QUOTE-3426287
The design, technical, pricing, and other information (“Information”) furnished with this submission is confidential proprietary information ofMotorola Solutions, Inc. or the Motorola Solutions entity providing this quote (“Motorola”) and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola.
MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2020 Motorola Solutions, Inc. All rights reserved.
RIVERSIDE POLICE DEPT
Riverside PD DEMS 5 YRS
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Riverside PD DEMS 5 YRS
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800
Shipping Address:
RIVERSIDE POLICE DEPT
10540 MAGNOLIA AVE
RIVERSIDE, CA 92505
US
Quote Date:12/12/2025
Expiration Date:04/12/2026
Quote Created By:
Harrison Cutler
Harrison.Cutler@
motorolasolutions.com
858-864-3660
End Customer:
RIVERSIDE POLICE DEPT
AGREEMENT: WG AGREEMENT&STATE
OF CALIFORNIA
Freight Terms:FREIGHT PREPAID
Payment Terms:30 NET
Summary:
This Motorola quote is based on and subject to the terms and conditions of the Motorola Solutions Customer Agreement (“MCA”) attached to this quote. Riverside Police Department may accept this quote by returning a signed copy of the MCA to Motorola. Any purchase order should specifically reference “PO is subject to Motorola’s Quote-3426287 and the terms and conditions of the MCA attached to Motorola’s Quote.” Line
#
Item Number Description Qty Term List Price Sale Price Ext. Sale Price CommandCentral
DEMS
1 SSV00S05158A COMMANDCENTRAL 671 5 YEAR $1,980.00 $1,299.10 $871,696.10 DEMS PLUS SERVICE*
2 SSV00S05160A COMMANDCENTRAL 385 5 YEAR $1,020.00 $612.00 $235,620.00
DEMS UNLIMITED
STORAGE PER BODYWORN
CAMERA*
3 SSV00S05161A COMMANDCENTRAL 280 5 YEAR $1,020.00 $612.00 $171,360.00
DEMS UNLIMITED
STORAGE PER IN-CAR
VIDEO CAMERA*
4 SSV00S05162A COMMANDCENTRAL 6 5 YEAR $4,680.00 $2,808.00 $16,848.00
DEMS UNLIMITED
STORAGE PER INTERVIEW
CAMERA*
5 SSV00S05163A COMMANDCENTRAL 385 5 YEAR $1,560.00 $936.00 $360,360.00
DEMS UNLIMITED
STORAGE 3RD PARTY*
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Riverside PD DEMS 5 YRS
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800
Line
#
Item Number Description Qty Term List Price Sale Price Ext. Sale Price 6 SSV00S03748A INTEGRATION: AWARE TO 1 5 YEAR $0.00 $0.00 $0.00 EVIDENCE*
7 SSV00S05131A COMMANDCENTRAL 1 5 YEAR $0.00 $0.00 $0.00 DEMS EXPORT TO AXON*
8 ISV00S04236A DEPLOY AXON 1 $2,500.00 $0.00 $0.00
INTERFACE*
9 SSV00S03682A INTEGRATION: CC 1 5 YEAR $0.00 $0.00 $0.00
EVIDENCE TO
COMMUNITY*
10 SSV00S03616A SOFTWARE,COMMANDCE 1 5 YEAR $0.00 $0.00 $0.00
NTRAL INTERVIEW ROOM
SUBSCRIPTION*
11 SSV00S03753A INTEGRATION: 1 5 YEAR $0.00 $0.00 $0.00
RESPONDER TO
EVIDENCE*
12 WGW00122-301 MOBILE VIDEO 1409 $1.25 $0.00 $0.00
DEPLOYMENT SERVICES 72
13 WGW00166-100 EL4 TO VIDEOMANAGER 1368 $125.00 $0.00 $0.00
EL DATA MIGRATION
SERVICE, PER TB OF DATA
SVX Video Remote
Speaker Microphone
14 PMMN8202BTAA SVX VIDEO REMOTE 365 $1,098.00 $0.00 $0.00
SPEAKER MIC TAA WITH
JACKET MAGNETIC MOUN
15 PMPN5022A SVX CHARGE AND UPLOAD 39
$1,499.00 $0.00 $0.00
SMARTDOCK, 10 SLOT,
US/NA
16 PMLN8682A CARRY ACCESSORY- 87 $152.90 $0.00 $0.00
STRAP,COILED LANYARD
(PACK OF 5)
17 PMNN4913A SVX VIDEO RSM BATTERY 365
$99.00 $0.00 $0.00
LI-ION IP68 4300T
18 PMPN5026A SVX BATTERY ONLY 12 $899.00 $0.00 $0.00
CHARGER, 12 SLOT, US/NA
19 PSV00S05316A SMART DOCK 1 $0.00 $0.00 $0.00
CONFIGURATION SERVICE
20 SSV00S05534A COMMANDCENTRAL 1 5 YEAR $0.00 $0.00 $0.00
DEMS SERVICE - DEVICE
MANAGEMENT ONLY*
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Riverside PD DEMS 5 YRS
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800
Line
#
Item Number Description Qty Term List Price Sale Price Ext. Sale Price 21 LSV07S05139A HARDWARE REPAIR -
TRANSFER STATION /
SMARTDOCK
39 5 YEARS $810.00 $0.00 $0.00
22 PMPN5038A SVX MAGNETIC QUICK
CONNECT CHARGER
385
$60.00 $0.00 $0.00
M500 Interview
Recording System
23 WGB-0737A M500 INTERVIEW SYSTEM,
2 COVERT CAMERAS
2 $8,399.00 $0.00 $0.00
24 LSV07S05256A 5Y ESSENTIAL - MIRS 2 5 YEARS $1,063.13 $0.00 $0.00 Subtotal $3,578,345.56
Total Discount Amount $1,922,461.46
Grand Total $1,655,884.10(USD)
Pricing Metric :
Price is indicative of the following -
# of Devices - 671
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Riverside PD DEMS 5 YRS
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800
Pricing Summary
Payment Term Upfront Sale Price
Upfront Costs*
$0.00
Upfront Subscription Fee
CommandCentral DEMS Annually $331,176.82
M500 Interview Recording
System Annually $0.00
Sub Total: $331,176.82
Payment Term Sale Price Annual Sale Price
Year 2 Subscription Fee
CommandCentral DEMS Annually $331,176.82 $331,176.82
M500 Interview Recording
System Annually $0.00 $0.00
CommandCentral DEMS Annually $331,176.82 $331,176.82
Year 4 Subscription Fee
M500 Interview Recording
System Annually $0.00 $0.00
CommandCentral DEMS Annually $331,176.82 $331,176.82
Sub Total: $1,324,707.28
Grand Total System Price (Inclusive of Upfront and Annual Costs) $1,655,884.10 *Upfront costs include the cost of Hardware, Accessories and Implementation, where applicable.
Year 3 Subscription Fee
Year 5 Subscription Fee
M500 Interview Recording
System
Annually
$0.00
$0.00
CommandCentral DEMS Annually $331,176.82 $331,176.82
M500 Interview Recording
System
Annually
$0.00
$0.00
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Riverside PD DEMS 5 YRS
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800
Notes:
ڗThe Pricing Summary is a breakdown of costs and does not reflect the frequency at which you will be invoiced. ڗAdditional information is required for one or more items on the quote for an order. ڗThis quote contains items with approved price exceptions applied against them. ڗUnless otherwise noted, this quote excludes sales taxor other applicable taxes (such as Goods and Services Tax, sales tax, Value Added Tax and other taxes of a similar nature). Any tax the customer is subject to will be added to invoices.
ڗUnless otherwise noted in thisquote / order, installation of equipment is not included.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Riverside PD DEMS 5 YRS
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800
Line # Item Number Parametric Data
1 SSV00S05158A Incomplete
10 SSV00S03616A Incomplete
11 SSV00S03753A Incomplete
2 SSV00S05160A Incomplete
20 SSV00S05534A Incomplete
3 SSV00S05161A Incomplete
4 SSV00S05162A Incomplete
5 SSV00S05163A Incomplete
6 SSV00S03748A Incomplete
7 SSV00S05131A Incomplete
8 ISV00S04236A Incomplete
9 SSV00S03682A Incomplete
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E Purchase Order Checklist NA OM
Marked as PO/ Contract/ Notice to Proceed on Company Letterhead (PO will not be processed without this)
PO Number/ Contract Number
PO Date
Vendor = Motorola Solutions, Inc.
Payment (Billing) Terms/ State Contract Number
Bill-To Name on PO must be equal to theLegal Bill-To Name Bill-To Address
Ship-To Address (If we are shipping to a MR location, it must be documented on PO) Ultimate Address (If the Ship-To address is the MR location then the Ultimate Destination address must be documented on PO )
PO Amount must be equal to or greater than Order Total
Non-Editable Format (Word/ Excel templates cannot be accepted) Tax Exemption Status
Signatures (As required)
NOTE: When an email order is submitted a confirmation is sent from Motorola AutoNotify referencing a case number.
Once checklist is complete, order still must go throughOrder Validation/Credit Approval Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 1 Master Customer Agreement
This Master Customer Agreement (the “MCA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below (“Customer”). Motorola and Customer will each be referred to herein as a “ Party” and collectively as the “Parties”. This Agreement (as defined below) is effective as of the date of the last signature (the “Effective Date”).
1. Agreement.
1.1. Scope; Agreement Documents. This MCA governs Customer’s purchase of Products (as defined below) and Services (as defined below) from Motorola. Additional terms and conditions applicable to specific Products and Services are set forth in one or more addenda attached to this MCA (each an “Addendum”, and collectively the “Addenda”). In addition, the Parties may agree upon solution descriptions, equipment lists, statements of work, schedules, technical specifications, and other ordering documents setting forth the Products and Services to be purchased by Customer and provided by Motorola and additional rights and obligations of the Parties (the “Ordering Documents”). To the extent required by applicable procurement law, a proposal submitted by Motorola in response to a competitive procurement process will be included within the meaning of the term Ordering Documents. This MCA, the Addenda, and any Ordering Documents collectively form the Parties’ “Agreement”.
1.2. Order of Precedence. Each Addendum will control with respect to conflicting terms in the MCA, but only as applicable to the Products and Services described in such Addendum. Each Ordering Document will control with respect to conflicting terms in the MCA or any Addenda, but only as applicable to the Products and Services described on such Ordering Document.
2. Products and Services.
2.1. Products. Motorola will sell equipment and license software, including software as a service and subscription based software service offerings (the “ Products”) to Customer to the extent set forth in an Ordering Document, for Customer’s own use in accordance with this Agreement. 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.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 2 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. S ervice Completion. Unless otherwise specified in the applicable Ordering Document, Services described in an Ordering Document will be deemed complete upon Motorola’s performance of all Services listed in such Ordering Document (“Service Completion Date”); provided, however, that Maintenance and Support Services may be offered on an ongoing basis during a given Ordering Document term, in which case such Maintenance and Support Services will conclude upon the expiration or termination of such Ordering Document.
2.3. Non-Preclusion. If, in connection with the Products and Services provided under this Agreement, Motorola makes recommendations, including a recommendation to purchase other products or services, nothing in this Agreement precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products or other services to Customer. Customer represents that this paragraph does not violate its procurement standards or other laws, regulations, or policies.
2.4. Customer Obligations. Customer will ensure that information Customer provides to Motorola in connection with receipt of Products and Services are accurate and complete in all material respects. Customer will make timely decisions and obtain any required management approvals that are reasonably necessary for Motorola to provide the Products and Services and perform its other duties under this Agreement. Unless the applicable Ordering Document states otherwise, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions or Customer information, decisions, or approvals described in this Section. If any assumptions in the Ordering Documents or information provided by Customer prove to be incorrect, or if Customer fails to perform any of its obligations under this Agreement, Motorola’s ability to perform its obligations may be impacted and changes to the Agreement, including the scope, Fees, and performance schedule may be required.
2.5. Documentation. Products and Services may be delivered with documentation for the equipment, software, 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 re striction. 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.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 3 2.7. Authorized Users. Customer will ensure its employees and Authorized Users comply with the terms of this Agreement and will be liable fo r 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 jurisdicti on in which the provision of such Products and Services is prohibited under applicable laws or regulations (a “ Prohibited Jurisdiction”), and Customer will not provide access to the Products and Services to any government, entity, or individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it and its Authorized Users are not named on any U.S. government list of persons prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it and its Authorized Users are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit its Authorized Users to access or use the Products or Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized Users will comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which Customer, its employees, and the Authorized Users are located.
2.9. Change Orders. Unless a different change control process is agreed upon in writing by the Parties, a Party may request changes to an Addendum or an Ordering Document by submitting a change order to the other Party (each, a “Change Order”). If a requested change in a Change Order causes an increase or decrease in the Products or Services, the Parties by means of the Change Order will make appropriate adjustments to the Fees, project schedule, or other matters. Change Orders are effective and binding on the Parties only upon execution of the Change Order by an authorized representative of both Parties.
3. Term and Termination.
3.1. Term. The term of this MCA (“Term”) will commence on the Effective Date and continue until six (6) months after the later of (a) the termination, expiration, or discontinuance of services under the last Ordering Document in effect, or (b) the expiration of all applicable warranty periods, unless the MCA is earlier terminated as set fort h 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 termin ate 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.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 4 3.4. Effect of Termination or Expiration. Upon termination for any reason or expiration of this Agreement, an Addendum, or an Ordering Document, Customer and the Authorized Users will return or destroy (at Motorola’s option) all Motorola Materials and Motorola’s Confidential Information in their possession or control and, as applicable, provide proof of such destruction, except that equipment purchased by Customer should not be returned. If Customer has any outstanding payment obligations under this Agreement, Motorola may accelerate and declare all such obligations of Customer immediately due and payable by Customer. Notwithstanding the reason for termination or expiration, Customer must pay Motorola for Products and Services already delivered. Customer has a duty to mitigate any damages under this Agreement, including in the event of default by Motorola and Customer’s termination of this Agreement.
4. Payment and Invoicing.
4.1. Fees. Fees and charges applicable to the Products and Services (the “ Fees”) will be as set forth in the applicable Addendum or Ordering Document, and such Fees may be changed by Motorola at any time, except that Motorola will not change the Fees for Products and Services purchased by Customer during the term of an active Ordering Document or during a Subscription Term (as defined and further described in the applicable Addendum). Changes in the scope of Services described in an Ordering Document may require an adjustment to the Fees due under such Ordering Document. If a specific invoicing or payment schedule is set forth in the applicable Addendum or Ordering Document, such schedule will apply solely with respect to such Addendum or Ordering Document. Unless otherwise specified in the applicable Ordering Document, the Fees for any Services exclude expenses associated with unusual and costly Site access requirements (e.g., if Site access requires a helicopter or other equipment), and Customer will reimburse Motorola for these or other expenses incurred by Motorola in connection with the Services.
4.2. Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes, assessments or duties (collectively, “ Taxes”), all of which will be paid by Customer, except as exempt by law. 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.
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 installati on and use of the Products and the performance of the Services at each applicable Site, including for Motorola to perform its obligations hereunder, and for facilitating Motorola’s access to the Sites. No waivers of liability will be imposed on Motorola or its subcontractors by Customer or ot hers at Customer facilities or other Sites, but if and to the extent any such waivers are imposed, the Parties agree such waivers are void.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 5 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 (“ Customer- Provided Equipment”). Customer will be responsible, at its sole cost and expense, for providing and maintaining the Customer-Provided Equipment in good working order. Customer represents and warrants that it has all rights in Customer-Provided Equipment to permit Motorola to access and use the applicable Customer-Provided Equipment to provide the Products and Services under this Agreement, and such access and use will not violate any laws or infringe any third-party rights (including intellectual property rights). Customer (and not Motorola) will be fully liable for Customer-Provided Equipment, and Customer will immediately notify Motorola of any Customer- Provided Equipment damage, loss, change, or theft that may impact Motorola’s ability to provide the Products and Services under this Agreement, and Customer acknowledges that any such events may cause a change in the Fees or performance schedule under the applicable Ordering Document.
5.5. Non-Motorola Content. In certain instances, Customer may be permitted to access, use, or integrate Customer or third-party software, services, content, and data that is not provided by Motorola (collectively, “Non-Motorola Content”) with or through the Products and Services. If Customer accesses, uses, or integrates any Non-Motorola Content with the Products or Services, Customer will first obtain all necessary rights and licenses to permit Customer’s and its Authorized Users’ use of the Non-Motorola Content in connection with the Products and Services. Customer will also obtain the necessary rights for Motorola to use such Non-Motorola Content in connection with providing the Products and Services, including the right for Motorola to access, store, and process such Non-Motorola Content (e.g., in connection with subscription-based Products), and to otherwise enable interoperation with the Products and Services. Customer represents and warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or integrating the applicable Non-Motorola Content with the Products and Services, and that Customer and its Authorized Users will comply with any terms and conditions applicable to such Non-Motorola Content. If any Non-Motorola Content require access to Customer Data (as defined below), Customer hereby authorizes Motorola to allow the provider of such Non-Motorola Content to access Customer Data, in connection with the interoperation of such Non-Motorola Content with the Products and Services. Customer acknowledges and
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 6 agrees that Motorola is not responsible for, and makes no representations or warranties with respect to, the Non-Motorola Content (including any disclosure, modification, or deletion of Customer Data resulting from use of Non-Motorola Content or failure to properly interoperate with the Products and Services). If Customer receives notice that any Non-Motorola Content must be removed, modified, or disabled within the Products or Services, Customer will promptly do so.
Motorola will have the right to disable or remove Non-Motorola Content if Motorola believes a violation of law, third-party rights, or Motorola’s policies is likely to occur, or if such Non-Motorola Content poses or may pose a security or other risk or adverse impact to the Products or Services, Motorola, Motorola’s systems, or any third party (including other Motorola customers). Nothing in this Section will limit the exclusions set forth in Section 7.2 – Intellectual Property Infringement.
6. Representations and Warranties.
6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) it has the right to enter into the Agreement and perform its obligations hereunder, and (b) the Agreement will be binding on such Party.
6.2. Motorola Warranties. Subject to the disclaimers and exclusions below, Motorola represents and warrants that (a) Services will be provided in a good and workmanlike manner and will conform in all material respects to the descriptions in the applicable Ordering Document; and (b) for a period of ninety (90) days commencing upon the Service Completion Date for one- time Services, the Services will be free of materi al 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 Addendumor Ordering Document. Motorola provides other express warranties for Motorola-manufactured hardware, Motorola-owned Software, and certain Services. Such express warranties are included in the applicable Addendum or Ordering Document. Such representations and warranties will apply only to the applicable Product or Service that is the subject of such Addendum or Ordering Document.
6.3. Warranty Claims; Remedies. To assert a warranty claim, Customer must notify Motorola in writing of the claim prior to the expiration of any warranty period set forth in this MCA or the applicable Addendum or Ordering Document. Unless a different remedy is otherwise expressly set forth for a particular warranty under an Addendum, upon receipt of such claim, Motorola will investigate the claim and use commercially reasonable efforts to repair or replace any confirmed materially non-conforming Product or re-perform any non-conforming Service, at its option. Such remedies are Customer’s sole and exclusive remedies for Motorola’s breach of a warranty.
Motorola’s warranties are extended by Motorola to Customer only, and are not assignable or transferrable.
6.4. Pass-Through Warranties. Notwithstanding any provision of this Agreement to the contrary, Motorola will have no liability for third-party software or hardware provided by Motorola; provided, however, that to the extent offered by third-party providers of software or hardware 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 A LL OTHER WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 7 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 th ird-party claim, demand, action, or proceeding (“Claim”) to the extent caused by Motorola’s 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 a
re conditioned upon: (a) Customer promptly notify ing 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 software Product, including subscription-based software services) or (ii) a credit for the Infringing Product, less a reasonable charge for depreciation (if the Infringing Product is an equipment product, 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
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 8 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 r easonable fees and expenses of attorneys) arising from any actual or threatened third-party claim, demand, action, or proceeding arising from or related to (a) Customer-Provided Equipment, Customer Data, or Non-Motorola Content, including any claim, demand, action, or proceeding alleging that any such equipment, data, or materials (or the integration or use thereof with the Products and Services) infringes or misappropriates a third- party intellectual property or other right, violates applicable law, or breaches the Agreement; (b) Customer-Provided Equipment’s failure to meet the minimum requirements set forth in the applicable Documentation or match the applicable specifications provided to Motorola by Customer in connection with the Products or Services; (c) Customer’s (or its service providers, agents, employees, or Authorized User’s) negligence or willful misconduct; and (d) Customer’s or its Authorized User’s breach of this Agreement. This indemnity will not apply to the extent any such claim is caused by Motorola’s use of Customer-Provided Equipment, Customer Data, or Non-Motorola Content in violation of the Agreement. Motorola will give Customer prompt, written notice of any claim subject to the foregoing indemnity. Motorola will, at its own expense, cooperate with Customer in its defense or settlement of the claim.
8. Limitation of Liability.
8.1. DISCLAIMER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR PERSONAL INJURY
OR DEATH, MOTOROLA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “ MOTOROLA PARTIES ”) WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT (WHETHER UNDER MOTOROLA’S INDEMNITY OBLIGATIONS, A
CAUSE OF ACTION FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR
OTHERWISE) FOR ANY INDIRECT, INCIDENTAL , SPECIAL, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUES, EVEN IF
MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR ANY THIRD PARTY OF THE
POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE FORESEEABLE.
8.2. 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-BASED PRODUCT 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-BASED PRODUCT OR RECURRING SERVICE, AS Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 9 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; (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 c onfidential by its nature. With respect to Motorola, Confidential Information will also include Products and Services, and Documentation, as well as any other information relating to the Products and Services. The nature and existence of this Agreement are considered Confidential Information of the Parties. In order to be considered Confidential Information, information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by Disclose r 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 co
nsultants who must access the Confidential Info rmation for the purpose of, and who are bound by confident
iality terms substantially similar to those in, this
Agreement;
(c) not copy, reproduce, reverse engineer, de-compile or disassemble any Confidential Information; (d) use th
e 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 a ny unauthorized use or disclosure
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 10 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. A dditionally, Recipient may disclose Confidential Information to the extent required by law, including a judicial or legislative order or proceeding, including disclosures as required by the Public Records Act or Freedom of Information Act.
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 automat ically 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, expres s or implied, in the Confidential Information is granted to the Recipient other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. Discloser represents and warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement.
10. Proprietary Rights; Data; Feedback.
10.1. Data Definitions. The following terms will have the stated meanings: “Customer Contact Data” means data Motorola collects from Customer, its Authorized Users, and their end users for business contact purposes, including marketing, advertising, licensing and sales purposes; “ Service Use Data” means data generated by Customer’s use of the Products and Services or by Motorola’s support of the Products and Services, including personal informati on, location, monitoring and recording activity, product performance and error information, activity logs and date and time of use; “ Customer Data” means data, information, and content, including images, text, videos, documents, audio, telemetry and structured data base records, provided by, through, or on behalf of Customer, its Authorized Users, and their end users through the use of 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.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 11 10.2. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer with access to software, tools, data, and other materials, including designs, utilities, models, methodologies, systems, and specifications, which Motorola has developed or licensed from third parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, or derivative works of the foregoing, whether made by Motorola or another party) (collectively, “ Motorola Materials”). The Products and Services, Motorola Data, Third-Party Data, and Documentation, are considered Motorola Materials. Except when Motorola has expressly transferred title or other interest to Customer by way of an Addendum or Ordering Document, the Motorola Materials are the property of Motorola or its licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets, know-how, other intellectual property and proprietary rights, and all associated goodwill and moral rights). For clarity, this Agreement does not grant to Customer any shared development rights in or to any Motorola Materials or other intellectual property, and Customer agrees to execute any documents and take any other actions reasonably requested by Motorola to effectuate the foregoing. Motorola and its licensors reserve all rights not expressly granted to Customer, and no rights, other than those expressly granted herein, are granted to Customer by implication, estoppel or otherwise. Customer will not modify, disassemble, reverse engineer, derive source code or create derivative works from, merge with other software, distribute, sublicense, sell, or export the Products and Services or other Motorola Materials, or permit any third party to do so.
