵマ⇖⍸ ㊤マ㆙⇖ ㋛㆙ゎマ㉅ ⾨マ㉞イ㉅ㅤ㈣㊤ㅤ㇘ㆵ 〞㊤㌟ ⿰ㅤ㉞㊤⇖〖㉅ㅤイマ 〮ぶㆇマ⇖〖㉅ㅤイマ ⾰㌖㊤⎁⇖〮ぶㆇマ⇖〖㉅ㅤイマ ⎅ㆵ ⿇⎋⎃⎉⾗⿰ 〮《⾺〸ざ⾏〦⾰⇖⿰⾟⾰ 〮⾰⇖⾰ ⿏⎍
⾏〮〸〦《⇖⾨⿇〸⾏⿰⇖⾟⾏⇖《〖⇖⾏〖ぞ
⎄⎃ ⎉⎃⎊⎁⎃⎃ ⎆⎊⎉⎁⎉⎇ ⎆⍿⎊⎉⎉⎁⎇⎃
⎅㇘ ざ⎅⎅⾗⾗ ⾏⾨⾨⎍⇖〮〸⾨⇖〖⾏⿰⿸⇖⿸⾟〦《〖⿏《 ⾰
⾏〖⾰ぞ
⎄⎃ ⎋⎈⎁⎃⎃ ⎈⎅⎁⎊⎇ ⎈⎅⎊⎁⎇⎃
⎅㈣ ⿇⾏⎃⎄⎉⎊⎃⾏⾏ ⾏⾨⾨⎍⇖⾏〖ぞ⇖⾰⎈⇖⾟《 〸〦《⿰⇖⿏⾰⾏⾨ ⎄⎃ ⎊⎉⎊⎁⎃⎃ ⎇⎊⎈⎁⎌⎅ ⎇⍿⎊⎈⎌⎁⎅⎃ ⎅㈺ 〞⾏⎃⎌⎄⎄⎆⾏⾗ ⾏⾨⾨⎍⇖⾗⾏〮⾰⿰ ⾰⇖〦⾰⿰⾰⾏〮⾰⇖〮ざ ⎄⎃ ⎃⎁⎃⎃ ⎃⎁⎃⎃ ⎃⎁⎃⎃ ⎅㉅ ⿇⎆⎉⎄⾏⿏ 〮《⾺〸ざ⾏〦⾰⇖⿰⾟⾰ 〮⾰⇖⾰ ⿏⎍⇖〖⎅⎈
〸〦う ⿇⇖〮《⾺〸ざ⾏〦⾰⇖⾏〖ぞ
⎄⎃ ⎆⎈⎆⎁⎃⎃ ⎅⎄⎌⎁⎃⎇ ⎅⍿⎄⎌⎃⎁⎇⎃
〮㋛ゎ㊤㇘㊤ぶㆇ ⎅⎌⎉⍿⎉⎆⎊⎁⎌⎈
⾰㉞㊤ㅤ㆙ぶ㊤マッ⇖〸ぶ㌖ ⇗⎅⎋⍿⎌⎅⎅⎁⎅⎃⇗
⿇㉅ぶㆵッ⇖〸㇘㊤ぶㆇ ⎆⎅⎈⍿⎈⎉⎃⎁⎄⎈⍻う〮⾨⍼
㇘㊤マ㉞⎍
〞う《〸⾰⎆⎅⎋⎊⎆⎃⎄
⾏ㆵ㌟⇖㉞ぶㆇマ㉞⇖㊤㉅ぶㆵ㉞ぶイ㊤ㅤ㇘ㆵ⇖ㄊ㇘ㆇㆇ㇘㌄ㅤㆵㅂ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖㈺㋛㇘㊤マ⇖ㅤ㉞⇖ゎぶ㉞マッ⇖㇘ㆵ⇖ぶㆵッ⇖㉞㋛ゎㅱマイ㊤⇖㊤㇘⇖㊤ㅏマ⇖㊤マ㉅㆙㉞⇖ぶㆵッ⇖イ㇘ㆵッㅤ㊤ㅤ㇘ㆵ㉞⇖㇘ㄊ⇖㊤ㅏマ⇖㋮ぶㆇㅤッ⇖ぶㆵッ⇖マ㌖マイ㋛㊤マッ⇖㌄㉅ㅤ㊤㊤マㆵ⇖イ㇘ㆵ㊤㉅ぶイ㊤⇖ゎマ㊤㌄ママㆵ⇖⾟㋛㉞㊤㇘㆙マ㉅⇖ぶㆵッ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⇖⍻㊤ㅏマ ⍷⍷うㆵッマ㉅ㆇ㌟ㅤㆵㅂ⇖⾏ㅂ㉅ママ㆙マㆵ㊤⍷⍷⍼⇖㊤ㅏぶ㊤⇖ぶ㋛㊤ㅏ㇘㉅ㅤ㌩マ㉞⇖⾟㋛㉞㊤㇘㆙マ㉅⇖㊤㇘⇖㈣㋛㉅イㅏぶ㉞マ⇖マ㈺㋛ㅤ㈣㆙マㆵ㊤⇖ぶㆵッ⎂㇘㉅⇖㉞マ㉅㋮ㅤイマ㉞⇖㇘㉅⇖ㆇㅤイマㆵ㉞マ⇖㉞㇘ㄊ㊤㌄ぶ㉅マ⇖⍻イ㇘ㆇㆇマイ㊤ㅤ㋮マㆇ㌟⇖⍷⍷〖㉅㇘ッ㋛イ㊤㉞⍷⍷⍼⎁⇖ㄊ⇖ㆵ㇘⇖うㆵッマ㉅ㆇ㌟ㅤㆵㅂ⇖⾏ㅂ㉅ママ㆙マㆵ㊤⇖マ㌖ㅤ㉞㊤㉞⇖ゎマ㊤㌄ママㆵ ⿸㇘㊤㇘㉅㇘ㆇぶ⇖ぶㆵッ⇖⾟㋛㉞㊤㇘㆙マ㉅⍿⇖㊤ㅏマㆵ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖〮㊤ぶㆵッぶ㉅ッ⇖〸マ㉅㆙㉞⇖㇘ㄊ⇖う㉞マ⇖ぶㆵッ⇖⿸㇘㊤㇘㉅㇘ㆇぶ⍺㉞⇖〮㊤ぶㆵッぶ㉅ッ⇖〸マ㉅㆙㉞⇖ぶㆵッ⇖⾟㇘ㆵッㅤ㊤ㅤ㇘ㆵ㉞⇖㇘ㄊ⇖〮ぶㆇマ㉞⇖ぶㆵッ⇖〮㋛㈣㈣ㆇ㌟⇖㉞ㅏぶㆇㆇ⇖ㅂ㇘㋮マ㉅ㆵ⇖㊤ㅏマ⇖㈣㋛㉅イㅏぶ㉞マ⇖㇘ㄊ⇖㊤ㅏマ⇖〖㉅㇘ッ㋛イ㊤㉞⎁ ⇗⿸㇘㊤㇘㉅㇘ㆇぶ⇖〮㇘ㆇ㋛㊤ㅤ㇘ㆵ㉞⍿⇖ㆵイ⎁⎍⇖⎈⎃⎃⇖ざマ㉞㊤⇖⿸㇘ㆵ㉅㇘マ⍿⇖うㆵㅤ㊤マッ⇖〮㊤ぶ㊤マ㉞⇖⇖⎉⎃⎉⎉⎄⇖⎛⇖⍸⎍⇖⎆⎉⎄⎄⎄⎈⎋⎃⎃⇗⇗ 〖ぶㅂマ⇖⎆
2002 3120
2003
2004
2005
East Bay Regional Communications System Authority (EBRCSA) Radio Encryption Transition: Timeline and Frequently Asked Questions (FAQ) Subject: Transition to AES 256-bit Encryption for Radio Communications Effective Dates: September 3 & 4, 2025
The East Bay Regional Communications System Authority (EBRCSA) is transitioning primary radio talk groups to AES 256-bit encryption. This change is being made to comply with state and federal mandates regarding the protection of sensitive information and to enhance safety.
Transition Schedule:
• Alameda County Agencies: September 3, 2025, from 0330 to 0530 hours. • Contra Costa County Agencies: September 4, 2025, from 0330 to 0530 hours.
A final list of affected agencies is found at the end of this memo Operational Support During Transition: A radio technician will be available in the communications center during the transition period to assist with the resetting of radio consoles and to address any questions from staff.
Preparation for Personnel: To ensure a smooth transition, all personnel working during these hours are strongly encouraged to familiarize themselves with the location of the encrypted zones on their radios before September 3 or 4. Simulating the process will help ensure operational readiness.
