Agenda packet — City Council and Authorities Concurrent, June 4, 2024 (part 5 of 10)

SERVICES F
Streets and Highways
Capital F
126.50
Total for Payment No.: 126.50
Payment No: 718977
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-19 CA FRANCHISE TAX BOARD 00555039 03/31/24-04/13/24JR WAGE ATTACHMENT B2408 Payroll Liability&ClearingAcct
125.00
Total for Payment No.: 125.00
Payment No: 718971
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-19 CA FRANCHISE TAX BOARD 00555030 03/31/24-04/13/24CB WAGE ATTACHMENT B2408 Payroll Liability&ClearingAcct
125.00
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid Total for Payment No.: 125.00
Payment No: 719231
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 CA FRANCHISE TAX BOARD 00555800 04/14/24-04/27/24JR WAGE ATTACHMENT B2409 Payroll Liability&ClearingAcct
125.00
Total for Payment No.: 125.00
Payment No: 719225
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 CA FRANCHISE TAX BOARD 00555793 04/14/24-04/27/24CB WAGE ATTACHMENT B2409 Payroll Liability&ClearingAcct
125.00
Total for Payment No.: 125.00
Payment No: 719201
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 DANIEL BOBIAS 00555453 22520APR2024 2024 APR RAIN GEAR

REIMBURSMNT
Sewer Utility 120.00
Total for Payment No.: 120.00
Payment No: 718850
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 WENHAO DENG 00554451 80051-06 UTILITY
REFUND
UTILITY REFUND General Fund 119.85
Total for Payment No.: 119.85
Payment No: 029320
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 HI-TECH EMERGENCY VEHICLE

SERVICE INC
00554144 178343 PARTS - STOCK & SHIPPING Fleet Operation Fund 114.12 Total for Payment No.: 114.12
Payment No: 718840
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 MARK HESHER 00554434 48421-10 UTILITY
REFUND
UTILITY REFUND General Fund 113.59
Total for Payment No.: 113.59
Payment No: 719254
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 BATTERY SYSTEMS, INC. 00555261 35322404101157 PARTS - STOCK Fleet Operation Fund 102.65 2024-05-03 BATTERY SYSTEMS, INC. 00555261 35322404101157 BATTERY FEE Fleet Operation Fund 2.00 Total for Payment No.: 104.65
Payment No: 718843
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 QIAOWEN MEI 00554449 78804-05 UTILITY
REFUND
UTILITY REFUND General Fund 102.65
Total for Payment No.: 102.65
Payment No: 718974
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-19 CA FRANCHISE TAX BOARD 00555033 03/31/24-04/13/24EJ WAGE ATTACHMENT B2408 Payroll Liability&ClearingAcct
100.00
Total for Payment No.: 100.00
Payment No: 719228
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 CA FRANCHISE TAX BOARD 00555796 04/14/24-04/27/24EJ WAGE ATTACHMENT B2409 Payroll Liability&ClearingAcct
100.00
Total for Payment No.: 100.00
Payment No: 718907
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 MARGARET ORDONEZ 00554604 14217APR2024 PARKS DEPT REFUND General Fund 100.00 Total for Payment No.: 100.00
Payment No: 719190
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-26 TECH LOGIC CORPORATION 00554902 INV21000082 MAINTENANCE General Fund 98.51 Total for Payment No.: 98.51
Payment No: 718957
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-19 CHARLIE LEE GRAY III 00554983 40748APR2024 REIMB DMV FEES CLASS A PERMIT General Fund 98.00 Total for Payment No.: 98.00
Payment No: 718979
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-19 SANTA CLARA CO SHERIFFS DEPT 00555041 03/31/24-04/13/24EJ WAGE ATTACHMENT B2408 Payroll Liability&ClearingAcct

96.37 Total for Payment No.: 96.37
Payment No: 719232
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 SANTA CLARA CO SHERIFFS DEPT 00555801 04/14/24-04/27/24EJ WAGE ATTACHMENT B2409 Payroll Liability&ClearingAcct

96.37 Total for Payment No.: 96.37
Payment No: 029393
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-19 GALE/CENGAGE LEARNING 00554591 84109152 1241 AD BK General Fund 63.00 2024-04-19 GALE/CENGAGE LEARNING 00554592 84109792 1241 AD BK General Fund 32.73 Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid Total for Payment No.: 95.73
Payment No: 719283
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 INSTANT STORAGE SERVICE 00555501 154395 Storage Container General Fund 92.76 Total for Payment No.: 92.76
Payment No: 719047
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-19 MYRA BROWN 00554890 29135APR2024 PARKS DEPT REFUND General Fund 91.56 Total for Payment No.: 91.56
Payment No: 718925
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 RUJVI MAANK BHATT DDS INC 00554426 29191-02 UTILITY REFUND
UTILITY REFUND General Fund 90.16
Total for Payment No.: 90.16
Payment No: 029478
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-26 NI GOVERNMENT SERVICES 00555144 24032908551 satellite radio monthly fees General Fund 90.14 Total for Payment No.: 90.14
Payment No: 719277
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 HOME DEPOT USA 00555398 800588204 Mops General Fund 89.96 Total for Payment No.: 89.96
Payment No: 719246
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 ALHAMBRA & SIERRA SPRINGS 00555260 4973747 041224 FLEET WATER SERVICE Fleet Operation Fund 86.23 Total for Payment No.: 86.23
Payment No: 718835
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 GONZALEZ, HENRY 00554453 82972-02 UTILITY
REFUND
UTILITY REFUND General Fund 85.22
Total for Payment No.: 85.22
Payment No: 719260
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 CONSOLIDATED PARTS INC 00555407 5086498 Electrical Supplies General Fund 85.13 Total for Payment No.: 85.13
Payment No: 719332
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 UNITED PARCEL SERVICE 00555668 00009882E5164A DELIVERY CHARGES: CITY CLERK General Fund 16.90 2024-05-03 UNITED PARCEL SERVICE 00555546 00009882E5124A DELIVERY CHARGES-CLERK General Fund 16.90 2024-05-03 UNITED PARCEL SERVICE 00555609 00009882E5154A DELIVERY CHARGE General Fund 16.90 Total for Payment No.: 50.70
Payment No: 719320
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 SONSRAY MACHINERY LLC 00555431 PSO127603-1 PARTS - V3675 Fleet Operation Fund 80.16 Total for Payment No.: 80.16
Payment No: 718972
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-19 CA FRANCHISE TAX BOARD 00555031 03/31/24-04/13/24CG WAGE ATTACHMENT B2408 Payroll 75.00 Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid Liability&ClearingAcct
Total for Payment No.: 75.00
Payment No: 719226
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 CA FRANCHISE TAX BOARD 00555794 04/14/24-04/27/24CG WAGE ATTACHMENT B2409 Payroll Liability&ClearingAcct

75.00 Total for Payment No.: 75.00
Payment No: 719299
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 PACIFIC TELEMANAGEMENT SVCS 00555310 2121072 PD PAY PHONE SERVICE Information Technology Service

75.00 Total for Payment No.: 75.00
Payment No: 718854
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 PG&E 00554294 0541963339-0MAR2024 TS @ CALVERT/CALVERT General Fund 72.49 Total for Payment No.: 72.49
Payment No: 029345
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 TIFCO INDUSTRIES 00554151 71957453 PARTS - SHOP Fleet Operation Fund 72.02 Total for Payment No.: 72.02
Payment No: 718938
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 THE SOURCING GROUP, LLC 00554315 591791 Business Cards - C. Camino General Fund 70.93 Total for Payment No.: 70.93
Payment No: 719033
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-19 IMPERIAL SPRINKLER SUPPLY 00554708 0014886408-001 RB Diaphragm Assembly General Fund 68.90 Total for Payment No.: 68.90
Payment No: 718845
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 SALLY LIN 00554436 54955-09 UTILITY
REFUND
UTILITY REFUND General Fund 66.08
Total for Payment No.: 66.08
Payment No: 719207
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 JAKOB BROWN 00555550 PRCK#103688 REPLACE PRCK#103688 Payroll Liability&ClearingAcct

65.85 Total for Payment No.: 65.85
Payment No: 718825
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 ABC TREE FARMS LLC 00554446 65061-20 UTILITY REFUND
UTILITY REFUND General Fund 63.99
Total for Payment No.: 63.99
Payment No: 029301
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 ALL GUARD ALARM SYSTEMS INC 00554286 A759827 MRTC MNTHLY RADIO 4/1 -4/30/24 Storm Drain 60.00 Total for Payment No.: 60.00
Payment No: 719322
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 STANDARD PLUMBING SUPPLY CO 00555400 WNYN04 Waterfree Cartidge Kit General Fund 59.06 Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid Total for Payment No.: 59.06
Payment No: 719038
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-19 KATIE SCOTT 00554891 40761APR2024 PARKS DEPT REFUND General Fund 52.88 Total for Payment No.: 52.88
Payment No: 719309
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 RDO EQUIPMENT 00555605 P6240735 PARTS - V3283 Fleet Operation Fund 51.56 Total for Payment No.: 51.56
Payment No: 719144
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-26 GOLDEN STATE EMERGENCY

VEHICLE SERV, INC
00554934 CI044172 PARTS - V2950 Fleet Operation Fund 50.73 Total for Payment No.: 50.73
Payment No: 029470
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-26 LEHR 00555155 SI102056 PARTS - V2155 Fleet Operation Fund 44.69 Total for Payment No.: 44.69
Payment No: 718824
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 3460 WARBURTON LLC 00554427 43449-14 UTILITY REFUND
UTILITY REFUND General Fund 44.05
Total for Payment No.: 44.05
Payment No: 029330
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 LINDE GAS & EQUIPMENT INC. 00554148 41827880 SERVICE - SHOP Fleet Operation Fund 42.10 Total for Payment No.: 42.10
Payment No: 719205
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 ERIC LAGERGREN 00555599 12289APR2024 RECRUIT/RETENTION SUMMIT General Fund 42.00 Total for Payment No.: 42.00
Payment No: 718933
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 STANDARD PLUMBING SUPPLY CO 00554386 WLDK65 VAC Breaker General Fund 40.51 Total for Payment No.: 40.51
Payment No: 719095
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-19 ZANKER ROAD RESOURCE 00554717 320243091 Base Rock General Fund 39.38 Total for Payment No.: 39.38
Payment No: 719088
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-19 UNITED PARCEL SERVICE 00554836 00009882E5134A DELIVERY CHARGES-CLERK General Fund 16.90 Total for Payment No.: 16.90
Payment No: 719137
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-26 EQUIFAX CREDIT INFORMATION
SVC
00554893 2060001697 SEO General Fund 22.77
2024-04-26 EQUIFAX CREDIT INFORMATION
SVC
00554893 2060001697 Recruiting General Fund 11.84
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid Total for Payment No.: 34.61
Payment No: 719267
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-05-03 DUNN-EDWARDS CORP 00555396 2011A05498 Paint/ Accessories General Fund 33.58 Total for Payment No.: 33.58
Payment No: 719133
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-26 COUNTY OF SANTA CLARA 00554883 1800089436 Name tags General Fund 32.81 Total for Payment No.: 32.81
Payment No: 718847
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 SHARMILA KOLLIPARA 00554431 45195-17 UTILITY REFUND
UTILITY REFUND General Fund 28.00
Total for Payment No.: 28.00
Payment No: 718841
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 MARLAINA THOMPSON 00554439 61038-28 UTILITY
REFUND
UTILITY REFUND General Fund 25.22
Total for Payment No.: 25.22
Payment No: 718994
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-19 ANAND MANI 00554830 40759APR2024 PARKS DEPT REFUND General Fund 22.00 Total for Payment No.: 22.00
Payment No: 718846
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 SAMPATH KUMAR KILAPARTHI 00554429 44932-10 UTILITY REFUND
UTILITY REFUND General Fund 20.41
Total for Payment No.: 20.41
Payment No: 029313
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 GEOTAB USA, INC 00554121 IN376953 SERVICE PLAN Solid Waste Program 19.75 Total for Payment No.: 19.75
Payment No: 718836
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 ISAAC WALKER 00554430 45126-20 UTILITY
REFUND
UTILITY REFUND General Fund 17.42
Total for Payment No.: 17.42
Payment No: 718876
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 DENISE ROY 00554602 15102APR2024 PARKS DEPT REFUND General Fund 15.50 Total for Payment No.: 15.50
Payment No: 718932
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 SONJA ETIENNE 00554601 40710APR2024 PARKS DEPT REFUND General Fund 14.25 Total for Payment No.: 14.25
Payment No: 718837
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 JINGXIN YE 00554447 76626-05 UTILITY
REFUND
UTILITY REFUND General Fund 14.09
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid Total for Payment No.: 14.09
Payment No: 718838
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 JOEL ZHOU 00554435 48803-05 UTILITY
REFUND
UTILITY REFUND General Fund 14.00
Total for Payment No.: 14.00
Payment No: 718834
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 ESPERANZA B VANO 00554437 58067-11 UTILITY
REFUND
UTILITY REFUND General Fund 13.58
Total for Payment No.: 13.58
Payment No: 718839
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 LORRAINE SHIM 00554440 61048-17 UTILITY
REFUND
UTILITY REFUND General Fund 9.14
Total for Payment No.: 9.14
Payment No: 718833
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-12 ELIZABETH DANG 00554432 46555-25 UTILITY
REFUND
UTILITY REFUND General Fund 6.37
Total for Payment No.: 6.37
Payment No: 719172
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-26 RED WING SHOE STORE 00555064 231-1-185185 EXCHANGE SAFETY BOOT -

PCASTRO
Solid Waste Program 19.11
2024-04-26 RED WING SHOE STORE 00555065 231-2-64550 EXCHANGE SAFETY BOOT - D Solid Waste Program -18.01 Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid LARA
2024-04-26 RED WING SHOE STORE 00555067 231-2-64551 EXCHANGE SAFETY BOOT - C DIAZ Solid Waste Program 0.59 Total for Payment No.: 1.69
Payment No: 719116
Payment Date Vendor Name Voucher No. Invoice No. Description Fund Code Amount Paid 2024-04-26 AT&T CALNET 00555187 000021055709COR TRUE UP SHORT PAY CK#718998 Information Technology Service

0.20 Total for Payment No.: 0.20
All Other City Funds Group Total 33,619,926.68
Overall Total 70,723,817.21
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-369 Agenda Date: 6/4/2024

REPORT TO COUNCIL

SUBJECT
Action on the Santa Clara Convention Center FY 2023/24 3rd Quarter Financial Status Report

COUNCIL PILLARS
Promote and Enhance Economic, Housing and Transportation Development Enhance Community Engagement and Transparency
Promote Sustainability and Environmental Protection

BACKGROUND
On February 5, 2019, the City of Santa Clara approved an agreement with Global Spectrum L.P. dba Spectra Venue Management (Spectra) to operate the Santa Clara Convention Center (SCCC).

Spectra began management of the SCCC on March 18, 2019. In November 2021, Spectra merged with Oak View Group (OVG) but continues to operate under the same legal entity.

Staff is transmitting OVG’s SCCC status report to City Council for compliance with agreement terms.

DISCUSSION
This Report to Council transmits OVG’s SCCC Financial Status Report for the 3rd quarter ending March 31, 2024 (attached). This report is unaudited and, therefore, subject to change.

As OVG’s 3rd quarter report indicates, there were 52 events hosted at the SCCC, 1 less than the budgeted 53 events. There were 13 events in January 2024, 14 events in February 2024, and 25 events in March 2024.

The third quarter followed its historical pattern of a slow start in January gradually increasing toward the end the quarter. Based on event needs, OVG staffing levels varied from 31-32 employees throughout the quarter.

Financial Summary
Quarter Ended March 31, 2024 Quarter Ended March 31, 2023 Budget Actual Overage
(Underage)
Budget Actual Overage
(Underage)
Gross
Revenue
$3,511,801 $4,198,314 $686,513 $3,603,992 $3,754,579 $150,587 Total
Expense
$3,638,745 $3,821,187 $182,442 $3,521,344 $3,211,082 ($310,262) Net
Income
($126,944) $377,127 $504,071 $82,648 $543,497 $460,849
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24-369 Agenda Date: 6/4/2024
For the 3rd ending March 31, 2024, OVG reported a net operating gain of $377,127, compared to a net operating gain of $543,497 for the 3rd quarter of FY 2022/23.

Total revenues for FY 2023/24 3rd quarter were $4,198,314, or $686,513 more than the budgeted revenues of $3,511,801. Total expenses for FY 2023/24 3rd quarter were $3,821,187 or $182,442 more than the budgeted amount of $3,638,745. Additionally, OVG recognized $83,528 of other revenues in the 3rd quarter primarily from cancellation fees and interest income.

Compared to the 3rd quarter of FY 2022/23 there was an improvement in gross revenue, however expenses were higher in the current year which led to a lower net operating gain of $377,127 compared to a net operating gain of $543,497 in FY 2022/23.

As of March 31, 2024, OVG, reported a year-to-date net operating income of $1,562,511, which consists of $13,293,617 in revenues and $11,731,106 in expenses.

ENVIRONMENTAL REVIEW
There is no discretionary action being considered under this Report to Council; therefore, there is no “project” within the meaning of the California Environmental Quality Act (“CEQA”) and no further environmental review is required pursuant to section 15060 (c) of Title 14 of the California Code of Regulations.

FISCAL IMPACT
The net operating gain incurred by the Convention Center for the 3rd quarter FY 2023/24 is $377,127.

This amount does not include any fiscal impact related to TOT, TID, and/or sales tax activity.

PUBLIC CONTACT
Public contact was made by posting the Council agenda on the City’s official-notice bulletin board outside City Hall Council Chambers. A complete agenda packet is available on the City’s website and in the City Clerk’s Office at least 72 hours prior to a Regular Meeting and 24 hours prior to a Special Meeting. A hard copy of any agenda report may be requested by contacting the City Clerk’s Office at (408) 615-2220, email [email protected] <mailto:[email protected]> or at the public information desk at any City of Santa Clara public library.

RECOMMENDATION
Note and file the Santa Clara Convention Center Financial Status Report for the 3rd Quarter ending March 31, 2024, as submitted by OVG.

Reviewed by: Kenn Lee, Director of Finance
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. SCCC Activity Report for 3rd Quarter FY 2023/24
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FY 2023/24 QUARTERLY REPORT – 3rd Quarter Ended April 30, 2024 ~G360 April 25, 2024
Santa Clara Convention Center FY 2023/24 3rd Quarter Report Page 1 of 16 Table of Contents
3 rd Quarter Highlights ............................................................................................. 2 Strategic Highlights ............................................................................................. 2 Financial Highlights ............................................................................................. 3 Event Highlights ................................................................................................... 3 Operational Highlights ........................................................................................ 4 Other Noteworthy Highlights .............................................................................. 4 Financial Summary ................................................................................................. 5 Financial Results ................................................................................................. 5 Event Statistics…………………………………………………………………………7
Event Revenue ..................................................................................................... 7 Partners ................................................................................................................ 7 Indirect Expenses ................................................................................................ 8 Previous Fiscal Year Comparison ...................................................................... 9 Other Activities ...................................................................................................... 10 Key Performance Indicators (KPIs) ..................................................................... 11 Forecast ................................................................................................................. 12 FY 2023/24 Capital Improvement Projects (CIP) ................................................. 13 Community Involvement ....................................................................................... 15 Santa Clara Convention Center is strategically located in the heart of Silicon Valley, a prime location for conventions, trade shows and exhibitions. The Santa Clara Convention Center is minutes from hotels, restaurants, Levi’s Stadium, California’s Great America Theme Park, and many of the largest and most influential technology companies in the world, with easy access to freeways and Norman Y. Mineta San Jose International Airport and only 45 miles south of San Francisco. The Convention Center features 100,000 square feet of exhibit space, a 22,400 square foot ballroom, 31 breakout rooms and a 607-seat theater and attracts over 350,000 visitors annually. The facility is an integral economic component of Santa Clara, generating economic benefits through attendee direct and indirect spending and sustaining over 500 local jobs.

For more information, visit www.santaclaraconventioncenter.com.

Santa Clara Convention Center FY 2023/24 3rd Quarter Report Page 2 of 16 3rd Quarter Highlights
This quarterly report covers fiscal operations of the Santa Clara Convention Center for the third quarter ended March 31, 2024. This report is unaudited and, therefore, subject to change.
123,606
Total Attendance
52 Total Events
$4,198,314
Total Revenue
Strategic Highlights
Oak View Group (OVG) maintains active involvement with the Silicon Valley/Santa Clara DMO, Inc., also known as Discover Santa Clara®, and the Santa Clara Tourism Improvement District (SCTID). Serving on the Nominating Committee, the OVG General Manager (GM) participated in interviews for two potential new Board Members. Additionally, as a Board Member/Officer of the DMO, the OVG GM contributed to various organizational activities, including financial preparations and training for the transition of payroll duties to the DMO’s accounting firm. Throughout the quarter, OVG remained highly engaged in diverse activities, such as partner meetings, contract evaluations, union adjustments, and capital projects. Two new bids/proposals for capital projects were issued, and estimated pricing was submitted for restroom renovations at the Center to align with upcoming events in 2026, including Super Bowl LX and the FIFA World Cup.

Collaborative efforts with partners, including Levy (Food & Beverage), Encore (Audio Visual), and Smart City (IT), focused on exploring event opportunities and refining operational processes and revenue strategies. Together, a "Sporting Events" package was developed for future bookings. OVG, in coordination with its partners, continued to implement the booking policy while actively pursuing new business ventures to attract significant events to the facility. The dedicated sales efforts of the Center team led to the booking of 70 events during the quarter, 19 of which were identified as new business. OVG continued to monitor event load and potential revenue throughout the quarter. All employees were brought back in accordance with California’s Rehiring and Retention Law. ffl
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Santa Clara Convention Center FY 2023/24 3rd Quarter Report Page 3 of 16 Financial Highlights
After a better than anticipated first and second quarter, the SCCC saw business continue to trend upward in the third quarter. Gross revenue, January through March, was $4,198,314 representing 119.55% of the overall budget for revenue.

Conversely, expenses totaled $3,821,187, 105.01% of the budgeted expenses for the quarter, resulting in an overall profit of $377,127 for Q3.

Event Highlights
Fifty-two events took place during the quarter, one less than the budgeted number of 53. Two events rescheduled their dates in Q3, three events were canceled due to either a reduction in registration numbers or other reasons within the quarter. A total of 19 clients did not move forward with their proposals.

In January, over 4,000 attendees gathered for the Aspire Tour, a new client of the SCCC. Aspire is an event aimed at motivating business leaders and entrepreneurs to chase and achieve their goals. February brought the California Conference for Women (CCFW) to the SCCC, drawing over 3,500 participants. The CCFW provides connection, motivation, inspiration, and skill building for thousands of women each year. Influential experts including the former Prime Minister of New Zealand Jacinda Arden and actor Viola Davis spoke to attendees. Capping the quarter, the SCCC held the US Futsal Northwest Regional Championships in March. Over 6,000 players, coaches and guests attended this annual event.

US Futsal NW Championship
March 2024
Aspire Tour January 2024
California Conference for Women March 2024
Santa Clara Convention Center FY 2023/24 3rd Quarter Report Page 4 of 16 Operational Highlights
 As mentioned above, a total of 52 events occurred in the third quarter, with 13 in January 14 in February, and 25 in March.
 Throughout the quarter, the GM monitored event load and staffing levels at the Center, responding to fluctuations driven by staff turnover. Five Event Manager candidates, one Event Coordinator candidate, and multiple part-time Security candidates were interviewed, resulting in staffing levels ranging between 31 and 32 employees.
 Collaboration between OVG and the Hyatt was strengthened with the initiation of a new weekly Operations meeting, fostering enhanced partnership between the two entities.
 An addendum with Smart City, the Center's exclusive IT provider, was issued and executed by the GM, extending their services until June 30, 2024.  Memos addressing patron inquiries about food and beverage options at select events were provided to the City by the GM in conjunction with the Levy team.  The Center's Credit Card payment policy was updated by the GM for improved facility operations.