10.3. Ownership of Customer Data. Customer retains all right, title and interest, including intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to Customer Data except those rights granted under this Agreement including the right to Process and use the Customer Data as set forth in Section 10.4 – Processing Customer Data below and in other applicable Addenda. The Parties agree that with regard to the Processing of personal information which may be part of Customer Data, Customer is the controller and Motorola is the processor, and may engage sub-processors pursuant to Section 10.4.3 – Sub-processors.
10.4. Processing Customer Data.
10.4.1. Motorola Use of Customer Data. To the extent permitted by law, Customer grants Motorola and its subcontractors a right to use Customer Data and a royalty-free, worldwide, non-exclusive license to use Customer Data (including to process, host, cache, store, reproduce, copy, modify, combine, analyze, create derivative works from such Customer Data and to communicate, transmit, and distribute 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.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 12 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 not violate any laws or applicable privacy notices or infringe any third-party rights (including intellectual property and privacy rights). Customer also represents and warrants that the Customer Data will be accurate and complete, and that Customer has obtained all required consents, provided all necessary notices, and met any other applicable legal requirements with re spect to collection and use (including Motorola’s and its subcontractors’ use) of the Customer Data as described in the Agreement.
10.4.3. Sub-processors. Customer agrees that Motorola may engage sub-processors who in turn may engage additional sub-processors to Process personal data in accordance with this Agreement. When engaging sub-processors, Motorola will enter into agreements with the sub-processors to bind them to data processing obligations to the extent required by law.
10.5. Data Retention and Deletion. Except for anonymized Customer Data, as described above, or as otherwise provided under the Agreement, Motorola will delete all Customer Data following termination or expiration of this MCA or the applicable Addendum or Ordering Document, with such deletion to occur no later than ninety (90) days following the applicable date of termination or expiration, unless otherwise required to comply with applicable law. Any requests for the exportation or download of Customer Data must be made by Customer to Motorola in writing before expiration or termination, subject to Section 13.9 – Notices . Motorola will have no obligation to retain such Customer Data beyond expiration or termination unless the Customer has purchased extended storage from Motorola through a mutually executed Ordering Document.
10.6. Service Use Data. Customer understands and agrees that Motorola may collect and use Service Use Data for its own purposes, including the uses described below. Motorola may use Service Use Data to (a) operate, maintain, manage, and improve existing and create new products and services, (b) test products and services, (c) to aggregate Service Use Data and combine it with that of other users, and (d) to use anonymized or aggregated data for marketing, research or other business purposes. Service Use Data may be disclosed to third parties. It is Customer’s responsibility to notify Authorized Users of Motorola’s collection and use of Service Use Data and to obtain any required consents, provide all necessary notices, and meet any other applicable legal requirements with respect to such collection and use, and Customer represents and warrants to Motorola that it has complied and will continue to comply with this Section.
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 Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 13 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 signifi cantly delayed, the affected Party will provide notice to the other Party, and the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule.
11.2. Delays Caused by Customer. Motorola’s performance of the Products and Services will be excused for delays caused by Customer or its Authorized Users or subcontractors, or by failure of any assumptions set forth in this Agreement (including in any Addendum or Ordering Document). In the event of a delay under this Section 11.2 – Delays Caused by Customer, (a) Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule, and (c) Customer will compensate Motorola for its out-of-pocket costs incurred due to the delay (including those incurred by Motorola’s affiliates, vendors, and subcontractors).
12. Disputes. The Parties will use the following procedure to resolve any disputes relating to or arising out of this Agreement (each, a “Dispute”):
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 14 12.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the laws of the State of California. 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 Dis pute. All in person meetings under this Section 12.2 – Negotiation; Mediation will take place in Riverside Coun ty, California, 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 Riverside 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 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 Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 15 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 will be a direct and intended third party beneficiary of this Agreement.
13.8. Interpretation. The section headings in this Agreement are included only for convenience The words “including” and “include” will be deemed to be followed by the phrase “without limitation”. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party.
13.9. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as FedEx, UPS, or DHL), and will be effective upon receipt.
13.10. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity, by contract, or otherwise. Except as specifically stated in this Agreement, the election by a Party of any remedy provided for in this Agreement or otherwise available to such Party will not preclude such Party from pursuing any other remedies available to such Party at law, in equity, by contract, or otherwise.
13.11. Survival. The following provisions will surviv e 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 Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 16 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.
By:
Name:
Title:
Date:
Customer: City of Riverside, City Manager
By:
Name:
Title:
Date:
City Clerk Signature:
Attest:
City Clerk
Certified as to Availability of Funds
Finance Department Signature:
By:
CFO/Treasurer
Approved as to Form:
City Attorney's Office Signature:
By:
Chief Assistant City Attorney
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E 5/12/2026
TVP, MSSSI
Norberto Colon
MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 1 Equipment Purchase and Software License Addendum
This Equipment Purchase and Software License Addendum (this “ EPSLA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below or in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Master Customer Agreement entered into between the Parties, effective as of [ ] (the “MCA ”).
Capitalized terms used in this EPSLA, but not defined herein, will have the meanings set forth in the MCA.
1. Addendum. This EPSLA governs Customer’s purchase of Equipment and license of Software Products (and, if set forth in an Ordering Document, related Services) from Motorola, and will form part of the Parties’ Agreement. “Equipment” means hardware Products provided by Motorola; and “ Software” means software preinstalled on Equipment and softwar e Products provided by Motorola, including, software that may be installed on Customer-Provided Equipment in accordance with this EPSLA (as applicable).
2. Delivery of Equipment and 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 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 Software for installation on Equipment or Customer- Provided Equipment will occur upon the earlier of (a) electronic delivery of the software by Motorola, and (b) the date Motorola otherwise makes the 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. Online Orders. If Customer registers with, and places orders through, Motorola Online (“MOL”), then this Agreement will be considered the “Underlying Agreement” for such MOL orders, rather than the MOL On-Line Terms and Conditions of Sale (and this Agreement will supersede such terms). MOL registration and other information may be found at https://businessonline.motorolasolutions.com and the MOL telephone number is (800) 814-0601.
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 Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 2 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. Software License and Restrictions.
3.1. 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 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 Software only in Customer’s owned or controll ed facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Software remotely from any location.
3.2. Subscription License Model. If the Parties mutually agree that any Product purchased under this EPSLA will be replaced with or upgraded to a subscription-based Product, then upon such time which the Parties execute the applicable Ordering Document, the licenses granted under this EPSLA will automatically terminate, and such subscription-based Products will be governed by the terms of the applicable Addendum under this Agreement.
3.3. End User Licenses. Notwithstanding any prov ision to the contrary in the Agreement, certain Software is 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.
3.4. 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 Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; (b) reverse engineer, disassemble, or reprogram the Software or any portion thereof to a human-readable form; (c) modify, create derivative works of, or merge the Software with other software or equipment; (d) copy, reproduce, distribute, lend, lease, or transfer the 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 Software or Documentation to be placed in the public domain; (f) use the Software to compete with Motorola; or (g) remove, alter, or obscure, any copyright or other notice.
3.5. Copies. Customer may make one (1) copy of the Software solely for archival, back-up, or disaster recovery purposes during the term of the applicable Software license. Customer may make as many copies of the Documentation reasonably required for the internal use of the Software during such Software 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 Software on more than one (1) unit of a Designated Product; or (b) copy onto or transfer Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 3 Software installed in a unit of a Designated Product onto another device. Customer may temporarily transfer 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 Software is transferred.
Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Customer must provide prompt written notice to Motorola at the time temporary transfer is discontinued.
3.6. Resale of Equipment. Equipment contains embedded 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 Software license terms, including the obligation to pay relevant license fees, from such third party.
4. Term.
4.1. Term. The term of this EPSLA (the “ EPSLA Term”) will commence upon either (a) the Effective Date of the MCA, if this EPSLA is attached to the MCA as of such Effective Date, or (b) the EPSLA Date set forth on the signature page below, if this EPSLA is executed after the MCA Effective Date, and will continue until the late r 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 – Software License and Restrictions of this EPSLA, or any other provision related to 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 Software delivered hereunder) will terminate. If Customer desires to purchase additional Services in connection with such Equipment or 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 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 terminatio n, Motorola will be entitled to all available remedies at law or in equity, including immediate injunctive relief and repossession of all non- embedded Software and associated Documentation.
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-based Software, and Customer or Motorola terminates the Agreement, this EPSLA, or other applicable Addendum (such as the Addendum governing the purchase of such subscription-based 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 Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 4 are issued after shipment of Equipment or upon Motorola’s delivery of 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 disclaim ers and exclusions set forth in the MCA and this EPSLA, (a) for a period of one (1) year commencing upon the delivery of Motorola- manufactured Equipment under Section 2.1 – Delivery and Risk of Loss , Motorola represents and warrants that such Motorola-manufactured Equipment, under normal use, will be free from material defects in materials and workmanship; (b ) to the extent permitted by the providers of third-party software or hardware included in the Products and Services, Motorola will pass through to Customer any warranties provided by such th ird 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 Software under Section 2.1 – Delivery and Risk of Loss , Motorola represents and warrants that such 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 Software (as determined by Motorola). The warranty set forth in subsection (c) will be referred to as the “Motorola Software Warranty”. As Customer’s sole and exclusive remedy for any breach of the Motorola Software Warranty, Motorola will use commercially reasonable efforts to remedy the material defect in the applicable 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 Software with functionally-equivalent software, provide substitute software to Customer, or terminate the applicable software lic ense and refund any paid license fees to Customer on a pro-rata basis. For clarity, the Motorola Software Warranty applies only to the most current version of the Software issued by Motorola, and issuance of updated versions of any Software does not result in a renewal or extension of the Motorola 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 ACCIDEN T, 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
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, Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E MOTOROLA CONQFUIODTEEN-3T4I2A6L287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 5 Customer will reimburse Motorola for its reas onable 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 Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software.
8. Survival. The following provisions will survive the expiration or termination of this EPSLA for any reason: Section 3 – Software License and Restrictions; Section 4 – Term; Section 5 – Payment; Section 6.2 – Additional Exclusions; Section 8 – Survival. 1 Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 1 MOTOROLA CONFIDENTIAL
Subscription Software Addendum
This Subscription Software Addendum (this “SSA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“ Motorola”) and the entity set forth in the signature block below or in the MCA (“ Customer”), and will be subject to, and governed by, the terms of the Master Customer Agreement entered into between the Parties, effective as of [ ] (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 Custom er’s employees with training on their proper use. Customer will protect, and will cause its Au thorized 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 Sub scription 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 Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 2 MOTOROLA CONFIDENTIAL
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. 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. 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 obscur e, any copyright or other notice; share user credentials (including among Authorized Users); use the Subscription Software to store or transmit malicious code; or attempt to gain unauthorized access to the Subscription Software or its related systems or networks.
4. Term.
4.1. Subscription Terms. The duration of Customer’s subscription to the first Subscription Software and any associated recurring Services ordered under this SSA (or the first Subscription Software or recurring Service, if multiple are ordered at once) will commence upon delivery of such Subscription Software (and recurring Services , if applicable) and will continue for a twelve (12) month period or such longer period identified in an Ordering Document (the “ Initial Subscription Period”). Following the Initial Subscription Period, Customer’s subscription to the Subscription Software and any recurring Services will automatically renew for Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 3 MOTOROLA CONFIDENTIAL
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 fo r each new Subscription Software or recurring Service will (a) commence upon delivery of such Subscription Software or recurring Service, and continue until the conclusion of Customer’s then-current Subscription Term (a “ Partial Subscription Year ”), and (b) automatically renew for Renewal Subscription Years thereafter, unless either Party notifies the other Party of its intent not to renew at least thirty (30) days before the conclusion of the then-current Subscription Term. Thus, unless otherwise specified in the applicable Ordering Document, the Subscription Terms for all Subscription Software and recurring Services hereunder will be synchronized.
4.2. Term. The term of this SSA (the “SSA Term”) will commence upon either (a) the Effective Date of the MCA, if this SSA is attached to the MCA as of such Effective Date, or (b) the SSA Date set forth on the signature page below, if this SSA is executed after the MCA Effective Date, and will continue until the expiration or termination of all Subscription Terms under this SSA, unless this SSA or the Agreement is earlier terminated in accordance with the terms of the Agreement.
4.3. Termination. Notwithstanding the termination provisions of the MCA, Motorola may terminate this SSA (or any Addendum or Ordering Documents hereunder), or suspend delivery of Subscription Software or Services, immediately upon notice to Customer if (a) Customer breaches Section 3 – Subscription Software License and Restrictions of this SSA, or any other provision related to Subscription Software license scope or restrictions set forth in an Addendum or Ordering Document, or (b) it determines that Customer’s use of the Subscription Software poses, or may pose, a security or other risk or adverse impact to any Subscription Software, Motorola, Motorola’s systems, or any third party (including other Motorola customers). Customer acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Subscription Software and Documentation, and that Customer’s breach of the Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Customer breaches this Agreement, in addition to termination, Motorola will be entitled to all available remedies at law or in equity (including immediate injunctive relief).
4.4. Wind Down of Subscription Software. In addition to the termination rights in the MCA, Motorola may terminate any Ordering Document and Subscription Term, in whole or in part, in the event Motorola plans to cease offering the applicable Subscription Software or Service to customers.
5. Payment.
5.1. Payment. Unless otherwise provided in an Ordering Document (and notwithstanding the provisions of the MCA), Customer will prepay an annual subscription Fee set forth in an Ordering Document for each Subscription Software and associated recurring Service, before the Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 4 MOTOROLA CONFIDENTIAL
commencement of each Subscription Term. For any Partial Subscription Year, the applicable annual subscription Fee will be prorated based on the number of months in the Partial Subscription Year. The annual subscription Fee for Subscription Software and associated recurring Services may include certain one-time Fees, such as start-up fees, license fees, or other fees set forth in an Ordering Document. Motorola will have the right to suspend the Subscription Software and any recurring Services if Customer fails to make any payments when due.
5.2. License True-Up. Motorola will have the right to conduct an audit of total user licenses credentialed by Customer for any Subscription Software during a Subscription Term, and Customer will cooperate with such audit. If Motorola determines that Customer’s usage of the Subscription Software during the applicable Subscription Term exceeded the total number of licenses purchased by Customer, Motorola may invoice Customer for the additional licenses used by Customer, pro-rated for each additional license from the date such license was activated, and Customer will pay such invoice in accordance with the payment terms in the MCA.
6. Liability.
6.1. 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 THER EOF; (D) TRACKING AND LOCATION-BASED SERVICES; OR (E) BETA SERVICES.
6.2. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed or excluded issues in the MCA or Section 6.1 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable.
7. Motorola as a Controller or Joint Controller. In all instances where Motorola acts as a controller of data, it will comply with the applicable provisions of the Motorola Privacy Statement at https://www.motorolasolutions.com/en_us/about/privacy-policy.html#privacystatement,a s 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: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 5 MOTOROLA CONFIDENTIAL
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 1 MOTOROLA CONFIDENTIAL
Mobile Video Addendum
This Mobile Video Addendum (this “MVA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“ Motorola”) and the entity set forth in the signature block below or in the MCA (“ Customer”), and will be subject to, and governed by, the terms of the Master Customer Agreement entered into between the Parties, effective as of [ ] (the “ MCA”), and the applicable Addenda. Capitalized terms used in this MVA, but not defined herein, will have the meanings set forth in the MCA or the applicable Addenda.
1. Addendum. This MVA governs Customer’s purchase of any Motorola mobile video Products, including participation in Motorola’s Video-as-a-Service Program (“VaaS Program”). A “Mobile Video System” is a solution that includes at least one mobile video Product and requires Integration Services to deploy such mobile video Product or the associated evidence management Product at a Customer Site. In addition to the MCA, other Addenda may be applicable to Products offered under this MVA, including the Subscription Software Addendum (“SSA”), with respect to Subscription Software, and the Equipment Purchase and Software License Addendum (“EPSLA”), with respect to Licensed Software and Equipment, as each of those terms are defined therein, and as further described below. This MVA will control with respect to conflicting or ambiguous terms in the MCA or any other applicable Addendum, but only as applicable to the Mobile Video System or other Products purchased under this MVA and not with respect to other Products or Services.
2. Evidence Management Systems; Applicable Terms and C onditions.
2.1. On-Premise Evidence Management. If Customer purchases a Mobile Video System where Equipment and Licensed Software for evidence management is installed at Customer Sites (an “On-Premises Evidence Management System ”), then, unless the Ordering Document(s) specify that any software is being purchased on a subscription basis (i.e., as Subscription Software), any (i) Equipment and (ii) Licensed Software installed at Customer Sites or on Customer-Provided Equipment, in each case pu rchased in connection with the On-Premises Evidence Management System, are subject to the EPSLA. On-Premises Evidence Management Systems described in this Section qualify for the System Warranty as described in Section 4 – On-Premises Evidence Management System Warranty (the “System Warranty”).
2.2. Cloud Hosted Evidence Management. If Customer purchases Mobile Video System where the software for evidence management is hosted in a data center and provided to Customer as a service (” Cloud Hosted Evidence Management System”), including CommandCentral Evidence and EvldenceLibrary.com Products, then such Cloud Hosted Evidence Management System is subject to the SSA. Any Equipment purchased in connection with Cloud Hosted Evidence Management System is subject to th e EPSLA. Cloud Hosted Evidence Management System described in this Section do not qualify for the System Warranty. System completion, however, is determined in accordance with the provisions of Section 7 – System Completion below.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 2 MOTOROLA CONFIDENTIAL
2.3. Services. Any Integration Services or Maintenance and Support Services purchased in connection with, or included as a part of, a Mobile Video System are subject to the MCA, and as described in the applicable Ordering Document.
3. Payment. Customer will pay invoices for the Products and Services covered by this MVA in accordance with the invoice payment terms set forth in the MCA. Fees for Mobile Video Systems will be invoiced as of the System Completion Date, unless another payment process or schedule or milestones are set forth in an Ordering Document or applicable Addendum. In addition to Equipment, Licensed Software, Subscription Software and Integration Services (as applicable) sold as part of a Mobile Video System, the Ordering Documents for a Mobile Video System may also include post-deployment Integration Services or other Services which are to be provided following the date of functional demonstration (“Post-Deployment Services”). Post-Deployment Services will be invoiced upon their completion and paid by Customer in accordance with the terms of the MCA.
4. On-Premises Evidence Management System Warranty. Subject to the disclaimers in the MCA and any other applicable Addenda, Motorola represents and warrants that, on the System Completion Date (as defined below) for an On-Premises Evidence Management System described in Section 2.1 – On-Premises Evidence Management (a) such On-Premises Evidence Management System will perform in accordance with the descriptions in the applicable Ordering Documents in all material respects, and (b) if Customer has purchased any Equipment or Motorola Licensed Software (but, for clarity, excluding Subscription Software) as part of such On-Premises Evidence Management System, the warranty period applicable to such Equipment and Motorola Licensed Software will continue for a period of one (1) year commencing upon the System Completion Date for the On-Premises Evidence Management System that includes such Products, or on the applicable Product Completion Date, if earlier, instead of commencing upon delivery of the Products in accordance with the terms and conditions set forth in Section 6 – Representations and Warranties; Liabilities of the EPSLA. The warranties set forth in the applicable Addenda are not otherwise modified by this MVA.
5. Additional Software and Video Terms.
5.1. Unlimited Storage. In the event Customer purchases a Cloud Hosted Evidence Management System with “Unlimited Storage”, including evidence management under the VaaS Program, then “Unlimited Storage” means storage of all data captured using Equipment sold under this MVA, provided that (1) video recordings are recorded in an event-based setting where users are not recording an entire shift under one video footage and (2) Customer’s data retention policies and practices do not result in the retention of data beyond the statutory minimums set forth by the State in which the Customer resides. In the event Customer does not comply with the preceding clauses (1) and (2), Motorola shall have the right to charge Customer for such excess data storage at the prevailing rates. Motorola also has the right to place any data that has not been accessed for a consecutive six (6) month period into archival storage, retrieval of which may take up to twenty-four (24) hours from any access request.
5.2. Applicable End User Terms. Additional license terms apply to third-party software included in certain software Products which are available online at: www.motorolasolutions.com/legal-flow- downs. Customer will comply, and ensure its Authorized Users comply, with all such additional license terms.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 3 MOTOROLA CONFIDENTIAL
5.3. WatchGuard Detector Mobile. Any order by Customer of WatchGuard Detector Mobile is on a subscription basis and subject to the SSA.
5.4. Vigilant Access. Customer may opt for subscription to additional Subscription Software, including use of the Law Enforcement Archival Network (“LEARN”), which is subject to the SSA and any additional terms governing the use of LEARN. If Customer purchases a subscription to commercial license plate recognition data, then Customer will execute and agree to the terms of Motorola’s standard Data License Addendum.
5.5. License Plate Recognition Data. License plate recognition (“ LPR”) data collected by Customer is considered Customer Data (as defined in the MCA) and is therefore subject to the Customer’s own retention policy. Customer, at its option, may share its LPR data with other similarly situated Law Enforcement Agencies (“ LEAs”) which contract with Motorola to access LEARN by selecting this option within LEARN. Other similarly situated LEAs may similarly opt to share their LPR data with Customer using LEARN. Such LPR data generated by other LEAs is considered Third-Party Data (as defined in the MCA), is governed by the retention policy of the respective LEA, and shall be used by Customer only in connection with its use of LEARN. LPR data that has reached its expiration date will be deleted from LEARN. Only individuals who are agents and/or sworn officers of Customer and who are authorized by Customer to access LEARN on behalf of Customer through login credentials provided by Customer (“ User Eligibility Requirements”) may access LEARN. Vigilant in its sole discretion may deny access to LEARN to any individual based on such person’s failure to meet the User Eligibility Requirements.
Customer will ensure no user logins are provided to agents or officers of other local, state, or Federal LEAs without the express written consent of Vigilant. Customer will be responsible for all individuals’ access to, and use of, LEARN through use of Customer login credentials, including ensuring their compliance with this Agreement.
5.6. API Support. Motorola will use commercially reasonable efforts to maintain its Application Programming Interface (“API”) sold in connection with any Mobile Video System. APIs will evolve and mature over time, requiring changes and updates. Motorola will use reasonable efforts to continue supporting any version of an API for six (6) months after such version is introduced, but if Motorola determines, in its sole discretion, to discontinue support of an API for any reason, Motorola will provide reasonable advance notification to Customer. If an API presents a security risk, Motorola may discontinue an API without prior notice.
5.7. Support of Downloaded Clients. If Customer purchases any software Product that requires a client installed locally on Customer-Provided Equipment or Equipment in possession of Customer, Customer will be responsible for downloading and installing the current version of such client, as it may be updated from time to time. Motorola will use reasonable efforts to continue supporting any version of a client for forty-five (45) days following its release, but Motorola may update the current version of its client at any time, including for bug fixes, product improvements, and feature updates, and Motorola makes no representations or warranties that any software Product will support prior versions of a client.