Frequently Asked Questions (FAQ) for Community and Media Engagement The following information is provided to assist Chiefs and other personnel in responding to inquiries from the public and media.
1. Why are law enforcement agencies moving to radio encryption? This transition is a critical step to ensure compliance with legal and security requirements. Specifically, it addresses:
• State Mandates: The California Department of Justice (DOJ) requires the protection of Criminal Justice Information (CJI) and Personal Identifying Information (PII) during transmission.
• Federal Standards: The Federal Bureau of Investigation (FBI) Criminal Justice Information Services (CJIS) Security Policy mandates encryption for the transmission of sensitive data.
2006
• Officer Safety: Encrypting primary radio channels prevents individuals with malicious intent from monitoring police activities, including tactical information and officer locations, thereby reducing the risk to officers during dynamic situations.
2. The CA DOJ memo requiring the protection of PII and CJI was issued in 2020. Why is this transition happening now? Since the 2020 DOJ memo, many agencies have implemented interim solutions to protect PII and CJI, such as using back-up channels or incar computers for data exchange. Some agencies also began using encrypted secondary channels for primary traffic. EBRCSA has worked to develop and implement a system-wide encryption solution to ensure consistent and comprehensive compliance for member agencies.
3. How common is radio encryption among other law enforcement agencies in California? While a precise count is not available, it is EBRCSA’s understanding that most law enforcement agencies in California have already transitioned to or utilize encrypted radio channels for their primary communications, including most Bay Area law enforcement agencies.
4. Are there alternatives to encryption for protecting PII and CJI? While other solutions exist, they do not fully meet the rigorous standards set by the DOJ and FBI, are cost prohibitive to continue long-term or could compromise peace officer safety. The DOJ memo explicitly states that “the transmission of such information must be encrypted.”
5. How will the media and public learn about in-progress events? Each department will manage such communications based on their specific needs, potentially through social media updates and encouraging all media to contact department dispatch or public information officers for official information.
6. Will the EBRCSA issue a press release about this change? No. EBRCSA is only providing the technical infrastructure for the transition. Public communication needs vary significantly among member agencies, so the EBRCSA will defer all media inquiries to the individual departments for comment.
7. How have other agencies handled public and media communications regarding encryption? For examples of how other agencies have managed this process, please review the following resources:
• City of Los Altos: https://www.losaltosca.gov/404/Radio-Encryption • City of Santa Clara Police Department: https://www.santaclaraca.gov/ourcity/departments-g-z/police-department/community/news/police-radio-system 2007
Table 1: Alameda County, September 3
Agency Technician Assigned Time Block
ACSO Jethro 0330
Oakland Justice 0330
Livermore Patricia 0330
Piedmont J.J. 0330
San Leandro John 0330
Pleasanton Phil 0400
Alameda Robert 0400
Albany Matt 0400
Emeryville Brandon 0400
UC Berkeley Randy 0400
Berkeley J.J. 0445
Fremont John 0445
Hayward Justice 0445
Newark Patricia 0445
Oakland Housing Authority Jethro 0445
Table 2: Contra Costa County, September 4
Agency Technician Assigned Time Block
Contra Costa SO Robert 0330
Concord Phil 0330
San Ramon Matt 0330
Antioch Jethro 0400
EBRPD John 0400
Pinole J.J. 0400
Richmond Brandon 0400
Brentwood Phil 0400
Martinez Justice 0445
Pleasant Hill Robert 0445
Walnut Creek Matt 0445
2008
Encrypted Mobile
Radios Purchase
Richmond Police Department
City Council Meeting
November 18, 2025
DRAFT
2009
Requested Action
• Approve purchase of up to 45 encrypted
Motorola radios
– Total cost not to exceed $350,000 (includes 7.5%
contingency)
– Radios include mobile and portable units for
vehicles, motorcycles, and new officers
2010 DRAFT
Financial Impact
• $350,000 included in FY 2025–2026 Police