Other Noteworthy Highlights
 GM reviewed and updated the SOP for City and partner events and issued it to staff.
 OVG hosted 28 site tours for potential future events at the Convention Center.  The GM researched and gathered information on partnerships between Convention Center Management Companies and Destination Marketing Organizations (DMOs) in other destinations. This research served as a foundation for proposing a strategic direction for Santa Clara.  Attendance by the GM at the Levy "Teaching Kitchen" graduation event held at the Center demonstrated ongoing engagement with partner activities.  Strategic discussions on business development funds and marketing efforts for the Super Bowl and FIFA events took place between the OVG GM, the City, and the DMO.
 Collaborative efforts between the GM and the Operations Manager included meetings with the Convention Center's vertical transportation repair and maintenance company to review the current agreement and assess the level of preventative maintenance being conducted.
 The GM initiated the drafting of a new policy governing deliveries at the SCCC to enhance operational efficiency and security protocols.

Santa Clara Convention Center FY 2023/24 3rd Quarter Report Page 5 of 16 Financial Summary
Financial Results
In FY 2023/24, the third quarter mirrored its traditional pattern of a sluggish start progressively increasing the event load until the end of the quarter. January, despite registering an overall loss, exceeded the budgeted loss by nearly $75,000.

February emerged as the most lucrative month of the quarter, yielding a profit of over $340,000, surpassing the anticipated budget by over $500,000. While March generated a profit, it fell short by about $100,000 from what was projected, primarily due to lower than anticipated Food and Beverage revenue. Consequently, OVG and its partners achieved a gross revenue of $4,198,314 during the quarter, surpassing the budgeted amount by $686,513. The net income for Q3 amounted to $377,127, in contrast to the anticipated loss of $126,944, thereby exceeding the budgeted income by $504,071.

Financial Summary – 3rd Quarter Ended March 31, 2024
Projected in
Budget
Actual Difference
Gross Revenue $ 3,511,801 $ 4,198,314 $ 686,513
Total Expense 3,638,745 3,821,187 (182,442)
Net Income ($ 126,944) $ 377,127 $ 504,071
Total expenses for the quarter were $3,821,187 or $182,442 more than the budgeted amount of $3,638,745. There was $83,528 of other revenue recognized in Q3 primarily from cancelation fees and interest income.

Santa Clara Convention Center FY 2023/24 3rd Quarter Report Page 6 of 16 Income Statement

SANTA CLARA CONVENTION CENTER

QUARTERLY GROSS INCOME STATEMENT
For the Nine Months Ending March 31, 2024
QUARTER 3 TO DATE YEAR TO DATE

BUDGET ACTUAL VARIANCE BUDGET ACTUAL VARIANCE
Number of Events 53 52 (1) 162 165 3
Number of Event Days 134 132 (2) 401 396 (5)
Attendance 55,049 123,606 68,557 183,304 256,707 73,403 Event Revenue
Rental 923,197 1,016,045 92,848 2,881,675 2,803,886 (77,789) Services 38,156 113,639 75,483 115,115 306,499 191,384
IT/Telecom 306,837 229,573 (77,264) 791,170 869,451 78,281 Food & Beverage 1,642,394 1,583,727 (58,667) 5,527,757 5,600,218 72,461 Electrical 164,958 438,302 273,344 308,694 956,018 647,324 Audio Visual 393,753 733,500 339,747 1,000,120 2,476,104 1,475,984 Total Event Revenue 3,469,295 4,114,786 645,491 10,624,531 13,012,176 2,387,645 Event Expenses
Services - 20,985 (20,985) - 74,601 (74,601)
IT/Telecom 227,060 156,110 70,950 585,466 591,227 (5,761) Food & Beverage 1,517,948 1,531,514 (13,566) 4,870,016 4,633,112 236,904 Electrical 115,471 326,120 (210,649) 216,086 708,171 (492,085) Audio Visual 263,814 531,057 (267,243) 670,080 1,853,604 (1,183,524) Total Event Expenses 2,124,293 2,565,786 (441,493) 6,341,648 7,860,715 (1,519,067) Net Event Income (Loss) 1,345,002 1,549,000 203,998 4,282,883 5,151,461 868,578 Other Revenue 42,506 83,528 41,022 119,265 281,441 162,176 Total Net Event & Other
Revenue 1,387,508 1,632,528 245,020 4,402,148 5,432,902 1,030,754 Indirect Expenses
Executive 102,821 84,897 17,924 321,639 237,344 84,295
Finance 110,358 95,103 15,255 343,581 277,377 66,204
Event Services 133,288 73,707 59,581 405,559 276,529 129,030 Sales/Marketing 108,060 81,531 26,529 339,618 262,029 77,589 Operations 681,926 824,674 (142,748) 2,109,359 2,125,116 (15,757) Overhead 377,999 95,489 282,510 1,133,998 691,996 442,002 Total Indirect Expenses 1,514,452 1,255,401 259,051 4,653,754 3,870,391 783,363 Net Operating Income (126,944) 377,127 504,071 (251,606) 1,562,511 1,814,117 Net Income (126,944) 377,127 504,071 (251,606) 1,562,511 1,814,117 Santa Clara Convention Center FY 2023/24 3rd Quarter Report Page 7 of 16 Event Statistics
There were 52 events scheduled in Q3 with $4,114,786 in revenue and $2,565,786 in expenses. ‘Conventions’ and ‘Sporting Events’ generated the largest amount of revenue in the quarter.

Event Revenue
Event Net Revenue – 3rd Quarter Ended March 31, 2024
Event Types Gross Revenue Cost of Sales Net Revenue
Banquets $109,545 $77,809 $31,736
Meetings 286,313 $161,316 124,997
Consumer Shows 191,722 $74,092 117,630
Trade Shows 155,974 $61,817 94,157
Conventions 2,769,326 $1,992,335 776,991
Special Events 166,230 $45,536 120,694
Miscellaneous Events - - -
Sporting Events 435,676 $152,881 282,795
Totals $4,114,786 $2,565,786 $1,549,000
This quarter, there was a profit of $1,549,000. Revenues generated were higher than anticipated due to increased AV/Electric activity. Event expenses were slightly over budget due to the increase in event revenue for the quarter.

Partners
Partner Revenue – 3rd Quarter Ended March 31, 2024
Partner Gross
Revenue
Cost of
Sales
Net
Revenue
Levy Restaurants $1,583,727 $1,531,514 $52,213
Smart City (IT services) 229,573 156,110 73,463
ENCORE-AV (AV services) 733,500 531,057 202,443
Electrical 438,302 326,120 112,182
Totals $2,985,102 $2,544,801 $440,301
Partner revenue for Q3 was $2,985,102. The cost of sales was $2,544,801 for a net profit of $440,301.

Santa Clara Convention Center FY 2023/24 3rd Quarter Report Page 8 of 16 Indirect Expenses
Total indirect expenses were $1,255,401 for the quarter.

Departments Expense Description Indirect Cost
Executive Senior personnel $84,897
Marketing Sales and marketing related 81,531
Finance Finance and Human Resources 95,103
Events Staffing to manage events 73,707
Operations
Engineering, building services, security, and
all other related expenses to operate the
building
824,674
Overhead Non-departmental expenses 95,489
Transition Costs Costs related to the transition to OVG - Totals $1,255,401
Santa Clara Convention Center FY 2023/24 3rd Quarter Report Page 9 of 16 Previous Fiscal Year Comparison
When compared to the same quarter of the previous fiscal year, the number of actual events was one more than FY 22/23; however, FY 2023/24 saw a sixteen-day increase in the number of event days. While the number of overall events stayed nearly the same, there was an increase in overall attendance, which is usually indicative of the type of events that took place. For example, consumer/public shows generate more attendance than meetings or banquets and in FY 2023/24, there were two very large consumer/public shows, the Silicon Valley Auto Show, and the Bay Area Travel Show.

Financially, there was an improvement in gross revenue, however expenses were higher which led to a lower net operating gain of $377,127 in the current quarter compared to a net operating gain of $543,497 in 3rd quarter of FY 2022/23.

Quarter 3 Comparison
Quarter ended March 31, 2024 Quarter ended March 31, 2023

Projected
in Budget
Actual Budgeted
Overage /
(Underage)
Projected
in Budget
Actual Budgeted
Overage /
(Underage)
Number of Events 53 52 (1) 104 51 (53)
Number of Event Days 134 132 (2) 205 116 (89)
Attendance 55,049 123,606 68,557 42,300 80,600 38,300
Gross Revenue $3,511,801 $4,198,314 $686,513 $3,603,992 $3,754,579 $150,587 Total Expense $3,638,745 $3,821,187 ($182,442) $3,521,344 $3,211,082 $310,262 Net Income ($126,944) $377,127 $504,071 $82,648 $543,497 $460,849 YTD Comparison
YTD ended March 31, 2024 YTD ended March 31, 2023

Projected in
Budget
Actual Budgeted
Overage /
(Underage)
Projected in
Budget
Actual Budgeted
Overage /
(Underage)
Number of Events 162 165 3 270 158 (112)
Number of Event Days 401 396 (5) 546 349 (197)
Attendance 183,304 256,707 73,403 134,840 207,624 72,784 Gross Revenue $10,743,796 $13,293,617 $2,549,821 $9,716,925 $10,176,640 $459,715 Total Expense $10,995,402 $11,731,106 ($735,704) $10,114,858 $8,922,888 $1,191,970 Net Income ($251,606) $1,562,511 $1,814,117 ($397,933) $1,253,752 $1,651,685 Santa Clara Convention Center FY 2023/24 3rd Quarter Report Page 10 of 16 Other Activities
 OVG engaged in multiple discussions with the City, Levy, and the DMO throughout the quarter to review the current Booking Policy and explore potential future modifications.
 OVG, in collaboration with the DMO’s marketing team created, approved, produced, and installed new “No Outside Food & Beverage” signage for the facility.
 OVG, in order to retain a lucrative piece of business, replaced the previous air conditioning unit in the Box Office with a new model.
 OVG staff reviewed, produced, and returned Santa Clara County’s request for the Center’s Possessory Tax report.
 The GM met with the Marketing Manager of Puesto Restaurant to explore potential advertising opportunities at the SCCC. OVG is currently assessing signage locations and costs, pending discussion with its Contract Administrator before finalizing any agreements.
 Working in conjunction with Levy, the DMO, and the City, the sales team reconfirmed its prospect goals for FY 2023/24. OVG’s goal for the year is to average 220 active business prospects throughout FY 2023/24. As of the end of the third quarter, OVG’s sales team is actively working 109 sales prospects. The decline in prospects for this quarter is due to a change in how OVG tracks lost business opportunities. Previously prospects were updated to reflect event dates for the following year instead of labeling them as "Lost." This allowed the team to continue pursuing them as opportunities. However, after redefining “Lost Business” with the DMO, OVG updated the lead tracking procedures and those prospects that went past the potential event dates are now marked as lost. So, while the lower number of prospects seems to reflect worse business conditions, it will likely result in keeping the prospects fresh for the sales managers. It will also lead to improved accuracy in prospect reporting. OVG will continue to put an emphasis on prospecting and generating leads for Priority 3 business aiming to convert 20% of those prospects into tentative1 business. Of those tentative events, OVG strives to reach a conversion rate of 20% into definite2 business throughout the fiscal year.
1 A tentative is defined as having dates held and/or proposals issued to the client. 2 A definite is realized when a client signs its Use License Agreement for an event at Convention Center.

Santa Clara Convention Center FY 2023/24 3rd Quarter Report Page 11 of 16 Key Performance Indicators (KPIs)
Gross revenue was $4,198,314 and net income was $377,127 for Q3. Through the third quarter, the event mix shows the Convention Center hosted nineteen of its targeted P3’s, twenty-eight of its P4 goal and 117 of its P5 mark.  Priority 1 (P1) event – Large multi-day convention and/or conference that utilizes all venue space at the Convention Center, utilizes significant venue services such as food and beverage, audio-visual and information technology, and draws a substantial number of out-of-town visitors that stay in multiple Santa Clara hotels. Based on projected combined building spend and peak hotel room nights booked, has an 18+ month booking window.
 Priority 2 (P2) event – Primarily large multi-day convention and/or conference that utilizes most of the venue space at the Convention Center, utilizes venue services such as food and beverage, audio-visual and information technology, and draws out of town visitors that stay in multiple Santa Clara hotels. Based on projected combined building spend and peak hotel room nights booked, has a 12 – 18 month booking window.
 Priority 3 (P3) event – Multiple or single day event that utilizes space at the Convention Center. Attendance and out of town visitors are less than for a P1 or P2. Examples of P3 events may include trade shows, consumer shows, smaller conventions/conferences, and sporting events. Based on projected combined building spend and peak hotel room nights booked, has a 9 – 12 month booking window.  Priority 4 (P4) event – Typically a one- or two-day event that utilizes space at the Convention Center.

Attendees are primarily local. Special events (e.g., graduations), smaller meetings and/or smaller trade and consumer shows are examples of P4 events. Based on projected combined building spend and peak hotel room nights booked, has a 6 – 9 month booking window.
 Priority 5 (P5) event – Usually a single day event. Examples of P5 events are banquets, galas, other social type events and meetings. Based on projected combined building spend and peak hotel room nights booked, has a 0 – 6 month booking window.

Performance Measures
2023/24
Target YTD NOTES
$15,663,770 $13,293,617

2. Net Income $104,174 $1,562,511
26,591 13,643

4. Economic Impact $24,444,969 $41,470,606
85% - Reported at year-end

0.5% 0.00%
1 0

1.0% 0.61%
2 1

15.0% 11.52%
33 19

19.5% 16.97%
43 28

64.0% 70.91%
141 117
Total Events 220 165

7. Community Benefit
2 1
60% 0% Reported at year-end
20% 0% Reported at year-end
220 209 Average for the year of P3, P4, P5

5. Customer Service Survey Results (overall satisfaction)

3. Number of Room Nights Consumed

1. Convention Center Gross Revenue
OVG Venue Management – Santa Clara Convention Center

8. Number of Prospects (active) (non-cumulative)
Percent of Center employees that volunteer in the community Percent of small, local and M/WBE businesses/vendors
Number of collaborative, community-based events hosted at the Center Percent of P5 Events
Number of P5 Events

6. Event Mix at the Convention Center (consumed)
Percent of P1 Events
Number of P1 Events
Percent of P4 Events
Number of P4 Events
Percent of P3 Events
Number of P3 Events
Percent of P2 Events
Number of P2 Events
Santa Clara Convention Center FY 2023/24 3rd Quarter Report Page 12 of 16 Forecast

SANTA CLARA CONVENTION CENTER

ROLLING FORECAST
FY 2023/2024

ACTUAL YTD PROJECTED TOTAL ORIGINAL
Jul - Mar Apr - Jun PROJECTED BUDGET VARIANCE
FY 2024 FY 2024 FYE 6/30/24 FYE 6/30/24
# OF EVENTS 165 73 238 220

18 DIRECT EVENT INCOME $3,314,009 $1,146,985 $4,460,994 $4,348,663 $112,331

ANCILLARY INCOME

1,837,452

559,267

2,396,719

1,872,840

523,879

TOTAL NET EVENT
INCOME

5,151,461

1,706,252

6,857,713

6,221,503

636,210

OTHER INCOME

281,441

65,000

346,441

163,770

182,671

EXECUTIVE

237,344

118,672

356,016

437,636

81,620

MARKETING

277,377

138,689

416,066

466,447

50,381

FINANCE

276,529

138,265

414,794

547,041

132,247

EVENTS OPERATIONS

262,029

131,015

393,044

463,116

70,072

OPERATIONS

2,125,116

1,062,558

3,187,674

2,854,867

(332,807)

OVERHEAD

691,996

345,998

1,037,994

1,511,997

474,003

INDIRECT EXPENSES

3,870,391

1,935,197

5,805,588

6,281,104

475,516

OPERATING NET INCOME
(LOSS)

1,562,511

(163,945)

1,398,566

104,169

1,294,397
NET INCOME (LOSS) $1,562,511 ($163,945) $1,398,566 $104,169 $1,294,397 The Center operated at a profit of $1,562,511 through Q3 as a result of higher food and beverage, audio-visual and electrical revenues. For the remainder of FY 2023/24, revenues are projected at a $163,945 loss resulting in an overall profit of $1,398,566 for the fiscal year. If these projections hold, the Center will exceed its budgeted profit of $104,169 by $1,294,397. While this number is fluid, OVG anticipates that the projected profit will continue to increase in the fourth quarter due to business still booking in the year and for the year.

Santa Clara Convention Center FY 2023/24 3rd Quarter Report Page 13 of 16 FY 2023/24 Capital Improvement Projects (CIP)
CIP Project Updates
 OVG completed the RFP process for the Roof Assessment project. This project was awarded in the third quarter and the assessment will begin at the beginning of Q4.
 City Council approved the allocation of an additional $125,000 for the Digital Signage project and OVG finalized an agreement with a local electrical contractor.
 In preparation for FY 2024/25 project implementation, the GM prepared, reviewed, and issued an RFP for the replacement of the Grand Ballroom air walls. The system is antiquated and is in desperate need of replacement.

Proposals were submitted at the end of the third quarter and a decision on the selected proposer will be made at the beginning of Q4.  In preparation for FY 2024/25 project implementation, the GM prepared, reviewed and issued an RFP for a new Booking System Software system at the SCCC. Project is anticipated to be awarded in Q4.
 The GM and staff prepared estimates for a “refresh” of the Convention Center restrooms in the original building and Great America Wing. Estimates were forwarded to the City for review.

Santa Clara Convention Center FY 2023/24 3rd Quarter Report Page 14 of 16 CIP Project Budget
Proj. # Project Name Phase CITY/OVG 360

REVISED BUDGET
LEVY TOTAL BUDGET Actual Exp. Balance
003 Convention Center HVAC - BMS System
Upgrade
Completed FY 2019/20 $ 20,450 $ - $ 20,450 $ 20,450 $ - 004 Convention Center HVAC Portable A/C Units Completed FY 2020/21 $ 75,350 $ - $ 75,350 $ 75,350 $ - 005 Convention Center Security System Completed FY 2021/22 $ 172,831 $ - $ 172,831 $ 172,831 $ - 006 Convention Center Lobby Roof (Glass
Pyramids) Assessment and Repair
Completed FY 2021/22 $ 479,300 $ - $ 479,300 $ 479,300 $ - 008 Convention Center Interior Digital Signage
and Display System
Implementation $ 1,160,386 $ - $ 1,160,386 $ 828,107 $ 332,279 009 Convention Center Interior Paint Completed FY 2021/22 $ 648,052 $ - $ 648,052 $ 648,052 $ - 012 Convention Center Riding Vacuum Purchase Completed FY 2019/20 $ 31,238 $ - $ 31,238 $ 31,238 $ - 013 Convention Center Carpet Replacement Completed FY 2021/22 $ 1,509,869 $ 241,856 $ 1,751,725 $ 1,751,725 $ - 014 Balance - Contingency (Electrical Implementation $ 137,524 $ - $ 137,524 $ 67,744 $ 69,780 015 Kitchen/Tech Café/Stand B Planning $ - $ 1,757,065 $ 1,757,065 $ 420,542 $ 1,336,523 016 Roof Assessment Planning $ 90,000 $ - $ 90,000 $ - $ 90,000 TOTAL $ 4,325,000 $ 1,998,921 $ 6,323,921 $ 4,495,339 $ 1,828,582 Santa Clara Convention Center FY 2023/24 3rd Quarter Report Page 15 of 16 Community Involvement

In February, OVG organized a "Socks and Shoes
Drive" for the Opening Doors organization's Operation
REACH which provides assistance to homeless
individuals seeking support services in the downtown
business corridor. The mobile unit helps individuals find emergency shelter, clothing, showers, laundry service,
meals, medical services, and more. The OVG team
donated over 60 pairs of shoes and socks for the
program.

In March, the OVG Senior Director of Sales
and the Levy Director of Sales volunteered
with The Princess Project – Silicon Valley.

The Princess Project is a non-profit,
volunteer-run organization that provides free
Prom/ Graduation dresses and accessories
to teens in the Bay Area.

The OVG Director of Events received the
following thank you card from the event
planner of the Project Cornerstone – YMCA
Breakfast that was hosted at the Center in
March.
~ ::_ ~