5.8. CJIS Security Policy. Motorola agrees to support Customer’s obligation to comply with the Federal Bureau of Investigation Criminal Justice Information Services (“CJIS”) Security Policy and will comply with the terms of the CJIS Security Addendum for the term of the Addendum or Ordering Document for the applicable Product. Customer hereby consents to Motorola screened personnel serving as the “escort” within the meaning of CJIS Security Policy Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 4 MOTOROLA CONFIDENTIAL
for unscreened Motorola personnel that require access to unencrypted Criminal Justice Information for purposes of Product support and development.
6. VaaS Program Terms. All hardware provided by Motorola to Customer under the VaaS Program will be considered “Equipment”, as defined in the EPSLA, and constitutes a purchase of such Equipment subject to the terms of the EPSLA. Additionally, the following terms and conditions apply to any Equipment purchased under the VaaS Program:
6.1. Technology Refresh. All body cameras and associated batteries purchased under the VaaS Program (“Body Cameras”) are eligible for a one-time replacement at no additional cost to the Customer beginning on the date three (3) years following the date of delivery of the initial Body Cameras and associated batteries provided under the VaaS Program. In order to receive any replacement Body Camera applicable under this Section 6.1 – Technology Refresh , Customer must return the existing Body Camera to Motorola in working condition. The corresponding replacement Body Camera will be the then-current model of the Body Camera at the same tier as the Body Camera that is returned to Motorola. For clarity, any other Equipment received by Customer as part of the VaaS Program, other than Body Cameras, will not be eligible for a technology refresh hereunder.
6.2. No-Fault Warranty. Subject to the disclaimers set forth in the MCA and EPSLA, upon delivery of any Equipment purchased as part of the VaaS Program, Motorola will provide a No- fault Warranty to Customer for such Equipment that extends until the end of the Commitment Term (as defined below) applicable to such Equipment; except that the No-fault Warranty will not apply to: (i) any Equipment with intentionally altered or removed serial numbers, (ii) any other damages disclaimed under the MCA or EPSLA, or (iii) any Equipment that Motorola determines was changed, modified, or repaired by Customer or any third party. The “ No-fault Warranty” means that Motorola will repair or replace any Equipment components or parts that render the applicable Equipment unable to perform its intended purpose. With respect to any batteries in Body Cameras, a battery will be considered faulty and covered under this No-fault Warranty if it falls below sixty percent (60%) of rated capacity.
6.3. Commitment Term. Customer accepts that following the delivery of any Equipment under the VaaS Program, Customer commits to a five (5) year subscription term for such Equipment at the rate provided in the Ordering Document (the “ Initial Commitment Term ”). If Customer, for any reason, terminates any of its obligations to Motorola prior to expiration of the applicable Commitment Term (as defined below), Customer will be subject to the payments described in Section 6.7.2 – Termination hereunder.
6.4. Additional Devices. Any additional Equipment, including any accessory items, ordered by Customer after Customers’ initial purchase of Equipment hereunder may be subject to an incremental increase in Fees. In the event Customer orders additional Equipment under the VaaS Program within the ninety (90) days immediately following its initial purchase, such Equipment will be included in and subject to the Initial Commitment Term. Any additional Equipment purchased under the VaaS Program subsequent to such ninety (90) day period, will commence an additional subscription term commitment for such Equipment of five (5) years (a “Subsequent Commitment Term”) with respect to the monthly Fee associated with such additional Equipment. For purposes of this Addendum, the Initial Commitment Term and each Subsequent Commitment Term are each also referred to herein as a “Commitment Term”.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 5 MOTOROLA CONFIDENTIAL
6.5. Included Subscription Software.
6.5.1. EvidenceLibrary.com. Subject to Section 6.7.1 – VaaS Term, the VaaS Program provides Customer with a subscription to the Cloud Hosted Evidence Management System specified in the Ordering Document during the VaaS Term (as defined below), the use of which is subject to the SSA. Customer’s subscription will include unlimited users, Unlimited Storage and unlimited sharing, provided any media or data uploaded to the Cloud Hosted Evidence Management System is done so using Motorola Equipment actively enrolled in the VaaS Program. Following expiration of the applicable Commitment Term, if Customer desires to continue use of expired Equipment with the Cloud Hosted Evidence Management System, Customer must purchase additional access to Cloud Hosted Evidence Management System based on Motorola’s prevailing rates, or Motorola may disconnect connectivity of any expired Equipment to the Cloud Hosted Evidence Management System.
6.5.2. C ommandCentral. For each Body Camera, in-car system or integrated system purchased, Customer will receive one user license for Motorola CommandCentral, which provides access to CC Community, CC Capture, CC Vault and CC Records.
If the Customer requires additional licens es to CommandCentral they must be purchased for an additional fee.
6.5.3. C arDetector Mobile. If Customer’s VaaS Program order includes an in-car system, Customer will receive a subscription to WatchGuard CarDetector Mobile during the VaaS Term, the use of which is subject to the SSA.
6.6. VaaS Program Payment. Unless otherwise provided in an Ordering Document (and notwithstanding the provisions of the MCA), Custom er will prepay a subscription Fee quarterly (each a “Subscription Quarter”), as set forth in an Ordering Document. If Customer orders any additional Product(s) under the VaaS Program subsequent to the initial purchase by Customer, Fees for such additional Product will be added to the quarterly subscription Fee, and will be payable on the same Fee payment schedule as the initial Product purchased under the VaaS Program; provided, however, that for the first Subscription Quarter during which such additional Product is purchased, the subscription Fee for the applicable additional Product will be pro-rated based on the applicable number of days remaining in the such initial Subscription Quarter.
6.7. VaaS Program Term and Termination.
6.7.1. VaaS Term. Customer’s participation in the VaaS Program will commence upon the System Completion Date under this MVA, and will continue through the end of the final Commitment Term hereunder (“the “VaaS Term”). Following the end of any Commitment Term, Customer’s access to the Cloud Hosted Evidence Management System with respect to the Equipment purchased relative to that Commitment Term will expire, and Customer must download or transfer all Customer Data associated with the applicable Equipment within thirty (30) days following expiration unless Customer purchases extended access to the Cloud Hosted Evidence Management System from Motorola at the prevailing rates.
Motorola has no obligation to retain Customer Data for expired Equipment beyond thirty (30) days following expiration of the applicable Commitment Term.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 6 MOTOROLA CONFIDENTIAL
For example, if Customer purchases 100 devices on January 1 of Year 1 of the VaaS Term, and then 100 additional devices on January 1 of Year 3, on December 31 of Year 5 (i.e., the conclusion of the Initial Commitment Term), Customer’s access to the Cloud Hosted Evidence Management System with respect to the first 100 devices will be discontinued, and Customer must purchase extended storage or transfer all Customer Data associated with the first 100 devices within thirty (30) days of expiration of the Initial Commitment Term. In the foregoing example, the Cloud Hosted Evidence Management System access and data storage for the second 100 devices purchase will extend until December 31 of Year 7.
6.7.2. Termination. The termination provisio ns applicable to the VaaS Program will be those set forth in the MCA, EPSLA and SSA, as applicable. If Customer’s participation in the VaaS Program is terminated for any reason prior to the end of the Initial Commitment Term or any Subsequent Commitment Term, Customer will pay the pro-rated remainder of the aggregate Equipment MSRP price (prevailing as of the time of delivery), calculated by multiplying the MSRP price of all Equipment purchased under the VaaS Program by the percentage resulting from dividing the number of months remaining in the Commitment Term applicable to such Equipment by sixty (60). In the event Customer purchased Equipment on multiple dates, resulting in separate Commitment Terms for certain Equipment, the preceding calculation will be made relative to the applicable Commitment Term for each Equipment order. For example, if Customer purchased $1,000 worth of Equipment on January 1 of Year 1 of the VaaS Term, and then $1,000 worth of Equipment on January 1 of Year 2, and then Customer’s VaaS Program terminates on December 31 of Year 3, Customer will be required to repay: $1,000 x (24/60) + $1,000 x (36/60), which is equal to
$1,000 in the aggregate.
7. System Completion. Any Mobile Video System sold hereunder will be deemed completed upon Customer’s (or the applicable Authorized User’s) Beneficial Use of the applicable Mobile Video System (the “ System Completion Date ”). Customer will not unreasonably delay Beneficial Use, and in any event, the Parties agree that Beneficial Use will be deemed to have occurred thirty (30) days after functional demonstration. As used in this Section, “Beneficial Use” means use by Customer or at least one (1) Authorized User of the material features and functionalities of Mobile Video System, in material conformance with Product descriptions in the applicable Ordering Document. Any additional Equipment sold in connection with the initial Mobile Video System shall be deemed delivered in accordance of the terms of the EPSLA. Any additional Subscription Software purchased under the VaaS Program will be deemed delivered upon Customer’s receipt of credentials required for access to the Cloud Hosted Evidence Management System or upon Motorola otherwise providing access to the Cloud Hosted Evidence Management System. This Section applies to Products purchased under the MVA notwithstanding the delivery provisions of the Addendum applicable to such Products, such as the SSA or EPSLA, and this Section will control over such other delivery provisions to the extent of a conflict.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. 7 MOTOROLA CONFIDENTIAL
8. Additional Cloud Terms . The terms set forth in this Section 8 – Additional Cloud Terms apply in the event Customer purchases any cloud hosted software Products under this MVA, including a Cloud Hosted Evidence Management System.
8.1. Data Storage. Motorola will determine, in its sole discretion, the location of the stored content for cloud hosted software Products. All data, replications, and backups will be stored at a location in the United States for Customers in the United States.
8.2. Data Retrieval. Cloud hosted software Products will leverage different types of storage to optimize software, as determined in Motorola’s sole discretion. For multimedia data, such as videos, pictures, audio files, Motorola will, in its sole discretion, determine the type of storage medium used to store the content. The type of storage and medium selected by Motorola will determine the data retrieval speed. Access to content in archival storage may take up to twenty- four (24) hours to be viewable.
8.3. Availability. Motorola will make reasonable efforts to provide monthly availability of 99.9% for cloud hosted software Products with the exception of maintenance windows. There are many factors beyond Motorola’s control that may impact Motorola’s ability to achieve this goal.
8.4. Maintenance. Scheduled maintenance of cloud hosted software Products will be performed periodically. Motorola will make commercially reasonable efforts to notify customers one (1) week in advance of any such maintenance. Unscheduled and emergency maintenance may be required from time to time. Motorola will make commercially reasonable efforts to notify customers of any unscheduled or emergency maintenance twenty-four (24) hours in advance.
9. Survival . The following provisions will survive the expiration or termination of this MVA for any reason: Section 1 – Addendum ; 2 – Evidence Management Systems; Applicable Terms and Conditions ; Section 3 – Payment ; Section 5.2 – Applicable End User Terms; Section 6.5.1 – EvidenceLibrary.com; Section 6.7 – VaaS Program Term and Termination ; Section 9 – Survival.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
SOLUTION DESCRIPTION — SVX V IDEO REMOTE SPEAKER MICROPHONE The SVX Video Remote Speaker Microphones leverages the
capabilities of APX NEXT and N70 radios - from clarity of audio to mission-critical ergonomics and virtual partner ViQi - and adds the ability to capture powerful evidential footage in challenging conditions.
By converging our industry-leading voice and trusted video technology, we’ve transformed what it means to be on the front line. Now, law enforcement agencies can get the best of both worlds, without sacrificing ergonomics or usability.
The SVX can help every member of an agency, regardless of their role. Officers experience fewer distractions in the field, and are secure in the knowledge that they’ll always hear, and be heard - whether they’re in the middle of an evolving incident or reviewing a suspect’s confession back at the station. Evidence technicians can build a stronger case more easily, with evidential audio and radio communications captured on one device in a single video; and, because these videos are categorized automatically, technicians can also find the relevant information quickly. IT technicians now have half the number of devices, docks, and accessories they need to secure and maintain, while senior officers know that they’re augmenting the power of their APX radio investment and improving the safety of their officers.
MISSION-CRITICAL VOICE FUNCTIONALITY AND ERGONOMICS
x Secure and reliable wireless connectivity– out of the box, the SVX operates as a Wireless Remote Speaker Microphone, freeing officers from the constraints of cords and cables via a secure, reliable Bluetooth connection to their APX NEXT or N70 radio. It enables officers to move effortlessly while still staying focused on the task at hand.
x Intuitive design – The large, recessed push-to-talk and emergency buttons are easy to use and designed to prevent accidental activation. Officers can also query the device status via voice commands, to reduce interaction with the device during high-stress situations. x Clear audio – The SVX can be positioned anywhere on the front of an officer’s uniform or tactical vest, due to its 102 Phon speech loudness, High Dynamic Range (HDR) microphones, advanced windporting technology and intelligent noise suppression technology. This provides the best possible field of view for both evidential video capture and clear radio communications.
x Secure NFC pairing – Via “touch” pairing, an officer can quickly associate their SVX with their corresponding APX NEXT or N70 for the first time, even when many other wireless devices are present in the area. x Removable battery – The SVX’s detachable battery enables officers to switch from a depleted battery to a fully-charged battery in the field, which accommodatesunexpected overtime or heavy usage. Batteries can be charged independently from the SVX itself, so officers can keep a replacement battery on-hand and ready to use.
x Programmable buttons – Use four configurable buttons to accommodate radio shortcuts or video operation functionality.
x ViQi - for SVX devices paired with APX NEXT and APX N70 radios, ViQi provides the following voice interaction capabilities when available or subscribed to on a per-agency basis:
- Real-time translation, a broadband-enabled service supporting conversation between English and Spanish, Portuguese, Mandarin, and numerous other languages. - Assist Chat, a broadband-enabled service providing a Large Language Model (LLM) platform designed for public safety users.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
- Voice Control, a local service supporting officers tagging video footage and performing other basic device controls through voice commands. ViQi Voice Control now includes enhanced capabilities, sending unrecognized voice commands to the cloud for intent recognition and response.
PLEASE NOTE: Product(s) purchased may include an AIFeature that utilizes smart technology (such as a chat bot or voice activated AI), designed to process user queries and retrieve information from our Products. The AI Feature’s responses (“AI Outputs”) are generated using artificial intelligence and data from our Products.
Customer assumes sole responsibility for reviewing, evaluating, and independently verifying the accuracy, appropriateness, and suitability of any AI Outputs before relying upon them or taking any action based thereon.
THE AI FEATURE AND AI OUTPUTS ARE PROVIDED "ASIS". MOTOROLA SOLUTIONS, INC. DISCLAIMS ALL WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF AI OUTPUTS.
Motorola Solutions shall have no liability for any decisions made or actions taken (or not taken) by Customer or its users in reliance on AI Outputs. Customer shall ensure its users are appropriately informed about the nature of the AI Feature and the necessity for independent verification.
EVIDENTIARY VIDEO FUNCTIONALITY (REQUIRES VIDEOMANAGER EL OR COMMANDCENTRAL DEMS) x Dual audio streams – revolutionary audio technology enables officers to capture both clear radio communications and environmental audio simultaneously;this provides mission-critical communications in the field, while also adding more context of how and when an officer responded in the evidentiary video. x Natural field of view – The SVX eliminates the fisheye effect from wide-angle lenses that warps video footage. Distortion correction enables a clear and complete evidence review process. The SVX’s high quality, low light sensor captures an accurate depiction of recorded events, even in challenging lighting conditions. x Data encryption – The SVX uses FIPS-140-2 compliant encryptionat-rest and in-transit. This prevents bad actors from gaining unauthorized access to confidential and sensitive data. x Record-After-the-Fact® – Our patented Record-After-the-Fact® technology captures footage even when the recording function is not engaged. An officer or supervisor can request video footage from a specific point in the past to be uploaded to the evidence management system, hours or even days after the event occurred. x Voice-activated tagging – Leveraging the ViQi Voice Control capabilities of the paired APX NEXT or N70 radio, officers can now easily apply an event category to a recording video by simply uttering a voice command (e.g., “tag video as ‘arrest’”). This eliminates scrolling through a long list of events, either on a small body camera screen or back at the station after a shift. x Bluetooth recording triggers – The SVX accommodates a variety of Bluetooth recording triggers, so officers can focus on the task at hand instead of needing to manually start recording. Emergency button: the SVX is triggered to start recording immediately when the APX NEXT or N70 emergency mode button is pressed, or the “Fall Alert” feature is activated. M500 in-car video systems collaboration and Holster sensors will be available in upcoming software upgrades.
x Wireless uploading – Recordings made by the SVX are uploaded to the agency’s evidence management system via Wi-Fi. This enables easy transfer of critical recordings from a vehicle to headquarters for immediate review or long-term storage.
x Real-time location and video streaming– leveraging a Wi-Fi connection, the SVX can send location updates and stream live video to CommandCentral Aware in a dispatch center or Real Time Crime Center (RTCC), giving the agency a complete and accurate view of their officers for better coordination and quicker response times.
x SmartControl Application – To maximize efficiency in the field, the Motorola Solutions SmartControl app enables SVX users to preview video recordings, add or edit tags, change camera settings and view live video from the camera. The app is available for both iOS and Android phones.
CHARGERS AND UPLOAD STATIONS
The SVX has three charging options:
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
SmartDock – charge up to ten SVX devices and their attached batteries simultaneously.
When the SVX is used as an RSM only, a LAN-connected SmartDock enables the devices to check for new firmware and automatically apply these updates without manual intervention. When the SVX is used as a video RSM, the SmartDock enables the automatic offload of video recordings from the devices to the evidence management platform via an integrated gigabit switch. It also facilitates comprehensive device management capabilities, including device configuration and checkout.
Battery-only charger – charge up to 12 spare batteries at once. Quickly understand which batteries are ready to take for a shift via a status LED on each slot. A convenient mounting bracket allows the charger to be placed on a desk or mounted on a wall.
USB-C charger – charge a single SVX device or battery by connecting a commercially- available USB-C cable to a 1.5amp wall adapter, car port or battery backup bank, for additional charging flexibility on the go.
EARPIECE SOLUTIONS
The receive-only earpiece connects to the 3.5mm side connector on the SVX and is a great option for private communication when the device is mounted at chest level on the officer’s uniform. The SVX serves as the wireless microphone to speak, and the earpiece to listen.
The two-wire surveillance style earpieceis an ideal choice for unobtrusive communication when the SVX is mounted below chest level. The discreet microphone piece can be attached on a shirt collar or outer carrier shoulder strap. To transmit, the officer can press the PTT button on the microphone piece, the SVX or radio itself. The programmable button on the front of the mic piece mirrors the function of the 3-dot button on the SVX.
MOUNTING SOLUTIONS
The SVX is compatible with the entire portfolio of existing V300 / V700 mounting solutions, depicted below:
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
SVX REMOTE SPEAKER MICROPHONE STATEMENT OF WORK
OVERVIEW
This Statement of Work (SOW) outlines the responsibilities of Motorola Solutions, Inc. (Motorola) and the Customer for the implementation of the SVX remote speaker microphone and your digital evidence management solution. For the purpose of this SOW, the term “Motorola” may refer to our affiliates, subcontractors, or certified third-party partners.
This SOW addresses the responsibilities of Motorola and the Customer that are relevant to the implementation of the hardware and software components listed in the Solution Description. Any changes or deviations from this SOW must be mutually agreed upon by Motorola and the Customer and will be addressed in accordance with the change provisions of the Contract. The Customer acknowledges any changes or deviations from this SOW may incur additional cost.
Motorola and the Customer will work to complete their respective responsibilities in accordance with the Project Schedule. Any changes to the Project Schedule must be mutually agreed upon by both parties in accordance with the change provisions of the Contract.
Unless specifically stated, Motorola will perform the work remotely. The Customer will provide Motorola personnel with access to their network and facilities so Motorola is able to fulfill its obligations. All work will be performed during normal business hours based on the Customer’s time zone (Monday through Friday from 8:00 a.m. to 5:00 p.m.).
The number and type of software subscription licenses, products, or services provided by Motorola are specifically listed in the Contract and referenced in the SOW. Services & Products provided under this SOW are governed by the mutually executed Contract between the parties, or Motorola’s Master Customer Agreement and applicable addenda (“Contract”).
AWARD, ADMINISTRATION, AND PROJECT INITIATION
Project Initiation and Planning will begin following the execution of the Contract between Motorola and the Customer. At the conclusion of Project Planning, Motorola’s Project Manager (PM) will begin status meetings and provide status reports on a regular cadence with the Customer’s PM. The status report will provide a summary of activities completed, activities planned, progress against the project schedule, items of concern requiring attention, as well as, potential project risks and agreed upon mitigation actions.
Motorola utilizes Google Meet as its teleconference tool. If the Customer desires to use an alternative teleconferencing tool, any costs incurred from the use of this alternate teleconferencing tool will be the responsibility of the Customer.
FBI-CJIS SECURITY POLICY – CRIMINAL JUSTICE INFORMATION CJIS Security Policy Compliance
Motorola does not believe our solution requires compliance with the FBI-CJIS Security Policy (CJISSECPOL) based on the definition in Section 4 of CJISSECPOL and how the FBI-CJIS defines Criminal Justice Information.
However, Motorola does design its products with the CJISSECPOL security controls as a guide. Motorola’s Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. design and features support best practice security controlsand policy compliance. In the event of a CJIS technical audit request, Motorola will support the Customer throughout this process.
Personnel Security – Background Screening
Motorola will assist the Customer with completing the CJISSecurity Policy Section Personnel Security related to authorized personnel background screening when requested to do so by the Customer. Based on the Personnel Security section of the CJISSECPOL, a Motorola employee is defined as someone who is required to be on the Customer’s property with unescorted access to unencrypted CJI. Motorola employees will also have access to the Customer’s network(s) and stored information and Motorola has remote access tools to support virtual escorted access to on-premises customer assets.
Additionally, Motorola performs independent criminal background investigations including name based background checks, credential and educational vetting, credit checks, U.S. citizen and authorized worker identity verification on its employees.
Motorola will support the Customer in the event of a CJIS audit request to validate employees assigned to the project requiring CJISSECPOL Personnel Security screening and determine whether this list is up to date and accurate. Motorola will notify the Customer within 24hours or next business day of a personnel status change.
Security Awareness Training
Motorola requires all employees who will support the Customer to undergo Level 3 Security Awareness Training provided by Peak Performance and their CJIS online training platform. If the Customer does not have access to these records, Motorola can facilitate proof of completion. If the Customer requires additional and/or separate training, Motorola will work with the Customer to accommodate this request at an additional cost.
CJIS Security Addendum
Motorola requires all employees directly supporting the Customer to sign the CJIS Security Addendum if required to do so by the Customer.
Third Party Installer
The Motorola-certified third-party installer (if applicable) will work independently with the Customer to complete the CJISSECPOL Personnel Security checks, complete Security Awareness Training and execute the CJIS Security Addendum.
Completion Criteria
The project is considered complete once Motorola has completed all responsibilities listed in this SOW. The Customer’s task completion will occur based on the Project Schedule to ensure Motorola is able to complete all tasks without delays. Motorola will not be held liable for project delays due to incomplete Customer tasks.
The Customer must provide Motorola with written notification if they do not accept the completion of Motorola responsibilities. Written notification must be provided toMotorola within ten (10) business days of task completion.
The project will be deemed accepted if no written notification is received within ten (10) business days.
In the absence of written notification for non-acceptance, beneficial use will occur thirty (30) days after functional demonstration of the system.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
SUBSCRIPTION SERVICE PERIOD
If the contracted system includes a subscription, the subscription service period will begin upon the Customer’s receipt of credentials for access or for hardware, upon shipment of the hardware. The provision and use of the subscription service is governed by the Contract.