Budget
– Account: 01191021-400704
DRAFT
2011
Why Additional Radios Are Needed
• Expand equipment for new police vehicles and
motorcycle unit
– Equip new officers
– Ensure encryption compatibility with existing
systems (RPD, Code Enforcement, CCRP/ROCK)
– Meet regional interoperability standards through
EBRCSA
DRAFT 2012
Background: Regional Radio Systems
• Early 2000s: RPD led PHREKS consortium
(Pinole, Richmond, Hercules, El Cerrito,
Kensington, San Pablo)
– 2007: EBRCSA formed Joint Powers Authority for
regional interoperability
– EBRCSA supports 43+ public agencies across
Alameda and Contra Costa Counties
DRAFT
2013
Why Encryption Is Required
• State DOJ Bulletin 20-09-CJIS mandates
encryption of Criminal Justice Information
(CJI) and Personal Identifiable Information
(PII)
– FBI CJIS Security Policy Sections 5.10 and 5.13
require encrypted transmission
– Compliance deadline extended to 2023
– Officer safety: prevents public monitoring of
tactical radio traffic
DRAFT 2014
Previous Council Actions
• Feb 7, 2023 – Approved purchase of 175
encrypted portable and 150 mobile radios
– Dec 3, 2024 – Approved encrypted radios for Code
Enforcement
– Sept 23, 2025 – Approved encrypted radios for
CCRP/ROCK
– Nov 4, 2025 – Requested additional information
on encryption (current item)
DRAFT 2015
System Limitations & Need for
Upgrade
• PHREKS system (EDACS 800MHz) showed 29
deficiencies:
– Poor in-building coverage
– Inability to communicate with CHP/State Parks
– Unreliable, lacking redundancy
– Frequent system outages, busy signals
– Officers forced to rely on fall-back systems (e.g.,
Nextel)
DRAFT
2016
EBRCSA Benefits
• Regional interoperability during emergencies
– Improved coverage and reliability (redundant
system architecture)
– $51 million in grant funding to support system
buildout
– Discounted JPA pricing for Motorola radios
DRAFT 2017
Cost Savings Through EBRCSA
• EBRCSA JPA pricing significantly reduces radio
costs
– Without EBRCSA membership: radios cost 25%–
37.5% more
– Projected cost without membership: $437,500–
$481,250
DRAFT
2018
Public & Media Access Considerations
• Encrypted channels protect sensitive
information
– Departments will communicate via PIO, dispatch,
social media
– EBRCSA defers all public communication to
member agencies
DRAFT
2019
Benefits of EBRCSA Membership
• 25–37.5% discount on Motorola equipment
– Shared infrastructure reduces operating cost
– Enables regional interoperability
– Critical during large-scale emergencies
DRAFT
2020
Why Encryption Is Required
• Mandated by DOJ Bulletin 20-09-CJIS
– Required by CJIS Policy Sections 5.10 and 5.13
– Protects CJI and PII
– Supports Sanctuary City ordinance
DRAFT
2021
Consequences of Un-Encrypting
Radios
• Non-compliant with federal and state law
– Loss of ability to dispatch for El Cerrito PD
– Delays sharing critical information
– Significant officer safety risks
DRAFT
2022
Operational Impacts
• Officers must rely on phone or secure laptop
messaging
– City has areas with limited/no cellular coverage
– Increased risk of delayed responses
DRAFT
2023
Staffing Impacts
• Manual relaying of CJI/PII requires more
Dispatchers
– Estimated 8 additional FTEs needed
– Estimated cost: $1.6M annually
DRAFT
2024
Infrastructure Impacts
• Furniture redesign: ~$100K
– Cabling/electrical: ~$25K
– Workstations: ~$15K
– Recording equipment: ~$50K
DRAFT 2025
Training & Labor Impacts
• Complete retraining on new communication
protocol
– Training estimated at 9–18 months
– Meet-and-confer required with RPOA and RPMA
2026
Contract Impacts: El Cerrito PD
• Dispatch contract in effect through June 30,
2027
– El Cerrito must decrypt OR Richmond must dualdispatch – Costs unknown but likely significant
DRAFT
2027
Legal Liability
• Higher risk of accidental broadcast of CJI/PII
– Potential civil liability to the City
2028 DRAFT
Impacts of Leaving EBRCSA
• Would require separate FCC frequency
applications
– Need for independent radio system buildout
– Loss of discounted equipment pricing
– Loss of regional interoperability
2029 DRAFT
Conclusion & Recommendation
• Encryption is legally required and critical for
officer safety
– Radios needed for new vehicles, units, and
personnel
– EBRCSA membership ensures interoperability and
cost savings
– Staff recommends approving purchase of up to 45
encrypted radios
2030 DRAFT