OPEN NG
DOORS,.,,
~rl\i~~,
~°' ~ ·~~~~otfo--. ~ O.JI f\,szt- ~i'CMS ifeo~t
~~~~- IOM~r-~fo
~'f' ~r ~~V\~SS ~ lie~~
~~ ~~ .~\l 8)- or.:1 re9\J$S ! 'f<:lM
r~~\<e~~So NJ-St}II.
~~ I_ It's Q. pl~e ~ tp0fl< Jh,.,~CM !
~~a~f Set1~. I
Santa Clara Convention Center FY 2023/24 3rd Quarter Report Page 16 of 16 Santa Clara Convention Center
5001 Great America Parkway
Santa Clara, CA 95054
Tel: (408) 748-7000
www.santaclaraconventioncenter.com
General Manager: Kelly Carr
City of Santa Clara
Agenda Report
1500 Warburton Avenue
Santa Clara, CA 95050
santaclaraca.gov
@SantaClaraCity
24-123 Agenda Date: 6/4/2024

REPORT TO CITY COUNCIL

SUBJECT
Action on Purchase Orders with Motorola Solutions, Inc. for New Public Safety Communication System Radios, Related System Components, and Associated Accessories

COUNCIL PILLAR
Deliver and Enhance High Quality Efficient Services and Infrastructure

BACKGROUND
In 2010, the Silicon Valley Regional Interoperability Authority (SVRIA) was established as a joint venture to create an interoperable radio communication system that enables various public safety entities to communicate directly during critical incidents. Interoperability ensures that participating public safety entities can communicate over a shared core platform, regardless of their communication equipment’s manufacturer. In February 2010, the City Council approved the City of Santa Clara’s participation in SVRIA.

Following a competitive Request for Proposals (RFP) process, SVRIA selected Motorola Solutions, Inc. (Motorola) to build out a countywide Project 25 (P25) interoperable digital communications system called Silicon Valley Regional Communications System (SVRCS). P25 refers to a set of standards developed for manufacturers of public safety communication equipment to ensure interoperability. The result of the RFP process was a master agreement between Motorola and SVRIA, with nearly every public agency in the area, including the City of Santa Clara, as signatories.

In FY 2014/15, the City transitioned to a new P25 digital radio system with connectivity to SVRCS.

The City’s current communications system includes radios and ancillary components that have been in place since FY 2014/15 (see Table 1). Like other technology companies, Motorola’s products follow a standard product lifecycle. Motorola typically discontinues products six to eight years after their release date. Following product discontinuation, the product may continue to be operational for end users; however, the availability of replacement parts, technical support, and services may be limited.

Motorola guarantees “best commercial effort” support for an additional five years following a product’s discontinuation; provided that parts are available, and the product remains compatible with its existing technology infrastructure. This six to eight-year product lifespan aligns with feedback reported by SVRIA partner agencies regarding the expected wear and tear on radio communications equipment due to the daily demands of public safety. With the City’s P25 communications system components nearing the end of their service life and at risk of obsolescence, the City must purchase new public safety communication system radios and components. To meet the current needs of the City, staff desires to purchase radios and associated components that offer advanced functionality with best-in-class support.

Table 1: Inventory of City’s Current Public Safety Communication System City of Santa Clara Page 1 of 5 Printed on 5/31/2024
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24-123 Agenda Date: 6/4/2024
A summary of the major components of the current public safety communications system and their corresponding discontinuation and end-of-service dates are set forth below.

Department Radio Model
Number
Discontinuation
Date
End of Service Date
Fire (portable -
handheld)
APX7000XE
APX6000 1.5
July 31, 2016 July 31, 2021
Fire (mobile - in
vehicle)
APX7500 APX6500 September 30, 2017 September 30, 2022
Police (portable) APX6000 1.5, 2.5 &

3.5 December 31, 2018 December 31, 2023
Police (mobile) APX6500 APX7500 September 30, 2017 September 30, 2022 Police -
Communications
Center (console)
MCC7500 December 31, 2016 December 31, 2021

DISCUSSION
The Houston-Galveston Area Council (“HGAC”) conducts a variety of robust and large-scale procurements in a manner that allows for other public agencies to cooperatively purchase based upon the results of HGAC’s procurement process. In this case, HGAC conducted such a procurement process for radio communications equipment in 2018, resulting in the availability of discounted communications equipment for participating agencies. SVRIA used HGAC’s procurement as the basis for its June 2020 Communications Equipment and Services Agreement with Motorola.

As a member of SVRIA, the City can purchase equipment at the HGAC and SVRIA negotiated discounted prices.

Staff recommends approval of the purchase of new public safety communication equipment including radios, related system components, and associated accessories under the terms and conditions of the SVRIA - Motorola agreement. This recommendation is made pursuant to City Code § 2.105.270 (b) which states that the City may, without observing formal bidding requirements, “Contract, directly or indirectly, with a vendor based on an agreement negotiated by a joint powers agency, or nonprofit organization that provides resources to public agencies and which the City is a member.” As mentioned above, the City has been a member of the SVRIA since February 2010.

Police and Fire Department staff are the primary users of Motorola’s “mobile” radios (assigned to vehicles) and “portable” radios (assigned to individual personnel) for communications use in the field; therefore, department staff worked with SVRIA to conduct a needs assessment and obtain pricing for replacement radios from Motorola. Following the assessment, staff recommended replacing the outdated P25 communication system with the next generation models as outlined in Table 2 below.

Table 2: Proposed Public Safety Communication Equipment Description Quantity
Police Department
APXNEXT Portable P25 Law 229
APX8500 Mobile 121
APX Consolette 4
Patrol Communications
APXNEXT Portable P25 Law 229
City of Santa Clara Page 2 of 5 Printed on 5/31/2024
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24-123 Agenda Date: 6/4/2024
Description Quantity
Police Department
APXNEXT Portable P25 Law 229
APX8500 Mobile 121
APX Consolette 4
Patrol Communications
APXNEXT Portable P25 Law 229
APX8500 Mobile 121
APX Consolette 4
Fire Department
APXNEXTXE Dual 91
APX6000 2.5 7/800 Portables 20
APX8500 All Band P25 E5 Dual Head Mobiles 26
APX8500 Dual Band VHF-7/800 Single Head Mobiles 16
Radio Shop
APXNEXT Bank Chargers 6
KVL 5000 for servicing 1
These rugged radios offer interoperability, clear and loud audio with noise suppression, integrated Wi -Fi and data connectivity, and enhanced security features. The “console” and “consolette” radios are used by the Public Safety Dispatchers in the Police Department’s Communications Center to dispatch public safety personnel to emergency and non-emergency incidents and communicate with partner agencies in situations requiring mutual aid and/or significant events in the community.

The total cost associated with the purchase of the new radio equipment from Motorola is $6,058,983.16. This includes implementation and support, as detailed in Table 3 below.

Table 3: Cost Breakdown
Cost Element Total
One-Time Costs
Hardware, including the radios, charging stations,
antennas, and related accessories, implementation, and
Year 1 Subscription Fee.
$5,372,363.53
On-Going Costs
Year 2 Annual Subscription Fee $40,639.14
Year 3 Annual Subscription Fee $40,639.14
Year 4 Annual Subscription Fee $40,639.14
Year 5 Annual Subscription Fee $40,639.14
Year 6 Annual Subscription Fee $22,153.14
Year 7 Annual Subscription Fee $22,153.14
Subtotal $5,579,226.37
Estimated Tax $479,756.79
GRAND TOTAL $6,058,983.16 *
City of Santa Clara Page 3 of 5 Printed on 5/31/2024
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24-123 Agenda Date: 6/4/2024
*Pricing is good through June 30, 2024
The one-time cost of $5,372,363.53 includes the provision and installation of sirens, estimated at about of $324,497 of the total. Replacement of the vehicle sirens is necessary to maintain compatibility with the new radios, and installation will be completed concurrently with the radio installation.

Ongoing services include an annual subscription fee that allows the City to receive programming, software and security updates, and patches wirelessly over a Long-Term Evolution (LTE) network.

These subscription services will allow Radio Shop staff to push fixes and update wirelessly to all City radios in real-time, rather than performing maintenance manually on a per radio basis. This functionality alone will reduce the amount of time that radios spend out of commission, thereby enhancing operational efficiency.

In addition, staff in the Police Department’s Radio Shop will require servicing equipment estimated at $35,000 to maintain and repair the new radios. This equipment will be purchased outside of the SVRIA - Motorola agreement, and is not included in the total above.

Under the Motorola contract, the City receives a 24.9% discount on the list price for new radios and other communication equipment. Research into the prices paid by other public safety agencies outside of SVRIA for the same equipment indicates that these agencies receive similar or lower discounts. Based on this research, staff has determined that the pricing offered by Motorola is fair and reasonable.

Motorola has provided staff with a project schedule estimating a four to six-month implementation period from contract execution. Implementation services include equipment installation and programming by a Motorola Certified Technician in accordance with the manufacturer’s specifications, ensuring compliance with public safety grade standards as defined by the National Public Safety Communications Council.

It should be noted that this report does not address the Levi’s Stadium public safety communication system which includes 169 radios, two consolettes, associated multi-unit chargers, batteries, and other accessories. Staff anticipates that the Stadium communication equipment will need to be replaced in approximately three to five years. The Stadium Authority’s five-year Capital Improvement Plan does not currently include this expense. Staff will identify funding sources while evaluating the timeline for replacement of that equipment.

ENVIRONMENTAL REVIEW
The action being considered does not constitute a “project” within the meaning of the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines section 15378(b)(5) in that it is fiscal activity that does not involve any commitment to any specific project which may result in a potential significant impact on the environment.

FISCAL IMPACT
The cost of the replacement of the radios and associated equipment along with the annual subscription fees totals $6,058,983.16 for the Motorola purchase order. A ten percent (10%) contingency ($605,898.32) on the Motorola equipment is also recommended, which would bring the total not-to-exceed amount to $6,664,881.48. In addition, the Police Department’s Radio Shop City of Santa Clara Page 4 of 5 Printed on 5/31/2024
powered by Legistar™
24-123 Agenda Date: 6/4/2024
requires servicing equipment estimated at $35,000 to maintain and repair the new radios. There is sufficient funding to cover the one-time costs in the FY 2023/24 Communication Acquisition Fund budget, and the annual subscription costs are factored into the budget. The contingency will be funded as needed.

Funding in the Communication Acquisitions Fund includes $3.5 million transferred from the General Fund to the Communication Acquisitions Fund for radio replacement on December 12, 2023, as part of the FY 2022/23 Budgetary Year-End Report. Additionally, the Police Department secured $1.75 million from Assembly Bill 102 Budget Act of 2023 appropriations for the support of State governmental activities for Fiscal Year 2023/24 approved by the Governor. City Council accepted these funds at the December 12, 2023 meeting. The Police Department also secured $963,000 in Fiscal Year 2023/24 House Appropriations Committee Community Project Funding / Congressionally Directed Spending approved by City Council on April 23, 2024.

The replacement costs for the radios will be incorporated in the annual budget for the Communication Acquisitions Fund based on the eight-year replacement cycle to prepare for future replacement.

COORDINATION
This report was coordinated with the Fire Department, Finance Department, and City Attorney’s Office.

RECOMMENDATION
Authorize the City Manager, or designee, to issue purchase orders to Motorola Solutions, Inc, for the purchase of new public safety communication system radios, related system components, and associated accessories and services under the terms and conditions of the June 2020 Communications Equipment and Services Agreement between Motorola and Silicon Valley Regional Interoperability Authority, with a total cumulative maximum compensation of $6,058,983.16 plus a ten percent (10%) contingency ($605,898.32) for a total not to exceed amount of $6,664,881.48 inclusive of applicable taxes over a seven-year period from the date of the initial purchase, subject to the appropriation of funds and the review and approval as to form by the City Attorney.

Reviewed by: Pat Nikolai, Chief of Police
Approved by: Jovan D. Grogan, City Manager

ATTACHMENTS

1. Motorola Solutions, Inc. Quote

2. SVRIA Resolution Approving Bid Process and Purchasing Ordinance for Three Motorola Agreements
City of Santa Clara Page 5 of 5 Printed on 5/31/2024
powered by Legistar™
• MOTOROLA SOLUTIONS
Billing Address:

SANTA CLARA, CITY OF
601 EL CAMINO REAL
SANTA CLARA, CA 95050
us
Shippir:ig Address:

Saskia Lagergren
601 EL CAMINO REAL
SANTA CLARA, CA 95050
us
QUOTE-2300670
City of Santa Clara Radio
Replacement
Quote Date:03/20/2024
Expiration Date:06/28/2024
Quote Created By:

Chris Chamberlain
Senior Account Manager
chris.chamberlain1@
motorolasolutions.com
916 500 8537
End Customer:

SANTA CLARA, CITY OF
Saskia Lagergren
[email protected]
408-615-481 0
Contract: 36144 - SVRCS
Payment Terms:30 NET
Line# Item Number Description Qty Term List Price Sale Price Ext. Sale Price APX™ NEXT APX NEXT SINGLE BAND
H45TGT9PW8AN APX NEXT SINGLE BAND 229 $6,641 .00 $4,847.93 $1,110,175.97 MODEL 4.5 PORTABLE*
1a QA00569AP ADD: 7/800MHZ BAND 229 $0.00 $0.00 $0.00
1b H499KC ENH: SUBMERSIBLE 229 $165.00 $120.45 $27,583.05 (DELTA T)
1c H38DA ADD: SMARTZONE 229 $1,320.00 $963.60 $220,664.40

OPERATION
1d Q806CH ADD: ASTRO DIGITAL CAI 229 $567.00 $413.91 $94,785.39

OPERATION
1e Q361CD ADD: P25 9600 BAUD 229 $330.00 $240.90 $55,166.10

TRUNKING
1f QA00580BA ADD: TOMA OPERATION 229 $495.00 $361.35 $82,749.15 1g QA09001AM ADD: WIFI CAPABILITY 229 $330.00 $240.90 $55,166.10

Page 1 ends

• MOTOROLA SOLUTIONS QUOTE-2300670
City of Santa Clara Radio
Replacement
Line # Item Number Description Qty Term List Price Sale Price Ext. Sale Price 1h Q498BN ENH: ASTRO 25 OTAR W/ 229 $814.00 $594.22 $136,076.38

MULTIKEY
1 i Q15AU ADD: AES/DES-XL/DES- 229 $879.00 $641 .67 $146,942.43

OFB ENCRYPTION AND
ADP
1j QA09113AA ADD: BASELINE RELEASE 229 $0.00 $0.00 $0.00 SW
1k Q173CA ADD: SMARTZONE 229 $0.00 $0.00 $0.00

OMNILINK
11 QA09017AA ADD: L TE WITH ACTIVE 229 $0.00 $0.00 $0.00 SERVICE AT&T US*
1m QA00380AA ALT: HARD LEATHER 229 $75.00 $54.75 $12,537.75

CARRY CASE STANDARD
BATTERY 2.5 INCH BELT
LOOP
1n QA08853AA ADD: CPS ENABLEMENT* 229 $0.00 $0.00 $0.00 2 LSV01S03446A APX NEXT OMS 229 7 YEARS $484.60 $484.60 $110,973.40

ESSENTIAL
3 NNTN9216A BATTERY PACK,IMPRES 229 $248.05 $186.04 $42,603.16 GEN2, LIION,IP68, 4400T
4 PMMN4135B XVP850 REMOTE 229 $507.60 $380.70 $87,180.30

SPEAKER MICROPHONE

WITH CHANNEL KNOB
5 NNTN9199A IMPRES 2 sue, 3.0A, 229 $169.56 $127.17 $29,121 .93 120VAC, TYPE A PLUG,
NA
6 LSV01 S03197 A ASTRO RM TECH SUP & 229 5 YEARS $160.20 $160.20 $36,685.80

LICENSE
7 LSV01 S03198A ASTRO RM HOSTING 229 5 YEARS $0.00 $0.00 $0.00 8 PSV01 S03366A RADIO MANAGEMENT $0.00 $0.00 $0.00
HOSTED SUPPORT*
APX™ 8500
9 M37TSS9PW1 AN APX8500 ALL BAND MP 12 $5,893.68 $4,302.39 $51 ,628.68 MOBILE
9a GA00250AB ADD: MOTORCYCLE WIFI/ 12 $110.00 $80.30 $963.60 GNSS

Page 2 ends

• MOTOROLA SOLUTIONS QUOTE-2300670
City of Santa Clara Radio
Replacement
Line # Item Number Description Qty Term List Price Sale Price Ext. Sale Price 9b GA09007AA ADD: OUT OF THE BOX 12 $0.00 $0.00 $0.00

WIFI PROVISIONING
9c G996AS ENH: OVER THE AIR 12 $110.00 $80.30 $963.60

PROVISIONING
9d GA00580AA ADD: TOMA OPERATION 12 $495.00 $361.35 $4,336.20 9e G51AT ENH:SMARTZONE 12 $1,650.00 $1,204.50 $14,454.00 9f GA05509AA DEL: DELETE UHF BAND 12 -$800.00 -$584.00 -$7,008.00 - ---
9g GA09001AA ADD: WI-Fl CAPABILITY 12 $330.00 $240.90 $2,890.80 9h G298AS ENH: ASTRO 25 OTAR W/ 12 $814.00 $594.22 $7,130.64

MULTIKEY
9i B18CS ADD: AUXILIARY SPKR 12 $66.00 $48.18 $578.16

SPEC MCYCL APX
9j GA0051 3AB ADD: ANT MTCL 1 /4 WAVE 12 $55.00 $40.15 $481 .80 WHIP 162-174
---- 9k G843AH ADD: AES ENCRYPTION 12 $523.00 $381.79 $4,581.48

AND ADP
-- 91 G138AC ADD: APX7500 12 $0.00 $0.00 $0.00

MOTORCYCLE CH SFWR
05 9m W620AE ADD:NO MTRCYCLE ENCL 12 $0.00 $0.00 $0.00

NEEDEDAPX
--- 9n G444AH ADD: APX CONTROL 12 $0.00 $0.00 $0.00

HEAD SOFTWARE
9o G67EJ ADD: ES REMOTE MOUNT 12 $440.00 $321.20 $3,854.40

MOTORCYCLE
9p GA01517AA DEL: NO J600 ADAPTER 12 $0.00 $0.00 $0.00

CABLE NEEDED
9q G806BL ENH: ASTRO DIGITAL CAI 12 $567.00 $413.91 $4,966.92 OPAPX
9r W22BB ADD: STD PALM 12 $79.00 $57.67 $692.04

MICROPHONE APEX
9s GA01670AA ADD: APX ES CONTROL 12 $717.00 $523.41 $6,280.92 HEAD
--
9t G174AG ADD: ANT 3DB LOWPRO 12 $47.00 $34.31 $411.72
MCYC 762-870

Page 3 ends

• MOTOROLA SOLUTIONS QUOTE-2300670
City of Santa Clara Radio
Replacement
Line # Item Number Description Qty Term List Price Sale Price Ext. Sale Price 9u G361AH ENH: P25 TRUNKING 12 $330.00 $240.90 $2,890.80

SOFTWARE APX
9v QA09113AB ADD: BASELINE RELEASE 12 $0.00 $0.00 $0.00 SW
9w GA01630AA ADD: SMARTCONNECT 12 $0.00 $0.00 $0.00
9x GA09008AA ADD: GROUP SERVICES 12 $165.00 $120.45 $1,445.40 9y HA00694AA ADD: 7Y ESSENTIAL 12 $604.80 $604.80 $7,257.60

SERVICE HTM
10 EQ000103A02 MULTIPLEXER,_ALL 12 $214.92 $171 .91 $2,062.92 BAND, APX8500, VEHICLE
11 CB000091A02 CABLE, COAXIAL.CABLE, 12 $44.16 $35.32 $423.84

COAXIAL,QMA PLUG TO

QMA PLUG CONNECTOR
APX™ 8500
12 M37TSS9PW1 AN APX8500 ALL BAND MP 94 $5,893.68 $4,302.39 $404,424.66 MOBILE
12a GA09007AA ADD: OUT OF THE BOX 94 $0.00 $0.00 $0.00

WIFI PROVISIONING
12b GA00250M ADD: BLUETOOTH/WIFI/ 94 $110.00 $80.30 $7,548.20

GNSS FLEXIBLE CABLE
LMR195
12c G996AS ENH: OVER THE AIR 94 $110.00 $80.30 $7,548.20

PROVISIONING
12d GA00580AA ADD: TOMA OPERATION 94 $495.00 $361 .35 $33,966.90 12e G51AT ENH:SMARTZONE 94 $1 ,650.00 $1,204.50 $113,223.00 12f GA09001AA ADD: WI-Fl CAPABILITY 94 $330.00 $240.90 $22,644.60 12g G298AS ENH: ASTRO 25 OTAR W/ 94 $814.00 $594.22 $55,856.68

MULTIKEY
12h B18CR ADD: AUXILIARY SPKR 7.5 94 $66.00 $48.18 $4,528.92

WATT APX
12i G843AH ADD: AES ENCRYPTION 94 $523.00 $381.79 $35,888.26

AND ADP
12j G444AH ADD: APX CONTROL 94 $0.00 $0.00 $0.00

HEAD SOFTWARE

Page 4 ends

• MOTOROLA SOLUTIONS QUOTE-2300670
City of Santa Clara Radio
Replacement
Line # Item Number Description Qty Term List Price Sale Price Ext. Sale Price 12k G67EH ADD: REMOTE MOUNT ES 94 $327.00 $238.71 $22,438.74 MP
121 GA01517AA DEL: NO J600 ADAPTER 94 $0.00 $0.00 $0.00

CABLE NEEDED
----
12m G806BL ENH: ASTRO DIGITAL CAI 94 $567.00 $413.91 $38,907.54 OPAPX
12n GA01670AA ADD: APX ES CONTROL 94 $717.00 $523.41 $49,200.54 HEAD
120 W22BA ADD: STD PALM 94 $79.00 $57.67 $5,420.98

MICROPHONE APX
12p G361AH ENH: P25 TRUNKING 94 $330.00 $240.90 $22,644.60

SOFTWARE APX
12q QA09113AB ADD: BASELINE RELEASE 94 $0.00 $0.00 $0.00 SW
-- ---- - 12r GA01630AA ADD: SMARTCONNECT 94 $0.00 $0.00 $0.00 ---
12s GA09008AA ADD: GROUP SERVICES 94 $165.00 $120.45 $11,322.30 ---- 12t GA01513AB ADD: ALL BAND MOBILE 94 $105.00 $76.65 $7,205.10 ANTENNA (7/8N/U)
12u GA05508AA DEL: DELETE VHF BAND 94 -$800.00 -$584.00 -$54,896.00 12v GA05509AA DEL: DELETE UHF BAND 94 -$800.00 -$584.00 -$54,896.00 12w HA00694AA ADD: 7Y ESSENTIAL 94 $604.80 $604.80 $56,851.20

SERVICE HTM
--- 13 HAF4016A UNITY GAIN ANTENNA 94 $24.84 $19.87 $1,728.69

QUARTERWAVE
762-870MHZ - ROOF
MOUNT
----
APX™ 8500
14 M37TSS9PW1AN APX8500 ALL BAND MP 19 $5,893.68 $4,302.39 $81,745.41 MOBILE
14a G90AC ADD: NO MICROPHONE 19 $0.00 $0.00 $0.00

NEEDED APX
14b GA09007M ADD: OUT OF THE BOX 19 $0.00 $0.00 $0.00

WIFI PROVISIONING

Page 5 ends

• MOTOROLA SOLUTIONS QUOTE-2300670
City of Santa Clara Radio
Replacement
Line # Item Number Description Qty Term List Price Sale Price Ext. Sale Price 14c GA00250AA ADD: BLUETOOTH/WIFI/ 19 $110.00 $80.30 $1,525.70

GNSS FLEXIBLE CABLE
LMR195
14d G996AS ENH: OVER THE AIR 19 $110.00 $80.30 $1,525.70

PROVISIONING
14e G72AD ADD: APX 03 HANDHELD 19 $1,041.00 $759.93 $14,438.67 CH
14f G67DE ADD: REMOTE MOUNT 03 19 $327.00 $238.71 $4,535.49 MP
14g GA00580AA ADD: TOMA OPERATION 19 $495.00 $361 .35 $6,865.65 14h G51AT ENH:SMARTZONE 19 $1 ,650.00 $1,204.50 $22,885.50 14i GA05509AA DEL: DELETE UHF BAND 19 -$800.00 -$584.00 -$11,096.00 14j GA09001AA ADD: WI-Fl CAPABILITY 19 $330.00 $240.90 $4,577.10 14k G298AS ENH: ASTRO 25 OTAR W/ 19 $814.00 $594.22 $11,290.18

MULTIKEY
141 B18CR ADD: AUXILIARY SPKR 7.5 19 $66.00 $48.18 $915.42

WATT APX
14m G843AH ADD: AES ENCRYPTION 19 $523.00 $381.79 $7,254.01

AND ADP
14n G89AC ADD: NO RF ANTENNA 19 $0.00 $0.00 $0.00
NEEDED
140 G444AH ADD: APX CONTROL 19 $0.00 $0.00 $0.00

HEAD SOFTWARE
14p GA01517AA DEL: NO J600 ADAPTER 19 $0.00 $0.00 $0.00

CABLE NEEDED
14q G806BL ENH: ASTRO DIGITAL CAI 19 $567.00 $413.91 $7,864.29 OPAPX
14r G361AH ENH: P25 TRUNKING 19 $330.00 $240.90 $4,577.10

SOFTWARE APX
14s QA09113AB ADD: BASELINE RELEASE 19 $0.00 $0.00 $0.00 SW
141 GA01630AA ADD: SMARTCONNECT 19 $0.00 $0.00 $0.00
14u GA09008AA ADD: GROUP SERVICES 19 $165.00 $120.45 $2,288.55 14v GA05508AA DEL: DELETE VHF BAND 19 -$800.00 -$584.00 -$11,096.00 G

Page 6 ends

• MOTOROLA SOLUTIONS QUOTE-2300670
City of Santa Clara Radio
Replacement
Line # Item Number Description Qty Term List Price Sale Price Ext. Sale Price 14w HA00694AA ADD: 7Y ESSENTIAL 19 $604.80 $604.80 $11,491.20

SERVICE HTM
15 HAF4013A 7/8/900 MHZ WIDEBAND 19 $46.44 $37.15 $705.85 LOW PROFILE, 3DB GAIN

THROUGH HOLE NMO
MOUNT
16 CB000091A09 CABLE, COAXIAL,QMA 38 $103.50 $82.79 $3,146.02

PLUG TO MINI-UHF JACK

CONNETOR (BECU QMA)
--- -----
APX™ 8500
- -- - --
17 M37TSS9PW1AN APX8500 ALL BAND MP 3 $5,893.68 $4,302.39 $12,907.17 MOBILE
- - -- 17a GA09007AA ADD: OUT OF THE BOX 3 $0.00 $0.00 $0.00

WIFI PROVISIONING
--- - 17b GA00250AA ADD: BLUETOOTH/WIFI/ 3 $110.00 $80.30 $240.90

GNSS FLEXIBLE CABLE
LMR195
---- 17c G996AS ENH: OVER THE AIR 3 $110.00 $80.30 $240.90

PROVISIONING
17d GA00580AA ADD: TOMA OPERATION 3 $495.00 $361 .35 $1 ,084.05 --- 17e G51AT ENH:SMARTZONE 3 $1,650.00 $1 ,204.50 $3,613.50 ------ 17f GA09001AA ADD: WI-Fl CAPABILITY 3 $330.00 $240.90 $722.70 17g G298AS ENH: ASTRO 25 OTAR W/ 3 $814.00 $594.22 $1,782.66

MULTIKEY
-----
17h B18CR ADD: AUXILIARY SPKR 7.5 3 $66.00 $48.18 $144.54

WATT APX
17i G843AH ADD: AES ENCRYPTION 3 $523.00 $381 .79 $1,145.37

AND ADP
--
17j G89AC ADD: NO RF ANTENNA 3 $0.00 $0.00 $0.00
NEEDED
17k G444AH ADD: APX CONTROL 3 $0.00 $0.00 $0.00

HEAD SOFTWARE
171 G67EH ADD: REMOTE MOUNT ES 3 $327.00 $238.71 $716.13 MP
17m GA01517AA DEL: NO J600 ADAPTER 3 $0.00 $0.00 $0.00

CABLE NEEDED

Page 7 ends

• MOTOROLA SOLUTIONS QUOTE-2300670
City of Santa Clara Radio
Repl acement
Line # Item Number Description Qty Term List Price Sale Price Ext. Sale Price 17n G806BL ENH: ASTRO DIGITAL CAI 3 $567,00 $413.91 $1,241.73 OPAPX
170 GA01670AA ADD: APX ES CONTROL 3 $717.00 $523.41 $1 ,570.23 HEAD
17p W22BA ADD: STD PALM 3 $79,00 $57.67 $173.01

MICROPHONE APX
17q QA09113AB ADD: BASELINE RELEASE 3 $0.00 $0.00 $0.00 SW
17r G361AH ENH: P25 TRUNKING 3 $330.00 $240.90 $722.70

SOFTWARE APX
17s GA01630AA ADD: SMARTCONNECT 3 $0.00 $0.00 $0.00
17t GA09008AA ADD: GROUP SERVICES 3 $165.00 $120.45 $361 .35 17u HA00694AA ADD: 7Y ESSENTIAL 3 $604.80 $604.80 $1,814.40

SERVICE HTM
18 EQ000103A02 MULTIPLEXER,_ALL 3 $214.92 $171 .91 $515.73 BAND, APX8500, VEHICLE
19 HAE6016A ANT LOW PROFILE 3 $129.60 $103.67 $311 .01
450-512 MHZ
20 HAF4016A UNITY GAIN ANTENNA 3 $24.84 $19.87 $59.61

QUARTERWAVE
762-870MHZ - ROOF
MOUNT
21 CB000091A02 CABLE, COAXIAL.CABLE, 3 $44.16 $35.32 $105.96

COAXIAL,QMA PLUG TO

QMA PLUG CONNECTOR
22 HAD4021A VHF ANT WIDEBAND 3 $64.80 $51 .83 $155.49
136-174 MHZ
23 CB000091 A09 CABLE, COAXIAL,QMA 9 $103.50 $82.79 $745.11

PLUG TO MINI-UHF JACK

CONNETOR (BECU QMA)
APX™ Consolette
24 L37TSS9PW1 AN ALL BAND CONSOLETTE 4 $9,933.04 $7,251 .12 $29,004.48 24a GA09001AC ADD: WI-Fl CAPABILITY 4 $385.00 $281 .05 $1,124.20

CONSOLETTE
24b CA01942AA ADD: DC CORD 4 $61.00 $44.53 $178.12

Page 8 ends

• MOTOROLA SOLUTIONS QUOTE-2300670
City of Santa Clara Radio
Replacement
Line # Item Number Description Qty Term List Price Sale Price Ext. Sale Price 24c G90AC ADD: NO MICROPHONE 4 $0.00 $0.00 $0.00

NEEDED APX
24d GA09007AA ADD: OUT OF THE BOX 4 $0.00 $0.00 $0.00

WIFI PROVISIONING
24e G996AS ENH: OVER THE AIR 4 $110.00 $80.30 $321 .20

PROVISIONING
24f GA01513AB ADD: ALL BAND MOBILE 4 $105.00 $76.65 $306.60 ANTENNA (7/8N/U)
24g GA00580AA ADD: TOMA OPERATION 4 $495.00 $361.35 $1,445.40 24h CA01598AB ADD: AC LINE CORD US 4 $0.00 $0.00 $0.00
-- 24i G51AT ENH:SMARTZONE 4 $1,650.00 $1,204.50 $4,818.00 --- --- 24j L999AG ADD: FULL FP WIES/ 4 $868.00 $633.64 $2,534.56

KEYPAD/CLOCKNU
---
24k G298AS ENH: ASTRO 25 OTAR W/ 4 $814.00 $594.22 $2,376.88

MULTIKEY
---- ---
241 G843AH ADD: AES ENCRYPTION 4 $523.00 $381.79 $1,527.16

AND ADP
24m G806BL ENH: ASTRO DIGITAL CAI 4 $567.00 $413.91 $1 ,655.64 OPAPX
----
24n QA09113AB ADD: BASELINE RELEASE 4 $0.00 $0.00 $0.00 SW
240 GA01630AA ADD:SMARTCONNECT 4 $0.00 $0.00 $0.00
24p G361AH ENH: P25 TRUNKING 4 $330.00 $240.90 $963.60

SOFTWARE APX
24q GA09008AA ADD: GROUP SERVICES 4 $165.00 $120.45 $481 .80 24r HA00694AA ADD: 7Y ESSENTIAL 4 $604.80 $604.80 $2,419.20

SERVICE HTM
----
25 HKN6233C APX CONSOLETTE RACK 4 $200.00 $146.00 $584.00

MOUNT KIT
APX™ NEXT APX NEXT XE MULTI
26 H55TGT9PW8AN APX NEXT; ALL-BAND 91 $8,241.00 $6,015.93 $547,449.63 MODEL 4.5 PORTABLE*
26a QA01427AK ALT: APX NEXT XE 91 $28.00 $20.44 $1 ,860.04

HOUSING GREEN
---

Page 9 ends

• MOTOROLA SOLUTIONS QUOTE-2300670
City of Santa Clara Radio
Re pl acement
Line # Item Number Description Qty Term List Price Sale Price Ext. Sale Price 26b QA02006AE ADD: APX NEXT XE M4.5 91 $770.00 $562.10 $51,151 .10

RUGGED RADIO
26c H499KC ENH: SUBMERSIBLE 91 $165.00 $120.45 $10,960.95 (DELTA T)
26d H38DA ADD: SMARTZONE 91 $1,320.00 $963.60 $87,687.60

OPERATION
26e Q806CH ADD: ASTRO DIGITAL CAI 91 $567.00 $413.91 $37,665.81

OPERATION
26f QA00580BA ADD: TOMA OPERATION 91 $495.00 $361.35 $32,882.85 26g QA09001AM ADD: WIFI CAPABILITY 91 $330.00 $240.90 $21 ,921 .90 26h Q498BN ENH: ASTRO 25 OTAR W/ 91 $814.00 $594.22 $54,074.02