PROJECT ROLES AND RESPONSIBILITIES OVERVIEW
Motorola Project Roles and Responsibilities
The Motorola Project Team will be assigned to the project under the direction of the Motorola Project Manager.
Each team member will be engaged in different phases of the project as necessary. Some team members will be multi-disciplinary and may fulfill more than one role.
In order to maximize effectiveness, the Motorola Project Team will provide various services remotely by teleconference, web-conference, or other remote methodin order to fulfill our commitments as outlined in this SOW.
Our experience has shown customers who take an active role in the operational and educational process of their system realize user adoption sooner and achieve higher levels of success with system operation. The subsections below provide an overview of each Motorola Project Team Member.
Project Manager (PM)
The PM will be the principal business representative and point of contact for Motorola. The PM’s responsibilities may include but are not limited to:
x Manage Motorola responsibilities related to the delivery of the project. x Maintain the Project Schedule, and manage assigned Motorola personnel, subcontractors, and suppliers as applicable.
x Coordinate schedules of assigned Motorola personnel, subcontractors, and suppliers asapplicable. x Conduct equipment inventory.
x Discovery validation
x Maintain project communications with the Customer.
x Identify and manage project risks.
x Coordinate collaboration of Customer resources to minimize project delays. x Evaluate project status against Project Schedule.
x Conduct status meetings on mutually agreed upon dates to discuss project status. x Provide timely responses to Customer inquiries and issues related to project progress. x Conduct daily status calls with the Customer during Go-Live.
Post Sales Engineer
The Post Sales Engineer will work with the Customer’s Project Team on:
x System provisioning.
x Data Migration
x Contracted data migration between two disparate digital evidence management systems (if applicable, additional fees may apply).
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Field Engineer (FE)
The FE will work with the Customer’s Project Team on:
x Inspect installation and configure hardware devices.
x Provide instructions to the Customer on how to configure the hardware. x Review Deployment Checklist with the Customer.
x Develop and submit a Trip Report.
x Update Customer IP Map.
Professional Services Engineer (if applicable)
The Professional Services Engineer is engaged on projects that include integration between Motorola’s digital evidence management system and the Customer’s third-party software application. Their responsibilities include:
x Delivery of the interface between Motorola’s digitalevidence management system and the Customer’s third- party software (e.g. CAD).
Technical Trainer / Instructor
The Technical Trainer / Instructor provides training on-site or remote depending on the training topic and deployment services purchased.
x Deliver provisioning education and guidance to the Customer for operating and maintaining their system. x Provide product education as defined by this SOW and described in the Education Plan.
Customer Support Services Team
The Customer Support Services Team will provide on-going support to the Customer following Go-Live and final acceptance of the project.
Customer Project Roles and Responsibilities
Motorola has defined key resources that are critical to this project and must participate in all the activities defined in this SOW. During the Project Planning phase, the Customer will be required to provide names and contact information for the roles listed below. It is critical that these resources are empowered to make decisions based on the Customer’s operational and administration needs. The Customer Project Team will be engaged from Project Initiation through Beneficial Use of the system. In the event the Customer is unable to provide the resources identified in this section, Motorola may be able to supplement these resources at an additional cost.
Project Manager
The PM will act as the primary point of contact for the duration of the project. In the event the project involves multiple locations, Motorola will work exclusively with the Customer’s primary PM. The PM’s responsibilities will include, but are not limited to:
x Communicate and coordinate with other project participants. x Manage the Customer Project Team including subcontractors and third-party vendors. This includes timely facilitation of tasks and activities.
x Maintain project communications with the Motorola PM. x Identify tasks required of Customer staff thatare outlined in this SOW and the Project Schedule. x Consolidate all project inquiries from Customer staff to present to Motorola PM.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. x Approve a deployment date offered by Motorola.
x Review Project Schedule with the Motorola PM and finalize tasks, dates, and responsibilities. x Measure and evaluate progress against the Project Schedule. x Monitor Project to ensure resources are available as required. x Attend status meetings.
x Provide timely responses to issues related to project progress. x Liaise and coordinate with other agencies, Customer vendors, contractors, and common carriers. x Review and administer change control procedures, hardware and software certification, and all related project tasks required to meet the deployment date.
x Ensure Customer vendors’ readiness ahead of the deployment date. x Assign one or more personnel to work with Motorola staff as needed for the duration of the project, including one or more representatives from the IT department.
x Identify a resource with authority to formally acknowledge and approve milestone recognition certificates, as well as, approve and release payments in a timely manner. x Provide Motorola personnel with access to all Customer facilities where system equipment is to be installed.
Temporary identification cards are to be issued to Motorola personnel, if required for access. x Ensure remote network connectivity and access for Motorola resources. x Assume responsibility for all fees pertaining to licenses, inspections and any delays associated with inspections due to required permits as applicable to this project. x Provide reasonable care to prevent equipment exposure from contaminants that may cause damage to the equipment or interruption of service.
x Ensure a safe working environment for Motorola personnel. x Identify and manage project risks.
x Provide signature(s) of Motorola-provided milestone recognition certificate(s) within ten (10) business days of receipt.
IT Support
IT Support manages the technical efforts and ongoing activities of the Customer’s system. IT Support will be responsible for managing Customer provisioning and providing Motorola with the required information for LAN, WAN and client infrastructure.
The IT Support Team responsibilities include but are not limited to:
x Participate in delivery and training activities to understand the software and functionality of the system. x Participate with Customer Subject Matter Experts (SMEs) during the provisioning process and associated training.
x Authorize global provisioning decisions and be the Point of Contact (POC) for reporting and verifying problems.
x Maintain provisioning.
x Implement changes to Customer infrastructure in support of the proposed system.
Video Management Point of Contact (POC) (if applicable) If CommandCentral DEMS Standard, CommandCentral DEMS Plus, or VideoManager EL Cloud device license(s) are included in the contract, the Video Manager POC will educate users on digital media policy, participate in Discovery tasks, and complete the Video Management Administration training. The Customer is responsible for its Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. own creation and enforcement of media protection policies and procedures for any digital media created, extracted, or downloaded from the digital evidence management system.
Subject Matter Experts (SMEs)
SMEs are a core group of users involved with the analysis, training and provisioning process, including making decisions on global provisioning. The SMEs should be experienced users in their own respective field (evidence, dispatch, patrol, etc.) and should be empowered by the Customer to make decisions based on provisioning, workflows, and department policies related to the proposed system.
Training POC
The Training POC will act as the course facilitator and is considered the Customer’s educational monitor. The Training POC will work with Motorola when policy and procedural questions arise. They will be responsible for developing any agency specific training material(s) and configuring new users on the Motorola Learning eXperience Portal (LXP) system. This role will serve as the first line of support during Go-Live for the Customer’s end users.
General Customer Responsibilities
In addition to the Customer responsibilities listed above, the Customer is responsible for the following:
x All Customer-provided equipment, including third-party hardware and software needed for the proposed system but not listed as a Motorola deliverable. Examples include end user workstations, network equipment, connectivity etc.
x Configure, test, and maintain third-party system(s) that will interface with the proposed system. x Establish an Application Programming Interface (API) for applicable third-party system(s) and provide documentation that describes the integration to the Motorola system. x Coordinate and facilitate communication between Motorola and Customer third-party vendor(s) as required. x Mitigate the impact of upgrading Customer third-party system(s) that will integrate with the proposed system.
Motorola strongly recommends working with the Motorola Project Team to understand the impact of such upgrades prior to taking action.
x Upgrades to Customer’s existing system(s) in order to support the proposed system. x Providing a facility with the required computer and audio-visual equipment for training and work sessions. x Ability to participate in remote project meetings using Google Meet or a mutually agreed upon Customer- provided remote conferencing tool.
Motorola is not responsible for any delays that arise from Customer’s failure to perform the responsibilities outlined in this SOW or delays caused by Customer’s third-party vendor(s) or subcontractor(s).
NETWORK AND HARDWARE REQUIREMENTS
The following requirements must be met by the Customer prior to Motorola installing the proposed system:
x Provide network connectivity for the transfer and exchange of data for the proposed system. x Provide devices such as workstations, tablets, and smartphones with Internet access for system usage.
Chrome is the recommended browser for optimal performance. x Provide and install antivirus software for workstation(s). x Provide Motorola with administrative rights to Active Directory for the purpose of installation, configuration, and support.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. x Provide all environmental conditions such as power, uninterruptible power sources (UPS), HVAC, firewall and network requirements.
x Ensure required traffic is routed through Customer’s firewall.
Motorola is not responsible for any costs or delays that arise from Customer’s failure to meet network and hardware requirements.
PROJECT PLANNING
A clear understanding of the needs and expectations of Motorola and the Customer is critical to fostering a collaborative environment of trust and mutual respect. Project Planning requires the gathering of specific information to set clear project expectations and guidelines, as well as lay the foundation for a successful implementation.
PROJECT PLANNING SESSION
A Project Planning Session will occur after the Contract has been executed. The Project Planning Session is an opportunity for the Motorola and Customer PM to meet before the Project Kickoff Meeting and review key elements of the project and expectations. Depending on the items purchased, the agenda will typically include:
x A high-level review of the following project elements:
x Quoting/ordering documents
x A summary of contracted applications and hardware as purchased. x Customer’s involvement in project activities to confirm understanding of scope and required time commitments.
x Data Migration questionnaire if migration is included in the Solution x The Business Process Review (BPR), used to document system configuration, agency recording, and retention policies
x A high-level Project Schedule with milestones and dates. x Confirm CJIS background investigations and fingerprint requirements for Motorola employees and/or subcontractors.
x Determine Customer location for Motorola to ship their equipment for installation.
Motorola Responsibilities
x Contact the customer to complete the Project Planning Session. x Request the assignment of Customer Project Team and any additional Customer resources that are instrumental to the project’s success.
x Baseline the Project Schedule, if applicable.
x Document mutually agreed upon Project Kickoff Meeting Agenda.
Customer Responsibilities
x Identify Customer Project Team and any additional Customerresources that are instrumental to the project’s success.
x Acknowledge the mutually agreed upon Project Kickoff Meeting Agenda. x Provide approval to proceed with the Project Kickoff Meeting.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Deliverables
x Project Kickoff Meeting Agenda.
x Data Migration Questionnaire (if applicable)
x BPR Workbook
PROJECT KICKOFF
Motorola will work with the Customer to understand the impact of introducing a new solution and the preparedness needed for a successful implementation.
Motorola Responsibilities
x Review Contract documents including project delivery requirements as described in this SOW. x Discuss the deployment start date and deliver the Deployment Checklist. x Discuss the equipment inventory process
x Discuss project team participants and their role(s) in the project with fulfilling the obligations of this SOW. x Review resource requirements.
x Provide the initial Project Schedule
x Discuss Motorola remote system access requirements.
x Review the BPR.
x Complete all necessary documentation (i.e. fingerprints, background checks, card keys, etc.) required for Motorola resources to gain access to Customer facilities. x Review the LXP training portal.
x Request user information required to establish the Customer in LXP. x Review and agree on completion criteria and the process for transitioning to support.
Customer Responsibilities
x Provide feedback and approval on project delivery requirements and schedule. x Review the Deployment Checklist.
x Review the roles of project participants to identify decision-making authority. x Validate non-disclosure agreements, approvals, andother related items are complete (if applicable). x Complete the BPR Workbook within 5 business days after the conclusion of the Project Kickoff for review during the Discovery Teleconference
x Provide all documentation (i.e. fingerprints, background checks, card keys, etc.) required for Motorola resources to gain access to Customer facilities.
x Provide Motorola with names and contact information of the designated LXP Administrator(s).
Motorola Deliverables
x Project Kickoff Meeting Minutes.
x Deployment Checklist.
Note – The IT Questionnaire is completed during the pre-sales process and prior to Contract award. The IT Questionnaire is given to Motorola at the time of offer acceptance. A delay in completing the IT Questionnaire may delay the shipment of equipment. Motorola will not be responsible for any delays associated with or related to the completion of the IT Questionnaire.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
DISCOVERY TELECONFERENCE
During the Discovery Teleconference, Motorola will meet with the Customer to review information documented in the BPRWorkbook. The Data Migration Questionnaire will also be reviewed if migration is part of the Solution.
Motorola Responsibilities
x Facilitate Discovery Teleconference.
x Confirm Customer-provided configuration inputs.
Customer Responsibilities
x Gather and review the information required to complete the BPR Workbook. x Schedule Customer Project Team and SMEs to attend the Discovery Teleconference. SMEs should be present to weigh in on hardware, software, and network components. Customer attendees should be empowered to convey policies and make modifications to policies as necessary.
Motorola Deliverables
x Completed BPR Workbook.
PROJECT EXECUTION
HARDWARE PROCUREMENT AND INSTALLATION
Motorola will procure contracted hardware as part of the ordering process. The hardware will be configured with a basic profile in line with the information provided by the IT Questionnaire or Discovery Teleconference for installation and configuration of the system. The Customer is responsible for providing an installation environment that meets manufacturer’s specifications for the hardware, which includes but is not limited to:
x Power
x Heating and Cooling
x Network Connectivity
x Access and Security
x Conduit and Cabling
Motorola Responsibilities
x Procure contracted equipment and ship to the Customer's designated location. x Inventory equipment after arrival at Customer location x Conduct a power-on test to validate that the installed hardware is ready for configuration. x Verify remote connection to hardware.
x Verifying the SVX Smart Dock(s) are connected to Motorola’s Cloud Evidence Management System through the Customer’s network. The Customer is responsible for ensuring Motorola has the correct IP address(es) for configuring the Smart Dock(s), and the Customer’s network is operational. x Complete Deployment Checklist which outlines the activities completed during configuration and testing of system hardware.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Customer Responsibilities
x Procure Customer-provided equipment and make it available at the installation location. x Confirm the installation room complies with environmental requirements (i.e. power, uninterruptible power, surge protection, heating/cooling, etc.).
x Provide, install, and maintain antivirus software workstation(s). x Enable outgoing network connection (external firewall) to Motorola’s Cloud Evidence Management System by utilizing the Customer’s Internet connection.
x Confirm access to Motorola’s Cloud Evidence Management System cloud on Customer-provided workstation(s).
x The Customer will verify whether the Smart Docks(s) are connected to their network.
Motorola Deliverables
x Contracted Equipment.
x Equipment Inventory
SVX Configuration as a Remote Speaker Microphone
The Smart Dock(s) will be utilized to manage firmware updates on each SVX In order for this process to be successfully completed, each Smart Dock must be connected to Motorola’s Cloud Evidence Management Solution through the Customer’s internet connection.
Motorola Responsibilities
x Configure Smart Dock(s) for connectivity to Motorola’s Cloud Evidence Management System. x Verify the Smart Dock(s) is configured properly and connected to the network. x Verify all slots in each Smark Dock are functional.
x Provide documentation on how to pair the SVX(s) toMotorola APX NEXT and/or APX N70 radio(s) using Secure Near-Field Communications (NFC).
Customer Responsibilities
x Select physical location(s) for Smart Dock(s).
x Enable Bluetooth, Bluetooth Tones, and Secure NFC Touch Pairing on Motorola APX NEXT and/or APX N70 radio(s).
x Motorola recommends “Power Down Standby Mode (hrs) = 1” to allow the SVX Bluetooth connection to quickly reconnect after power up within the 1-hour timeframe. x Pair the SVX(s) to Motorola APX NEXT and/or APX N70 radio(s) using Secure NFC. x Validate functionality of components and solution utilizing the Deployment Checklist. x Provide Motorola remote connection information and necessary credentials.
SVX Configuration as a Body Camera (if applicable)
If CommandCentral DEMS Standard, CommandCentral DEMS Plus, or VideoManager EL Cloud device license(s) are included in the contract, the Smart Dock(s) will be utilized to configure each SVX as a body camera.
Motorola Responsibilities
x Configure SVX(s) within Motorola’sCloud Evidence Management System.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. x Check out SVX(s) and create a test recording.
x Verify video and audio upload to Motorola’s Cloud Evidence Management System for up to 25% of purchased SVX(s).
x Provide a demonstration of client software.
Customer Responsibilities
x Validate functionality of components and solution utilizing the Deployment Checklist. x Provide Motorola remote connection information and necessary credentials. x Verify video and audio upload to Motorola’s Cloud Evidence Management System for the remainder of purchased SVX(s).
SOFTWARE AND CONFIGURATION
CommandCentral DEMS (if applicable)
CommandCentral DEMS software is a cloud solution thatdoes not require an onsite server and supports the SVX as a remote speaker microphone and a body camera. Section 3.2 does not apply to existing Motorola customers using VideoManager EL Cloud
Motorola Responsibilities
x Use information provided in BPR Workbook to configure CommandCentral DEMS software. x Based on Customer feedback, perform the following activities:
x Create users, groups, and setup permissions.
x Create event categories when SVX is used as a body camera. x Set retention policies when SVX is used as a body camera. x Test software using applicable portions of the Functional Validation Plan. x Use the CommandCentral Admin Portal to provision users, groups, and rules based on Customer Active Directory data.
x Guide the Customer in the configuration of CommandCentral DEMS. x Ensure training POC can access the system.
Customer Responsibilities
x Supply access and credentials to Customer’s Active Directory for the purpose of Motorola conducting CommandCentral DEMS provisioning.
x Respond to Motorola’s inquiries regarding users, groups, and agency mapping to CommandCentral DEMS. x Provision policies, procedures, and user permissions. x Configure evidence as directed by Motorola.
x Verify traffic can be routed through Customer’s firewall and reaches end-user workstations.
DATA MIGRATION SERVICES (IF APPLICABLE*)
The Customer is responsible for partitioning data to be converted from Motorola on-premises digital evidence management system, or Customer’s Non-Motorola Digital Evidence Management System to Motorola’s cloud solution as part of this offer. The Customer will have ten (10) business days to provide feedback after Motorola validates the migrated data. If feedback is not received on or before ten (10) business days, Motorola will assume the migration is complete. *Data Migration Services may be subject to additional fees.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Responsibilities
x Receive access to Customer video data.
x Perform contracted data migration and validation.
Customer Responsibilities
x Provide 24/7 remote access to partitioned data to be migrated. x Customer hardware or virtualization environment will be the sole responsibility of the Customer to troubleshoot and resolve issues.
x Validate migrated dataset and provide Motorola with feedback within ten (10) business days.
Completion Criteria
x A migrated dataset as defined in the Contract.
Motorola On-Premise Evidence Management System (if applicable) Motorola supports data migration of digital assets and associated metadata from our on-premise evidence management systems, Evidence Library 4 and VideoManager EL On-Prem (formally known as Evidence Library 5), to Motorola’s cloud solution.
Motorola Responsibilities
x Verify compatible platform(s) and upgrade if applicable Customer Responsibilities
x Provide internet connectivity from on-premise server to destination resources Non-Motorola Evidence Management System (if applicable) Motorola will perform data migration of digital assets and associated metadata from the Customer’s Non-Motorola Evidence Management system to the new Motorola Cloud Evidence Management System.
Motorola Responsibilities
x Facilitate the method of obtaining and consuming the data x Review data in the Motorola systems with the customer Customer Responsibilities
x Act as liaison between Motorola and third-party vendor(s) as required to establish connectivity to the Non- Motorola digital evidence management system.
x Provide internet connectivity from on-premise server to destination resources, ifapplicable. x Provide API connection to the source, ifapplicable
x Provide data and metadata information in a readable and consumable format x Assist with mapping metadata information into Motorola system Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
INTEGRATIONS AND THIRD-PARTY INTERFACES (IF APPLICABLE) The integration between Motorola’s Cloud Evidence Management System and the Customer’s third-party system may consist of an iterative series of activities depending on the complexity of accessing the third-party system.
Interfaces will be installed and configured in accordancewith the Project Schedule. The Customer is responsible for engaging third-party vendors as required to facilitate connectivity and testing of the interface(s).
Motorola Responsibilities
x Develop and configure interface(s) to support the functionality described in the Solution Description. x Establish and validate connectivity between Motorola and third-party systems. x Perform functional demonstration to confirm the interface(s) can transmit and receive data to the Customer’s digital evidence management system.
Customer Responsibilities
x Act as liaison between Motorola and third-party vendor(s) as required to establish connectivity to the third- party system.
x Provide personnel authorized to make changes to the network and third-party systems to support Motorola’s integration efforts.
x Provide network connectivity between digital evidence management system and the third-party system(s). x Provide hardware to run any required interface components for on-prem interfaces when required. x Provide sample data and information on API, SDKs, data scheme, and any documentation necessary to establish interfaces with all local and remote systems.This information should be provided to the Motorola PM within ten (10) business days of the Interface Engagement Meeting.
SYSTEM TRAINING
The objective of this section is to prepare for and deliver training. Motorola training consists of computer-based (online) and instructor-led (on-site or remote) depending on what is purchased. Our training delivery methods will vary depending on course content. Training will be delivered in accordance with the Education Plan. As part of our training delivery, Motorola will provide user guides and training materials in an electronic format.
ONLINE TRAINING
Online training is made available to the Customer through LXP. This subscription service provides customers with unlimited access to our online training content and provides users with the flexibility of learning the content at their own pace. Training content is added and updated on a regular basis to keep information current.
Through LXP, a list of available online training courses, Motorola User Guides, and Training Material are accessible in electronic format.
NOTE - At the time of initial design, unknown circumstances, requirements or anomalies may present difficulties with interfacing Motorola products to a third-party application. These difficulties could result in a poorly performing or non-functional interface. Providing Motorola with this information early in the deployment process, will potentially allow us to mitigate these issues. If the resolutionrequires additional third-party integration, application upgrades, APIs, and/or additional software licenses, the Customer is responsible for addressing these issues at their cost. Motorola is not responsible for any delays or costs associated with third-party applications or Customer-provided third-party hardware or software.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Responsibilities
x Designate a LXP Administrator to work with the Customer. x Establish an accessible instance of LXP for the Customer. x Configure a Customer-specific portal view.
x Organize content to align with Customer’s selected technologies. x Create initial Customer user accounts anda single Primary Administrator account. x During onboarding, assist the Customer with LXP usage. x Provide technical support for user account and access issues, LXP functionality, and Motorola managed content.
x Provide instruction to Customer LXP Administrator on building groups.
Customer Responsibilities
x Provide user information for the initial creation of accounts. x Complete LXP Administrator training.
x Ensure network and Internet connectivity for Customer access to LXP. x Customer's primary LXP Administrator is required to complete the following self-paced training: LXP Introduction (LXP0001), LXP Primary Site Administrator Overview (LXP0002), and LXP Group Administrator Overview (LXP0003).
x Advise users on the availability of training through LXP. x Ensure users complete LXP training in accordance with the Project Schedule. x Build groups as needed.
ON-SITE TRAINING
Instructor-led courses are based on products purchased and the Customer’s Education Plan. On-site instructor-led classes will utilize the Customer’s hardware and software in order to provide the best training environment. This will allow the Customer to engage in an environment that has been configured and deployed in alignment with this SOW.
Motorola Responsibilities
x Deliver User Guides and training materials in an electronic format. x Perform training in accordance with the Education Plan. x Provide the Customer with training attendance rosters and summarize any pertinent information that may impact end user training.
Customer Responsibilities
x Supply classroom(s) based on the requirements listed in the Education Plan. x Designate training representatives who will work with the Motorola trainer(s) to deliver the training content. x Facilitate training of all Customer end users in accordance with the Customer’s Education Plan.
