HomeMy WebLinkAboutR-2023-118 Approving an Agreement with Motorola Solutions, Inc.RESOLUTION NO. R-2023-118
A RESOLUTION APPROVING AN AGREEMENT WITH MOTOROLA SOLUTIONS,
INC.
BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE,
MISSOURI AS FOLLOWS:
THAT the Board approves the Communications Services and Services Agreement with
Motorola Solutions, Inc., a copy of which is attached hereto in its substantial form and
incorporated herein, and further authorizes the Mayor to sign the documents on behalf of the
City; and
FURTHER THAT the Mayor, the City Administrator, and other appropriate City officials
are hereby authorized to take any and all actions as may be deemed necessary or convenient
to carry out and comply with the intent of this Resolution and to execute and deliver for and on
behalf of the City all certificates, instruments, agreements, and other documents, as may be
necessary or convenient to perform all matters herein authorized.
PASSE ND ADOPTED by the Board of Aldermen of the City of Riverside, Missouri,
the /4451,-bay of 2023.
ATftST
Robin Kincaid, City Clerk
Mayo athieen L. Rose
DISPATCH TO MARRS Ti TO ETHERNET BACKHAUL UPGRADE MARCH 1, 2023
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Contents
Section 1 1-1
Solution Description .. . .. 1-1
1.1 Overview ........... . ... . , 1-1
1.2 Proposed Solution . . . ...
•
TT
1.3 Equipment 1-2
Equipment List .......... .. . .. . .. 2-1
Section 3 3-2
Statement of Work..........................................3-2
Motorola Responsibilities . ... 3-3
Customer ResponsibUties .3-3
Acceptance Test Plan . .. . .. 3 3
Final Acceptance.... .. ... . . . . . ... ......., 3-4
Section 4 . 4-5
Maintenance Support . . . 4-5
Section 5... . ....... .... 5-6
Section 6 6-7
Contract 6-7
City of Riverside
Dispatch to MARRS 11 to Ethernet Backhaul Upgrade
March 1, 2023
Use or disclosure of this proposal is subject
to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Table of Contents i
City of Riverside
March 1, 2023
SECTION 1
SOLUTION DESCRIPTION
1.1 OVERVIEW
Motorola Solutions is pleased to provide City of Riverside with this proposal to migrate from
Ti backhaul to Ethernet. The existing City of Riverside's Dispatch site utilizes T1 links to
provide connectivity to the MARRS zone core. With future upgrades planned to implement
Ethernet based system, City of Riverside will need to convert the existing links to support the
new architecture.
This proposal includes replacing existing end -of -life S2500 routers with new Juniper
SRX345 Ethernet Routers. Replacement of these routers is covered by the existing SUA
agreement in place.
1.2 PROPOSED SOLUTION
1.2.1 Current Link Detail
The table below outlines the links that are currently deployed between City of Riverside
Dispatch site and MARRS Zone 4 core.
Site Name Site Type
City of Riverside
Link Type Link Quantity
Dispatch T1 to MARRS Core
1.2.2 Proposed Link Design
The proposed design allows City of Riverside to replace current end -of -life equipment with
new products that are currently shipping. The following table outlines the hardware
replacement required.
Site Name
City of Riverside Dispatch
Current Device (Quantity) New Device (Quantity)
S2500 (2) SRX345 (2)
1.2.3 MPLS Site Links
This proposal includes the equipment necessary to add Ethernet site link capability utilizing
existing backhaul. Motorola Solutions is proposing the Nokia 7705 Service Aggregation
Router-8 (SAR-8) Router to establish Layer 3 Multi Protocol Label Switching (MPLS)
network.
Dispatch to MARRS Ti to Ethernet Backhaul Upgrade Use or disclosure of this proposal is subject
to the restrictions on the cover page
Motorola Solutions Confidential Restricted
Solution Description 1-1
City mRiverside
Motorola Solutions will connect the proposed equipment to establish Ethernet site link traffic
using the existing Cambium PTPconnection hoyNARRS zone core. The following Ethernet
link requirements are provided for additional information.
Bondwidth(C|R)
Latency
Packet Loss
Minimum 1.5 K8bpm—
<13ms
«CiU1Y6
_
QoS Support
IP Version
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m
�
m
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The equipment included for each site |osummarized below:
Citv of Riverside Dispatch Site
° One /1\Nokia 77O5 Service Aggregation Routmr-8(5AR-E)W1PLGRouter
° Two (2)SRX345Site Gateways —Covered by your existing SUA with Motorola
� One (1)Set ofspares
The information inthis proposal ia provided to assist inyour budget planning process.
Motorola Solutions has made several assumptions in preparing this proposal. Any changes
ormodifications bothe assumptions could result inachange incost.
• The existing Cambium PTP microwave connection will be reused and is in good working
condition.
• The Cambium PTPcan support Ethernet traffic.
• There iaenough existing power and rack space for the new equipment.