MULTIKEY
26i Q15AU ADD: AES/DES-XL/DES- 91 $879.00 $641 .67 $58,391.97

OFB ENCRYPTION AND
ADP
26j QA09113AA ADD: BASELINE RELEASE 91 $0.00 $0.00 $0.00 SW
26k Q361CD ADD: P25 9600 BAUD 91 $330.00 $240.90 $21 ,921.90

TRUNKING
261 Q173CA ADD: SMARTZONE 91 $0.00 $0.00 $0.00

OMNILINK
26m QA09017AA ADD: L TE WITH ACTIVE 91 $0.00 $0.00 $0.00 SERVICE AT&T US*
26n QA08853AA ADD: CPS ENABLEMENT* 91 $0.00 $0.00 $0.00 27 NNTN9217A BATTERY PACK.BATTERY 91 $284.35 $213.26 $19,406.66 PACK,IMPRES GEN2,
LIION,IP68, 4400T, UL2054
DIV 2
28 LSV01 S03446A APX NEXT OMS 91 7 YEARS $484.60 $484.60 $44,098.60

ESSENTIAL
29 PMMN4137A XVE500 REMOTE 91 $642.60 $481 .95 $43,857.45

SPEAKER MICROPHONE,

HIGH IMPACT GREEN , NO

CHANNEL KNOB
30 NNTN9199A IMPRES 2 sue, 3.0A, 91 $169.56 $127.17 $11 ,572.47 120VAC, TYPE A PLUG,
NA

Page 1 ends

• MOTOROLA SOLUTIONS QUOTE-2300670
City of Santa Clara Radio
Replacement
Line # Item Number Description Qty Term List Price Sale Price Ext. Sale Price 31 . SSV01 S01406A SMARTCONNECT 6 5 YEARS $720.00 $720.00 $4,320.00 32 LSV01 S03197 A ASTRO RM TECH SUP & 91 5 YEARS $160.20 $160.20 $14,578.20

LICENSE
33 LSV01 S03198A ASTRO RM HOSTING 91 5 YEARS $0.00 $0.00 $0.00 34 PSV01 S03366A RADIO MANAGEMENT $0.00 $0.00 $0.00
HOSTED SUPPORT*
35 CB000091 A09 CABLE, COAXIAL,QMA 24 $103.50 _ $82.79 $1,986.96

PLUG TO MINI-UHF JACK

CONNETOR (BECU QMA)
APX™ 6000 Series APX6000 XE
36 H98UCF9PW6BN APX6000 700/800 MODEL 20 $3,595.00 $2,624.35 $52,487.00

2.5 PORTABLE
36a G996AU ADD: PROGRAMMING 20 $110.00 $80.30 $1,606.00 OVER P25 (OTAP)
36b Q361AR ADD: P25 9600 BAUD 20 $330.00 $240.90 $4,818.00

TRUNKING
36c QA02006AA ENH: APX6000XE 20 $880.00 $642.40 $12,848.00

RUGGED RADIO
36d QA00580AC ADD: TDMA OPERATION 20 $495.00 $361 .35 $7,227.00 36e QA09007AA ADD: OUT OF THE BOX 20 $0.00 $0.00 $0.00

WIFI PROVISIONING
- --
36f QA09001AB ADD: WIFI CAPABILITY 20 $330.00 $240.90 $4,818.00 36g Q498AY ENH: ASTRO 25 OTAR W/ 20 $814.00 $594.22 $11,884.40

MULTIKEY
36h H38BT ADD: SMARTZONE 20 $1,320.00 $963.60 $19,272.00

OPERATION
36i QA07682AA ADD:SMARTCONNECT 20 $0.00 $0.00 $0.00
36j QA09113AB ADD: BASELINE RELEASE 20 $0.00 $0.00 $0.00 SW
36k Q806BM ADD: ASTRO DIGITAL CAI 20 $567.00 $413.91 $8,278.20

OPERATION
361 Q629AK ENH: AES ENCRYPTION 20 $523.00 $381.79 $7,635.80

AND ADP
36m HA00690AA ADD: 7Y ESSENTIAL 20 $386.00 $386.00 $7,720.00

SERVICE HTP

Page 11 ends

G MOTOROLA SOLUTIONS QUOTE-2300670
City of Santa Clara Radio
Repl acement
Line # Item Number Description Qty Term List Price Sale Price Ext. Sale Price 37 PMNN4547A BATT IMPRES 2 LIION 20 $213.15 $159.86 $3,197.20 TIA4950 R IP68 3100T
38 NNTN8860B CHARGER, SINGLE-UNIT, 20 $186.50 $139.88 $2,797.60 IMPRES 2, 3A, 115VAC,
US/NA
APX™ 8500
39 M37TSS9PW1AN APX8500 ALL BAND MP 30 $5,893.68 $4,302.39 $129,071 .70 MOBILE
39a GA09008AA ADD: GROUP SERVICES 30 $165.00 $120.45 $3,613.50 39b GA09007AA ADD: OUT OF THE BOX ~o $0.00 $0.00 $0.00

WIFI PROVISIONING
39c GA00250AA ADD: BLUETOOTH/WIFI/ 30 $110.00 $80.30 $2,409.00

GNSS FLEXIBLE CABLE
LMR195
39d G996AS ENH: OVER THE AIR 30 $110.00 $80.30 $2,409.00

PROVISIONING
39e GA00580AA ADD: TOMA OPERATION 30 $495.00 $361 .35 $10,840.50 39f GA01513AB ADD: ALL BAND MOBILE 30 $105.00 $76.65 $2,299.50 ANTENNA (7/8N/U)
39g G51AT ENH:SMARTZONE 30 $1,650.00 $1,204.50 $36,135.00 39h GA00092AU ADD: APXM DUAL ES CH 30 $627.00 $457.71 $13,731 .30 39i GA09001AA ADD: WI-Fl CAPABILITY 30 $330.00 $240.90 $7,227.00 39j G298AS ENH: ASTRO 25 OTAR WI 30 $814.00 $594.22 $17,826.60

MULTIKEY
39k B18CR ADD: AUXILIARY SPKR 7.5 60 $66.00 $48.18 $2,890.80

WATT APX
391 G843AH ADD: AES ENCRYPTION 30 $523.00 $381.79 $11,453.70

AND ADP
39m G610AC ADD: REMOTE MOUNT 60 $28.00 $20.44 $1 ,226.40 CABLE 30 FT APX
39n G444AH ADD: APX CONTROL 30 $0.00 $0.00 $0.00

HEAD SOFTWARE
390 G67EH ADD: REMOTE MOUNT ES 30 $327.00 $238.71 $7,161.30 MP

Page 12 ends

• MOTOROLA SOLUTIONS QUOTE-2300670
City of Santa Clara Radio
Replacement
Line# Item Number Description Qty Term List Price Sale Price Ext. Sale Price 39p GA01517AA DEL: NO J600 ADAPTER 30 $0.00 $0.00 $0.00

CABLE NEEDED
39q G806BL ENH: ASTRO DIGITAL CAI 30 $567.00 $413.91 $12,417.30 OPAPX
39r GA01670AA ADD: APX ES CONTROL 30 $717.00 $523.41 $15,702.30 HEAD
39s W22BA ADD: STD PALM 60 $79.00 $57.67 $3,460.20

MICROPHONE APX
391 QA09113AB ADD: BASELINE RELEASE 30 $0.00 $0.00 $0.00 SW
39u GA01630AA ADD:SMARTCONNECT 30 $0.00 $0.00 $0.00
39v G361AH ENH: P25 TRUNKING 30 $330.00 $240.90 $7,227.00

SOFTWARE APX
39w GA05509AA DEL: DELETE UHF BAND 30 -$800.00 -$584.00 -$17,520.00 39x HA00694AA ADD: 7Y ESSENTIAL 30 $604.80 $604.80 $18,144.00

SERVICE HTM
APX™ 8500
40 M37TSS9PW1 AN APX8500 ALL BAND MP 22 $5,893.68 $4,302.39 $94,652.58 MOBILE
40a GA09008AA ADD: GROUP SERVICES 22 $165.00 $120.45 $2,649.90 40b GA09007AA ADD: OUT OF THE BOX 22 $0.00 $0.00 $0.00

WIFI PROVISIONING
40c GA00250AA ADD: BLUETOOTH/WIFI/ 22 $110.00 $80.30 $1 ,766.60

GNSS FLEXIBLE CABLE
LMR195
40d G996AS ENH: OVER THE AIR 22 $110.00 $80.30 $1,766.60

PROVISIONING
40e GA00580AA ADD: TOMA OPERATION 22 $495.00 $361 .35 $7,949.70 ---
40f GA01513AB ADD: ALL BAND MOBILE 22 $105.00 $76.65 $1,686.30 ANTENNA (7/8N/U)
40g G51AT ENH:SMARTZONE 22 $1,650.00 $1,204.50 $26,499.00 40h GA05509AA DEL: DELETE UHF BAND 22 -$800.00 -$584.00 -$12,848.00 40i GA09001AA ADD: WI-Fl CAPABILITY 22 $330.00 $240.90 $5,299.80

Page 13 ends

" MOTOROLA SOLUTIONS QUOTE-2300670
City of Santa Clara Radio
Repl acement
Line # Item Number Description Qty Term List Price Sale Price Ext. Sale Price 40j G298AS ENH: ASTRO 25 OTAR W/ 22 $814.00 $594.22 $13,072.84

MULTIKEY
40k B18CR ADD: AUXILIARY SPKR 7.5 22 $66.00 $48.18 $1,059.96

WATT APX
401 G843AH ADD: AES ENCRYPTION 22 $523.00 $381 .79 $8,399.38

AND ADP
40m G444AH ADD: APX CONTROL 22 $0.00 $0.00 $0.00

HEAD SOFTWARE
40n G67EH ADD: REMOTE MOUNT ES 22 $327.00 $238.71 $5,251 .62 MP
400 GA01517AA DEL: NO J600 ADAPTER 22 $0.00 $0.00 $0.00

CABLE NEEDED
40p G806BL ENH: ASTRO DIGITAL CAI 22 $567.00 $413.91 $9,106.02 . OPAPX
40q GA01670AA ADD:APX ESCONTROL 22 $717.00 $523.41 $11 ,515.02 HEAD
40r W22BA ADD: STD PALM 22 $79.00 $57.67 $1,268.74

MICROPHONE APX
40s QA09113AB ADD: BASELINE RELEASE 22 $0.00 $0.00 $0.00 SW
40t GA01630AA ADD: SMARTCONNECT 22 $0.00 $0.00 $0.00
40u G361AH ENH: P25 TRUNKING 22 $330.00 $240.90 $5,299.80

SOFTWARE APX
40v HA00694AA ADD: 7Y ESSENTIAL 22 $604.80 $604.80 $13,305.60

SERVICE HTM
APX™ 8500
41 M37TSS9PW1AN APX8500 ALL BAND MP 11 $5,893.68 $4,302.39 $47,326.29 MOBILE
41a GA09008AA ADD: GROUP SERVICES 11 $165.00 $120.45 $1,324.95 41b W665BF ADD: BASE STATION OP 11 $77.00 $56.21 $618.31 APX
41c GA09007AA ADD: OUT OF THE BOX 11 $0.00 $0.00 $0.00

WIFI PROVISIONING
41d G996AS ENH: OVER THE AIR 11 $110.00 $80.30 $883.30

PROVISIONING

Page 14 ends

I
• MOTOROLA SOLUTIONS QUOTE-2300670
City of Santa Clara Radio
Replacement
Line # Item Number Description Qty Term List Price Sale Price Ext. Sale Price 41e GA01579AB . ADD: BLUETOOTH/WIFI 11 $77.00 $56.21 $618.31 GLASSMOUNT 2.4/SGHZ
41f GA00580AA ADD: TOMA OPERATION 11 $495.00 $361 .35 $3,974.85 41g· G66BN ADD: DASH MOUNT ES 11 $138.00 $100.74 $1 ,108.14 41h G51AT ENH:SMARTZONE 11 $1 ,650.00 $1,204.50 $13,249.50 41i G142AD ADD: NO SPEAKER APX 11 $0.00 $0.00 $0.00
---
41j GA09001AA ADD: WI-Fl CAPABILITY 11 $330.00 $240.90 $2,649.90 41k G843AH ADD: AES ENCRYPTION 11 $523.00 $381 .79 $4,199.69

AND ADP
411 G444AH ADD: APX CONTROL 11 $0.00 $0.00 $0.00

HEAD SOFTWARE
---- ---
41m GA01517AA DEL: NO J600 ADAPTER 11 $0.00 $0.00 $0.00

CABLE NEEDED
41n G806BL ENH: ASTRO DIGITAL CAI 11 $567.00 $41 3.91 $4,553.01 OPAPX
410 GA01670AA ADD: APX ES CONTROL 11 $717.00 $523.41 $5,757.51 HEAD
41p W22BA ADD: STD PALM 11 $79.00 $57.67 $634.37

MICROPHONE APX
41q QA09113AB ADD: BASELINE RELEASE 11 $0.00 $0.00 $0.00 SW
~-- 41r G361AH ENH: P25 TRUNKING 11 $330.00 $240.90 $2,649.90

SOFTWARE APX
41 s GA05508AA DEL: DELETE VHF BAND 11 -$800.00 -$584.00 -$6,424.00 411 GA05509AA DEL: DELETE UHF BAND 11 -$800.00 -$584.00 -$6,424.00 41u G91AF ADD: CNTRL STATION 11 $296.00 $216.08 $2,376.88

PWR SUPPLY
41v GA00235AA ADD: NO GPS ANTENNA 11 $0.00 $0.00 $0.00

NEEDED APX
41w G298AS ENH: ASTRO 25 OTAR W/ 11 $814.00 $594.22 $6,536.42

MULTIKEY
41x G89AC ADD: NO RF ANTENNA 11 $0.00 $0.00 $0.00
NEEDED

Page 15 ends

• MOTOROLA SOLUTIONS QUOTE-2300670
City of Santa Clara Radio
Replacement
Line # Item Number Description Qty Term List Price Sale Price Ext. Sale Price 41y HA00694AA ADD: 7Y ESSENTIAL 11 $604.80 $604.80 $6,652.80

SERVICE HTM
Product Services
42 LSV00Q00203A RADIO AND SIREN $324,497.00 $324,497.00 $324,497.00

INSTALLATION
43 REMOVED REMOVED 0 $0 $0 $0
KVL 5000
44 T8476B KVL 5000 $6,900.00 $6,210.00 $6,210.00
44a CA00182AW ADD: AES ENCRYPTION $0.00 $0.00 $0.00

SOFTWARE
44b CA03467AA ADD: NORTH AMERICA 1 $0.00 $0.00 $0.00

MICRO USB CHARGER
100/240V
44c CA03358AA ADD: ASTRO 25 MODE $0.00 $0.00 $0.00
44d HA00673AA ADD: 5YR ESSENTIAL $500.00 $500.00 $500.00 45 PMLN8209B CARRY ACCESSORY- 20 $81.00 $64.79 $1,295.80 CASE.CARRY
ACCESSORYHOLSTER,APX NEXT XE

LEATHER CARRY CASE
46 PMLN8208A CARRY ACCESSORY- 20 $37.80 , $30.24 $604.80

HOLSTER,APX NEXT XE

CLASSIC HOLSTER
47 NNTN9115A CHARGER, MULTI-UNIT, 6 $1,420.20 $1,065.15 $6,390.90 IMPRES G2, 6-DISP,
US/NA/CA/LA PLUG, ACCCHARGER
APX™ Radio RADIO MANAGEMENT
Management
48 T7914A RADIO MANAGEMENT 1 $0.00 $0.00 $0.00
48a LSV0 1 S03198A ADD: RADIO 230 5 YEARS $160.20 $160.20 $36,846.00

MANAGEMENT HOSTED

LICENSES

Page 16 ends

• MOTOROLA SOLUTIONS , QUOTE-2300670
City of Santa Clara Radio
Replacement
Line# Item Number Description Qty Term List Price Sale Price Ext. Sale Price 49 PSV01S01989A
Subtotal
Estimated Tax
Grand Total
Pricing Summary

RADIO MANAGEMENT
(RM) TRAINING CUST
SITE (12 SEATS)*
Upfront Costs for Hardware, Accessories and Implementation Notes:
• SQ-179986 included
(if applicable), plus Subscription Fee
Year 2 Subscription Fee
Year 3 Subscription Fee
Year 4 Subscription Fee
Year 5 Subscription Fee
Year 6 Subscription Fee
Year 7 Subscription Fee
Grand Total System Price

Page 17 ends

$18,000.00 $18,000.00 $18,000.00
$5,579,226.37
$479,756.79
$6,058,983.16 (USO)
List Price Sale Price
$7,158,950.64 $5,372,363.53
$40,639.14 $40,639.14
$40:639.14 $40,639.14
$40,639.14 $40,639.14
$40,639.14 $40,639.14
$22,153.14 $22,153.14
$22,153.14 $22,153.14
$7,365,813.48 $5,579,226.37
• MOTOROLA SOLUTIONS

Page 18 ends

QUOTE-2300670
City of Santa Clara Radio
Replacement
RESOLUTION NO. 2020-02

A RESOLUTION OF THE IJOARI) OF DIRECTORS OF

THESILICON VALLEY REGIONAL

INTEROPERABILITY AUTHOJUJY APPROVING OF THE

BIDDING PROCESS AND FINDING CONSISTENCY WITH

PURCHASING ORDINANCES FOR THREE MOTOROLA

AGREEMENTS
WHEREAS, the Silicon Valley Regional Interoperability Authority (the "Authority"), is a joint po:w~r~ agency duly organized and existing under and by virtue of the laws of the State of California; and
WHEREAS, the Authority when formed was required to choose one of its Member's ordinances to control its purchasing and other functions; and
WHEREAS, the Joint Powers Authority Agreement for the Authority adopted the ordinances of the City of Cupertino as the controlling ordinances for purchasing and other functions; and; WHiREAS, the Board of Direi;tors ("Board") finds that .the Cupertino Municipal Code provision at 3.22.060(B) which stat~s: "Sµch action shall be taken after the formEtl competitive bidding procedures described in this section are followed, unless pursuant to a written ff;:COr:ttm~ndation of the City Manager, the City Council finds that the use of the formal competitive bidding procedure is not practical due to limitations on source of supply, necessary restrictions in specifications, necessary standardiz~tion, quality considerations, or if other valid reasons for waiving the formal competitive bidding Proo~~t\.Pro ~~ppear. Upon making such a finding, the Council may direct the Put\h\~ib.g:t0f(Lber t ~ nle, with the fonnal competitive procedure and make the purchase on the open market or through any other procedure which meets the City's requirements." Has been met based upon the findings outlined below; and WHEREAS, the Board of the Authority determines, based upon the findings described below that the purchasing requirements of the City of Cupertino and the laws of the State of California have been met for the Motorola Communications Equipment and Services Agreement, Radio Upgrade Program Addendum and Subscription Services Addendum; and makes the following findings:

FINDINGS:

The Executive Director and General CounselrecoIIUl'.lend. that the Board _determiile that the proposed Motorola agreements including the Communications Equipment and Services Agreement, Radio Upgrade Program Addendum and the Subscription Services Addendum have met the competitive bid purchasing requirements which are required by the laws of the City of Cupertino The competitive bid process is detailed in the contract and attachments proposed by Motorola. The Houston-Galveston Area Council ("H-GAC"), who acting as the agent for various local governmental entities who are "End Users" under interlocal agreements has solicited proposals for radio communications equipment and conducted discussions with Motorola concerning its proposal and, where applicable, in accordance with the competitive procurement procedures of local law and on July 25, 2018, H-GAC and Motorola entered into a contract (the "Contract"), which provides that End Users may purchase radio communications equipment from Motorola pursuant to certain terms contained in the contract. Based upon the H-GAC agreement, Motorola wishes to enter into a long-term agreement with SVRIA to extend the discounted pricing to our Member and Participant agencies to purchase specific radio communications equipment from Motorola. The H-GAC contract is a national cooperative purchasing agreement that is competitively bid regularly. The list of equipment covered under the proposed purchasing agreement is detailed in the Motorola exhibits attached to the Communications Equipment and Services Agreement.

Over 400 California governmental entities have used the H-GAC purchasing discounts including six within the County of Santa Clara including the City of Mountain View, City of Santa Clara, Town of Los Gatos, Campbell Union School District, Milpitas Union School District and the Sunnyvale School District.

NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SILICON VALLEY REGIONAL INTEROPERABILITY AUTHORITY AS FOLLOWS:

1. The competitive bidding process is approved and the Board has determined that that the HGAC processes are consistent with the bidding procedures permitted by California law and City of Cupertino procedures and ordinances, for purposes of entering into these agreements with Motorola.

Dated this 3rd day of June, 2020.
.?M~
Mike Wasserman
Chair Board of Directors of SVRIA
Resolution SVRIA Adopting and Approving of the Bidding Process ofJ Motorola Agreements 6-4-20 Communications Equipment and Services Agreement
Motorola Solutions, Inc. ("Motorola") and Silicon Valley Regional Interoperability Authority ("SVRIA" or "Customer") enter into this "Agreement," pursuant to which Customer will purchase and Motorola will sell the Equipment and Services, as described below. Motorola and Customer may be referred to individually as a "Party" and collectively as the "Parties." The term "Customer" also includes any Member or Participant in the Silicon Valley Regional Interoperability Authority ("SVRIA") to the extent that such Member or Participant may issue purchase orders as Eligible Purchasers for Equipment or Services for use on the Silicon Valley Regional Communications System ("SVRCS") and shall include language on each purchase order that references this Agreement and acknowledges the order shall be controlled by this Agreement. A list of the Parties who may become a Customer by issuing a purchase order is attached as Exhibit F - Eligible Purchasers. For good and valuable consideration, the Parties agree as follows:

WHEREAS, Customer desires to purchase from Motorola and Motorola desires to sell to Customer Communications Equipment and/or Services; and
WHEREAS, SVRIA has already purchased from Motorola the entire Silicon Valley Regional Communication System ("SVRCS"); and
WHEREAS, SVRIA ,its Members or Participants may wish to purchase equipment and/or services from Motorola in the future; and
WHEREAS, this Agreement is intended to provide a vehicle for these future purchases of equipment and/or services from Motorola for the use of SVRIA Members, Participants or SVRIA itself; and WHEREAS, Houston-Galveston Area Council ("H-GAC"), acting as the agent for various local governmental entities who are "End Users" under interlocal agreements (including Customer) has solicited proposals for radio communications equipment and conducted discussions with Motorola concerning its proposal and, where applicable, in accordance with the competitive procurement procedures of Texas law; and
WHEREAS, the SVRIA Board will approve of a Resolution outlining the competitive bidding processes and make a determination that the H-GAC processes are consistent with the bidding procedures permitted by California law and City of Cupertino procedures and ordinances; and WHEREAS, on July 25, 2018, H-GAC and Motorola entered into a contract (the "Contract"), which provides that End Users may purchase radio communications equipment from Motorola pursuant to certain terms contained therein; and
WHEREAS, pursuant to Article 2 of the Contract Special Provisions, Motorola and Customer now wish to enter into this Agreement to delineate the specific terms of the purchase of radio communications equipment from Motorola by Customer.

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

Section 1 ATTACHMENTS

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

Exhibit A "Motorola Software License Agreement"
Exhibit B "List of Products, Discounts and Payment"
Exhibit C Technical and Implementation Documents
C-1 "System Description" dated ______ _
Communication System and Services Agreement v.10.18.19
C-2 "Pricing Summary & Equipment List" dated ______ _
C-3 "Implementation Statement of Work" dated ______ _
C-4 "Acceptance Test Plan" or "ATP" dated ______ _
C-5 "Performance Schedule" dated ______ _
Exhibit D "System Acceptance Certificate"
Exhibit E Cooperative Purchasing Program of Houston-Galveston Area Council of Governments ("HGAC") and Motorola's master agreement with HGAC, executed July 25, 2018, and identified as Contract No. RA-05-15
Exhibit F Eligible Purchasers

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

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

Section 2 DEFINITIONS
Capitalized terms used in this Agreement have the following meanings:
"Acceptance Tests" means those tests described in the Acceptance Test Plan. "Addendum (Addenda)" is the title of the document(s) containing a specific set of terms and conditions applicable to a particular service or other offering beyond the Communication System and System implementation services. The terms in the Addendum are applicable only to the specific service or offering described therein.
"Administrative User Credentials" means an account that has total access over the operating system, files, end user accounts and passwords at either the System level or box level. Customer's personnel with access to the Administrative User Credentials may be referred to as the Administrative User. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing).
"Confidential Information" means all information consistent with the fulfillment of this Agreement that is (i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis of any hardware, software or any component part thereof provided by discloser to recipient. Confidential Information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by the discloser by submitting a written document to the recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent. Motorola acknowledges that Customer is a public entity subject to the State of California Public Records Act. If a public request is made to examine information that Motorola considers confidential information, Customer will inform Motorola of said request and Motorola will be responsible to take any and all action necessary, including court action, to prevent said information from being disseminated. Confidential information includes but is not limited to trade secret Communication System and Services Agreement v.10.18.19 2 information which would include, for example, Motorola documentation detailing a formula, program, device, method, process, pattern, or technique.
"Contract Price" means the price for the System and implementation Services, excluding applicable sales or similar taxes and freight charges. Further, unless otherwise stated in Exhibit B, "Payment" or the pricing pages of the proposal, recurring fees for maintenance, SUA, or subscription services are not included in the Contract Price.
"Deliverables" means all written information (such as reports, specifications, designs, plans, drawings, analytics, Solution Data, or other technical or business information) that Motorola prepares for Customer in the performance of the Services and is obligated to provide to Customer under this Agreement. The Deliverables, if any, are more fully described in the Statement of Work. "Derivative Proprietary Materials" means derivatives of the Proprietary Materials that Motorola may from time to time, including during the course of providing the Services, develop, use and/or to which Motorola provides Customer access.
"Effective Date" means that date upon which the last Party executes this Agreement. "Eligible Purchaser" means the SVRIA or any of its Members or Participants (see Exhibit F for listing of Eligible Purchasers). SVRIA is not financially responsible for payment for any purchase made directly by a SVRIA Member or SVRIA Participant through their own Purchase Orders. SVRIA is only financially responsible for purchases made by directly by SVRIA for the benefit of SVRIA. "Equipment" means the hardware components of the Solution that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in Exhibit B List of Products, Discounts, and Payment.
"Feedback" means comments or information, in oral or written form, given to Motorola by Customer in connection with or relating to Equipment or Services, during the term of this Agreement. "Force Majeure" means an event, circumstance, or act that is beyond a Party's reasonable control, such as an act of God, an act of the public enemy, an act of a government entity not including any party to this Agreement, strikes, other labor disturbances, supplier performance, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, riots, or any other similar cause. "Motorola Software" means software that Motorola or its affiliated companies owns. "Non-Motorola Software" means software that a party other than Motorola or its affiliated companies owns.
"Open Source Software" (also called "freeware" or "shareware") means software with either freely obtainable source code, license for modification, or permission for free distribution. "Proprietary Materials" means certain software tools and/or other technical materials, including, but not limited to, data, modules, components, designs, utilities, subsets, objects, program listings, models, methodologies, programs, systems, analysis frameworks, leading practices and specifications which Motorola has developed prior to, or independently from, the provision of the Services and/or which Motorola licenses from third parties.
"Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software Communication System and Services Agreement v.10.18.19 3 whether made by Motorola or another party.
"Services" means system implementation, maintenance, support, subscription , or other professional services provided under this Agreement, which may be further described in the applicable Addendum and/or SOW.
"Software" (i) means proprietary software in object code format, and adaptations, translations, decompilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a th ird party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement.
"Software License Agreement" means the Motorola Software License Agreement (Exhibit A). "Software Support Policy" ("SwSP") means the policy set forth at http://www.motorolasolutions.com/softwarepolicy describing the specific technical support that will be provided to Customers under the Warranty Period and during any paid maintenance support period for Motorola Software. .
"Solution" means the combination of the System(s) and Services provided by Motorola under this Agreement.
"Solution Data" means Customer data that is transformed, altered, processed, aggregated , correlated or operated on by Motorola, its vendors or other data sources and data that has been manipulated or retrieved using Motorola know-how to produce value-added content to data consumers, including customers or citizens which is made available to Customer with the Solution and Services. "Specifications" means the functionality and performance requirements that are described in the Technical and Implementation Documents.
"SUA" or "SUA 11" means Motorola's Software Upgrade Agreement program. "Subsystem" means a major part of the System that performs specific functions or operations.

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

Section 3 SCOPE OF AGREEMENT AND TERM

3.1. SCOPE OF AGREEMENT. During the term of this Agreement, Customer has the right (but not the duty) to purchase from time to time Products and related services from Motorola, including parts.

Pricing for the Products and per diem services will be pursuant to Exhibit B, List of Products, Discount, Communication System and Services Agreement v.10.18.19 4 and Payment. Pricing for services provided on a basis other than per diem will be specially quoted.

Motorola will provide, ship, and install (if applicable) the Products, and perform the services and its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement.

3.2. CHANGE ORDERS. Either Party may request changes· within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreem_ent, the Parties will agree to an equitable adjustment of the Contract Price or applicable subscription fees, Performance Schedule, or both, and will reflect the adjustment in a change order or Addendum. Neither Party is obligated to perform requested changes unless both Parties execute a written change order.

3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues for a period of 8 years or until the date of Final Project Acceptance or expiration of the Warranty Period, or completion of the Services, whichever occurs last. The term and the effective date of recurring Services will be set forth in the applicable Addendum. This Agreement may be extended upon mutual agreement of the parties ..

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

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

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

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

3.8. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a "Priced Options" exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit.