Motorola Deliverables
x Electronic versions of User Guides and training materials. x Attendance rosters.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
PROJECT GO-LIVE,C LOSURE, AND HANDOVER TO SUPPORT
Motorola will utilize the Deployment Checklist throughout the deployment process to verify features and functionality are in line with installation and configuration requirements. The Customer will witness the assigned Motorola Resource demonstrating the Deployment Checklist and provide feedback as features and functionality are demonstrated. The Customer is considered Live on the system after the equipment has been installed, configured, and made available for use, and training has been delivered or made available to the Customer.
Upon the conclusion of Go-Live, the project is prepared for closure. Project closure is defined as the completion of tasks and the Customer’s receipt of contracted components. The Deployment Checklist serves as the artifact that memorializes a project closure. A System Acceptance Certificate will be provided to the Customer for signature to formally close out the project. The Customer has ten (10) business days to provide Motorola with a signed System Acceptance Certificate. If the Customer does not sign off on this document or provide Motorola written notification rejecting project closure, the project will be deemed closed. Upon project closure, the Customer will engage with Technical Support for on-going needs in accordance with the Customer’s specific terms and conditions of support.
Motorola Responsibilities
x Provide the Customer with Motorola Technical Support engagement process and contact information. x Provide Technical Support with the contact information of Customer users who are authorized to engage Technical Support.
x Ensure Deployment Checklist is complete.
x Obtain Customer signature on the System Acceptance Certificate.
Customer Responsibilities
x Within ten (10) business days of receiving the System Acceptance Certificate, provide signatory approval signifying project closure.
x Provide Motorola with the contact information of users who are authorized to engage Motorola’s Technical Support.
x Engage Technical Support asneeded.
Motorola Completion Criteria
Provide Customer with survey upon closure of the project.
ASSUMPTIONS
This SOW is based on the following list of assumptions:
x Motorola’s Cloud Evidence Management System must be connected to the Microsoft Entra ID (formally known as Microsoft Azure Active Directory) for user authentication to the application. Microsoft Entra ID can be synchronized with the Customer's on-premises Active Directory using Azure AD Connect. If the Customer is using Microsoft Office 365, Motorola will be able to integrate with this Microsoft Entra ID. x If Microsoft Entra ID is not utilized by the Customer, Motorola will provide a free version of Entra ID for user authentication to the application.
x Must be 2003 or later for Microsoft Entra ID integration.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. x Upload Speed Requirements for SVX when used as a body camera:
x 5 Mbps + 3 Mbps per additional device.
x This assumes it will take 8 hours to upload 5 GB of video on a device. x 40-50 Mbps per concurrent uploading device.
x This assumes video is required to upload within 30-40 minutes with approximately 5 GB to upload.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
COMMANDCENTRAL DEMS STANDARD SOLUTION DESCRIPTION
OVERVIEW
CommandCentral DEMS provides a suite of
digital evidence management tools that help
users contain, organize, and act on large
amounts of incoming multimedia. These tools
streamline the collection, capture, storage, and
sharing of data from a single location.
By centralizing digital evidence collections,
CommandCentral DEMS removes data silos
and provides users with the storage and tools
they need to get the most out of their critical
information. In addition, users can easily secure
and share content with an intact chain of
custody, to improve collaboration.
CommandCentral DEMS Plus is available without any upfront capital investment. Monthly subscription service costs include the software, device management, and storage. Evidence also secures data at rest and in transit to protect communications. This complies with CJIS guidelines and the NIST framework.
THE COMMANDCENTRAL PLATFORM
CommandCentral is an end-to-end platform of interconnected solutions that unify data and streamline public safety workflows from a tip or call to case closure. Through single sign-on capabilities, your personnel can access all software applications with one agency username and password for a more streamlined workflow. The platform puts your agency’s data to better use, improves safety for critical personnel, and helps keep your focus on the communities you serve.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
CommandCentral continuously evolves, maximizing the value of existing investments while adopting new capabilities that better meet your personnel’s growing needs. With cloud-based services and an agile development methodology through constant user feedback, Motorola Solutions can deliver new features and functionality in a more manageable, non-intrusive way.
Figure 1: The End-to-End Platform
DIGITAL EVIDENCE MANAGEMENT
Evidence stored in the tool is easy to search, correlate, andreview alongside other case-related information from your CAD or RMS database. Relevant content can be marked and intelligently sorted to quickly locate critical information from a central touchpoint. This unified storage framework allows personnel to make informed decisions from an organized and complete case evidence view, while offering an access control system to allow only authorized personnel to view sensitive information.
Store and Manage - Collections
Evidence is automatically linked based on the tags and metadata attached to those files, helping users find additional contextual information on an incident and build cases quickly. Users can search and filter content to locate additional relevant data to link to a case or incident. x Auto Created Collections – Digital evidence captured by integrated products that provide a Record ID, such as an Incident or Case Number, will automatically be grouped into a Collection. x Manually Created Collections – Users can manually create collections or sub-collections to better organize individual files and related items.
x Bulk Actions – Easily download, share, and edit specific details of multiple files in a group.
Interagency, Judicial, and Community Sharing
Easily share digital evidence with trusted organizations and community members using our secure sharing features.
x Trusted Organizations, Authenticated Sharing - Share digital evidence collections with other agencies and judicial partners in a secure portal accessible by authenticated users. x Unauthenticated - Quickly share evidence with the community for public information requests. Links can be password protected to add a level of security.
Current MSI Ecosystem Integrations
x CommandCentral Responder Starter, Mobile Field Responder Application x SmartControl Mobile and Windows App for Body Cameras
x 10-21 Police Phone
x CAPE-Equipped Drones
x Smart Transcription for 9-1-1 call recordings
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. x ViQi - Voice Activated AI
x Records Management
- Flex Records
- PremierOne Records
- CC Records / RMS
DEVICE MANAGEMENT
Easily manage, configure, deploy and monitor in-car and body cameras in CommandCentral DEMS. x Body Cameras are checked out to a given officer with assignment records showing the history of use for the device.
x In-Car Video systems are configured with a list of officers who are authorized to use it. When an officer logs into the device, they are marked as the owner of any evidence created by the device. x Rapid Checkout Kiosk allows users to quickly check out pooled body cameras at the beginning of a shift with an easy-to-use interface.
x User Preferences - In-car and Body cameras can be configured toremember preference settings for each user, including alert volume level, haptic notifications, screen and LED brightness, and more.. x Automatic Video Upload: Videos are automatically uploaded to CommandCentral DEMS and linked based on officer name, or group recordings.
x Device Dashboard: See a detailed, easy-to-understand overview of your body cameras and in-car video systems at a glance, including their battery levels, memory levels, last checkout, and location. x In-field tagging: Categorize and review body camera footage while still in the field, via the SmartControl iOS/Android/Windows app.
Supported devices include:
x SVX converged Radio Speaker Mic and Body-Worn Camera
x V700 Body Cameras
x M500 In-Car Camera System
CLOUD SECURITY AND COMPLIANCE
Proactive Security Design
Security is proactively incorporated into the design of our applications, not applied reactively when incidents occur. Applications undergo security reviews at each phase of their development and continue with ongoing assessments after deployment to find and repair vulnerabilities.
Compliance with Industry Best Practices
Our cloud solutions comply with key industry best practices for security, including NIST Security and Privacy Controls for Information Systems and Organizations (800-53), ISO 27001, 27017, 27018 - Specification for an Information Security Management System, and Criminal Justice Information System (CJIS) Security Policy. We conduct continuous and comprehensive risk assessments following the guidelines and best practices provided by NIST and ISO.
Cybersecurity Champions Embedded in Product and Service Teams Over 350 specially trained and certified Cybersecurity Champions ensure that a culture of cybersecurity is instilled into the fabric of our product and services teams. Programmers receive ongoing security training and updates on the latest hacker tactics so they can layer security into every stage of the application development process.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
COMMANDCENTRAL DEMS PLUS SOLUTION DESCRIPTION
OVERVIEW
CommandCentral DEMS provides a suite of
digital evidence management tools that help
users contain, organize, and act on large
amounts of incoming multimedia. These tools
streamline the collection, capture, storage, and
sharing of data from a single location.
By centralizing digital evidence collections,
CommandCentral DEMS removes data silos
and provides users with the storage and tools
they need to get the most out of their critical
information. In addition, users can easily
secure and share content with an intact chain
of custody, to improve collaboration.
CommandCentral DEMS Plus is available without any upfront capital investment. Monthly subscription service costs include the software, device management, and storage. Evidence also secures data at rest and in transit to protect communications. This complies with CJIS guidelines and the NIST framework.
THE COMMANDCENTRAL PLATFORM
CommandCentral is an end-to-end platform of interconnected solutions that unify data and streamline public safety workflows from a tip or call to case closure. Through single sign-on capabilities, your personnel can access all software applications with one agency username and password for a more streamlined workflow. The platform puts your agency’s data to better use, improves safety for critical personnel, and helps keep your focus on the communities you serve.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
CommandCentral continuously evolves, maximizing the value of existing investments while adopting new capabilities that better meet your personnel’s growing needs. With cloud-based services and an agile development methodology through constant user feedback,Motorola Solutions can deliver new features and functionality in a more manageable, non-intrusive way.
Figure 1: The End-to-End Platform
DIGITAL EVIDENCE MANAGEMENT
Evidence stored in the tool is easy to search, correlate, andreview alongside other case-related information from your CAD or RMS database. Relevant content can be marked and intelligently sorted to quickly locate critical information from a central touchpoint. This unified storage framework allows personnel to make informed decisions from an organized and complete case evidence view, while offering an access control system to allow only authorized personnel to view sensitive information.
Store and Manage - Collections
Evidence is automatically linked based on the tags and metadata attached to those files, helping users find additional contextual information on an incident and build cases quickly. Users can search and filter content to locate additional relevant data to link to a case or incident. x Auto Created Collections – Digital evidence captured by integrated products that provide a Record ID, such as an Incident or Case Number, will automatically be grouped into a Collection. x Manually Created Collections – Users can manually create collections or sub-collections to better organize individual files and related items.
x Bulk Actions – Easily download, share, and edit specific details of multiple files in a group. x Manual Upload - Upload digital evidence from 3rd parties directly into an existing collection or while creating a new collection to build your case.
Interagency, Judicial, and Community Sharing
Easily share digital evidence with trusted organizations and community members using our secure sharing features.
x Trusted Organizations, Authenticated Sharing - Share digital evidence collections with other agencies and judicial partners in a secure portal accessible by authenticated users. x Unauthenticated - Quickly share evidence with the community for public information requests. Links can be password protected to add a level of security.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
AI Assisted Redactions and Transcriptions
Protect confidentiality and save time with our AI Assisted Redaction and Transcription Services. x AI Transcription & Summaries - Generate transcriptions on-demand or set up automations to create transcriptions for video and audio files with an AI generated summary. x AI Assisted Video and Audio Redactions - Receive suggestions for objects and information commonly redacted.
- Video Object Detection - Identifies and tracks objects commonly redacted; such as heads (faces), license plates, screens, and documents.
- Audio Detections - Use AI to auto-detect common sensitive data found in audio; such as names, phone numbers, and medical interactions.
- Manual Redactions - For simple projects, manual redaction tools are available.
Current MSI Ecosystem Integrations:
x CommandCentral Responder Starter, Mobile Field Responder Application x SmartControl Mobile App for Body Cameras
x 10-21 Police Phone
x CAPE-Equipped Drones
x Smart Transcription for 9-1-1 call recordings
x ViQi - Voice Activated AI
x Records Management
- Flex Records
- PremierOne Records
- CC Records / RMS
Third Party Integrations
Import and export of data from some 3rd party software is available in some instances. Talk to your sales team for more details.
DEVICE MANAGEMENT
Easily manage, configure, deploy and monitor in-car and body cameras in CommandCentral DEMS. x Body Cameras are checked out to a given officer with assignment records showing the history of use for the device.
x In-Car Video systems are configured with a list of officers who are authorized to use it. When an officer logs into the device, they are marked as the owner of any evidence created by the device. x Rapid Checkout Kiosk allows users to quickly check out pooled body cameras at the beginning of a shift with an easy-to-use interface.
x User Preferences - In-car and Body cameras can be configured toremember preference settings for each user, including alert volume level, haptic notifications, screen and LED brightness and more. x Automatic Video Upload: Videos are automatically uploaded to CommandCentral DEMS and linked based on officer name, or group recordings.
x Device Dashboard: See a detailed, easy-to-understand overview of your body cameras and in-car video systems at a glance, including their battery levels, memory levels, last checkout, and location. x In-field tagging: Categorize and review body camera footage while still in the field, via the SmartControl iOS/Android/Windows app.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Supported devices include:
x SVX converged Radio Speaker Mic and Body-Worn Camera
x V700 Body Cameras
x M500 In-Car Camera System
CLOUD SECURITY AND COMPLIANCE
Proactive Security Design
Security is proactively incorporated into the design of our applications, not applied reactively when incidents occur. Applications undergo security reviews at each phase of their development and continue with ongoing assessments after deployment to find and repair vulnerabilities.
Compliance with Industry Best Practices
Our cloud solutions comply with key industry best practices for security, including NIST Security and Privacy Controls for Information Systems and Organizations (800-53), ISO 27001, 27017, 27018 - Specification for an Information Security Management System, and Criminal Justice Information System (CJIS) Security Policy. We conduct continuous and comprehensive risk assessments following the guidelines and best practices provided by NIST and ISO.
Cybersecurity Champions Imbedded in Product and Service Teams Over 350 specially trained and certified Cybersecurity Champions ensure that a culture of cybersecurity is instilled into the fabric of our product and services teams. Programmers receive ongoing security training and updates on the latest hacker tactics so they can layer security into every stage of the application development process.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
COMMANDCENTRAL RESPONDER STARTER WITH EVIDENCE SOLUTION
DESCRIPTION
CommandCentral Responder is a mobile solution for frontline Responders. This includes an application for iOS and Android.
The Responder with Evidence solution (also known as Responder Starter) allows users to capture media, record notes, tag items and link them to cases / incident records. Depending on which feature flags are enabled, a customer can gain access to different sets of features. Using a note, users can capture a group of photos in one go and then tag them or link them all as a group. Responder uploads media automatically once captured, making the process easy for users. Media is removed automatically from a user’s device after a customer defined retention period. Users can set up the application easily by downloading the application from App Store or Play Store, and simply logging in with their MSI account.
NOTES AND MEDIA CAPTURE
Responder with Evidence allows a user to create a note and capture media and associated text. Users can use the note either just to group a set of media together (as they capture it) or to add additional explanatory text as they capture details. Users can capture audio, video and photographs in this collection. This means users can attend a scene and immediately capture a collection of media before working out how to tag or link it. Users can view a full size version of a photo and can zoom in to view it at larger scale.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
IMPORTING MEDIA
Users can import media (photos, audio, video and files such as PDFs) from their gallery or file system - allowing them to use media files shared to their device by members of the public. This feature can be enabled or disabled using per agency configuration (if an agency does not want to use this capability they can turn it off).
TAGGING
Users can choose to tag a note, which will tag it and all media within it. Tags provided are those configured by the agency and are shown grouped by categories defined by the agency. Selected tags will then show on the note. As with all media, in CommandCentral Evidence, tags are used to manage and set the retention period for media. In addition to manual tags, Responder can be configured to set a default “Responder Media” tag on every media item uploaded by Responder. This allows agencies to set a default tag & retention period for anything captured by Responder.
LINKING TO RECORDS
Users can link a note to an incident record contained in the CommandCentral Consolidated Records View - to relate the note & media to the incident and ensure they are shown in the Consolidated Records View.
The incident record summary shown in Responder contains key data for the record - Report number, Incident Type, Involved officers & Incident Start & End Date.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Users can:
x Link to an incident record already on a user’s device - Any incident records for which a user is already added as an involved officer will be automatically downloaded to their device.
x Link to an incident record by search:
- A user can search for an incident record using a simple free text search, searching for any incident record for the agency in CC Records that the user has permission to view x Create a new incident record if one does not exist (not available with Flex - see below) - User can create a new incident record (providing summary detailsabove). - User will be provided with the Report number separately - Responder application will detect creation of incidents (from Responder) with duplicate Report numbers, warn users and allow them to resolve conflicts.
The exact behavior depends on whether the customer is using:
x Responder with CommandCentral Evidence connected to Flex - Flex generates law incidents (typically created from CAD). These law incidents are uploaded to CC Records and user can link to these. Whenever there is a case number to link to there will be a law incident in Flex and this will be pushed to CC Records. As a result, users can’t create incident record summaries in Responder, they can link to law incidents created in Flex. x Responder with CommandCentral Evidence connected to P1 RMS - P1 RMS manages case reports in case folders. If there is a case report, then P1 uploads this to CC Records and users can link to it. - If there is a case folder in P1 RMS but no case report then users can create an incident record summary in Responder, adding the case number - allowing the user to link media to the case.
x Responder with CommandCentral Evidence standalone (with CommandCentral Records Starter capability)
- Users can create incident record summaries or link to ones that have already been created.
- Incident records have to be manually created in Responder (or the CommandCentral Evidence/Records web UI) - they aren’t imported from other systems
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
TIMELINE
Users can view previous notes in their timeline:
x Update a note later with further information;
x Refer back to them later when completing a report;
x Notes (and associated media) are kept on the device in a user’s timeline for an agency configured period - configured in CC Admin (default is 30 days).
The timeline is separated into a To Do and All Items view.
The To do view shows notes that a user has added, that are either less than 24 hours old or that have not yet been linked to an incident record. Users can manually move a note out of the To do view if they don’t intend to link it to an incident record. However, typically users are encouraged to capture media and then link it. This provides an easy way for users to see notes they still have to deal with.
The All Items view shows all notes on a user’s device so they can find older notes & evidence that they need to refer to.
SYNCHRONIZING DATA
Notes & media files are automatically uploaded to CommandCentral Evidence - a synch indicator is shown on the note to show data is being uploaded, and an indicator is shown on each media item to show that the media item is being uploaded.
When a user signs out of Responder app, if they have unsent data (notes & evidence) then Responder will alert the user that they have unsent items - allowing them to ensure they are in an area of coverage and wait for sync to complete.
AUTHENTICATION AND SECURITY
CommandCentral Responder prevents unauthorized users from accessing the data transmitted to and from mobile devices through an HTTPS connection with FIPS 140-2 Transport Layer Security (TLS) v1.2 encryption.
All user requests and other user data are protected by Azure Government services.
To access the system, a user authenticates against the CommandCentral Identity Management system. If desired, the identity management system can be setup to federate authentication against a customer identity management system such as Azure AD.
Customers can enable multi-factor authentication.
x If a customer uses CommandCentral Identity Management directly then multi factor authentication can be enabled for any or all users (at customer decision). If enabled then users need to enter a username & password and a second factor which is either a one time passcode sent by email or a one time passcode or authentication approval enabled via a separate app (Ping ID). x If a customer uses federated authentication then the federated auth system authenticates the user. In this case the customer identity management will implement the multi factor authentication. For instance, Azure AD can enforce multi factor authentication and allows a one time passcode to be provided via email, SMS or via the Azure authenticator app.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
In addition, Responder uses a PIN code (or optionally biometric unlock) that is used to allow users to unlock their app after inactivity timeout. Sign in online is required once per shift to access online data.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
MOBILE VIDEO PRODUCTS NEW SYSTEM STATEMENT OF WORK
OVERVIEW
This Statement of Work (SOW) outlines the responsibilities of Motorola Solutions, Inc. (Motorola) and the Customer for the implementation of body-worn camera(s), in-car video system(s), and/or interview recording system(s) and your digital evidence management solution. For the purpose of this SOW, the term “Motorola” may refer to our affiliates, subcontractors, or certified third-party partners. Motorola’s certified installer will work on Motorola’s behalf to install your in-car video system(s).
This SOW addresses the responsibilities of Motorola and the Customer that are relevant to the implementation of the hardware and software components listed in the Solutions Description. Any changes or deviations from this SOW must be mutually agreed upon by Motorola and the Customer and will be addressed in accordance with the change provisions of the Contract. The Customer acknowledges any changes or deviations from this SOW may incur additional cost.
Motorola and the Customer will work to complete their respective responsibilities in accordance with the Project Schedule. Any changes to the Project Schedule must be mutually agreed upon by both parties in accordance with the change provisions of the Contract.
Unless specifically stated, Motorola will perform the work remotely. The Customer will provide Motorola personnel with access to their network and facilities so Motorola is able to fulfill its obligations. All work will be performed during normal business hours based on the Customer’s time zone (Monday through Friday from 8:00 a.m. to 5:00 p.m.).
The number and type of software subscription licenses, products, or services provided by Motorola are specifically listed in the Contract and referenced in the SOW. Services & Products provided under this SOW are governed by the mutually executed Contract between the parties, or Motorola’s Master Customer Agreement and applicable addenda (“Contract”).
AWARD, ADMINISTRATION, AND PROJECT INITIATION
Project Initiation and Planning will begin following the execution of the Contract between Motorola and the Customer. At the conclusion of Project Planning, Motorola’s Project Manager (PM) will begin status meetings and provide status reports on a regular cadence with the Customer’s PM. The status report will provide a summary of activities completed, activities planned, progress against the project schedule, items of concern requiring attention, as well as, potential project risks and agreed upon mitigation actions.
Motorola utilizes Google Meet as its teleconference tool. If the Customer desires to use an alternative teleconferencing tool, any costs incurred from the use of this alternate teleconferencing tool will be the responsibility of the Customer.
FBI-CJIS SECURITY POLICY – CRIMINAL JUSTICE INFORMATION CJIS Security Policy Compliance
Motorola believes our solution is not in scope of the FBI-CJIS Security Policy (CJISSECPOL) based on the definition in Section 4 of CJISSECPOL and how the FBI-CJIS defines Criminal Justice Information. However, Motorola does design its products with the CJISSECPOL security controls as a guide. Motorola’s design and Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. features support best practice security controls and policy compliance. In the event of a CJIS technical audit request, Motorola will support the Customer throughout this process.
Personnel Security – Background Screening
Motorola will assist the Customer with completing the CJIS Security Policy Section Personnel Security related to authorized personnel background screening when requested to do so by the Customer. Based on the Personnel Security section of the CJISSECPOL, a Motorola employee is defined as someone who is required to be on the Customer’s property with unescorted access to unencrypted CJI. Motorola employees will also have access to the Customer’s network(s) and stored information and Motorola has remote access tools to support virtual escorted access to on-premises customer assets.
Additionally, Motorola performs independent criminal background investigations including name based background checks, credential and educational vetting, credit checks, U.S. citizen and authorized worker identity verification on its employees.
Motorola will support the Customer in the event of a CJ IS audit request to validate employees assigned to the project requiring CJISSECPOL Personnel Security screening and determine whether this list is up to date and accurate. Motorola will notify the Customer within 24 hours or next business day of a personnel status change.
Security Awareness Training
Motorola requires all employees who will support the Customer to undergo Level 3 Security Awareness Training provided by Peak Performance and their CJIS online training platform. If the Customer does not have access to these records, Motorola can facilitate proof of completion. If the Customer requires additional and/or separate training, Motorola will work with the Customer to accommodate this request at an additional cost.
CJIS Security Addendum
Motorola requires all employees directly supporting the Customer to sign the CJIS Security Addendum if required to do so by the Customer.
Third Party Installer
The Motorola-certified third-party installer (if applicable) will work independently with the Customer to complete the CJISSECPOL Personnel Security checks, complete Security Awareness Training and execute the CJIS Security Addendum.
COMPLETION CRITERIA
The project is considered complete once Motorola has completed all responsibilities listed in this SOW. The Customer’s task completion will occur based on the Project Schedule to ensure Motorola is able to complete all tasks without delays. Motorola will not be held liable for project delays due to incomplete Customer tasks.