During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option Communication System and Services Agreement v.10.18.19 5 by giving written notice to Seller which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions.

Section 4 SERVICES

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

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

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

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

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

4.5. TOOLS. All tools, equipment, dies, gauges, models, drawings, or other materials paid for or furnished by Motorola for the purpose of providing Services under this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Upon termination of the contract for any reason, Customer shall return to Motorola all equipment delivered to Customer that Customer has not Communication System and Services Agreement v.10.18.19 6 already paid for and is a Tool as defined by this Section.

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

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

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

4.9. NON-PRECLUSION. If, as a result of the Services performed under this Agreement, Motorola recommends that Customer purchase products or other services, nothing in this Agreement precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products or other services to Customer, with the exception of when Motorola consults directly on or drafts an RFP on behalf of Customer. Motorola is specifically prohibited to bid on any RFP or RFQ where it has drafted or provided extensive assistance on the drafting of the RFP or RFQ.

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

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

Section 5 PERFORMANCE SCHEDULE
The Parties will perform their respective responsibilities in accordance with the Performance Schedule.

By executing this Agreement, Customer authorizes Motorola to proceed with contract performance.

Section 6 CONTRACT PRICE, PAYMENT AND INVOICING

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

6.2. CONTRACT PRICE. The Contract Price in U.S. dollars is not to exceed $60,000,000.

Communication System and Services Agreement v.10.18.19 7

6.3. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment schedule in Exhibit B. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola is 36-1115800.

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

6.5. INVOICING AND SHIPPING ADDRESSES. Purchase orders must include language on each purchase order that references this Agreement and acknowledge the order shall be controlled by this Agreement. All purchase orders must also include the Eligible Purchaser's (1) email address for invoices; (2) physical address; and (3) shipping address.

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

Section 7 SITES AND SITE CONDITIONS

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

7.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate:
physical space; air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any apparent deficiencies or non-conformities with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.1.A. standard RS-222 in effect on the Effective Date.

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

Section 8 TRAINING
Any training to be provided by Motorola to Customer will be described in the applicable Statement of Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover these additional costs.

Communication System and Services Agreement v.10.18.19 8 Section 9 SYSTEM ACCEPT ANGE

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

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

9.3. BENEFICIAL USE. Motorola acknowledges that Customer has beneficial use of the SVRCS.

This paragraph only applies to future use of any new System which may be purchased by SVRIA, SVRIA's Members or Participants and does not apply to the current SVRCS. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System.

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

Section 10 REPRESENTATIONS AND WARRANTIES

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

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

10.3. SOFTWARE WARRANTY. Except as described in the SwSP and unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Software in accordance with the warranty terms set forth in the Software License Agreement and the provisions of this Section that are applicable to the Software. If System Acceptance is delayed beyond six (6) months after Communication System and Services Agreement v.10.18.19 9 shipment of the Motorola Software by events or causes beyond Motorola's control, this warranty expires eighteen (18) months after the shipment of the Motorola Software, unless Customer has purchased an extended warranty. Nothing in this Warranty provision is intended to conflict or modify the Software Support Policy. In the event of an ambiguity or conflict between the Software Warranty and Software Support Policy, the Software Support Policy governs.

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

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

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

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

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

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

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

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

Section 11 DELAYS

11.1. FORCE MAJE URE. Neither Party will be liable for its non-performance or delayed performance if Communication System and Services Agreement v.10.18.19 10 caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule or applicable Addenda for a time period that is reasonable under the circumstances.

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

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

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

12.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation.

12.3. MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party ("Notice of Mediation"). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive or Executive Director or his or her designee with authority to settle the Dispute.

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

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

Section 13 DEFAULT AND TERMINATION

13.1. DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default (unless a Force Communication System and Services Agreement v.10.18.19 11 Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan.

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

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

Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges.

In the event Customer elects to terminate this Agreement for any reason other than default, Customer shall pay Motorola for the conforming Equipment and/or Software delivered and all services performed to the date of termination.

13.3 In accordance with Article XVI, Section 18 of the California Constitution, if in any fiscal year subsequent to the execution of this AGREEMENT, Customer fails to appropriate money for the purpose of funding this AGREEMENT, this AGREEMENT shall terminate effective upon the close of business on the last day of the fiscal year for which funding has been appropriated. Should the Agreement be terminated pursuant to this provision Customer will be responsible for paying for any services or equipment purchased prior to the date of termination. The Members or Participants will be responsible for any cost adjustments due to failure to purchase the requisite number of subscriber units under the RUA.

Section 14 INDEMNIFICATION

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

14.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit.

Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This Section sets forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way related to Customer's performance under this Agreement.

14.3. PATENT AND COPYRIGHT INFRINGEMENT.

14.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim").

Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in Communication System and Services Agreement v.10.18.19 12 writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim.

14.3.2 If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards.

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

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

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

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

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

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

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

Section 16 CONFIDENTIALITY AND PROPRIETARY RIGHTS
Communication System and Services Agreement v.10.18.19 13

16.1. CONFIDENTIAL INFORMATION.

16.1.1. Each party is a disclosing party ("Discloser") and a receiving party ("Recipient") under this Agreement. All Deliverables will be deemed to be Motorola's Confidential Information. During the term of this Agreement and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential Information to only those employees (including, but not limited to, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must be directly involved with the Confidential Information for the purpose and who are bound by confidentiality terms substantially similar to those in this Agreement; (iii) not copy, reproduce, reverse engineer, decompile, or disassemble any Confidential Information; (iv) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (v) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (vi) only use the Confidential Information as needed to fulfill this Agreement.

Notwithstanding anything contained herein to the contrary, Motorola acknowledges that Customer is a public entity subject to the State of California Public Records Act. If a public request is made to examine information that Motorola considers confidential information, Customer will inform Motorola of said request and Motorola will be responsible to take any and all action necessary, including court action, to prevent said information from being disseminated. Confidential information includes but is not limited to trade secret information which would include, for example, Motorola documentation detailing a formula, program, device, method, process, pattern, or technique.

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

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

16.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell Communication System and Services Agreement v.10.18.19 14 or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner.

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

16.4 DATA AND FEEDBACK.

16.4.1 To the extent permitted by law, Customer owns all right, title and interest in System Data created solely by it or its agents (hereafter, "Customer Data"), and grants to Motorola the right to use, host, cache, store, reproduce, copy, modify, combine, analyze, create derivatives from, communicate, transmit, publish, display, and distribute such Customer Data only to Customer and not to third parties and solely for the purposes of providing services to Customer.

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

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

Motorola may not utilize Feedback from Customer in advertising if Customer is identified without the prior written consent of Customer. Customer acknowledges that Motorola's receipt of the Feedback does not imply or create recognition by Motorola of either the novelty or originality of any idea. The parties further agree that all fixes, modifications and improvements made to Motorola products or services conceived of or made by Motorola that are based, either in whole or in part, on the Feedback are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements to the Motorola product or service will vest solely in Motorola.

Section 17 GENERAL

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

17.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder as long as the assignee has similar capabilities to Motorola to perform under this Agreement without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer.

In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event, as long as the assignee has similar capabilities to Motorola perform under this Agreement. Motorola may subcontract any of the work, , as long as the subcontractor has similar capabilities to Motorola to perform their portion of this Agreement, but subcontracting will not relieve Motorola of its duties under this Communication System and Services Agreement v.10.18.19 15 Agreement.

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

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

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

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

17.7. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or OHL), or by facsimile with correct answerback received, and will be effective upon receipt.

17.8. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment.- Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters.

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

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

Communication System and Services Agreement v.10.18.19 16

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

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

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

17.13 COOPERATIVE PURCHASING. Eligible Purchasers may purchase Equipment or Services on terms set forth in this Agreement, including all Exhibits that are attached to this Agreement and incorporated, as well as all necessary equipment and resources. Each Purchase Order made by Eligible Purchasers, as defined in Exhibit F for purchase of Equipment or Services for use on the Silicon Valley Regional Communications System ("SVRCS"), shall include language on each purchase order that references this Agreement and an acknowledgement that the order shall be controlled by this Agreement.

17.13. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts and shall have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document.

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

Motorola Solutions, Inc. Customer: SVRIA
By: __________ _ By: __________ _
Communication System and Services Agreement v.10.18.19 17 Name: ------------
Title: ___________ _
Date: ____________ _
Name: Denise J. Sellers
Title: Executive Director
Date: ____________ _
Approved as to Form:

Gary M. Baum, General Counsel SVRIA
Exhibit A

MOTOROLA SOFTWARE LICENSE AGREEMENT
This Exhibit A Motorola Software License Agreement ("Agreement") is between Motorola Solutions, Inc., ("Motorola"), and Silicon Valley Regional Interoperability Authority ("SVRIA" or "Licensee") The term "Licensee" also includes any Member or Participant in the Silicon Valley Regional Interoperability Authority ("SVRIA").

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

Section 1 DEFINITIONS

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

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

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

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

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

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

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

Section 2 SCOPE
Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain Communication System and Services Agreement v.10.18.19 18 proprietary software or products containing embedded or pre-loaded proprietary software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the proprietary software and affiliated documentation.

Section 3 GRANT OF LICENSE

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

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

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

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

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

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

Section 4 LIMITATIONS ON USE

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

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

4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Communication System and Services Agreement v.10.18.19 19 Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued.

4.4 Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor.

Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement.

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

Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY

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

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

Communication System and Services Agreement v.10.18.19 20

6.3. Warranty claims are described in the Primary Agreement.

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

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

Section 8 TERM AND TERMINATION

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

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

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

Section 9 Reserved.

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

Section 11 LIMITATION OF LIABILITY
Communication System and Services Agreement v.10.18.19 21 The Limitation of Liability provision is described in the Primary Agreement.

Section 12 NOTICES
Notices are described in the Primary Agreement.

Section 13 GENERAL

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

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

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

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

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

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

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

13.8. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Communication System and Services Agreement v.10.18.19 22, Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter.

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

Exhibit B

LIST OF PRODUCTS, DISCOUNT, AND PAYMENT
Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution. Payment for a product only purchase is 100% upon shipment. If Customer has purchased additional Professional or Subscription services, payment will be in accordance with the applicable addenda. Payment for a System purchase will be in accordance with the following milestones.

The following is an example of the payment terms for a future System Purchase by SVRIA its Members or Participants and is not applicable immediately after the execution of this Agreement System Purchase (excluding Subscribers, if applicable)

1. 25% of the Contract Price due upon contract execution (due upon effective date);

2. 60% of the Contract Price due upon shipment of equipment from Staging;

3. 10% of the Contract Price due upon installation of equipment; and

4. 5% of the Contract Price due upon Final Acceptance.

If Subscribers are purchased, 100% of the Subscriber Contract Price will be invoiced upon shipment (as shipped).

Motorola shall make partial shipments of equipment and will request payment upon shipment of such equipment. In addition, Motorola shall invoice for installations completed on a site-by-site basis or when professional services are completed, when applicable. The value of the equipment shipped/services performed will be determined by the value shipped/services performed as a percentage of the total milestone value. Unless otherwise specified, contract discounts are based upon all items proposed and overall system package. For invoicing purposes only, discounts will be applied proportionately to the FNE and Subscriber equipment values to total contract price. Overdue invoices will bear simple interest at the maximum allowable rate by state law.

For Lifecycle Support Plan and Subscription Based Services:

Motorola will invoice Customer annually in advance of each year of the plan.

The chart below outlines the hourly labor rates for Motorola System Integration resources to be used. The staffing requirements shall be multiplied by the appropriate rate per resource in the table below. The hourly labor rates are fully burdened. The hourly rates per resource type and level are listed in Table 1.

Communication System and Services Agreement v.10.18.19 23 Resource Types
Project System System Project
Levels Management Engineering Technologist Administration 4 $ 290.00 $ 300.00 $ 280.00 $ 200.00
3 $ 240.00 $ 250.00 $ 240.00 $ 180.00
2 $ 220.00 $ 220.00 $ 220.00 $ 170.00
1 $ 190.00 $ 210.00 $ 210.00 $ 160.00
Table 1 - Hourly Rates
These rates apply to ordinary days and times (Monday to Friday during the hours 8am to 5pm). Additional surcharges may apply to work done outside these timeframes. The minimum charge for any resource will be 4 hours. Travel expenses are not included in these rates and may be charged separately. The qualifications of each type and level of resource are defined in the tables found at
https ://www. motorolaso lutions. com/contenl/da m/msi/secu re/services/labor -rates-exhi bit-160408. pdf. All Motorola System Integration personnel assigned to this project will be classified according these levels. Project Administrative roles are varied and their specific duties and qualifications will be determined by the complexity and requirements of each project.

Exhibit D

SYSTEM ACCEPTANCE CERTIFICATE
Customer Name: --------------------------
Project Name: __________________________ _
This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that:

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

2. The System is accepted.

Customer Representative: Motorola Representative:

Signature: _____________ _ Signature: _____________ _
Print Name: ____________ _ Print Name: ____________ _
Title: ______________ _ Title: ______________ _
Date: ______________ _ Date: _____________ _
FINAL PROJECT ACCEPTANCE:

Motorola has provided and Customer has received all deliverables, and Motorola has performed all other Communication System and Services Agreement v.10.18.19 24 work required for Final Project Acceptance.

Customer Representative:

Signature: ___________ _
Print Name: ___________ _
Title: _____________ _
Date: _____________ _
Motorola Representative:

Signature: ___________ _
Print Name: ___________ _
Title: _____________ _
Date: _____________ _
Exhibit E

HGAC COOPERATIVE PURCHASING AGREEMENT
Cooperative Purchasing Program of Houston-Galveston Area Council of Governments ("HGAC") and Motorola's master agreement with HGAC, executed July 25, 2018, and identified as Contract No. RA-05-15
Communication System and Services Agreement v.10.18.19 25 • SVRIA
• County of Santa Clara
Exhibit F

ELIGIBLE PURCHASERS
• Fourteen cities and towns in Santa Clara County as listed • City of Campbell
• City of Cupertino (through the Sheriff's Office)
• City of Gilroy
• City of Los Altos
• Town of Los Gatos
• City of Milpitas
• City of Monte Sereno (through Los Gatos)
• City of Morgan Hill
• City of Mountain View
• City of Palo Alto
• City of San Jose
• City of Santa Clara
• City of Saratoga (through the Sheriff's Office)
• City of Sunnyvale
• Santa Clara Valley Water District
• Santa Clara Valley Transportation Authority (VTA)
• Public safety departments of accredited colleges located in Santa Clara County as listed:
• Foothill/DeAnza College
• San Jose/Evergreen Valley College
• West Valley/Mission College
• San Jose State University
· Communication System and Services Agreement v.10.18.19 26 made using the Administrative User Credentials may impact Motorola's ability lo perfonn Services or other obligations under the Agreement. In such cases, a revision to the appropriate rovislons of the Agreement, Including the Statement of Work, may be necessary, To the extent Motorola p ovldes assistance to correct any issues caused by or arising out of the use of or failure to maintain Adm nistratlve-User Credentials, Motorola wlll be entitled to bill Customer and Customer will pay Motorola on a time and materials basis for resolving the issue.

17.12. SURVIVAL OF TERMS. The following provisions will survive the ex iration or termination of this Agreement for any reason: Section 3.5 (Motorola Software); Section 3,6 (Noh-Motorola Software); If any payment obligations exist, Sections 6.2 and 6.3 (Contract Price and lnvoicin~ and Payment): Subsection

10.8 (Disclaimer of Implied _warranties); Section 12 (Disputes); Section 15 1(Limitation of Llablllty); and Section 16 (Confidentiality and Proprietary Rights); and all of the General pro~Jislons In Section 17.

17.13 COOPERATIVE PURCHASING. Eligible Purchasers may purchase Eq ipment or Services on terms set forth in this Agreement, including all Exhibits that are attached to this Agrdement and incorporated, as well as all necessary equipment and resources. Each Purchase Order mad~ by Eligible Purchasers, as defined in Exhibit F for purchase of Equipment or Services for use on t~e Silicon Valley Regional Communications System ("SVRCS"), shall include language on each purchase order that references this Agreement and an acknowledgement that the order shall be controlled by this rgreement.

17.13. ENTIRE AGREEMENT. This Agreement, Including all Exhibits, conslitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedJs all previous agreements, proposals, and understandings, whether written or oral, relating to this _subject If alter. This Agreement may be executed in multiple counterparts and shell have the same legal force an~ effect as If the Parties had executed it as a single document. The Parties may sign In writing, or by electronic ·signature, including by email. An electronic signature, or a facsimile copy or computer Image, suchi1 s a PDF or tiff Image, of a signature, shall be treated as and shall have the same effect as an origina signature, In addition, an electronic signature, a true and correct facsimile copy or computer image of thi Agreement shall be treated as and shall have the same effect as an original signed copy of this docume±. This Agreement may be amended or modified only by a written Instrument signed by authorized repr sentatives of both Parties.

The preprinted terms and conditions found on any Customer purchase or purch se order, acknowledgment or other form will not be considered an amendment or modification of his Agreement, even If a representative of each Party signs that document.
· The Parties hereby enter into this Agreement as of the Effective Date.

Motorola Solutions, Inc,
By: y7~
Name: MtuA. 4/1/el)o)k,'f~
TIiie: Jtl1.SS5J;-- (/;c ~ -/lt!,3 ,-J~ut=
Date: ____,:f::;.;!:\:N2:::.u>,1=--.;2c...:~:;;..i.. , ..::;ZV. c=.:2=-=v'----- Communlcallon System and Services Agreement v.10.18.19
Customer: 5VRIA
Name: Denise J. Sellers
Title: Executive Director
Date: D~ /o q) 2ll()
Approved as to Form: 1
/ ~ Jh 6- ' . Gary, :aaum, General Counsel SVRIA '/ I
I
I 17

SUBSCRIPTION SERVICES ADDENDUM
This Addendum to the Communications System and Services Agreement or other previously executed and currently in force Agreement, as applicable ("Primary Agreement") provides additional or different terms and conditions to govern the sale of radios (for example APX NEXT) or other products requiring subscription based services ("Addendum"). The terms in this Addendum are integral to and incorporated into the Primary Agreement signed by the Parties.

The terms of the Addendum, including addendums, exhibits, and attachments combined with the terms of any applicable Incorporated Documents will govern the products and services offered pursuant to this Addendum. To the extent there is a conflict between the terms and conditions of the Addendum and the terms and conditions of the applicable Incorporated Documents, the Incorporated Documents take precedence.

1. DEFINITIONS
All capitalized terms not otherwise defined in this Addendum shall have the same meaning as defined in the Primary Agreement. Any reference to the purchase or sale of software or other Intellectual Property shall mean the sale or purchase of a license or sublicense to use such software or Intellectual Property in accordance with this Addendum.
"Administrator" means Customer's designated system administrator who receives administrative logins for the Subscription Services and issues access rights to Customer's Users. "Anonymized" means having been stripped of any personal or correlating information revealing original source or uniquely identifying a person or entity.
"Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine-recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Addendum, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Addendum; or is explicitly approved for release by written authorization of the disclosing Party. Motorola acknowledges that Customer is a public entity subject to the State of California Public Records Act. If a public request is made to examine information that Motorola considers confidential information, Customer will inform Motorola of said request and Motorola will be responsible to take any and all action necessary, including court action, to prevent said information from being disseminated. Confidential information includes but is not limited to trade secret information which would include, for example, Motorola documentation detailing a formula, program, device, method, process, pattern, or technique. "Customer Data" means Native Data provided by Customer to Motorola hereunder to be processed and used in connection with the Subscription Services. Customer Data does not include data provided by third parties and passed on to Motorola.
"Documentation" means the technical materials provided by Motorola to Customer in hard copy or electronic form describing the use and operation of the Solution and Software, including any technical manuals, but excluding any sales, advertising or marketing materials or proposals. "Effective Date" means, as applicable, the date of the last signature to include this Addendum ., unless Subscription Service Addendum 1
access to the Subscription Service occurs later, in which case, the Effective Date will be the date when Customer first has access to the Subscription Services. "Feedback" means comments or information, in oral or written form , given to Motorola by Customer, in connection with or relating to the Solution and Subscription Services. "Force Majeure" which means an event, circumstance, or act that is beyond a Party's reasonable control, such as an act of God, an act of the public enemy, an act of a government entity, other than a party to this Agreement, strikes, other labor disturbances, supplier performance, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, riots, or any other similar cause. "Licensed Product" means 1) Software, whether hosted or installed at Customer's site, 2) Documentation; 3) associated user interfaces; 4) help resources; and 5) any related technology or other services made available by the Solution.
"Native Data" means data that is created solely by Customer or its agents. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, ideas and concepts, moral rights, processes, methodologies, tools, techniques, and other intellectual property rights. "Software" means the Motorola owned or licensed off the shelf software programs delivered as part of the Licensed Products used to provide the Subscription Services, including all bug fixes, updates and upgrades.
"Solution" means collectively, the Software, servers and any other hardware or equipment operated by Motorola and used in conjunction with the Subscription Services. "Statement of Work" If included, the Statement of Work ("SOW") describes the Subscription Services, Deliverables (if any), Licensed Products and Solution that Motorola will provide to Customer under this Addendum, and the other work-related responsibilities that the parties owe to each other. The Statement of Work may contain a performance schedule.
"Subscription Services" or "Services" means those subscription services to be provided by Motorola to Customer under this Addendum, the nature and scope of which are more fully described in the Documentation, proposal, SOW, or other Solution materials provided by Motorola, as applicable. "Users" means Customer's authorized employees or other individuals authorized to utilize the Subscription Services on behalf of Customer and who will be provided access to the Subscription Services by virtue of a password or equivalent security mechanism implemented by Customer.

2. SCOPE

2.1 Subscription Services. Motorola will provide to Customer the Subscription Services and Deliverables (if any). As part of the Subscription Services, Motorola will allow Customer to use the Solution described in the Statement of Work, Documentation, proposal, or other Solution materials provided by Motorola ("Incorporated Document(s)"), as applicable. Some Subscription Services will also be subject to additional terms unique to that specific Subscription Service. Such additional terms will be set forth in a Statement of Work, as applicable. In the event of a conflict between an Addendum and a Statement of Work, the Addendum will govern resolution of the conflict. Motorola and Customer will perform their respective responsibilities as described in this Addendum and Statement of work and any applicable Incorporated Documents.

2.2 Changes. Customer may request changes to the Services. If Motorola agrees to a requested Subscription Service Addendum 2
change, the change must be confirmed in writing and signed by authorized representatives of both parties. A reasonable price adjustment will be made if any change affects the time of performance or the cost to perform the Services.

2.3 Non-solicitation. For twelve (12) months after the effective date of this Agreement, Customer will not actively solicit the employment of any Motorola personnel who is involved directly with providing any of the Services

3. TERM

3.1 Term. The term is set forth in the Primary Agreement.

3.2 Minimum Initial Term. For certain Subscription Services, a minimum initial term greater than one year may be required ("Minimum Initial Term"). Following the Minimum Initial Term , this Addendum will automatically renew upon each anniversary of the Effective Date for a successive renewal term of the same duration as the Minimum Initial Term, unless either Party: 1) notifies the other of its intention to not renew the Addendum (in whole or part) at least thirty (30) days before the anniversary date; 2) requests an alternate term; or 3) terminates in accordance with the termination provision in the Addendum , including non-payment of fees for the renewal period by the anniversary date.

3.3 Renewals. The terms and conditions of the Addendum will govern any renewal periods.

4. CUSTOMER OBLIGATIONS. Customer will fulfill all of its obligations in this Addendum, including applicable Statement(s) of Work and Incorporated Documents in a timely and accurate manner. Failure to do so may prevent Motorola from performing its responsibilities.

4.1 Access. To enable Motorola to perform the Subscription Services, Customer will provide to Motorola reasonable access to relevant Customer information, personnel, systems, and office space when Motorola's employees are working on Customer's premises, and other general assistance. Further, if any equipment is installed or stored at Customer's location in order to provide the Subscription Services, Customer will provide, at no charge, a non-hazardous environment with adequate shelter, heat, light, power, security, and full and free access to the equipment.

4.2 Customer Information. If the Documentation, Statement of Work, proposal, or other related documents contain assumptions that affect the Subscription Services or Deliverables, Customer will verify that they are accurate and complete. Any information that Customer provides to Motorola concerning the Subscription Services or Deliverables will be accurate and complete in all material respects. Customer will make timely decisions and obtain any required management and third party approvals or consents that are reasonably necessary for Motorola to perform the Subscription Services and its other duties under this Addendum. Unless the Statement of Work states the contrary, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions and Customer-provided information, decisions and approvals described in this paragraph.

4.3 Risk of Loss. If any portion of the Solution resides on Customer premises or is under Customer's control in any way, Customer shall at all times exercise reasonable care in using and maintaining the Solution in accordance with Motorola's instructions for proper use and care. Risk of loss to any equipment in Customer's possession will reside with Customer until removed by Motorola or its agent or returned by Customer. Customer will be responsible for replacement costs of lost or damaged equipment, normal wear and tear excluded.

Subscription Service Addendum 3

4.4 Equipment Title. Unless Customer is purchasing equipment pursuant to the terms in the Primary Agreement and unless stated differently in this.Addendum or in the Incorporated Documents, title to any equipment provided to Customer in connection with the Subscription Services remains vested in Motorola at all times. Any sale of equipment pursuant to this Addendum will be governed by the terms and conditions set forth in the Primary Agreement.

4.5 Enable Users. Customer will properly enable its Users to use the Subscription Services, including providing instructions for use, labeling, required notices, and accommodation pursuant to applicable laws, rules, and regulations. Unless otherwise agreed in the Incorporated Documents, Customer will train its Users on proper operation of the Solution and Licensed Products. Customer agrees to require Users to acknowledge and accept the limitations and conditions of use of the Licensed Products in this Addendum prior to allowing Users to access or use Subscription Services.

4.6 Non-preclusion. If, as a result of the Subscription Services performed under this Addendum, Motorola recommends that Customer purchase products or other services, nothing in this Addendum precludes Motorola from participating in a competitive opportunity or otherwise offering or selling the recommended products or other services to Customer, with the exception of when Motorola consults directly on or drafts an RFP on behalf of Customer. Motorola is specifically prohibited to bid on any RFP or RFQ where it has drafted or provided extensive assistance on the drafting of the RFP or RFQ ..

5. Subscription Fees.

5.1 Recurring Fees. Unless stated differently in an applicable Statement of Work, Incorporated Documents or otherwise arranged in writing with Motorola, Services will be provided in exchange for annual pre-paid Subscription Fees. Motorola will submit an invoice for the first year of subscription fees on the Effective Date. On each anniversary of the Effective Date, Motorola will issue an invoice for the annual subscription fees for the following year.

5.1.1 No Purchase Order Requirement. For a Subscription Services Term exceeding one year, Customer affirms that a purchase order or notice to proceed is not required for Motorola to proceed with the entire scope of work described in the Incorporated Documents for subsequent years, including but not limited to multi-year subscription agreements.

5.2 Start Up Fees. Start up fees apply to certain Subscription Services. If the Subscription Service includes start up fees, Motorola will submit an invoice for the start up fees on the Effective Date.

5.3 Fee Change. Motorola reserves the right to change the subscription fees at the end of each Subscription Services Term. Except for any payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Motorola reserves the right to terminate Service for non-payment of fees .

5.4 No Price Guarantee. Notwithstanding any language to the contrary, the pricing and fees associated with this Addendum will not be subject to any most favored pricing commitment or other similar low price guarantees.

5.5 Taxes. The Subscription Fees and start up fees do not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer, except as exempt by law. If Motorola is required to pay any of those taxes, it will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within thirty (30) days after the date of the invoice. Motorola will be solely responsible for reporting taxes on its income or net worth.

Subscription Service Addendum 4

6. ACCEPT ANGE; SCHEDULE; FORCE MAJ EURE

6.1 Acceptance. The Licensed Products will be deemed accepted upon the delivery of usernames and passwords or other validation mechanism to Customer. If usernames and passwords have been issued to Customer prior to the Effective Date, the Licensed Products will be deemed accepted on the Effective Date.

6.2 Schedule. All Subscription Services will be performed in accordance with the performance schedule included in the Statement of Work, or if there is no performance schedule, within a commercially reasonable time period.

6.3 Force Majeure. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. Each Party will notify the other in writing if it becomes aware of any Force Majeure that will significantly delay performance. The notifying Party will give the notice promptly (but in no event later than fifteen (15) days) after it discovers the Force Majeure.

7. LIMITED LICENSE

7.1 Licensed Products. Use of the Licensed Products by Customer and its Users is strictly limited to use in connection with the Solution or Subscription Services during the Term . Customer and Users will refrain from, and wil l require others to refrain from, doing any of the following with regard to the Software in the Solution: (i) directly or indirectly, by electronic or other means, copy, modify, or translate the Software; (ii) directly or indirectly, by electronic or other means, reproduce, reverse engineer, distribute, sell, publish, commercially exploit, rent, lease, sublicense, assign or otherwise transfer or make available the Licensed Products or any part thereof to any third party, or otherwise disseminate the Licensed Product in any manner; (i ii) directly or indirectly, by electronic or other means, modify, decompile, or disassemble the Software or part thereof, or attempt to derive source code from the Software; or (iv) remove any proprietary notices, labels, or marks on the Software or any part of the Licensed Products.

Motorola Solutions reserves all rights to the Software and other Licensed Products not expressly granted herein, including without limitation, all right, title and interest in any improvements or derivatives conceived of or made by Motorola that are based, either in whole or in part, on knowledge gained from Customer Data. Customer agrees to abide by the copyright laws of the United States and all other relevant jurisdictions, including without limitation, the copyright laws where Customer uses the Solution.

Customer agrees to immediately cease using the Solution if it fails to comply with this paragraph or any other part of this Addendum . If Software is subject to a click wrap, end user license agreement or is otherwise packaged with or subject to a separate end user license, such license will apply to the use of Software and Licensed Product. ·

7.2 Proprietary Rights. Regardless of any contrary provision in this Addendum, Motorola or its third party providers own and retain all of their respective Proprietary Rights in the Software, Solution, and Licensed Product. Nothing in this Addendum is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing Services to Customer remain vested exclusively in Motorola, and this Addendum does not grant to Customer any shared development rights of intellectual property. No custom development work is to be performed under this Addendum.

8. DATA AND FEEDBACK

8.1 Solution Data. To the extent permitted by law, Motorola, its vendors and licensors are the exclusive owners of all right, title, and interest, in and to the Solution Data, including all intellectual property rights therein. Motorola grants Customer a personal, royalty-free, non-exclusive license to: (i) access, view, use, copy, and store the Solution Data for its internal business purposes and, (ii) when specifically permitted by the applicable Statement of Work, publish Solution Data on its websites for viewing by the public.

Subscription Service Addendum 5

8.2 Customer Data. To the extent permitted by law, Customer retains ownership of Customer Data.

Customer grants Motorola and its subcontractors a personal, royalty-free, non-exclusive license to use, host, cache, store, reproduce, copy, modify, combine, analyze, create derivatives from, communicate, transmit, publish, display, and distribute such Customer Data for the purpose of providing the Subscription Services to Customer.

8.3 Feedback, Any Feedback given by Customer is entirely voluntary and, even if designated as confidential, will create no confidentiality obligation for Motorola. Motorola is free to use, reproduce, license or otherwise distribute and exploit the Feedback without any obligation to Customer, except that Motorola may not identify Customer or utilize Customer for advertising purposes, without the prior written permission of Customer. Customer acknowledges that Motorola's receipt of the Feedback does not imply or create recognition by Motorola of either the novelty or originality of any idea. The parties further agree that all fixes, modifications and improvement to the Licensed Product or Subscription Service conceived of or made by Motorola that are based, either in whole or in part, on the Feedback are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements to the Licensed Product or Subscription Service will vest solely in Motorola. 9 WARRANTY

9.1 "AS IS". THE SOLUTION AND SUBSCRIPTION SERVICES ARE PROVIDED "AS IS".

MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Customer acknowledges that the Deliverables may contain recommendations, suggestions or advice from Motorola to Customer (collectively, "Recommendations"). Motorola makes no warranties concerning those Recommendations, and Customer alone accepts responsibility for choosing whether and how to implement the Recommendations and the results to be realized from implementing them.

9.2 Availability and Accuracy. Customer acknowledges that functionality of the Solution as well as availability and accuracy of Solution Data is dependent on many elements beyond Motorola's control, including databases managed by Customer or third parties and Customer's existing equipment, software, and Customer Data. Therefore, Motorola does not guarantee availability or accuracy of data, or any minimum level of coverage or connectivity. Interruption or interference with the Subscription Services or Solution may periodically occur. Customer agrees not to represent to any third party that Motorola has provided such guarantee.

9.3 Equipment Sale. Warranty for any equipment sold pursuant to this Addendum will be set forth in the Primary Agreement.

10. DISCLAIMERS

10.1 Existing Equipment and Software. If Customer's existing equipment and software is critical to operation and use of the Subscription Services, Customer is solely responsible for supporting and maintaining Customer's existing equipment and software. Connection to or interface with Customer's existing equipment and software may be required to receive Subscription Services. Any failures or deficiencies of Customer's existing equipment and software may impact the functionality of the Solution and the Subscription Services to be delivered. Any vulnerabilities or inefficiencies in Customer's system may also impact the Solution and associated Subscription Services.

10.2 Privacy. Customer bears sole responsibility for compliance with any laws and regulations regarding tracking; location based services; gathering, storing, processing, transmitting, using or misusing; or otherwise handling personally identifiable information ("PII"), including information about Users of the Solution or citizens in the general public. Further, it is Customer's sole responsibility to comply with any laws or regulations prescribing the measures to be taken in the event of breach of privacy or accidental disclosure of any PII. Enacting and enforcing any internal .privacy policies for the protection of PII, including individual disclosure and consent mechanisms, limitations on use of the information, and commitments with respect to the storage, use, deletion and processing of PII in a Subscription Service Addendum 6
manner that complies with applicable laws and regulations will be Customer's sole responsibility.

Motorola will not evaluate the sufficiency of such policies and disclaims any responsibility or liability for privacy practices implemented by Customer, or lack thereof. Customer acknowledges and agrees that Subscription Services and the Solution are not designed to ensure individual privacy. Customer will inform Users that the Solution may enable visibility to PII, as well as physical location of individuals.

Further, if the Solution or Subscription Services are available to the general public pursuant to this Addendum, Customer will provide the appropriate privacy notification. Neither Motorola nor Customer can provide any assurance of individual privacy in connection with the Solution. Further, Customer is solely responsible for determining whether and how to use data gathered from social media sources for the purpose of criminal investigations or prosecution. Customer will hold Motorola harmless from any and all liability, expense, judgment, suit, or cause of action, which may accrue against Motorola for causes of action for damages related to tracking, location based services, breach of privacy, and the use or misuse of PII provided that Motorola gives Customer prompt, written notice of any such claim or suit. Motorola shall cooperate with Customer in its defense or settlement of such claim or suit.

10.3 Social Media. If Customer purchases Subscription Services that utilize social media, Customer acknowledges and agrees that such Subscription Services are not designed to ensure individual privacy.

In such case, Customer will inform Users that the Solution and Subscription Services may enable visibility to PII, as well as physical location of individuals. Further, if the Solution or Subscription Services are available to the general public pursuant to this Addendum, Customer will provide the appropriate privacy notification. Neither Motorola nor Customer can provide any assurance of individual privacy in connection with the Solution or Subscription Services utilizing social media. Further, Customer is solely responsible for determining whether and how to use data gathered from social media sources for the purpose of criminal investigations or prosecution. Customer will hold Motorola harmless from any and all liability, expense, judgment, suit, or cause of action, which may accrue against Motorola for causes of action for damages related to tracking , location based services, breach of privacy, and the use or misuse of PII provided that Motorola gives Customer prompt, written notice of any such claim or suit. Motorola shall cooperate with Customer in its defense or settlement of such claim or suit.

10.4 Misuse. Motorola reserves the right to discontinue service at any time without notice to Users that misuse the Service, jeopardize the Licensed Product or public safety in any way.

11. LIMITATION OF LIABILITY

11.1 Liability Limit. Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Subscription Services provided under this Addendum. AL THOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF

SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL

DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS ADDENDUM OR THE PERFORMANCE OF THE SUBSCRIPTION SERVICES BY MOTOROLA. This limitation of liability provision survives the expiration or termination of this Addendum and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Addendum may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account.
11 .2 Additional Disclaimers. MOTOROLA DISCLAIMS ANY AND ALL LIABILITY FOR ANY AND ALL LOSS OR COSTS OF ANY KIND ASSOCIATED WITH 1) THE INTERRUPTION, INTERFERENCE

OR FAILURE OF CONNECTIVITY, VULNERABILITIES OR SECURITY EVENTS, WHETHER OR NOT THEY ARE DISCOVERED BY MOTOROLA; 2) PERFORMANCE OF CUSTOMER'S EXISTING EQUIPMENT AND SOFTWARE OR ACCURACY OF CUSTOMER DATA; 3) IF ANY PORTION OF THE

SOLUTION OR LICENSED PRODUCT RESIDES ON CUSTOMER'S PREMISES, DISRUPTIONS OF

AND/OR DAMAGE TO CUSTOMER'S OR A THIRD PARTY'S INFORMATION SYSTEMS, EQUIPMENT, Subscription Service Addendum 7

AND THE INFORMATION AND DATA, INCLUDING, BUT NOT LIMITED TO, DENIAL OF ACCESS TO A

LEGITIMATE SYSTEM USER, AUTOMATIC SHUTDOWN OF INFORMATION SYSTEMS CAUSED BY

INTRUSION DETECTION SOFTWARE OR HARDWARE, OR FAILURE OF THE INFORMATION SYSTEM RESULTING FROM THE PROVISION OR DELIVERY OF THE SERVICE; 4) AVAILABILITY OR ACCURACY OF SOLUTION DATA; 5) INTERPRETATION, USE OR MISUSE IN ANY WAY OF SOLUTION DATA; 6) IMPLEMENTATION OF RECOMMENDATIONS PROVIDED IN CONNECTION WITH THE SUBSCRIPTION SERVICES; 7) TRACKING, AND LOCATION BASED SERVICES, BREACH OF PRIVACY, AND THE USE OR MISUSE OF PERSONALLY IDENTIFIABLE INFORMATION. 11 .3 Essential term. The parties acknowledge that the prices have been set and the Addendum entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties.
12 DEFAULT AND TERMINATION

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

12.2 Failure To Cure. If a defaulting Party fails to cure the default as provided above in Section 12.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Addendum. In the event of a termination-for default, the defaulting Party will promptly return to the nondefaulting Party any of its Confidential Information. If Customer is the non-defaulting Party, terminates this Addendum as permitted by this Section, and procures the Services through a third party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to procure the Services (but not additional or out of scope services) less the unpaid portion of the Contract Price. Customer agrees to mitigate damages and provide Motorola with detailed invoices substantiating the charges.