The Customer must provide Motorola with written notification if they do not accept the completion of Motorola responsibilities. Written notification must be provided to Motorola within ten (10) business days of task completion.
The project will be deemed accepted if no written notification is received within ten (10) business days.
In the absence of written notification for non-acceptance,beneficial use will occur thirty (30) days after functional demonstration of the system.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
SUBSCRIPTION SERVICE PERIOD
If the contracted system includes a subscription, the subscription service period will begin upon the Customer’s receipt of credentials for access or for hardware, upon shipment of the hardware. The provision and use of the subscription service is governed by the Contract.
PROJECT ROLES AND RESPONSIBILITIES OVERVIEW
Motorola Project Roles and Responsibilities
The Motorola Project Team will be assigned to the project under the direction of the Motorola Project Manager.
Each team member will be engaged in different phases of the project as necessary. Some team members will be multi-disciplinary and may fulfill more than one role.
In order to maximize effectiveness, the Motorola Project Team will provide various services remotely by teleconference, web-conference, or other remote method in order to fulfill our commitments as outlined in this SOW.
Our experience has shown customers who take an active role in the operational and educational process of their system realize user adoption sooner and achieve higher levels of success with system operation. The subsections below provide an overview of each Motorola Project Team Member.
Project Manager (PM)
The PM will be the principal business representative and point of contact for Motorola. The PM’s responsibilities may include but are not limited to:
x Manage Motorola responsibilities related to the delivery of the project. x Maintain the Project Schedule, and manage assigned Motorola personnel, subcontractors, and suppliers as applicable.
x Coordinate schedules of assigned Motorola personnel, subcontractors, and suppliers asapplicable. x Conduct equipment inventory.
x Discovery validation
x Maintain project communications with the Customer.
x Identify and manage project risks.
x Coordinate collaboration of Customer resources to minimize project delays. x Evaluate project status against Project Schedule.
x Conduct status meetings on mutually agreed upon dates to discuss project status. x Provide timely responses to Customer inquiries and issues related to project progress. x Conduct daily status calls with the Customer during Go-Live.
Post Sales Engineer
The Post Sales Engineer will work with the Customer’s Project Team on:
x System provisioning.
x Data Migration
x Contracted data migration between two disparate digital evidence management systems (if applicable, additional fees may apply).
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Field Engineer (FE)
The FE will work with the Customer’s Project Team on:
x Inspect installation and configure hardware devices.
x Provide instructions to the Customer on how to configure the hardware. x Review Deployment Checklist with the Customer.
x Develop and submit a Trip Report.
x Update Customer IP Map.
Professional Services Engineer (if applicable)
The Professional Services Engineer is engaged on projects that include integration between Motorola’s digital evidence management system and the Customer’s third-party software application. Their responsibilities include:
x Delivery of the interface between Motorola’s digital evidence management system and the Customer’s third- party software (e.g. CAD).
Technical Trainer / Instructor
The Technical Trainer / Instructor provides training on-site or remote depending on the training topic and deployment services purchased.
x Deliver provisioning education and guidance to the Customer for operating and maintaining their system. x Provide product education as defined by this SOW and described in the Education Plan.
Motorola-Certified Installer (if applicable)
The Motorola-certified installer is primarily responsible for installing in-car video systems (ICVs) into Customer vehicles. There are specific requirements the 3rd party partner must meet in order to be considered a Motorola- certified installer, and they include the following:
x Required Training
- WTG0501 - M500 Vehicle Installation Certification(Remote) or WTG0503 - M500 Vehicle Installation Certification (Live)
Needs to be renewed yearly.
Needs to be submitted to the PM by the technician completing the installation no less than thirty (30) days prior to the installation.
- Review of any previous Motorola Solutions Technical Notifications (MTNs). x Optional Training
- WGD00186 - M500 Installation Overview and Quick Start (NA) Not required for installation. Available for the installing technician. - WGD00177 - M500 In-Car Video System Installation Guide Not required for installation. Available for the installing technician. - MN010272A01 - M500 In-Car Video System Basic Service Manual Not required for installation. Available for the installing technician.
Other responsibilities the Motorola-certified installer may be involved in include the installation of cellular routers or Access Points. These activities will only be completed by Motorola if Motorola quotes these services; otherwise, the completion of these services are solely the responsibility of the Customer.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Customer Support Services Team
The Customer Support Services Team will provide on-going support to the Customer following Go-Live and final acceptance of the project.
Customer Project Roles and Responsibilities
Motorola has defined key resources that are critical to this project and must participate in all the activities defined in this SOW. During the Project Planning phase, the Customer will be required to provide names and contact information for the roles listed below. It is critical that these resources are empowered to make decisions based on the Customer’s operational and administration needs. The Customer Project Team will be engaged from Project Initiation through Beneficial Use of the system. In the event the Customer is unable to provide the resources identified in this section, Motorola may be able to supplement these resources at an additional cost.
Project Manager
The PM will act as the primary point of contact for the duration of the project. In the event the project involves multiple locations, Motorola will work exclusively with theCustomer’s primary PM. The PM’s responsibilities will include, but are not limited to:
x Communicate and coordinate with other project participants. x Manage the Customer Project Team including subcontractors and third-party vendors. This includes timely facilitation of tasks and activities.
x Maintain project communications with the Motorola PM. x Identify tasks required of Customer staff that are outlined in this SOW and the Project Schedule. x Consolidate all project inquiries from Customer staff to present to Motorola PM. x Approve a deployment date offered by Motorola.
x Review Project Schedule with the Motorola PM and finalize tasks, dates, and responsibilities. x Measure and evaluate progress against the Project Schedule. x Monitor Project to ensure resources are available as required. x Attend status meetings.
x Provide timely responses to issues related to project progress. x Liaise and coordinate with other agencies, Customer vendors, contractors, and common carriers. x Review and administer change control procedures, hardware and software certification, and all related project tasks required to meet the deployment date.
x Ensure Customer vendors’ readiness ahead of the deployment date. x Assign one or more personnel to work with Motorola staff as needed for the duration of the project, including one or more representatives from the IT department.
x Identify a resource with authority to formally acknowledgeand approve milestone recognition certificates, as well as, approve and release payments in a timely manner. x Provide Motorola personnel with access to all Customerfacilities where system equipment is to be installed.
Temporary identification cards are to be issued to Motorola personnel, if required for access. x Ensure remote network connectivity and access for Motorola resources. x Assume responsibility for all fees pertaining to licenses, inspections and any delays associated with inspections due to required permits as applicable to this project. x Provide reasonable care to prevent equipment exposure from contaminants that may cause damage to the equipment or interruption of service.
x Ensure a safe working environment for Motorola personnel. x Identify and manage project risks.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. x Provide signature(s) of Motorola-provided milestone recognition certificate(s) within ten (10) business days of receipt.
IT Support
IT Support manages the technical efforts and ongoing activities of the Customer’s system. IT Support will be responsible for managing Customer provisioning and providing Motorola with the required information for LAN, WAN and client infrastructure.
The IT Support Team responsibilities include but are not limited to:
x Participate in delivery and training activities to understand the software and functionality of the system. x Participate with Customer Subject Matter Experts (SMEs) during the provisioning process and associated training.
x Authorize global provisioning decisions and be the Point of Contact (POC) for reporting and verifying problems.
x Maintain provisioning.
x Implement changes to Customer infrastructure in support of the proposed system.
Video Management Point of Contact (POC)
If CommandCentral DEMS Standard, CommandCentral DEMS Plus, or VideoManager EL Cloud device license(s) are included in the contract, the Video Manager POC will educate users on digital media policy, participate in Discovery tasks, and complete the Video Management Administration training. The Customer is responsible for its own creation and enforcement of media protection policies and procedures for any digital media created, extracted, or downloaded from the digital evidence management system.
Subject Matter Experts (SMEs)
SMEs are a core group of users involved with the analysis, training and provisioning process, including making decisions on global provisioning. The SMEs should be experienced users in their own respective field (evidence, dispatch, patrol, etc.) and should be empowered by the Customer to make decisions based on provisioning, workflows, and department policies related to the proposed system.
Training POC
The Training POC will act as the course facilitator and is considered the Customer’s educational monitor. The Training POC will work with Motorola when policy and procedural questions arise. They will be responsible for developing any agency specific training material(s) and configuring new users on the Motorola Learning eXperience Portal (LXP) system. This role will serve as thefirst line of support during Go-Live for the Customer’s end users.
General Customer Responsibilities
In addition to the Customer responsibilities listed above, the Customer is responsible for the following:
x All Customer-provided equipment, including third-party hardware and software needed for the proposed system but not listed as a Motorola deliverable. Examples include end user workstations, network equipment, connectivity etc.
x Configure, test, and maintain third-party system(s) that will interface with the proposed system. x Establish an Application Programming Interface (API) for applicable third-party system(s) and provide documentation that describes the integration to the Motorola system (if applicable).
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. x Coordinate and facilitate communication between Motorola and Customer third-party vendor(s) as required. x Mitigate the impact of upgrading Customer third-party system(s) that will integrate with the proposed system.
Motorola strongly recommends working with the Motorola Project Team to understand the impact of such upgrades prior to taking action.
x Upgrades to Customer’s existing system(s) in order to support the proposed system. x Providing a facility with the required computer and audio-visual equipment for training and work sessions. x Ability to participate in remote project meetings using Google Meet or a mutually agreed upon Customer- provided remote conferencing tool.
Motorola is not responsible for any delays that arise from Customer’s failure to perform the responsibilities outlined in this SOW or delays caused by Customer’s third-party vendor(s) or subcontractor(s).
NETWORK AND HARDWARE REQUIREMENTS
The following requirements must be met by the Customer prior to Motorola installing the proposed system:
x Provide network connectivity for the transfer and exchange of data for the proposed system. x Provide devices such as workstations, tablets, and smartphones with Internet access for system usage.
Chrome is the recommended browser for optimal performance. x Provide and install antivirus software for workstation(s). x Provide Motorola with administrative rights to Active Directory for the purpose of installation, configuration, and support.
x Provide all environmental conditions such as power, uninterruptible power sources (UPS), HVAC, firewall and network requirements.
x Ensure required traffic is routed through Customer’s firewall.
Motorola is not responsible for any costs or delays that arise from Customer’s failure to meet network and hardware requirements.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
PROJECT PLANNING
A clear understanding of the needs and expectations of Motorola and the Customer is critical to fostering a collaborative environment of trust and mutual respect. Project Planning requires the gathering of specific information to set clear project expectations and guidelines, as well as lay the foundation for a successful implementation.
PROJECT PLANNING SESSION
A Project Planning Session will occur after the Contract has been executed. The Project Planning Session is an opportunity for the Motorola and Customer PM to meet before the Project Kickoff Meeting and review key elements of the project and expectations. Depending on the items purchased, the agenda will typically include:
x A high-level review of the following project elements:
- Quoting/ordering documents
- A summary of contracted applications and hardware as purchased. - Customer’s involvement in project activities to confirm understanding of scope and required time commitments.
- Data Migration questionnaire if migration is included in the Solution - The Business Process Review (BPR), used to document system configuration, agency recording, and retention policies
- A high-level Project Schedule with milestones and dates. x Confirm CJIS background investigations and fingerprint requirements for Motorola employees and/or subcontractors.
x Determine Customer location for Motorola to ship their equipment for installation.
Motorola Responsibilities
x Contact the customer to complete the Project Planning Session. x Request the assignment of Customer Project Team and any additional Customer resources that are instrumental to the project’s success.
x Baseline the Project Schedule, if applicable.
x Document mutually agreed upon Project Kickoff Meeting Agenda.
Customer Responsibilities
x Identify Customer Project Team and any additional Customer resources that are instrumental to the project’s success.
x Acknowledge the mutually agreed upon Project Kickoff Meeting Agenda. x Provide approval to proceed with the Project Kickoff Meeting.
Motorola Deliverables
x Project Kickoff Meeting Agenda.
x Data Migration Questionnaire (ifapplicable)
x BPR Workbook
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
PROJECT KICKOFF
Motorola will work with the Customer to understand the impact of introducing a new solution and the preparedness needed for a successful implementation.
Motorola Responsibilities
x Review Contract documents including project delivery requirements as described in this SOW. x Discuss the deployment start date and deliver the Deployment Checklist. x Discuss the equipment inventory process
x Discuss project team participants and their role(s) in the project with fulfilling the obligations of this SOW. x Review resource requirements.
x Provide the initial Project Schedule
x Discuss Motorola remote system access requirements.
x Review the BPR.
x Complete all necessary documentation (i.e. fingerprints, background checks, card keys, etc.) required for Motorola resources to gain access to Customer facilities. x Review the LXP training portal.
x Request user information required to establish the Customer in LXP. x Review and agree on completion criteria and the process for transitioning to support.
Customer Responsibilities
x Provide feedback and approval on project delivery requirements and schedule. x Review the Deployment Checklist.
x Review the roles of project participants to identify decision-making authority. x Validate non-disclosure agreements, approvals, and other related items are complete (if applicable). x Complete the BPR Workbook within 5 business days after the conclusion of the Project Kickoff for review during the Discovery Teleconference
x Provide all documentation (i.e. fingerprints, background checks, card keys, etc.) required for Motorola resources to gain access to Customer facilities.
x Provide Motorola with names and contact information of the designated LXP Administrator(s).
Motorola Deliverables
x Project Kickoff Meeting Minutes.
x Deployment Checklist.
DISCOVERY TELECONFERENCE
During the Discovery Teleconference, Motorola will meetwith the Customer to review information documented in the BPR Workbook. The Data Migration Questionnaire will also be reviewed if migration is part of the Solution.
Note – The IT Questionnaire is completed during the pre-sales process and prior to Contract award. The IT Questionnaire is given to Motorola at the time of offer acceptance. A delay in completing the IT Questionnaire may delay the shipment of equipment. Motorola will not be responsible for any delays associated with or related to the completion of the IT Questionnaire.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Responsibilities
x Facilitate Discovery Teleconference.
x Confirm Customer-provided configuration inputs.
Customer Responsibilities
x Gather and review the information required to complete the BPR Workbook. x Schedule Customer Project Team and SMEs to attend the Discovery Teleconference. SMEs should be present to weigh in on hardware, software, and network components. Customer attendees should be empowered to convey policies and make modifications to policies as necessary.
Motorola Deliverables
x Completed BPR Workbook.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
PROJECT EXECUTION
HARDWARE PROCUREMENT AND INSTALLATION
Motorola will procure contracted hardware as part of the ordering process. The hardware will be configured with a basic profile in line with the information provided by the IT Questionnaire or Discovery Teleconference for installation and configuration of the system. The Customer is responsible for providing an installation environment that meets manufacturer’s specifications for the hardware, which includes but is not limited to:
x Power
x Heating and Cooling
x Network Connectivity
x Access and Security
x Conduit and Cabling
Motorola Responsibilities
x Procure contracted equipment and ship to the Customer's designated location. x Inventory equipment after arrival at Customer location x Conduct a power-on test to validate that the installed hardware is ready for configuration. x Verify remote connection to hardware.
x Complete Deployment Checklist which outlines the activities completed during configuration and testing of system hardware.
Customer Responsibilities
x Procure Customer-provided equipment and make it available at the installation location. x Confirm the installation room complies with environmental requirements (i.e. power, uninterruptible power, surge protection, heating/cooling, etc.).
x Provide, install, and maintain antivirus software workstation(s). x Enable outgoing network connection (external firewall)to Motorola’s Cloud Evidence Management System by utilizing the Customer’s Internet connection.
x Confirm access to Motorola’s Cloud EvidenceManagement System cloud on Customer-provided workstation(s).
Motorola Deliverables
x Contracted Equipment.
x Equipment Inventory
SVX Configuration as a Remote Speaker Microphone (if applicable) The Smart Dock(s) will be utilized to manage firmwareupdates on each SVX. In order for this process to be successfully completed, each Smart Dock must be connected to Motorola’s Cloud Evidence Management Solution through the Customer’s internet connection.
Motorola Responsibilities
x Configure Smart Dock(s) for connectivity to Motorola’s Cloud Evidence Management System.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. x Verifying the SVX Smart Dock(s) are connected to Motorola’s Cloud Evidence Management System through the Customer’s network. The Customer is responsible for ensuring Motorola has the correct IP address(es) for configuring the Smart Dock(s), and the Customer’s network is operational. x Verify all slots in each Smart Dock are functional.
x Provide documentation on how to pair the SVX(s) toMotorola APX NEXT and/or APX N70 radio(s) using Secure Near-Field Communications (NFC).
Customer Responsibilities
x Select physical location(s) for Smart Dock(s).
x Provide network information (IP address, gateway, DNS, and subnet mask) to Motorola for each Smart Dock(s).
x Enable Bluetooth, Bluetooth Tones, and Secure NFC Touch Pairing on Motorola APX NEXT and/or APX N70 radio(s).
x Motorola recommends “Power Down Standby Mode (hrs) = 1” to allow the SVX Bluetooth connection to quickly reconnect after power up within the 1-hour timeframe. x Pair the SVX(s) to Motorola APX NEXT and/or APX N70 radio(s) using Secure NFC. x Validate functionality of components and solution utilizing the Deployment Checklist. x Provide Motorola remote connection information and necessary credentials.
SVX Configuration as a Body Camera (if applicable)
If CommandCentral DEMS Standard, CommandCentral DEMS Plus, or VideoManager EL Cloud device license(s) are included in the contract, the Smart Dock(s) will be utilized to configure each SVX as a body camera.
Motorola Responsibilities
x Configure SVX(s) within Motorola’s Cloud Evidence Management System. x Check out SVX(s) and create a test recording.
x Verify video and audio upload to Motorola’s Cloud Evidence Management System for up to 25% of purchased SVX(s).
x Provide a demonstration of client software.
Customer Responsibilities
x Validate functionality of components and solution utilizing the Deployment Checklist. x Provide Motorola remote connection information and necessary credentials. x The Customer will verify whether the SmartDocks(s) are connected to their network. x Verify video and audio upload to Motorola’s Cloud Evidence Management System for the remainder of purchased SVX(s).
V700 Body Camera Configuration (if applicable)
The Transfer Station(s) will be utilized to configure each V700 body cameraaccording to the Business Process Review. In order for this process to be successfully completed, each Transfer Station must be connected to Motorola’s Cloud Evidence Management Solution through the Customer’s internet connection.
Motorola Responsibilities
x Configure Transfer Station(s) for connectivity to the digital evidence management system. x Verify the Transfer Station(s) is configured properly and connected to the network.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. x Configure body camera(s) within the digital evidence management system. x Check out body camera(s) and create a test recording. x Verify video and audio upload to Motorola’s Cloud Evidence Management System for up to 25% of purchased V700(s).
x Verify completion of upload from body-worn camera(s) after it is docked in a Transfer Station or USB dock. x Install and provide a demonstration of client software as part of the same on-site engagement as Go-Live, unless otherwise outlined in this SOW.
Customer Responsibilities
x Select physical location(s) for Transfer Station(s).
x Provide and install workstation hardware.
x Complete installation of client software on remaining workstations and mobile devices. x Validate functionality of components and solution utilizing the Deployment Checklist. x Provide Motorola remote connection information and necessary credentials.
In-Car Video System Configuration (if applicable)
The Motorola-certified installer will complete the installation of the in-car video (ICV) system(s) within the Customer-provided vehicle(s). The installer may also be responsible for installing cellular routers or WiFi radios inside the vehicle(s) for wireless upload of video to the Customer’s digital evidence management system. These activities will only be completed by Motorola if Motorolaquotes these services; otherwise, the completion of these services are solely the responsibility of the Customer.
The Customer vehicles must be available for the FE to complete the configuration and testing of the contractual number of ICVs. If the Customer does not have all vehicles available during the agreed upon date and time, the Customer may opt to sign-off on the number of ICV configurations completed.
If the Customer requires the FE to complete the full contractual number of ICVs at a later date and time, additional cost may be incurred. The following table shows the number of ICVs an FE is contractually obligated to configure and test based on the number of ICVs purchased.
Table 1:Number of Contractual ICV Configurations
Number of ICV Purchased Number of ICV to Test
1 1
2 2
3 3
4 4
5 - 25 5
26 - 50 10
51 - 75 15
76 - 100 20
101 - 150 30
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Number of ICV Purchased Number of ICV to Test
151 - 200 40
201+ 20%
Motorola Responsibilities
x Setup ICV digital video recorder (DVR) configuration. x Create configuration USB used to complete ICV hardware configuration and validation. x Travel to the Customer site to conduct configuration and testing of ICVs. x The FE will verify whether the AP(s) are properly installed and connected to the network for in-car video system WiFi upload (if applicable).
x Complete ICV configuration on a single vehicle, and validate the configuration with the Customer. x Receive Customer approval to proceed with remaining ICV configurations. x Complete remaining contracted vehicle configurations. x Test a subset of completed ICV hardware configurations.
Motorola-Certified Installer Responsibilities (if applicable) These activities will only be completed by Motorola if Motorola quotes these services; otherwise, the completion of these services are solely the responsibility of the Customer. x Complete the installation of ICV hardware in Customer provided vehicles. x Complete the installation of cellular router and confirm placement of antenna mounting with Customer (if applicable).
x Install Customer-provided SIM card into cellular router and connect cellular router to ICV (if applicable). x Installation of Access Point(s) (APs) if provided by Motorola for in-car video system WiFi upload (if applicable).
Customer Responsibilities
x Provide Motorola with remote connection and access credentials to complete ICV hardware configuration. x Notify Motorola of the vehicle installation location. x Coordinate and schedule date and time for ICV hardware configuration(s). x Make ICV hardware available to Motorola for configuration and testing in accordance with the Project Schedule.
x Provide cellular SIM Card for Internet connectivity to the installer at time of vehicle installation (if applicable). x Install Customer-supplied APs (if applicable).
x Verify APs are properly installed and connected to the network (if applicable).
Motorola Deliverables
x Complete Functional Validation Plan as it applies to the proposed solution.
Note – The Pricing Page will reflect in-car video installation services by Motorola if Motorola is responsible for the vehicle installations.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
M500 Automatic License Plate Recognition (ALPR) Configuration (if applicable) This section highlights the responsibilities of Motorola and the Customer when an M500 in-car video system interfaces with the VehicleManager database.
Motorola Responsibilities
x Create a Customer account in the VehicleManager system with user emails. x Verify the Customer has installed and launched the Vigilant Car Detector Mobile Software per the VehicleManager Quickstart Guide.
x Provide Mobile ALPR - Officer Safety Basic and Advanced Pre-Installation Checklist. x Provide Agency Manager with Training Materials and Car Detector Mobile MDC software installation guide. x Advise Agency Manager of different options available to add new users. x Confirm Agency Manager is aware of registration required for Hotlists. x Confirm Agency Manager understands how to set up data-sharing.
Customer Responsibilities
x Identify the Agency Manager.
x Register to receive access to Hotlists.
Interview Recording System Configuration (if applicable) When installation services are included as part of the contract, the Motorola-certified installer will complete the installation of the Interview Recording System(s) within the Customer-provided location(s).
The Customer location(s) must be available for the Motorola Resource and/or contracted third party to complete the configuration and testing of the contractual number of systems. If the Customer does not have all locations available during the agreed upon date and time, the Customer may opt to sign-off on the number of configurations completed. If the Customer requires the Motorola Resource and/or contracted third party to complete the full contractual number of systems at a later date and time, additional cost may be incurred.