12.3 No Refund. If a subscription is terminated for any reason prior to the end of the Subscription Services Term or other subscription period set forth in the Incorporated Documents or otherwise agreed to in writing by the Parties, no refund or credit will be provided.

12.4 Cancellation Fee. If an Initial Minimum Term applies and Customer terminates prior to the end of the Initial Minimum Term, Customer will be required to pay a cancellation fee of up to fifty percent (50%) of the remaining balance of subscription fees for the Initial Minimum Term.

12.5 Return of Discount. If Customer is afforded a discount in exchange for a term commitment longer than one year, early termination will result in an early termination fee, representing a return of the discount off of list price.

12.6 Return Confidential Information. Upon termination or expiration of the Addendum, Customer will return or certify the destruction of all Confidential Information and Solution Data.

12.7 Connection Terminated. Certain Subscription Services require a connection to Customer systems to access Customer Data (e.g. predictive or analytic services). Upon termination, connection to · relevant data sources will be disconnected and Motorola will no longer extract any Customer Data.

Subscription Service Addendum 8

12.8 Equipment Return. Any equipment provideq by Motorola for use with the Subscription Services, that Customer has not already paid for, must be returned within thirty (30) days of the date of termination, at Customer's expense. If equipment is not returned within this time frame, Motorola reserves the right to invoice the Customer for the purchase price of the unreturned equipment.

13. DISPUTES
See Primary Agreement.

14. SECURITY.

14.1 Industry Standard. Motorola will maintain industry standard security measures to protect the Solution from intrusion, breach, or corruption. During the term of Addendum, if the Solution enables access to Criminal Justice Information ("CJI"), as defined by the Criminal Justice Information Services Security Policy ("CJIS"), Motorola will provide and comply with a CJIS Security Addendum. Any additional Security measure desired by Customer may be available for an additional fee.

14.2 Background checks. Motorola will require its personnel that access CJI to submit to a background check based on submission of FBI fingerprint cards.

14.3 Customer Security Measures. Customer is independently responsible for establishing and maintaining its own policies and procedures and for ensuring compliance with CJIS and other security requirements that are outside the scope of the Subscription Services provided. Customer must establish and ensure compliance with access control policies and procedures, including password security measures. Further, Customer must maintain industry standard security and protective data privacy measures. Motorola disclaims any responsibility or liability whatsoever for the security or preservation of Customer Data or Solution Data once accessed or viewed by Customer or its representatives. Motorola further disclaims any responsibility or liability whatsoever that relates to or arise from Customer's failure to maintain industry standard security and data privacy measures and controls, including but not limited to lost or stolen passwords. Motorola reserves the right to terminate the Service if Customer's failure to maintain or comply with industry standard security and control measures negatively impacts the Service, Solution, or Motorola's own security measures.

14.4 Breach Response Plan. Both parties will maintain and follow a breach response plan consistent with the standards of their respective industries.

15. CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS

15.1 . CONFIDENTIAL INFORMATION.

15.1 .1 INTENTIONALLY OMITTED.

15.1.2. Ownership of Confidential Information. The disclosing Party owns and retains all of its Proprietary Rights in and to its Confidential Information, except the disclosing Party hereby grants to the receiving Party the limited right and license, on a non-exclusive, irrevocable, and royalty-free basis, to use the Confidential Information for any lawful, internal business purpose in the manner and to the extent permitted by this Addendum.

15.2. PRESERVATION OF PROPRIETARY RIGHTS.

15.2.1 Proprietary Solution. Customer acknowledges that the Licensed Products and any associated Documentation, data, and methodologies used in providing Services are proprietary to Motorola or its Subscription Service Addendum 9
third party licensors and contain valuable trade secrets. In accordance with this Addendum, Customer and its employees shall treat the Solution and all Proprietary Rights as Confidential Information and will maintain the strictest confidence.

15.2.2. Ownership. Each Party owns and retains all of its Proprietary Rights that exist on the Effective Date. Motorola owns and retains all Proprietary Rights that are developed, originated, or prepared in connection with providing the Deliverables or Services to Customer, and this Addendum does not grant to Customer any shared development rights. At Motorola's request and expense, Customer will execute all papers and provide reasonable assistance to Motorola to enable Motorola to establish the Proprietary Rights. Unless otherwise explicitly stated herein, this Addendum does not restrict a Party concerning its own Proprietary Rights and is not a grant (either directly or by implication, estoppel, or otherwise) of a Party's Proprietary Rights to the other Party.

15.3 Remedies. Because Licensed Products contain valuable trade secrets and proprietary information of Motorola, its vendors and licensors, Customer acknowledges and agrees that any actual or threatened breach of this Section will constitute immediate, irreparable harm to Motorola for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. Notwithstanding anything in this Addendum to the contrary, Motorola reserves the right to obtain injunctive relief and any other appropriate remedies from any court of competent jurisdiction in connection with any actual, alleged, or suspected breach of Section 3, infringement, misappropriation or violation of Motorola's Property Rights, or the unauthorized use of Motorola's Confidential Information.

Any such action or proceeding may be brought in any court of competent jurisdiction. Except as otherwise expressly provided in this Addendum, the parties' rights and remedies under this Addendum are cumulative.

16. GENERAL

16.1 Future Regulatory Requirements. The Parties acknowledge and agree that this is an evolving technological area and therefore, laws and regulations regarding Subscription Services and use of the Solution may change. Changes to existing Subscription Services or Solution required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the Fees for services.

16.2 Compliance with Applicable Laws. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Addendum. Further, Customer will comply with all applicable export and import control laws and regulations in its use of the Licensed Products and Subscription Services. In particular, Customer will not export or re-export the Licensed Products without Motorola's' prior written consent, and, if such consent is granted, without Customer first obtaining all required United States and foreign government licenses. Customer further agrees to comply with all applicable laws and regulations in providing the Customer Data to Motorola, and Customer warrants and represents to Motorola that Customer has all rights necessary to provide such Customer Data to Motorola for the uses as contemplated hereunder. Customer shall obtain at its expense all necessary licenses, permits and regulatory approvals required by any and all governmental authorities as may from time to time be required in connection with its activities related to this Addendum. To the extent permitted by applicable law, Customer will defend, indemnify, and hold harmless Motorola from and against any violation of such laws or regulations by Customer or any of its agents, officers, directors, or employees.

16.3 Audit. Motorola reserves the right to monitor and audit use of the Subscription Services.

Customer will cooperate and will require Users to cooperate with such monitoring or audit.

Subscription Service Addendum 10

16.4 Assignability. Except as provided herein, neither Party may assign this Addendum or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Addendum to any of its affiliates with similar capabilities to perform under this Agreement, or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Addendum such that it will continue to benefit the Separated Business and its affiliates as long as the assignee has similar capabilities to Motorola to perform under this Addendum (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work to a subcontractor with similar capabilities as Motorola to perform under this Addendum, but subcontracting will not relieve Motorola of its duties under this Addendum.

16.5 Subcontracting. Motorola may subcontract any portion of the Subscription Services to a subcontractor with similar capabilities as Motorola to perform under this Addendum without prior notice or consent of Customer.

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

16.7 Severability. If a court of competent jurisdiction renders any part of this Addendum invalid or otherwise unenforceable, that part will be severed and the remainder of this Addendum will continue in full force and effect.

16.8 Independent Contractors. Each Party will perform its duties under this Addendum 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 Addendum will be interpreted as granting either Party the right or authority to make .commitments of any kind for the other. This Addendum will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind.

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

16.10 Governing Law. This Addendum and the rights and duties of the parties will be governed by and interpreted in accordance with the laws of the California. Venue for any litigation concerning this Agreement shall be the Santa Clara County St1perior Court.

16.11 Notices. Notices required under this Addendum to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or OHL), or by facsimile with correct answerback received, and will be effective upon receipt.

16.12 Authority To Execute Addendum. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Addendum and to perform its duties under this Addendum ; the person executing this Addendum on its behalf has the authority to do so; upon execution and delivery of this Addendum by the parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Addendum does not violate any bylaw, charter, regulation, law or any other governing authority of the Party.

Subscription Service Addendum 11

16.13 Return of Equipment. Upon termination of the contract for any reason, Customer shall return to Motorola all equipment delivered to Customer, if any.

16.14. Survival Of Terms. The following provisions survives the expiration or termination of this Addendum for any reason: if any payment obligations exist, Section 5 (Subscription Fees); Section 11 (Limitation of Liability); Section 12 (Default and Termination); Section 13 (Disputes); Section 15 (Confidential Information and Proprietary Rights);; and all General provisions in Section 16.

16.15. ENTIRE AGREEMENT. This Addendum, the Primary Agreement, and any Incorporated Documents or related attachments constitute the entire agreement of the Parties regarding the subject matter of this Addendum and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Addendum may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be · considered an amendment or modification of this Addendum , even if a representative of each Party signs that document. 1
Subscription Service Addendum 12
Radio Upgrade Program Addendum
This Radio Upgrade Program ("Program") Addendum allows for the streamlined purchase and/or replacement of the SYRIA agencies P25 trunked radios. The program is a guaranteed commitment of P25 trunked radios over an 8-year shipping period, at a significantly discounted rate.

This Addendum to the Communications System and Services Agreement or other previously executed and currently in force Agreement, as applicable ("Primary Agreement") provides additional or different terms and conditions to govern the sale of P25 trunked radios through the Program. The terms in this Addendum are integral to and incorporated into the Primary Agreement signed by the Parties.

The terms of the Addendum, including addendums, exhibits, and attachments will govern the products and services offered pursuant to this Addendum. To the extent there is a conflict between the terms and conditions of the Addendum and the terms and conditions of the Primary Agreement, this Addendum will take precedence.

This Addendum, including Exhibit A, attached hereto, and incorporated herein is intended to be utilized as a vehicle for SYRIA's Members and Participants to enter into a long term commitment to purchase radios from Motorola at a significantly enhanced discount by committing in advance to purchase a total number of radios over a fixed period of years. The discounts will range from an additional 10% - 30% on top of the base discount depending on the number of radios purchased by SYRIA agencies. At the time of entering into this Agreement the exact total number of radios that any Member or Participant may wish to agree to purchase is not known. The discounts will be determined when the SYRIA agencies inform Motorola how many radios they will purchase through this program over the term of the agreement. This Addendum is designed to serve as terms and conditions for future individual agreements with any Member or Participant of SYRIA that desires to enter into this discounted commitment to purchase arrangement. It is not anticipated that SYRIA will purchase through this arrangement, but SYRIA is not prohibited from doing so.

All capitalized terms not otherwise defined in this Addendum shall have the same meaning as defined in the Primary Agreement. Any reference to the purchase or sale of software or other Intellectual Property shall mean the sale or purchase of a license or sub license to use such software or Intellectual Property in accordance with this Addendum.

The term "Customer", used herein also includes any Member or Participant in the Silicon Valley Regional Interoperability Authority ("SYRIA") to the extent that such Member or Patiicipant Radio Upgrade Program Addendum
may issue purchase orders as Eligible Purchasers for Equipment or Services for use on the Silicon Valley Regional Communications System ("SVRCS") and shall include language on each purchase order that references this Radio Upgrade Program Addendum and acknowledges the order shall be controlled by this Addendum and the Primary Agreement. A list of the Parties who may become a Customer by issuing a purchase order is attached as Exhibit F - Eligible Purchasers to the Primary Agreement.

1. Equipment that is pati of this Program is described in the Radio Upgrade Equipment List found in Appendix A, and it contains the APX series of radios and applicable accessories.

The cost for the equipment is included in radio packages, with the relevant discounts detailed. The cost for accessories is not itemized in Appendix A, but the discount levels received on the equipment are shown by APC code.
a. The APX radios are provided in packages in Appendix A. Customer can order APX model radio or package as required, with the necessary features that are available. The Customer would need to pay the difference for any enhanced features, and that feature will be discounted at the discount percentage level that the Customer is getting for the APX product line.
b. If Motorola discontinues the APX product line, the Customer will be able to get the replacement radio at the September 2020 price with the system discount level. c. Next Generation Radio During the term of this agreement, Motorola may introduce a next generation radio product line. To buy the Next Generation Radio (and to determine the price the Customer will pay for that radio) the patties will apply the discounts for 'like for like' equipment and features based on the same Motorola product code then adding the price for new equipment options to determine the Next Generation Radio total price. Any discounts applied to the price for new equipment (i.e. equipment with product codes which may be later added to the program) will be mutually agreed.

2. The Customer will make a fixed payment to Motorola yearly, as described in Appendix A. In exchange, the Customer will guarantee the purchase and shipment of radios, yearly, as described in Appendix A (Shipment Schedule). The annual minimum shipment value of the program is shown in Appendix A. Additional equipment, radios and/or accessories can be added via a change order process and the value of the change order will count towards the minimum shipment value.

3. The Customer can adjust the Shipment Schedule but must meet the minimum value of shipped equipment each year. The Customer can place the order for equipment Radio Upgrade Program Addendum
2 semiannually. The Customer can add additional Po1iable, Mobile and Control Station Radios, via a change order process.

4. Each year, the Customer will approve what will be shipped, including the quantities, makes/models/features and needed accessories. Motorola will provide final equipment lists, including options, accessories, and shipping destination details prior to each shipment, which the Customer must approve in writing. Shipments may be modified to ship paiiial and early, but the Customer must meet the minimum shipment value within a calendar year. In the event that an agreed upon annual shipment total value is decreased due to non appropriation or other reason, Motorola reserves the right to renegotiate the discount applied for that year in order to apply discounts commensurate to the new, annual shipment.

5. If the Customer takes a larger shipment in the earlier years of the contract, then it will receive a credit in future years, to balance out the minimum shipment commitment per year.

A Change Order will allow that an annual shipment minimum (dollars) can be reduced by the Customer (if desired) by the amount that the prior year shipment exceeded the original shipment schedule for the same year. The value of the annual shipment (accelerated shipment plus scheduled shipment) cannot exceed the annual payment.

6. Warranty for all radios/equipment ordered under the Radio Upgrade program stati 30 days after receipt of the equipment, in order to provide time for programming.

7. The Customer will be responsible for local warehousing of the Equipment upon arrival at Customer's destination point.

8. The Customer will be responsible for the removal and disposition of any equipment to be replaced through this program.

9. Any purchase orders for replacement radios and equipment issued by the Customer shall be subject to the terms and conditions of this Addendum, conflicting or different terms contained in a purchase order or ordering document shall not be binding.

10. Acceptance for any products provided in this Program will be separate from, and have no impact on, System Acceptance for any goods or services described in the Primary Agreement.

11. In the case of non-appropriation or termination for convenience, Customer shall have the option, in its sole discretion, to terminate this Agreement, and receive the total balance of funds in an equipment shipment.

Radio Upgrade Program Addendum
3 12. SYRIA is not financially responsible for payment for any purchase made directly by a SYRIA Member or SYRIA Participant through their own Purchase Orders. SYRIA is only financially responsible for purchases made by directly by SYRIA for the benefit of SYRIA.

Attachment: Appendix A
Radio Upgrade Program Addendum
4 DocuSign Envelope ID: 4924AB7C-4EA3-4615-8E52-1407B8F038A5 H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons· Houston, Texas 77227-2777 Cooperative Agreement - Motorola Solutions, Inc. - Public Services - 18~00196

GENERAL PROVISIONS
This Agreement is made and entered into, by and between the Houston-Galveston Area Council hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027 and Motorola Solutions, Inc., hereinafter referred to as the Contractor, having its principal place of business at 500 West Monroe Street, 44th Floor, Chicago, IL 60661.

WITNESSETH:

WHEREAS, H-GAC hereby engages the Contractor to perform certain services in accordance with the specifications of the Agreement; and
WHEREAS, the Contractor has agreed to perform such services in accordance with the specifications of the Agreement;
NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows:

ARTICLE 1: LEGAL AUTHORITY
Both parties warrant and assure that each possesses adequate legal authority to enter into this Agreement. The governing body, where applicable, has authorized the signatory official(s) to enter into this Agreement and bind the respective parties to the terms of this Agreement and any subsequent amendments hereto.

ARTICLE 2: APPLICABLE LAWS
The Contractor agrees to conduct all activities under this Agreement in accordance with all applicable rules, regulations, directives, standards, ordinances, and laws, in effect or promulgated during the term of this Agreement, including without limitation, workers' compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith.

ARTICLE 3: INDEPENDENT CONTRACTOR
The execution of this Agreement and the rendering of services prescribed by this Agreement do not change the independent status ofH-GAC or the Contractor. No provision of this Agreement or act of HGAC in performance of the Agreement shall be construed as making the Contractor the agent, servant or employee of H-GAC, the State of Texas or the United States Government. Employees of the Contractor are subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for employee related disputes and discrepancies, including employee payrolls and any claims arising therefrom.

ARTICLE 4: WHOLE AGREEMENT
The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the complete Agreement ("Agreement") between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Agreement cannot be modified without written consent of the parties.

ARTICLE 5: SCOPE OF SERVICES
DocuSign Envelope ID: 4924AB7C-4EA3-4615-8E52-1407B8F038A5 The services to be performed by the Contractor are outlined in an Attachment to this Agreement.

ARTICLE 6: PERFORMANCE PERIOD
This Agreement shall be performed during the period which begins May 01 2018 and ends Apr 30 2021.

All services under this Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 15, which shall be fully executed by both parties to this Agreement.

ARTICLE 7: PAYMENT OR FUNDING
Payment provisions under this Agreement are outlined in the Special Provisions.

ARTICLE 8: REPORTING REQUIREMENTS
If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this agreement with notice as identified in Article 16 of these General Provisions. H-GAC has final determination of the adequacy of performance and reporting by Contractor. Termination of this agreement for failure to perform may affect Contractor's ability to participate in future opportunities with H-GAC. The Contractor's failure to timely submit any report may also be considered cause for termination of this Agreement.

Any additional reporting requirements shall be set forth in the Special Provisions of this Agreement.

ARTICLE 9: INSURANCE
Contractor shall maintain insurance coverage for work performed or services rendered under this Agreement as outlined and defined in the attached Special Provisions.

ARTICLE 10: SUBCONTRACTS and ASSIGNMENTS
Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval ofH-GAC, which will not be unreasonably withheld. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor's subcontractors, with any laws or regulations.

ARTICLE 11: AUDIT
Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Agreement, such audit may be performed by the H-GAC local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H-GAC. In no circumstances will Contractor be required to create or maintain documents not kept in the ordinary course of its business operations, nor will Contractor be required to disclose any information, including but not limited to product cost data, which it considers confidential or proprietary.

ARTICLE 12: EXAMINATION OF RECORDS
The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's invoices and pertinent documentation of items which are chargeable to H-GAC under this Agreement. H-GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government, shall have the right at any reasonable time to inspect, copy and audit DocuSign Envelope ID: 4924AB7C-4EA3-4615-8E52-1407B8F038A5 those pertinent records on or off the premises by authorized representatives of its own or any public accounting firm selected by H- GAC. The right of access to records is not limited to the required retention period, but shall last as long as the records are retained. Failure to provide access to records may be cause for termination of the Agreement.

The Contractor further agrees that the examination of records outlined in this article shall be included in all subcontractor or third-party agreements.

ARTICLE 13: RETENTION OF RECORDS
The Contractor and its subcontractors shall maintain all records pertinent to this Agreement for a period of seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved.

ARTICLE 14: CHANGES AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of this Agreement, which are required by changes in federal or state law or by regulations, are automatically incorporated without written amendment hereto, and shall become effective on the date designated by such law or by regulation.

B. To ensure the legal and effective performance of this Agreement, both parties agree that any amendment that affects the performance under this Agreement must be mutually agreed upon and that all such amendments must be in writing. After a period of no less than 30 days subsequent to written notice, unless sooner implementation is required by law, such amendments shall have the effect of qualifying the terms of this Agreement and shall be binding upon the parties as if written herein.

ARTICLE 15: TERMINATION PROCEDURES
The Contractor acknowledges that this Agreement may be terminated for Convenience or Default.

A. Convenience
H-GAC may terminate this Agreement at any time, in whole or in part, with or without cause, whenever H-GAC determines that for any reason such termination is in the best interest of HGAC, by providing thirty (30) days written notice by certified mail to the Contractor. Upon receipt of notice of termination, all services hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination.

The Contractor may cancel or terminate this Agreement upon submission of thirty (30) days written notice, presented to H-GAC via certified mail. The Contractor may not give notice of cancellation after it has received notice of default from H-GAC.