Motorola Responsibilities
x Create configuration USB used to complete hardware configuration and validation. x Conduct configuration and testing of system(s).
x Complete configuration on a single system, and validate the configuration with the Customer. x Receive Customer approval to proceed with remaining configurations. x Complete remaining contracted system configurations.
x Test a subset of completed hardware configurations.
x When installation services for Motorola-certified installer are in the contract, complete the installation of the Interview Recording System (if applicable).
NOTE - The Customer is responsible for having all vehicles and devices available for installation per the Project Schedule. All cellular data fees and Internet connectivity charges are the responsibility of the Customer. If a Motorola-certified installer is not used to install the ICV(s), Motorola is not responsible for any errors in hardware installation, performance or delays in the Project Schedule. In the event the Customer takes on the responsibility of installing the ICV(s) through a Motorola-certified installer, Motorola is also not responsible for any errors in hardware installation, performance or delays in the Project Schedule. For ALPR installations, an MDT is required for all vehicles.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Customer Responsibilities
x When installation services are being provided by the Customer, complete the installation of the Interview Recording System (if applicable).
x Provide Motorola with remote connection and access credentials to complete hardware configuration. x Notify Motorola of the installation location.
x Coordinate and schedule date and time for hardware configuration(s). x Make hardware available to Motorola for configuration and testing in accordance with the Project Schedule.
Motorola Deliverables
x Complete the Deployment Checklist and testing as it applies to the proposed solution.
SOFTWARE AND CONFIGURATION
CommandCentral DEMS (if applicable)
CommandCentral DEMS software is a cloud solution that does not require an onsite server. Section 3.2 does not apply to existing Motorola customers using VideoManager EL Cloud.
Motorola Responsibilities
x Use information provided in BPR Workbook to configure CommandCentral DEMS software. x Based on Customer feedback, perform the following activities:
x Create users, groups, and setup permissions.
x Create event categories.
x Set retention policies.
x Test software using applicable portions of the Functional Validation Plan. x Use the CommandCentral Admin Portal to provision users, groups, and rules based on Customer Active Directory data.
x Guide the Customer in the configuration of CommandCentral DEMS. x Ensure training POC can access the system.
Customer Responsibilities
x Supply access and credentials to Customer’s Active Directory for the purpose of Motorola conducting CommandCentral DEMS provisioning.
x Respond to Motorola’s inquiries regarding users, groups, and agency mapping to CommandCentral DEMS. x Provision policies, procedures, and user permissions. x Configure evidence as directed by Motorola.
x Verify traffic can be routed through Customer’s firewall and reaches end-user workstations.
DATA MIGRATION SERVICES (IF APPLICABLE*)
The Customer is responsible for partitioning data to be converted from Motorola on-premises digital evidence management system, or Customer’s Non-Motorola Digital Evidence Management System to Motorola’s cloud solution as part of this offer. The Customer will have ten (10) business days to provide feedback after Motorola validates the migrated data. If feedback is not received on orbefore ten (10) business days, Motorola will assume the migration is complete. *Data Migration Services may be subject to additional fees.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Responsibilities
x Receive access to Customer video data.
x Perform contracted data migration and validation.
Customer Responsibilities
x Provide 24/7 remote access to partitioned data to be migrated. x Customer hardware or virtualization environment will be the sole responsibility of the Customer to troubleshoot and resolve issues.
x Validate migrated dataset and provide Motorola with feedback within ten (10) business days.
Completion Criteria
x A migrated dataset as defined in the Contract.
Motorola On-Premises Evidence Management System (if applicable) Motorola supports data migration of digital assets and associated metadata from our on-premises evidence management systems, Evidence Library 4 and VideoManager EL On-Prem (formally known as Evidence Library 5), to Motorola’s cloud solution.
Motorola Responsibilities
x Verify compatible platform(s) and upgrade if applicable Customer Responsibilities
x Provide internet connectivity from on-premises server to destination resources Non-Motorola Evidence Management System (if applicable) Motorola will perform data migration of digital assets and associated metadata from the Customer’s Non-Motorola Evidence Management system to the new Motorola Cloud Evidence Management System.
Motorola Responsibilities
x Facilitate the method of obtaining and consuming the data x Review data in the Motorola systems with the customer Customer Responsibilities
x Act as liaison between Motorola and third-party vendor(s) as required to establish connectivity to the Non- Motorola digital evidence management system.
x Provide internet connectivity from on-premisesserver to destination resources, if applicable. x Provide API connection to the source, ifapplicable
x Provide data and metadata information in a readable and consumable format x Assist with mapping metadata information into Motorola system
INTEGRATIONS AND THIRD-PARTY INTERFACES (IF APPLICABLE) The integration between Motorola’s Cloud Evidence Management System and the Customer’s third-party system may consist of an iterative series of activities depending on the complexity of accessing the third-party system.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Interfaces will be installed and configured in accordance with the Project Schedule. The Customer is responsible for engaging third-party vendors as required to facilitate connectivity and testing of the interface(s).
Motorola Responsibilities
x Develop and configure interface(s) to support the functionality described in the Solution Description. x Establish and validate connectivity between Motorola and third-party systems. x Perform functional demonstration to confirm the interface(s) can transmit and receive data to the Customer’s digital evidence management system.
Customer Responsibilities
x Act as liaison between Motorola and third-party vendor(s) as required to establish connectivity to the third- party system.
x Provide personnel authorized to make changes to the network and third-party systems to support Motorola’s integration efforts.
x Provide network connectivity between digital evidence management system and the third-partysystem(s). x Provide hardware to run any required interface components for on-prem interfaces when required. x Provide sample data and information on API, SDKs, data scheme, and any documentation necessary to establish interfaces with all local and remote systems. This information should be provided to the Motorola PM within ten (10) business days of the Interface Engagement Meeting.
NOTE - At the time of initial design, unknown circumstances, requirements or anomalies may present difficulties with interfacing Motorola products to a third-party application. These difficulties could result in a poorly performing or non-functional interface. Providing Motorola with this information early in the deployment process, will potentially allow us to mitigate these issues. If the resolutionrequires additional third-party integration, application upgrades, APIs, and/or additional software licenses, the Customer is responsible for addressing these issues at their cost. Motorola is not responsible for any delays or costs associated with third-party applications or Customer-provided third-party hardware or software.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
SYSTEM TRAINING
The objective of this section is to prepare for and deliver training. Motorola training consists of computer-based (online) and instructor-led (on-site or remote) depending on what is purchased. Our training delivery methods will vary depending on course content. Training will be delivered in accordance with the Education Plan. As part of our training delivery, Motorola will provide user guides and training materials in an electronic format.
ONLINE TRAINING
Online training is made available to the Customer through LXP. This subscription service provides customers with unlimited access to our online training content and provides users with the flexibility of learning the content at their own pace. Training content is added and updated on a regular basis to keep information current.
Through LXP, a list of available online training courses, Motorola User Guides, and Training Material are accessible in electronic format.
Motorola Responsibilities
x Designate a LXP Administrator to work with the Customer. x Establish an accessible instance of LXP for the Customer. x Configure a Customer-specific portal view.
x Organize content to align with Customer’s selected technologies. x Create initial Customer user accounts anda single Primary Administrator account. x During onboarding, assist the Customer with LXP usage. x Provide technical support for user account and access issues, LXP functionality, and Motorola managed content.
x Provide instruction to Customer LXP Administrator on building groups.
Customer Responsibilities
x Provide user information for the initial creation of accounts. x Complete LXP Administrator training.
x Ensure network and Internet connectivity for Customer access to LXP. x Customer's primary LXP Administrator is required to complete the following self-paced training: LXP Introduction (LXP0001), LXP Primary Site Administrator Overview (LXP0002), and LXP Group Administrator Overview (LXP0003).
x Advise users on the availability of training through LXP. x Ensure users complete LXP training in accordance with the Project Schedule. x Build groups as needed.
ON-SITE TRAINING
Instructor-led courses are based on products purchased and the Customer’s Education Plan. On-site instructor- led classes will utilize the Customer’s hardware and software in order to provide the best training environment.
This will allow the Customer to engage in an environment that has been configured and deployed in alignment with this SOW.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Responsibilities
x Deliver User Guides and training materials in an electronic format. x Perform training in accordance with the Education Plan. x Provide the Customer with training attendance rosters and summarize any pertinent information that may impact end user training.
Customer Responsibilities
x Supply classroom(s) based on the requirements listed in the Education Plan. x Designate training representatives who will work with the Motorola trainer(s) to deliver the training content. x Facilitate training of all Customer end users in accordance with the Customer’s Education Plan.
Motorola Deliverables
x Electronic versions of User Guides and training materials. x Attendance rosters.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
PROJECT GO-LIVE,C LOSURE, AND HANDOVER TO SUPPORT
Motorola will utilize the Deployment Checklist throughout the deployment process to verify features and functionality are in line with installation and configuration requirements. The Customer will witness the assigned Motorola Resource demonstrating the Deployment Checklist and provide feedback as features and functionality are demonstrated. The Customer is considered Live on the system after the equipment has been installed, configured, and made available for use, and training has been delivered or made available to the Customer.
Upon the conclusion of Go-Live, the project is prepared for closure. Project closure is defined as the completion of tasks and the Customer’s receipt of contracted components. The Deployment Checklist serves as the artifact that memorializes a project closure. A System Acceptance Certificate will be provided to the Customer for signature to formally close out the project. The Customer has ten (10) business days to provide Motorola with a signed System Acceptance Certificate. If the Customer does not sign off on this document or provide Motorola written notification rejecting project closure, the project will be deemed closed. Upon project closure, the Customer will engage with Technical Support for on-going needs in accordance with the Customer’s specific terms and conditions of support.
Motorola Responsibilities
x Provide the Customer with Motorola Technical Support engagement process and contact information. x Provide Technical Support with the contact information of Customer users who are authorized to engage Technical Support.
x Ensure Deployment Checklist is complete.
x Obtain Customer signature on the System Acceptance Certificate.
Customer Responsibilities
x Within ten (10) business days of receiving the System Acceptance Certificate, provide signatory approval signifying project closure.
x Provide Motorola with the contact information of users who are authorized to engage Motorola’s Technical Support.
x Engage Technical Support asneeded.
Motorola Completion Criteria
Provide Customer with survey upon closure of the project.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
ASSUMPTIONS
This SOW is based on the following list of assumptions:
x Motorola’s Cloud Evidence Management System must be connected to the Microsoft Entra ID (formally known as Microsoft Azure Active Directory) for user authentication to the application. Microsoft Entra ID can be synchronized with the Customer's on-premises Active Directory using Azure AD Connect. If the Customer is using Microsoft Office 365, Motorola will be able to integrate with this Microsoft Entra ID. - If Microsoft Entra ID is not utilized by the Customer, Motorola will provide a free version of Entra ID for user authentication to the application.
x Must be 2003 or later for Microsoft Entra ID integration. x Upload Speed Requirements for SVX when used as a body camera:
- 5 Mbps + 3 Mbps per additional device.
This assumes it will take 8 hours to upload 5 GB of video on a device. - 40-50 Mbps per concurrent uploading device.
This assumes video is required to upload within 30-40 minutes with approximately 5 GB to upload.
x Cellular upload of ICVs and BWCs (if applicable) requires an Ethernet connection to an LTE modem in the vehicle.
x If the Customer is supplying their own Access Point for ICV WiFi upload, it must be 5 GHz 802.11n compatible.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
M500 INTERVIEW RECORDING SYSTEM SOLUTION DESCRIPTION
OVERVIEW
Motorola Solution’s M500 Interview Recording System enables public safety agencies to efficiently manage the interview process from capture to case closure. This solution combines the power of the M500 video system and Pelco ONVIF compliant cameras to ensure every interaction is captured and securely saved. While interviews are being captured, approved users can stay informed in real-time through live streaming capabilities. Integrations with other Motorola Solutions products allows users to manage the interview recordings with tools like interview tagging, redaction and secure sharing while maximizing the value of existing investments.
CAMERAS AND HARDWARE
The M500 Interview Recording System offers a robust and adaptable solution for capturing and securely managing interview recordings. Designed for individual interview rooms, each system includes a dedicated DVR, a user-friendly display, an omnidirectional Louroe microphone, and flexible camera configurations.
Camera Options: The system integrates seamlessly with select M500 cameras and Pelco ONVIF-compliant cameras. Pelco camera configurations require a Power over Ethernet (POE) switch for reliable power and data transmission. Available camera
combinations include:
x Two (2) Pelco Sarix Pro 4 dome cameras for comprehensive room coverage.
x Two (2) Pelco Sarix Modular covert cameras for discreet surveillance. x Mixed configuration of one (1) Pelco Sarix Pro 4 and one (1) Modular covert camera for versatile perspectives.
x One (1) M5F and one (1) M5P camera combination.
Secure Local Storage and Centralized Video Management:The M500 DVR provides secure local storage for captured audio and video data. This data is then efficiently and securely transferred to VideoManager EL, VideoManager EX, or CommandCentral DEMS, enabling centralized review, management, and archiving.
Flexible Recording Initiation: Users can initiate and terminate recordings conveniently via an optional rocker switch or directly through the system's intuitive display, ensuring operational flexibility.
VIDEO EVIDENCE MANAGEMENT AND STORAGE
Centralized Video Management with VideoManager: The M500 Interview Recording System leverages VideoManager EL Cloud, VideoManager EX, or CommandCentral DEMS for secure and comprehensive management of all captured audio and video.
Efficient Evidence Organization and Retrieval: VideoManager and CommandCentral DEMS provide a robust platform for containing, organizing, and managing multimedia evidence from interviews and other sources. Users can efficiently search, correlate, and review video evidence alongside related case information, enabling rapid contextual analysis and case building. Advanced search and filtering capabilities facilitate the discovery of relevant cases and incident details, allowing for seamless integration with interview recordings.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Secure Access and Informed Decision-Making: VideoManager and CommandCentral DEMS empower personnel to make informed decisions by providing a consolidated and organized view of case evidence. Access- control ensures that only authorized personnel and judiciary partners can access sensitive information, maintaining data integrity and security.
LIVE-STREAMING CAPABILITIES
Real-Time Interview Streaming: The Interview Streaming Application provides authorized personnel with the ability to live-stream audio and video directly from connected interview rooms.
Flexible Configuration and Access Control: Administrators can configure camera groups and manage user access permissions within the application. This ensures controlled and secure live-streaming operations.
Remote Live-Streaming Capabilities: Authorized remote users can access live streams from internet-connected computers. Recording initiation and termination are controlled via a wall-mounted switch within the interview room.
Network Performance and Video Quality: Live-streaming performance is dependent on the agency's internet connection. Each live stream requires a sustained speed of 1.1 Mbps for optimal viewing. Remote viewers can simultaneously monitor a single camera from each Interview Recording System, with a maximum of 16 concurrent streams. Live streams are displayed in 480p resolution, while recordings are captured at up to 1080p resolution. *For purposes of clarification: Customer acknowledges that this product is an interview room solution and not an alarm system, nor is it intended for use as such.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
MOBILE VIDEO PRODUCTS NEW SYSTEM STATEMENT OF WORK
OVERVIEW
This Statement of Work (SOW) outlines the responsibilities of Motorola Solutions, Inc. (Motorola) and the Customer for the implementation of the Motorola Interview Recording System and your digital evidence management solution. For the purpose of this SOW, the term “Motorola” may refer to our affiliates, subcontractors, or certified third-party partners.
This SOW addresses the responsibilities of Motorola and the Customer that are relevant to the implementation of the hardware and software components listed in the Solutions Description. Any changes or deviations from this SOW must be mutually agreed upon by Motorola and the Customer and will be addressed in accordance with the change provisions of the Contract. The Customer acknowledges any changes or deviations from this SOW may incur additional cost.
Motorola and the Customer will work to complete their respective responsibilities in accordance with the Project Schedule. Any changes to the Project Schedule must be mutually agreed upon by both parties in accordance with the change provisions of the Contract.
Unless specifically stated, Motorola will perform the work remotely. The Customer will provide Motorola personnel with access to their network and facilities so Motorola is able to fulfill its obligations. All work will be performed during normal business hours based on the Customer’s time zone (Monday through Friday from 8:00 a.m. to 5:00 p.m.).
The number and type of software subscription licenses, products, or services provided by Motorola are specifically listed in the Contract and referenced in the SOW. Services & Products provided under this SOW are governed by the mutually executed Contract between the parties, or Motorola’s Master Customer Agreement and applicable addenda (“Contract”).
AWARD, ADMINISTRATION, AND PROJECT INITIATION
Project Initiation and Planning will begin following the execution of the Contract between Motorola and the Customer. At the conclusion of Project Planning, Motorola’s Project Manager (PM) will begin status meetings and provide status reports on a regular cadence with the Customer’s PM. The status report will provide a summary of activities completed, activities planned, progress against the project schedule, items of concern requiring attention, as well as, potential project risks and agreed upon mitigation actions.
Motorola utilizes Google Meet as its teleconference tool. If the Customer desires to use an alternative teleconferencing tool, any costs incurred from the useof this alternate teleconferencing tool will be the responsibility of the Customer.
FBI-CJIS SECURITY POLICY – CRIMINAL JUSTICE INFORMATION CJIS Security Policy Compliance
Motorola believes our solution is not in scope of the FBI-CJIS Security Policy (CJISSECPOL) based on the definition in Section 4 of CJISSECPOL and how the FBI-CJIS defines Criminal Justice Information. However, Motorola does design its products with the CJISSECPOL security controls as a guide. Motorola’s design and Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. features support best practice security controls and policy compliance. In the event of a CJIS technical audit request, Motorola will support the Customer throughout this process.
Personnel Security – Background Screening
Motorola will assist the Customer with completing the CJIS Security Policy Section Personnel Security related to authorized personnel background screening when requested to do so by the Customer. Based on the Personnel Security section of the CJISSECPOL, a Motorola employee is defined as someone who is required to be on the Customer’s property with unescorted logical or physical access to any information system resulting in the ability, right, or privilege to view, modify, or make use of unencrypted CJI. Motorola employees will also have access to the Customer’s network(s) and stored information and Motorola has remote access tools to support virtual escorted access to on-premises customer assets.
Additionally, Motorola performs independent criminal background investigations including name based background checks, credential and educational vetting, credit checks, U.S. citizen and authorized worker identity verification on its employees.
Motorola will support the Customer in the event of a CJIS audit request to validate employees assigned to the project requiring CJIS Personnel Security fingerprint based background screening and determine whether this list is up to date and accurate. Motorola will notify the Customer within 24 hours or next business day of a personnel status change.
Security Awareness Training
Motorola requires all employees who will support the Customer to undergo Level 3 Security Awareness Training provided by Peak Performance and their CJIS online training platform. If the Customer does not have access to these records, Motorola can facilitate proof of completion. If the Customer requires additional and/or separate training, Motorola will work with the Customer to accommodate this request at an additional cost.
CJIS Security Addendum
Motorola requires all employees directly supporting the Customer to sign the CJIS Security Addendum if required to do so by the Customer.
Third Party Installer
The Motorola-certified third-party installer (if applicable) will work independently with the Customer to complete the CJISSECPOL Personnel Security checks, complete Security Awareness Training and execute the CJIS Security Addendum.
COMPLETION CRITERIA
The project is considered complete once Motorola has completed all responsibilities listed in this SOW. The Customer’s task completion will occur based on the Project Schedule to ensure Motorola is able to complete all tasks without delays. Motorola will not be held liable for project delays due to incomplete Customer tasks.
The Customer must provide Motorola with written notification if they do not accept the completion of Motorola responsibilities. Written notification must be provided to Motorola within ten (10) business days of task completion.
The project will be deemed accepted if no written notification is received within ten (10) business days.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
In the absence of written notification for non-acceptance, beneficial use will occur thirty (30) days after functional demonstration of the system.
SUBSCRIPTION SERVICE PERIOD
If the contracted system includes a subscription, the subscription service period will begin upon the Customer’s receipt of credentials for access or for hardware, upon shipment of the hardware. The provision and use of the subscription service is governed by the Contract.
PROJECT ROLES AND RESPONSIBILITIES OVERVIEW
Motorola Project Roles and Responsibilities
The Motorola Project Team will be assigned to the project under the direction of the Motorola Project Manager.
Each team member will be engaged in different phases of the project as necessary. Some team members will be multi-disciplinary and may fulfill more than one role.
In order to maximize effectiveness, the Motorola Project Team will provide various services remotely by teleconference, web-conference, or other remote method in order to fulfill our commitments as outlined in this SOW.
Our experience has shown customers who take an active role in the operational and educational process of their system realize user adoption sooner and achieve higher levels of success with system operation. The subsections below provide an overview of each Motorola Project Team Member.
Project Manager (PM)
The PM will be the principal business representative and point of contact for Motorola. The PM’s responsibilities may include but are not limited to the following tasks:
x Manage Motorola responsibilities related to the delivery of the project. x Maintain the Project Schedule, and manage assigned Motorola personnel, subcontractors, and suppliers as applicable.
x Coordinate schedules of assigned Motorola personnel, subcontractors, and suppliers asapplicable. x Conduct equipment inventory.
x Perform discovery validation.
x Maintain project communications with the Customer.
x Identify and manage project risks.
x Coordinate collaboration of Customer resources to minimize project delays. x Evaluate project status against Project Schedule.
x Conduct status meetings on mutually agreed upon dates to discuss project status. x Provide timely responses to Customer inquiries and issues related to project progress. x Conduct daily status calls with the Customer during Go-Live.
Post Sales Engineer
The Post Sales Engineer will work with the Customer’s Project Team on:
x System provisioning.
x Data Migration.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. x Contracted data migration between two disparate digital evidence management systems (if applicable, additional fees may apply).
Field Engineer (FE)
The FE will collaborate with the Customer’s Project Team, focusing on the following tasks:
x Inspect installation and configure hardware devices.
x Provide instructions to the Customer on how to configure the hardware. x Review Deployment Checklist with the Customer.
x Develop and submit a Trip Report.
x Update Customer IP Map.
Professional Services Engineer (if applicable)
The Professional Services Engineer is engaged on projects that include integration between Motorola’s digital evidence management system and the Customer’s third-party software application. Their responsibilities include:
x Delivery of the interface between Motorola’s digital evidence management system and the Customer’s third- party software (e.g. CAD).
Technical Trainer / Instructor
The Technical Trainer / Instructor provides training on-site or remote depending on the training topic and deployment services purchased. Their responsibilities include the following tasks:
x Deliver provisioning education and guidance to the Customer for operating and maintaining their system. x Provide product education as defined by this SOW and described in the Education Plan.
Customer Support Services Team
The Customer Support Services Team will provide on-going support to the Customer following Go-Live and final acceptance of the project.
Customer Project Roles and Responsibilities
Motorola has defined key resources that are critical to this project and must participate in all the activities defined in this SOW. During the Project Planning phase, the Customer will be required to provide names and contact information for the roles listed below. It is critical that these resources are empowered to make decisions based on the Customer’s operational and administration needs. The Customer Project Team will be engaged from Project Initiation through Beneficial Use of the system. In the event the Customer is unable to provide the resources identified in this section, Motorola may be able to supplement these resources at an additional cost.
Project Manager
The PM will act as the primary point of contact for the duration of the project. In the event the project involves multiple locations, Motorola will work exclusively with the Customer’s primary PM. The PM’s responsibilities will include, but are not limited to the following tasks:
x Communicate and coordinate with other project participants. x Manage the Customer Project Team including subcontractors and third-party vendors. This includes timely facilitation of tasks and activities.
x Maintain project communications with the Motorola PM. x Identify tasks required of Customer staff that are outlined in this SOW and the Project Schedule.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. x Consolidate all project inquiries from Customer staff to present to Motorola PM. x Approve a deployment date offered by Motorola.
x Review Project Schedule with the Motorola PM and finalize tasks, dates, and responsibilities. x Measure and evaluate progress against the Project Schedule. x Monitor Project to ensure resources are available as required. x Attend status meetings.
x Provide timely responses to issues related to project progress. x Liaise and coordinate with other agencies, Customer vendors, contractors, and common carriers. x Review and administer change control procedures, hardware and software certification, and all related project tasks required to meet the deployment date.
x Ensure Customer vendors’ readiness ahead of the deployment date. x Assign one or more personnel to work with Motorola staff as needed for the duration of the project, including one or more representatives from the IT department.
x Identify a resource with authority to formally acknowledgeand approve milestone recognition certificates, as well as, approve and release payments in a timely manner. x Provide Motorola personnel with access to all Customer facilities where system equipment is to be installed.
Temporary identification cards are to be issued to Motorola personnel, if required for access. x Ensure remote network connectivity and access for Motorola resources. x Assume responsibility for all fees pertaining to licenses, inspections and any delays associated with inspections due to required permits as applicable to this project. x Provide reasonable care to prevent equipment exposure from contaminants that may cause damage to the equipment or interruption of service.
x Ensure a safe working environment for Motorola personnel. x Identify and manage project risks.
x Provide signature(s) of Motorola-provided milestone recognition certificate(s) within ten (10) business days of receipt.
IT Support
IT Support manages the technical efforts and ongoing activities of the Customer’s system. IT Support will be responsible for managing Customer provisioning and providing Motorola with the required information for LAN, WAN and client infrastructure.
The IT Support Team responsibilities includebut are not limited to the following tasks:
x Participate in delivery and training activities to understand the software and functionality of the system. x Participate with Customer Subject Matter Experts (SMEs) during the provisioning process and associated training.
x Authorize global provisioning decisions and be the Point of Contact (POC) for reporting and verifying problems.
x Maintain provisioning.
x Implement changes to Customer infrastructure in support of the proposed system.
Video Management Point of Contact (POC)
The Video Manager POC will educate users on digital media policy, participate in Discovery tasks, and complete the Video Management Administration training. The Customer is responsible for their own creation and enforcement of media protection policies and proceduresfor any digital media created, extracted, or downloaded from the digital evidence management system.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Subject Matter Experts (SMEs)
SMEs are a core group of users involved with the analysis, training and provisioning process, including making decisions on global provisioning. The SMEs should be experienced users in their own respective fields (evidence, dispatch, patrol, etc.) and should be empowered by the Customer to make decisions based on provisioning, workflows, and department policies related to the proposed system.
Training POC
The Training POC will act as the course facilitator and is considered the Customer’s educational monitor. The Training POC will work with Motorola when policy and procedural questions arise. They will be responsible for developing any agency specific training material(s) and configuring new users on the Motorola Learning eXperience Portal (LXP) system. This role will serve as thefirst line of support during Go-Live for the Customer’s end users.
General Customer Responsibilities
In addition to the Customer responsibilities listed above, the Customer is responsible for the following:
x All Customer-provided equipment, including third-party hardware, network connectivity, and software needed for the proposed system but not listed as a Motorola deliverable. Examples include end user workstations, network equipment, connectivity etc.
x Configuring, testing, and maintaining third-party system(s) that will interface with the proposed system. x Establishing an Application Programming Interface (API) for applicable third-party system(s) and providing documentation that describes the integration to the Motorola system. x Coordinating and facilitating communication between Motorola and Customer third-party vendor(s) as required.
x Mitigating the impact of upgrading Customer third-party system(s) that will integrate with the proposed system. Motorola strongly recommends working with the Motorola Project Team to understand the impact of such upgrades prior to taking action.
x Upgrades to Customer’s existing system(s) in order to support the proposed system. x Providing a facility with the required computer and audio-visual equipment for training and work sessions. x Ability to participate in remote project meetings using Google Meet or a mutually agreed upon Customer- provided remote conferencing tool.
Motorola is not responsible for any delays that arise from Customer’s failure to perform the responsibilities outlined in this SOW or delays caused by Customer’s third-party vendor(s) or subcontractor(s).
NETWORK AND HARDWARE REQUIREMENTS
The following requirements must be met by the Customer prior to the installation of the proposed system:
x Provide network connectivity for the transfer and exchange of data for the proposed system. x Provide devices such as workstations, tablets, and smartphones with Internet access for system usage.
Chrome is the recommended browser for optimal performance. x Provide and install antivirus software for workstation(s). x Provide Motorola with administrative rights to Microsoft Entra ID (Active Directory) for the purpose of installation, configuration, and support.
x Provide all environmental conditions such as power, uninterruptible power sources (UPS), HVAC, firewall and network requirements.
x Ensure required traffic is routed through Customer’s firewall.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola is not responsible for any costs or delays that arise from Customer’s failure to meet network and hardware requirements.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
PROJECT PLANNING
A clear understanding of the needs and expectations of Motorola and the Customer is critical to fostering a collaborative environment of trust and mutual respect. Project Planning requires the gathering of specific information to set clear project expectations and guidelines, as well as lay the foundation for a successful implementation.
PROJECT PLANNING SESSION
A Project Planning Session will occur after the Contract has been executed. The Project Planning Session is an opportunity for the Motorola and Customer PM to meet before the Project Kickoff Meeting and review key elements of the project and expectations. Depending on the items purchased, the agenda will typically include:
x A high-level review of the following project elements:
x Quoting/ordering documents.
x A summary of contracted applications and hardware as purchased. x Customer’s involvement in project activities to confirm understanding of scope and required time commitments.
x Data Migration questionnaire if migration is included in the Solution. x The Business Process Review (BPR), used to document system configuration, agency recording, and retention policies.
x A high-level Project Schedule with milestones and dates. x Confirm CJIS background investigations and fingerprint requirements for Motorola employees and/or subcontractors.
x Determine Customer location for Motorola to ship their equipment for installation.
Motorola Responsibilities
x Contact the customer to complete the Project Planning Session. x Request the assignment of Customer Project Team and any additional Customer resources that are instrumental to the project’s success.
x Baseline the Project Schedule, if applicable.
x Document mutually agreed upon Project Kickoff Meeting Agenda.
Customer Responsibilities
x Identify Customer Project Team and any additional Customer resources that are instrumental to the project’s success.
x Acknowledge the mutually agreed upon Project Kickoff Meeting Agenda. x Provide approval to proceed with the Project Kickoff Meeting.
Motorola Deliverables
x Project Kickoff Meeting Agenda.
x Data Migration Questionnaire (if applicable).
x BPR Workbook.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
PROJECT KICKOFF
Motorola will work with the Customer to understand the impact of introducing a new solution and the preparedness needed for a successful implementation.
Motorola Responsibilities
x Review Contract documents including project delivery requirements as described in this SOW. x Discuss the deployment start date and deliver the Deployment Checklist. x Discuss the equipment inventory process
x Discuss project team participants and their role(s) in the project with fulfilling the obligations of this SOW. x Review resource requirements.
x Provide the initial Project Schedule
x Discuss Motorola remote system access requirements.
x Review the BPR.
x Complete all necessary documentation (i.e. fingerprints, background checks, card keys, etc.) required for Motorola resources to gain access to Customer facilities. x Review the LXP training portal.
x Request user information required to establish the Customer in LXP. x Review and agree on completion criteria and the process for transitioning to support.
Customer Responsibilities
x Provide feedback and approval on project delivery requirements and schedule. x Review the Deployment Checklist.
x Review the roles of project participants to identify decision-making authority. x Validate non-disclosure agreements, approvals, and other related items are complete (if applicable). x Complete the BPR Workbook within 5 business days after the conclusion of the Project Kickoff for review during the Discovery Teleconference.
x Provide all documentation (i.e. fingerprints, background checks, card keys, etc.) required for Motorola resources to gain access to Customer facilities.
x Provide Motorola with names and contact information of the designated LXP Administrator(s).
Motorola Deliverables
x Project Kickoff Meeting Minutes.
x Deployment Checklist.
DISCOVERY TELECONFERENCE
During the Discovery Teleconference, Motorola will meet with the Customer to review information documented in the BPR Workbook. The Data Migration Questionnaire will also be reviewed if migration is part of the Solution.
Note – The IT Questionnaire is completed during the pre-sales process and prior to Contract award. The IT Questionnaire is given to Motorola at the time of offer acceptance. A delay in completing the IT Questionnaire may delay the shipment of equipment. Motorola will not be responsible for any delays associated with or related to the completion of the IT Questionnaire.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Responsibilities
x Facilitate Discovery Teleconference.
x Confirm Customer-provided configuration inputs.
Customer Responsibilities
x Gather and review the information required to complete the BPR Workbook. x Schedule Customer Project Team and SMEs to attend the Discovery Teleconference. SMEs should be present to weigh in on hardware, software, and network components. Customer attendees should be empowered to convey policies and make modifications to policies as necessary.
Motorola Deliverables
x Completed BPR Workbook.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
PROJECT EXECUTION
HARDWARE PROCUREMENT AND INSTALLATION
Motorola will procure contracted hardware as part of the ordering process. The hardware will be configured with a basic profile in line with the information provided by the IT Questionnaire or Discovery Teleconference for installation and configuration of the system. The Customer isresponsible for providing an installation environment that meets manufacturer’s specifications for the hardware, which includes but is not limited to:
x Power
x Heating and Cooling
x Network Connectivity
x Access and Security
x Conduit and Cabling
Motorola Responsibilities
x Procure contracted equipment and ship to the Customer's designated location. x Inventory equipment after arrival at Customer location. x Conduct a power-on test to validate that the installed hardware is ready for configuration. x Verify remote connection to hardware.
x Verify the Interview Recording System(s) are connected to Motorola’s Evidence Management System through the Customer’s network.
x Complete Deployment Checklist which outlines the activities completed during configuration and testing of system hardware.
Customer Responsibilities
x Procure Customer-provided equipment and make it available at the installation location. x Confirm the installation room complies with environmental requirements (i.e. power, uninterruptible power, surge protection, heating/cooling, etc.).
x Provide, install, and maintain antivirus software on workstation(s). x Provide Motorola the correct IP address(es) for configuring the system and the Customer’s network is operational.
x Enable outgoing network connection (external firewall) to Motorola’s Cloud Evidence Management System by utilizing the Customer’s Internet connection.
x Confirm access to Motorola’s Evidence ManagementSystem on Customer-provided workstation(s). x The Customer will verify whether the Interview Recording System(s) are connected to their network.
Motorola Deliverables
x Contracted Equipment.
x Equipment Inventory.
Interview Recording System Configuration
When installation services are included as part of the contract, the Motorola-certified installer will complete the installation of the Interview Recording System(s) within the Customer-provided location(s).
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
The Customer location(s) must be available for the Motorola Resource and/or contracted third party to complete the configuration and testing of the contractual number of systems. If the Customer does not have all locations available during the agreed upon date and time, the Customer may opt to sign-off on the number of configurations completed. If the Customer requires the Motorola Resource and/or contracted third party to complete the full contractual number of systems at a later date and time, additional cost may be incurred.
Motorola Responsibilities
x Create configuration USB used to complete hardware configuration and validation. x Conduct configuration and testing of system(s).
x Complete configuration on a single system, and validate the configuration with the Customer. x Receive Customer approval to proceed with remaining configurations. x Complete remaining contracted system configurations.
x Test a subset of completed hardware configurations.
x When installation services for Motorola-certified installer are in the contract, complete the installation of the Interview Recording System (if applicable).
Customer Responsibilities
x When installation services are being provided by the Customer, complete the installation of the Interview Recording System (if applicable).
x Provide Motorola with remote connection and access credentials to complete hardware configuration. x Notify Motorola of the installation location.
x Coordinate and schedule date and time for hardware configuration(s). x Make hardware available to Motorola for configuration and testing in accordance with the Project Schedule.
Motorola Deliverables
x Complete the Deployment Checklist and testing as it applies to the proposed solution.
SOFTWARE AND CONFIGURATION (IF APPLICABLE)
Motorola will perform Cloud provisioning services, or On-Premises provisioning services for new customers that are not utilizing Motorola’s VideoManager EL, VideoManager EL Cloud, VideoManager EX, or CommandCentral DEMS evidence management systems.
For Customers with existing Motorola On-Premises or Cloud evidence management systems, Section 3.2 does not apply. Motorola will configure the new Interview Reco rding System in the Customer’s existing Motorola evidence management solution in accordance with Section 3.1.
On-Premises Solution Software
The VideoManager EL and VideoManager EX software are on-premises solutions that require an onsite server and support the Interview Recording system.
Motorola will install VideoManager EL software on a specified number of workstations dictated by the Contract.
The Customer will be responsible for installing the software on the remaining workstations. Provisioning of VideoManager EL software will be done in accordance with the information contained in the BPR Workbook.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Installation of VideoManager EL software consists of the following activities:
x Delivery and installation of server hardware (if applicable). x Network discovery.
x Operating system and software installation.
x Onboarding user / group identity set up.
x Provide access to the application.
Motorola Responsibilities
x Install software on a specified number of customer workstations. x Use information provided in the BPR Workbook to configure VideoManager EL or VideoManager EX software.
x Test software using applicable portions of the Functional Validation Plan. x Based on Customer feedback, perform the following activities:
x Create users, groups, and setup permissions.
x Create event categories.
x Set retention policies.
x Create Device Configurations.
Customer Responsibilities
x Provide a network environment that conforms to the requirements presented in the Solution Description. x Procure and install server and storage hardware at desired location in accordance with Solution Description requirements.
x Perform a power on test with Motorola.
x Provide assigned Motorola System Administrator with access to SQL database for installation purposes (Motorola’s access will be revoked upon conclusion of the installation). x For Active Directory integration, provide domain user (service account), security group (for application administrators including service account), and domain read access. x Provide workstation hardware.
x Complete online training.
x Complete installation of client software on remaining workstations and/or mobile devices.
Cloud Solution Software
The CommandCentral DEMS and VideoManager EL Cloud are cloud solutions that do not require an onsite server and support the Interview Recording System.
Motorola Responsibilities
x Use information provided in BPR Workbook to configure software. x Based on Customer feedback, perform the following activities:
x Create users, groups, and setup permissions.
x Create event categories.
x Set retention policies.
x Create Device Configurations.
x Create Camera Groups.
x Test software using applicable portions of the Functional Validation Plan.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. x Provision users, groups, and rules based on Customer Active Directory data. x Guide the Customer in the configuration of the cloud solution purchased. x Ensure training POC can access the system.
Customer Responsibilities
x Supply access and credentials to Customer’s Microsoft Entra ID (Active Directory) for the purpose of Motorola conducting cloud provisioning.
x Respond to Motorola’s inquiries regarding users, groups, and agency mapping to the cloud solution. x Provision policies, procedures, and user permissions. x Configure evidence as directed by Motorola.
x Verify traffic can be routed through Customer’s firewall and reaches end-user workstations.
DATA MIGRATION SERVICES (IF APPLICABLE*)
The Customer is responsible for partitioning data to be converted from Motorola on-premises digital evidence management system, or Customer’s Non-Motorola Digital Evidence Management System to Motorola’s cloud solution as part of this offer. The Customer will have ten (10) business days to provide feedback after Motorola validates the migrated data. If feedback is not received on orbefore ten (10) business days, Motorola will assume the migration is complete. *Data Migration Services may be subject to additional fees.
Motorola Responsibilities
x Receive access to Customer video data.
x Perform contracted data migration and validation.
Customer Responsibilities
x Provide 24/7 remote access to partitioned data to be migrated. x Customer hardware or virtualization environment will be the sole responsibility of the Customer to troubleshoot and resolve issues.
x Validate migrated dataset and provide Motorola with feedback within ten (10) business days.
Completion Criteria
x A migrated dataset as defined in the Contract.
Motorola On-Premises Evidence Management System (if applicable) Motorola supports data migration of digital assets andassociated metadata from our on-premises evidence management systems, Evidence Library 4 and VideoManager EL to Motorola’s cloud solution.
Motorola Responsibilities
x Verify compatible platform(s) and upgrade if applicable Customer Responsibilities
x Provide internet connectivity from on-premises server to destination resources.
Non-Motorola Evidence Management System (if applicable) Motorola will perform data migration of digital assets and associated metadata from the Customer’s Non-Motorola Evidence Management system to the new Motorola Cloud Evidence Management System.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Responsibilities
x Facilitate the method of obtaining and consuming the data. x Review data in the Motorola systems with the customer.
Customer Responsibilities
x Act as liaison between Motorola and third-party vendor(s) as required to establish connectivity to the Non- Motorola digital evidence management system.
x Provide internet connectivity from on-premisesserver to destination resources, if applicable. x Provide API connection to the source, ifapplicable.
x Provide data and metadata information in a readable and consumable format. x Assist with mapping metadata information into Motorola system.
INTEGRATIONS AND THIRD-PARTY INTERFACES (IF APPLICABLE) The integration between Motorola’s Cloud Evidence Management System and the Customer’s third-party system may consist of an iterative series of activities depending on the complexity of accessing the third-party system.
Interfaces will be installed and configured in accordance with the Project Schedule. The Customer is responsible for engaging third-party vendors as required to facilitate connectivity and testing of the interface(s).
Motorola Responsibilities
x Develop and configure interface(s) to support the functionality described in the Solution Description. x Establish and validate connectivity between Motorola and third-party systems. x Perform functional demonstration to confirm the interface(s) can transmit and receive data to the Customer’s digital evidence management system.
Customer Responsibilities
x Act as liaison between Motorola and third-party vendor(s) as required to establish connectivity to the third- party system.
x Provide personnel authorized to make changes to the network and third-party systems to support Motorola’s integration efforts.
x Provide network connectivity between digital evidence management system and the third-partysystem(s). x Provide hardware to run any required interface components for on-prem interfaces when required. x Provide sample data and information on API, SDKs, data scheme, and any documentation necessary to establish interfaces with all local and remote systems. This information should be provided to the Motorola PM within ten (10) business days of the Interface Engagement Meeting.
NOTE - At the time of initial design, unknown circumstances, requirements or anomalies may present difficulties with interfacing Motorola products to a third-party application. These difficulties could result in a poorly performing or non-functional interface. Providing Motorola with this information early in the deployment process, will potentially allow us to mitigate these issues. If the resolutionrequires additional third-party integration, application upgrades, APIs, and/or additional software licenses, the Customer is responsible for addressing these issues at their cost. Motorola is not responsible for any delays or costs associated with third-party applications or Customer-provided third-party hardware or software.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
SYSTEM TRAINING
The objective of this section is to prepare for and deliver training. Motorola training consists of computer-based (online) and instructor-led (on-site or remote) depending on what is purchased. Our training delivery methods will vary depending on course content. Training will be delivered in accordance with the Education Plan. As part of our training delivery, Motorola will provide user guides and training materials in an electronic format.
ONLINE TRAINING
Online training is made available to the Customer through LXP. This subscription service provides customers with unlimited access to our online training content and provides users with the flexibility of learning the content at their own pace. Training content is added and updated on a regular basis to keep information current.
Through LXP, a list of available online training courses, Motorola User Guides, and Training Material are accessible in electronic format.
Motorola Responsibilities
x Designate a LXP Administrator to work with the Customer. x Establish an accessible instance of LXP for the Customer. x Configure a Customer-specific portal view.
x Organize content to align with Customer’s selected technologies. x Create initial Customer user accounts anda single Primary Administrator account. x During onboarding, assist the Customer with LXP usage. x Provide technical support for user account and access issues, LXP functionality, and Motorola managed content.
x Provide instruction to Customer LXP Administrator on building groups.
Customer Responsibilities
x Provide user information for the initial creation of accounts. x Complete LXP Administrator training.
x Ensure network and Internet connectivity for Customer access to LXP. x Customer's primary LXP Administrator is required to complete the following self-paced training: LXP Introduction (LXP0001), LXP Primary Site Administrator Overview (LXP0002), and LXP Group Administrator Overview (LXP0003).
x Advise users on the availability of training through LXP. x Ensure users complete LXP training in accordance with the Project Schedule. x Build groups as needed.
ON-SITE TRAINING
Instructor-led courses are based on products purchased and the Customer’s Education Plan. On-site instructor- led classes will utilize the Customer’s hardware and software in order to provide the best training environment.
This will allow the Customer to engage in an environment that has been configured and deployed in alignment with this SOW.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Responsibilities
x Deliver User Guides and training materials in an electronic format. x Perform training in accordance with the Education Plan. x Provide the Customer with training attendance rosters and summarize any pertinent information that may impact end user training.
Customer Responsibilities
x Supply classroom(s) based on the requirements listed in the Education Plan. x Designate training representatives who will work with the Motorola trainer(s) to deliver the training content. x Facilitate training of all Customer end users in accordance with the Customer’s Education Plan.
Motorola Deliverables
x Electronic versions of User Guides and training materials. x Attendance rosters.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
PROJECT GO-LIVE,C LOSURE, AND HANDOVER TO SUPPORT
Motorola will utilize the Deployment Checklist throughout the deployment process to verify features and functionality are in line with installation and configuration requirements. The Customer will witness the assigned Motorola Resource demonstrating the Deployment Checklist and provide feedback as features and functionality are demonstrated. The Customer is considered Live on the system after the equipment has been installed, configured, and made available for use, and training has been delivered or made available to the Customer.
Upon the conclusion of Go-Live, the project is prepared for closure. Project closure is defined as the completion of tasks and the Customer’s receipt of contracted components. The Deployment Checklist serves as the artifact that memorializes a project closure. A System Acceptance Certificate will be provided to the Customer for signature to formally close out the project. The Customer has ten (10) business days to provide Motorola with a signed System Acceptance Certificate. If the Customer does not sign off on this document or provide Motorola written notification rejecting project closure, the project will be deemed closed. Upon project closure, the Customer will engage with Technical Support for on-going needs in accordance with the Customer’s specific terms and conditions of support.
Motorola Responsibilities
x Provide the Customer with Motorola Technical Support engagement process and contact information. x Provide Technical Support with the contact information of Customer users who are authorized to engage Technical Support.
x Ensure Deployment Checklist is complete.
x Obtain Customer signature on the System Acceptance Certificate.
Customer Responsibilities
x Within ten (10) business days of receiving the System Acceptance Certificate, provide signatory approval signifying project closure.
x Provide Motorola with the contact information of users who are authorized to engage Motorola’s Technical Support.
x Engage Technical Support asneeded.
Motorola Completion Criteria
Provide Customer with survey upon closure of the project.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E QUOTE-3426287
Any sales transaction following Motorola's quote is based on and subject tothe terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
ASSUMPTIONS
This SOW is based on the following list of assumptions:
x Motorola’s Cloud Evidence Management System must be connected to the Microsoft Entra ID (formerly known as Microsoft Azure Active Directory) for user authentication to the application. Microsoft Entra ID can be synchronized with the Customer's on-premises Active Directory using Azure AD Connect. If the Customer is using Microsoft Office 365, Motorola will be able to integrate with this Microsoft Entra ID. - If Microsoft Entra ID is not utilized by the Customer, Motorola will provide a free version of Entra ID for user authentication to the application.
x Must be 2003 or later for Microsoft Entra ID integration. x Upload Speed Requirements:
- 5 Mbps + 3 Mbps per additional device.
This assumes it will take 8 hours to upload 5 GB of video on a device. - 40-50 Mbps per concurrent uploading device.
This assumes video is required to upload within 30-40 minutes with approximately 5 GB to upload.
Docusign Envelope ID: 5F09A50D-A3ED-836F-8126-701D9DC9238E