B. Defanlt
H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Agreement, in any one of the following circumstances:
(1) lf the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof; or
(2) If the Contractor fails to perform any of the other provisions of this Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Agreements that completion of services herein specified within the Agreement term is significantly endangered, and in either of these two instances does not cure such failure within a period of fifteen (15) days (or such longer period of time as may be authorized by H-GAC in writing) after receiving written notice by certified mail of default from H-GAC.

ARTICLE 16: SEVERABILITY
H-GAC and Contractor agree that should any provision of this Agreement be determined to be invalid DocuSign Envelope ID: 4924AB7C-4EA3-4615-8E52-1407B8F038A5 or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect.

ARTICLE 17: FORCE MAJEURE
To the extent that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. The party affected by the Force Majeure will notify the other within fifteen (15) days. Determination of force majeure shall rest solely with H-GAC.

ARTICLE 18: CONFLICT OF INTEREST
No officer, member or employee of the Contractor or subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Agreement, shall participate in any decision relating to this Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Agreement.

ARTICLE 19: FEDERAL COMPLIANCE
Contractor agrees to comply with all applicable federal statutes relating to nondiscrimination, labor standards, and environmental compliance. Additionally, for work to be performed under the Agreement or subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis ofrace, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990; (e) the Age Discrimination in Employment Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age; (f) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (g) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (i) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (j) any other nondiscrimination provisions in any specificstatute(s) applicable to any Federal funding for this Agreement; (k) the requirements of any other nondiscrimination statute(s) which may apply to this Agreement; (1) applicable provisions of the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251 et seq.), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis; Bacon Act (40 U.S.C. 276a - 276a-7), the Copeland Act (40 U.S.C. 276c), and the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n) the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163).

ARTICLE 20: CRIMINAL PROVISIONS AND SANCTIONS
The Contractor agrees to perform the Agreement in conformance with safeguards against fraud and abuse as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state or federal agency. The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity through the filing of a written report within twenty-four (24) hours of DocuSign Envelope ID: 4924AB7C-4EA3-4615-8E52-1407B8F038A5 knowledge thereof. Contractor shall notify H-GAC of any serious accident or incident requiring medical attention arising from its activities under this Agreement within twenty-four (24) hours of such occurrence. Theft or willful damage to property on loan to the Contractor from H-GAC, if any, shall be reported to local law enforcement agencies and H-GAC within two (2) hours of discovery of any such act.

The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State of Texas, the Federal Bureau oflnvestigation and any other duly authorized investigative unit, in carrying out a full investigation of all such incidents.

The Contractor shall notify H-GAC of the threat oflawsuit or of any actual suit filed against the Contractor pertaining to this Agreement or which would adversely affect the Contractor's ability to perform services under this Agreement.

ARTICLE 21: INDEMNIFICATION AND RECOVERY
H-GAC's liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law.

Contractor agrees, to the extent permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgements, and liens arising as a result of Contractor's negligent act or omission under this Agreement. Contractor shall notifyH-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this Agreement.

ARTICLE 22: LIMITATION OF CONTRACTOR'S LIABILITY
Except as specified in any separate writing between the Contractor and an END USER, Contractor's total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Agreement.

ARTICLE 23: TITLES NOT RESTRICTIVE
The titles assigned to the various Articles of this Agreement are for convenience only. Titles shall not be considered restrictive of the subject matter of any Article, or part of this Agreement.

ARTICLE 24: JOINT WORK PRODUCT
This Agreement is the joint work product ofH-GAC and the Contractor. This Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party.

ARTICLE 25: DISPUTES
All disputes concerning questions of fact or of law arising under this Agreement, which are not addressed within the Whole Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive Director ofH-GAC. In connection with any rehearing under this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of DocuSign Envelope ID: 4924AB7C-4EA3-4615-8E52-1407B8F038A5 its position. The decision of the Executive Director after a·ny such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Agreement and in accordance with H • GAC's final decision.

ARTICLE 26: CHOICE OF LAW: VENUE
This Agreement shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with the Agreement shall lie exclusively in Harris County, Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes.

ARTICLE 27: ORDER OF PRIORITY
In the case of any conflict between or within this Agreement, the following order of priority shall be utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and, 4) Other Attachments.

DocuSign Envelope ID: 4924AB7C-4EA3-4615-8E52-1407B8F038A5 SIGNATURES:

H-GAC and the Contractor have read, agreed, and executed the whole Agreement as of the date first written above, as accepted by:

Motorola Solutions, Inc.

Name
Title
Date
Travis Boettcher
Vice President
7/25/2018
H-GAC
~
DocuSlgned by:
~ure
82EC270O5D61423 ...

Name
Title
Date
7/24/2018
Chuck Wemple
Executive Director
DocuSign Envelope ID: 4924AB7C-4EA3-4615-8E52-1407B8F038A5 DocuSign Envelope ID: 4924AB7C-4EA3-4615-8E52-140788F038A5 H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons· Houston, Texas 77227-2777 Cooperative Agreement - Motorola Solutions, Inc. - Public Services - 18-00196 18-00196

SPECIAL PROVISIONS
Incorporated by attachment, as part of the whole agreement, H-GAC and the Contractor do, hereby agree to the Special Provisions as follows:

ARTICLE 1: BIDS/PROPOSALS INCORPORATED
In addition to the whole Agreement, the following documents listed in order of priority are incorporated into the Agreement by reference: Bid/Proposal Specifications and Contractor's Response to the Bid/Proposal.

ARTICLE 2: END USER AGREEMENTS ("EUA")
H-G AC acknowledges that the END USER may choose to enter into an End User Agreement ("EUA") with the Contractor through this Agreement, and that the term of the EUA may exceed the term of the current H-GAC Agreement. H-GAC's acknowledgement is not an endorsement or approval of the End User Agreement's terms and conditions. Contractor agrees not to offer, agree to or accept from the END USER, any terms or conditions that conflict with those in Contractor's Agreement with H-GAC. Contractor affirms that termination of its Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall in each instance, continue pursuant to the EUA's stated terms and duration. Pursuant to the terms of this Agreement, termination of this Agreement will disallow the Contractor from entering into any new EUA with END USERS. Applicable H-GAC order processing charges will be due and payable to H-GAC on any EU As, surviving termination of this Agreement between H-GAC and Contractor.

ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE
If at any time during this Agreement, Contractor develops a regularly followed standard procedure of entering into agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms more favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10) business days thereafter, and this Agreement shall be deemed to be automatically retroactively amended, to the effective date of Contractor's most favorable past agreement with another entity. Contractor shall provide the same prices, wa1rnnties, benefits, or terms to H-GAC and its END USER as provided in its most favorable past agreement. H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price, warranty, benefit, or term that was charged or offered to another entity during the term of this Agreement, does not constitute more favorable treatment, than Contractor shall, within ten (10) business days, notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact most favored treatment. H-GAC, after due consideration of Contractor's written explanation, may decline to accept such explanation and thereupon this Agreement between H-GAC and Contractor shall be automatically amended, effective retroactively, to the effective date of the most favored agreement, to provide the same prices, warranties, benefits, or tem1s to H-GAC and the END USER.

EXCEPTION: This clause shall not be applicable to the sale of large communications systems (one DocuSign Envelope ID: 4924AB7C-4EA3-4615-8E52-140788F038A5 million dollars (, 000, 000. 00) and above). The term "Communication Systems" shall refer to a project that includes the sale of infrastructure hardware and/or software, user devices, and Contractor engineering and installation service. The contract for a "Communication System" will always have a Statement of Work and an Acceptance Test Plan. This clause shall also not be applicable to pre-existing contracts Contractor has in the State of Texas. The term ''pre-existing" shall refer to contracts in existence as of the effective date of this Agreement.

ARTICLE 4: PARTY LIABILITY
Contractor's total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in t01t or otherwise, is limited to the price of the particular products/services sold hereunder.

Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted.

Contractor accepts liability to repay, and shall repay upon demand to END USER, any amounts determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of this Agreement.

ARTICLE 5: GOVERNING LAW & VENUE
Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes the END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify HGAC of such disputes.

ARTICLE 6: SALES AND ORDER PROCESSING CHARGE
Contractor shall sell its products to END USERS based on the pricing and terms of this Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives notification of an END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge, after delivery of any product or service and subsequent END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC, within thirty (30) calendar days or ten (10) business days after receipt of an END USER's payment, whichever comes first, notwithstanding Contractor's receipt of invoice. For sales made by Contractor based on this Agreement, including sales to entities without Interlocal Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members ofH-GAC's Cooperative Purchasing Program to execute an H-GAC Interlocal Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services an END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Agreement actually performed, and for which compensation was received by Contractor.

ARTICLE 7: LIQUIDATED DAMAGES
Any liquidated damage terms will be dete1mined between Contractor and End User at the time End User's purchase order is placed.

ARTICLE 8: INSURANCE
Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage:
a General liability insurance with a Single Occurrence limit of at least ,000,000.00, and a GeneralAggregate limit of ,000,000.

Product liability insurance with a Single OccmTence limit of at least ,000,000.00, and a DocuSign Envelope ID: 4924AB7C-4EA3-4615-8E52-1407B8F038A5 General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications.

Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody or control. The minimum Single Occmrence limit is ,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as part of Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC.
b. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of the contract period. c. PDF Insurance Ce1iificates must be furnished to H-GAC after contract execution and at policy renewal during term of contract, showing Contractor as the insured and showing coverage and limits for the insurances listed above.
d If any Product(s) or Service(s) will be provided by parties other than Contractor, all such pa1iies are required to cany the insurance coverages specified herein, and if requested by HGAC, a separate insurance certificate must be submitted for each such party.

ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC's contractual requirements DO NOT include a Performance & Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the END USER. Contractor shall quote a price to END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days ofreceipt of END USER's purchase order.

ARTICLE 10: CHANGE OF STATUS
Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Agreement shall be affected in any way by such change. H-GAC shall have the right to detem1ine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Agreement.

DocuSign Envelope ID: 4924AB7C-4EA3-4615-8E52-1407B8F038A5 H-GAC
Product
Code
NA
NB
NC
ND
ND
ND
ND
ND
ND
ND
ND
ND
ND
ND
ND
ND
ND
Attachment A
Motorola Solutions, Inc.

Radio Communication/Emergency _Response & Mobile Interoperability Equipment Contract No.: RA0S-18
Item Description
(Offeror may not change any desctiption or add items)
Per the RFP Motorola Solutions has included an Electronics Catalogue for our equipment on a USB drive in lieu of listing each individual product and its options. In addition, a discount APC sheet is attached in the pricing section and used to calculate all individual prices within the USB drive and also available via Motorola Solutions Online.

Motorola Solutions offers this extensive on-line program called Motorola Solutions On-Line that allows each H-GAC end the user to check specific contract pricing, place orders, and check shipping estimates in addition to invoice history. The on-line tool is the most advanced of its kind in the Communications Industry.

Per the RFP Motorola Solutions has included an Electronics Catalogue on a USB drive in lieu of listing each individual product and its options. In addition, a discount APC sheet is attached in the pricing section and used to calculate all individual prices within the USB drive and also available via Motorola Solutions Online.

Mobile Command Interoperable Communication Equipment & Services Motorola Solutions Integration Services LMR
Motorola Solutions offers wide range of services including Integration, Installation and Training. The cost of these services is regional in nature.

Samples below are listed for reference only.

Project Management Daily Rate* $
System Engineering Daily Rate* $
System Technologist Daily Rate* $
Standard Shop Installation: Hourly Rate* $
Standard Shop Installation: Daily Rate* $
Mobile Radio Installation*
Radio Programming*
Data Installation*
*Prices may vary by Region and Stated Scope. Travel Not Included Motorola Solutions Integration Services Advanced Services Motorola Solutions offers wide range of services including Integration, Installation and Training. The cost of these services is regional in nature.

Samples below are listed for reference only.

NG9-1-1 Consolting Services-Daily Rate*
Security Project/Program Management-Daily Rate*
Wireless Security Technician-Daily Rate*
Security Penetration Tester (Wired Network)-Daily Rate*

Page 1 ends

Offered
Price
1,818.00
1,818.00
2,173.00
150.00
1,200.00
$180-$500
$55-$125
$180-$428
$1,694
$1,694
$1,580
$1,580
DocuSign Envelope ID: 4924AB7C-4EA3-4615-8E52-1407B8F038A5 ND Secutriy Trainer-Daily Rate* $1,328
ND Application Security Code Reviewer-Daily Rate* $2,033 ND IT Incident Response and E-Discovery Assitance-Daily Rate* $1,694 ND IT Disaster Recovery Planner-Daily Ra te* $1,580
ND IT Disaster Recovery Plan Tester-Daily Rate* $1,580
ND Buisness Continuity/Continuity of Government Planner-Daily Rate* $1,580 ND Buisness Continuity/Continuity of Government Plan Tester-Daily Rate* $ 1,580 ND Mobile Application Services Project Management-Daily Rate* $565 ND Mobile Application Services System Engineer-Daily Rate* $565 ND Mobile Application Services Solution Architech-Daily Rate* $2,033 ND Mobile Application Services Application and Solution Design-Daily Rate* $2,033 ND Mobile Application Services Application and Solution Implementation-Daily $2,033 Rate* ND Application Integration and Customization Services Project Management-Daily $1 ,694 Rate*
ND Application Integration and Customization Services System Engineer-Daily Ra te* $1,694 ND Application Integration and Customization Services Solution Architech-Daily $2,033 Rate* ND Application Integration and Customization Services Application and Solution $2,033 Design-Daily Rate* ND Application Integration and Customization Services Application and Solution $1,694 Implementation-Daily Rate* ND Unified Communications Services Project Management-Daily Rate* $1,694 ND Unified Communications Services System Engineer-Daily Rate* $1,694 ND Unified Communications Services Solution Architech-Daily Rate* $2,033 ND Unified Communications Services Application and Solution Design-Daily Rate* $2,033 ND Unified Communications Services Application and Solution Implementation- $1,694 Daily Rate* ND Consulting Services Project Management-Daily Rate* $1,694 ND Consulting Services System Engineer-Daily Rate* $1,694 ND Consulting Services Solution Arch itech-Daily Rate* $2,033 ND Consulting Services Internet Protocol Network Accessment-Daily Rate* $2,033 ND Consulting Servics IP Network Design and Integration-Daily Rate* $2,033 ND Consulting Services IP Wide Area Network Backhaul Design and Integration- $2,033 Daily Rate* ND Consulting Services Custoemr Network Interface Design and Integration-Daily $2,033 Rate* -- --- -- --- -

APC DISCOUNTS PER EGA T/MOL PRICE BOOK
020 CAD Equipment List
039 ICAD Equipment 10%
068 ICAD Equipment 10%
232 ICAD Equipment 10%
297 IGAU t:qu1pment 5%
330 !GAU t:qu1pment 5%
333 !GAU t:qu1pment 10%
472 ICAU t:qu1pment 10%
473 ICALJ t:qu1pment List
548 ICALJ t:qu1pment 10%
702 ICAD Equipment 10%

Page 2 ends

DocuSign Envelope ID: 4924AB7C-4EA3-4615-8E52-140788F038A5 789 CAD Equipment 10%
797 ,cAD Equipment List
850 'GAU 1::qu1pment List
879 GAU 1::qu1pment List
981 GAU 1::qu1pment List
040 uata Applications 15%
041 Data Applications 10%
041 Data Applications 10%
138 uata Applications 10%
153 uata App11cat1ons 15%
343 uata Applications 10%
670 uata Applications List
766 uata Appl1cat1ons List
170 uata Subscriber Devices 15%
177 uata :::;uoscnoer uev1ces 15%
185 I uata :::;uoscnoer uevIces List
736 uata :::;uoscnber uevIces 22%
855 uata !::iubscnber uev1ces 10%
006 I Dispatch Service 5%
768 I u1spatch Service List
118 Iu1spatcn !::ioIut1ons 10%
124 IuIspatcn !::iolutIons 15%
129 LJ1spatch !::iolut1ons 20%
139 !Dispatch Solutions List
147 !Dispatch Solutions 10%
185 IuIspatch SoIutIons List
202 Iu1spatcn :::;O1ut1ons 15%
207 Iu1spatcn Solutions 10%
226 LJ1spatch !::iolut1ons 15%
228 Dispatch Solutions 30%
229 I Dispatch Solutions 14%
261 Iu1spatch So1ut1ons 5%
322 Iu1spatcn So1utIons 15%
404 1u1spatcn ::>O1ut1ons 20%
415 I u1spatcn !::iolut1ons 10%
443 LJ1spatch !::iolut1ons 20%
454 Dispatch Solutions 15%
520 I Dispatch Solutions 10%
524 Iu1spatch So1ut1ons 10%
551 IuIspatcn :::;O1utIons 10%
660 Iu1spatcn !::iolutlons 10%
706 Dispatch !::iolut1ons 20%
708 Dispatch Solutions 17%
729 1 u1spatcn So1ut1ons 17%
740 Iu1spatcn :::;O1ut1ons 15%
892 I uIspatcn 0O1ut1ons 10%
214 r1xed Data Products 10%
275 Fixed Data Products 10%
342 '"1xea Data t-'roaucts 10%
382 1-1xea uata t-'roaucts 10%
403 t-1xed uata 1-'roducts 15%
455 r1xed uata 1-'roducts 15%
469 .. ,xed uata Products 10%
499 .. ,xed Data Products 10%

Page 3 ends

DocuSign Envelope ID: 4924AB7C-4EA3-4615-8E52-1407B8F038A5 708 Fixed Data Products 17%
222 Fixed Network Equipment 15%
329 IFIxed Network Equipment 10%
381 IFIxed Network Equipment 15%
207 IFIxed Station Accessories 10%
273 11-Ixed Station Accessories 10%
277 lt-Ixed Station Accessories 20%
457 1-Ixed Station Accessories 20%
515 Fixed ::itatIon Accessories 20%
524 Fixed Station Accessories 15%
525 Fixed Station Accessories 15% ·
856 t-Ixed Station Accessories 10%
207 IF1xed Station Antenna Systems 10%
005 lt-Ixed ::itatIons 20%
112 Fixed ::5tatIons 18%
225 Fixed ::5tat1ons 10%
272 IFIxed ::itatIons 20%
281 IFIxed Stations 18.50%
301 IFIxed Stallons 20%
360 IFIxed ::;tatIons 21.50%
377 11-Ixed ::;tat1ons 17%
417 rIxed ::;tatIons 10%
424 t-Ixed ::;tatIons 15%
425 I Fixed Stations 15%
448 IFIxed ::5tat1ons 20%
474 IFIxed ::itatIons 23%
509 IFIxed Stations 21.50%
512 IFIxed Stallons 23%
537 IFIxed ::;tatIons 21.50%
590 It-Ixed ::;tatIons 21.50%
595 I1-Ixed ::;tatIons 18%
643 lt-Ixed ::;tatIons 15%
675 lt-Ixed ::5tat1ons 20%
680 Ixed ::5tatIons 21.50%
744 Fixed ::itatIons 20%
811 Fixed Stations 5%
881 Fixed Stallons 15%
015 t-Ixed wireless t:Sroadband 20%
075 t-Ixed wireless t:Sroadband List
224 t-Ixed wireless t:Sroadband 15%
800 >-Ixed Wireless Broadband List
832 Fixed Wireless Broadband 10%
882 IFIxed Wireless Broadband 15%
904 t-Ixed Wireless Broadband 15%
906 t-Ixed wireless Broadband 15%
910 I1-Ixed Wireless t:Sroadband 15%
947 I1-Ixed wireless t:Sroaaoand 15%
298 Infrastructure KepaIr 15%
901 llifecycle ::5ervIces List
902 llifecycle Services List
903 llifecycle Services List
904 llifecycle Services List
905 llltecycle Services List

Page 4 ends

DocuSign Envelope ID: 4924AB7C-4EA3-4615-8E52-1407B8F038A5 051 Lit: 10%
051 Lit: 10%
053 Lit: 10%
054 LIi:: 10%
055 Lit: 10%
056 Lit: 10%
057 IL It: 10%
058 Lit: 5%
059 ILi t: 10%
061 Lit: 10%
063 ILi I:: 10%
065 ILi I:: 10%
066 LI I:: 10%
171 ILTI:: 10%
375 IL It: List
708 ILi t: 10%
941 IL It: 15%
984 ILi I:: List
985 ILi I:: List
989 L 11:: List
823 !Maintenance List
983 I Maintenance List
133 IMISC. 1::quIpment 15%
299 IMISC. 1::quIpment 15%
629 iMISC. Equipment 10%
682 IMISC. Equipment 20%
887 IMIsc. Equipment 18.50%
554 I Mobile Accessories 15%
644 !Mobile Accessories 15%
879 I Mobile Applications Software 10%
038 !Mobile stations 10%
103 1MoD11e stations 10%
109 IMObile stations 26.50%
159 Mobile stations 20%
189 Mobile stations 15%
276 !Mobile Stations 25%
287 Mobile Stations 10%
374 1Mob11e stations 15%
426 IMOblle stations 25%
466 Mobile stations 25%
471 Mobile Stations 25%
484 Mobile Stations 20%
500 Mobile Stations 25%
511 Mobile stations 10%
514 IvI0011e stations 25%
518 IvIob11e stations 25%
527 IvIoblle stations 25%
571 IVIObile Stations 15%
585 Mobile Stations 25%
652 Mobile Stations 25%
655 Mobile stations 25%
656 MoDlle stations 25%
681 Mobile stations 25%

Page 5 ends

DocuSign Envelope ID: 4924AB7C-4EA3-4615-8E52-1407B8F038A5 761 Mobile Stations 25%
775 Mobile stations 16.50%
776 Mobile stations 20%
792 Mobile stations 20%
869 1viobile stations 20%
922 !Mobile Stations 20%
216 IMUIUIRB0 20%
422 IM0IUIKl::lU 20%
475 M01u1Kl::l0 20%
516 M0IUIKl::l0 20%
557 IMOIuIKl::l0 10%
563 M01u1Hl::l0 20%
777 MOIUIKl:5U 20%
131 Network Products 10%
147 NetworK nooucts 10%
207 NetworK 1-'roducts 10%
232 NetworK J-'roducts 10%
708 NetworK 1-'roducts 17%
136 I Pagers/Kece1ver 15%
169 I Pagers/KeceIver 20%
452 I l-'agers/Rece1ver 15%
361 i l-'aging/Rec1evers 15%
839 'l-'agIngtKec1evers 15%
940 J-'aging/Kec1evers 15%
001 1-'ortable Kad1ophone (1-'ortables) 20%
004 Portable Kad1ophone (Portables) 20%
008 Portable Kad1ophone (Portables) 20%
018 Portable Radiophone (Portables) List
019 Portao1eRadiophone\J-'ortables) List
027 J-'ortaoIe Kad1ophone (1-'ortables) List
032 1-'ortable KadIophone (1-'ortables) 20%
037 1-'ortable Kad1ophone (1-'ortables) 20%
087 1-'ortable Kad1oph0ne (1-'ortables) 10%
128 Portable KadIophone (1-'ortables) 20%
158 Portable Kad1ophone (Portables) 20%
185 !Portable Kad1ophone (Portables) List
187 !Portable Kad1ophone (Portables) 15%
205 11-'ortable Radiophone (Portables J 25%
206 ! J-'ortable KaaIophone (1-'ortables) 20%
209 I1-'ortable KadIophone (1-'ortablesJ 20%
271 J-'ortable Kad1oph0ne (1-'ortables) 25%
291 I Portable Kad1ophone (Portables) 25%
320 I Portable Kad1ophone (Portables) 25%
332 Portable Kad1ophone (Portables) 20%
362 I Portable Kadiophone (Portables) 20%
372 11-'ortable Radiophone (Portables) 20%
402 !1-'ortable RaaIophone \Portables) 20%
407 1-'ortable Kad1ophone (1-'ortables) 25%
414 µortable Kad1ophone (1-'ortables) 20%
426 Portable Kad1ophone (1-'ortab\es) 25%
430 Portable KadIophone (Portables) 20%
442 Portable Kad1ophone (Portables) 20%
446 Portable Kad1ophone (Portables) 20%
453 Portable Radiophone wortables) 25%
456 J-'ortable Kadlophone (1-'0rtables) 20%

Page 6 ends

DocuSign Envelope ID: 4924AB7C-4EA3-4615-8E52-1407B8F038A5 458 Portable Radiophone (Portables) 25%
470 J.Jortable Rad1oph0ne Portables) 25%
476 Portable Radiophone Portables) 20%
477 Portable Radiophone Portables) 20%
481 Portable Radiophone Portables) 25%
483 Portao1e Radiophone J-'ortables) 25%
505 J-'ortao1e Radiophone (J-'ortao1esJ 25%
527 Portable Radiophone tportablesJ 25%
536 Portable Radiophone (Portables) 25%
562 !Portable Radiophone (Portables) 25%
570 I Portable Radiophone Portables) 10%
577 [Portable Radiophone (Portables) 20%
579 IPortao1e Radiophone (J-'ortables) 25%
619 1Portao1e Radiophone tportablesJ 15%
626 !Portable Radiophone Portables) 20%
654 Portable Rad1oph0ne Portables) List
655 [Portable Radiophone Portables) 25%
656 [Portable Radiophone (Portables) 25%
672 I Portao1e Radiophone (J-'ortables) 25%
687 I J-'ortao1e Raa1opnone tportao1es J 18%
721 !Portable Kad1ophone tportables) 25%
726 Portable Radiophone (Portables) 25%
742 [Portable Radiophone (Portables) 25%
749 [Portable Radiophone (Portables) 33.50%
755 [Portable Radiophone (Portables) 25%
756 IPortao1e Radiophone tportables) 25%
778 11-'ortable Raa1opnone tportablesJ 20%
785 !Portable Radiophone Portables) 25%
795 Portable Rad1oph0ne Portables) 25%
798 [Portable Radiophone Portables) 25%
837 [Portable Radiophone (Portables) 25%
841 [Portable Radiophone (Portables) 33.50%
883 11-'ortable Raa1opnone (1-'ortables) 15%
977 !Portable Rad1opnone (Portables) 10%
986 Portable Rad1opnone (Portables) List
List
390 IProtess1onal Services List
659 IProtess1onal Services List
659 I Professional :services List
670 I J-'roTess1ona1 :services List
842 IProress1ona1 :services List
509 Receivers 21.50%
512 I Receivers 23%
743 !Receivers 15%
608 Records Management sonware 10%
137 !Secure Solutions 5%
201 !Secure Solutions 10%
229 Secure Solutions 14%
462 Secure :so1ut1ons 10%
524 :secure :so1ut1ons 15%
525 :secure Solutions 15%
519 Security List
519 security List
561 •:serv1cetMa1ntenance List

Page 7 ends

City Council and Authorities ConcurrentJune 4, 2024

City Council and Authorities Concurrent
June 4, 2024