Dispatch to MARRS r1 to Ethernet Backhaul Upgrade Use or disclosure of this proposal is subject
to the restrictions on the cover page,
Motorola Solutions Confidential Restricted Solution Description 1-2
SECTION 2
City of Riverside
March 1, 2023
EQUIPMENT LIST
SAR-8
SAR-8
SAR-8
SAR-8
SAR-8
SPARE
SPARE
SPARE
SPARE
SPARE
DSMW3HE06791AA
DSMW3HE02784NA
DSMW3HE06792EA
DSMW3HE02774AB
DSMW3HE11473BK
DSMW3HE05838AA
DSMW3HE05837BA
DS90111918
DSMW3HE11473BJ
T8492
CA03445AA
CA03448AA
CLN1868
DSMW3HE06791AA
APnia,"444.4,40404,Y.***V#013-00,4**MV,A,02.51,,,,,WWW,1WWW,V0,0,,,,,
SAR-8 SHELF V2
SAR RELEASE 20.X BASIC OS LICENSE
FAN MODULE (SAR-8 SHELF V2) EXT TEMP -48VDC
CONTROL SWITCH MODULE V2 (CSMV2) 48V
PMC CARD W/ 4 GIG-E SFP BUNDLE (1) 3HE02782AA PMC,
(4) 3HE00062CB SFP
250W 120/240V AC POWER CONVERTER
7705 AC POWER CONVERTER PIGTAIL - 0-RING
19" CANTILEVER FLUSH MOUNT SHELF, 18" DEPTH, BLACK
PMC CARD W/ 2 GIG-E SFP BUNDLE (1) 3HE02782AA PMC,
(2) SHE11904AA SFP
SITE ROUTER & FIREWALL- AC
ADD: MISSION CRITICAL HARDENING
ADD: STATEFUL FIREWALL
2930F 24-PORT SWITCH
SAR-8 SHELF V2
SPARE 13 1 DSMW3HE06792EA FAN MODULE (SAR-8 SHELF V2) EXT TEMP -48VDC
SPARE 14 1 DSMW3HE02774AB CONTROL SWITCH MODULE V2 (CSMV2) 48V
SPARE 15 1 DSMW3HE02784NA SAR RELEASE 20.X BASIC OS LICENSE
PMC CARD W/ 4 GIG-E SFP BUNDLE (1) 3HE02782AA PMC,
SPARE 16 1 DSMW3HE11473BK (4) 3HE00062CB SFP
SPARE 17 1 DSMW3HE05838AA 250W 120/240V AC POWER CONVERTER
SPARE 18 - 1 DSMW3HE05837BA 7705 AC POWER CONVERTER PIGTAIL - 0-RING
Dispatch to MARRS Ti to Ethernet Backhaul Upgrade Use or disclosure of this proposal is subject
to the restrictions on the cover page
Motorola Solutions Confidential Restricted Equipment List 2-1
SECTION 3
City of Riverside
March 1, 2023
This section, known as the Statement of Work (SOW), describes the deliverables to be furnished
to Riverside, and the tasks to be performed by Motorola, its subcontractors, and Riverside
("Customer") to implement the solution described in this proposal. It describes the actual work
involved in installation and clarifies the responsibilities for both Motorola and Customer during
the project implementation.
Site Readiness Survey
Prior to starting any site upgrades or equipment installations, Motorola and Customer shall
conduct a site readiness review at each job site to examine existing work, work performed by
others, or work not included in this SOW, that is required to support the new equipment. The site
readiness review documents any conditions that will prevent start of site upgrade or equipment
installation work to be performed by Motorola and its subcontractors. Issues will be noted and
responsible party(ies) must correct their deficiencies prior to system installation. Additional
walks may be needed to confirm deficiencies have been properly corrected. The following table
describes the tasks and assignments involved with installation and configuration of the provided
solution.
Kickoff/Detailed Design Review
Shortly after executed contract, Motorola and Customer shall schedule a detailed design review
at Customer provided meeting location. Motorola shall present in detail all documents and
services described to support this solution. Any mutually agreed changes to the originally
contracted design shall be captured via a change order. Motorola will be responsible for
updating appropriate documents, pricing, etc. as required for final approval. The design shall be
final or `locked down' when both parties sign a Detailed Design Review milestone completion
certificate to be drafted and presented by Motorola. Once signed by both parties any subsequent
changes shall be captured again via the change order process as described below.
Change Orders
Change orders can be initiated by either Party and within the general scope of the awarded
contract agreement.
If a requested change causes an increase or decrease in the cost or time required to perform this
Agreement, the Parties will agree to an equitable adjustment of the Contract Price,
Implementation schedule, or both, and will reflect the adjustment in a change order. Neither
Party is obligated to perform requested changes unless both Parties execute a written, jointly
signed change order.
Dispatch to MARRS T1 to Ethernet Backhaul Upgrade Use or disclosure of this proposal is subject
to the restrictions on the cover page,
Motorola Solutions Confidential Restricted Statement of Work 3-2
1
•
III
City of Riverside
March 1, 2023
Motorola's general responsibilities include the following:
Procure and/or manufacture Motorola provided equipment (Section 2) and ship to Customer
provided local address.
• Schedule implementation in agreement with Customer.
— Perform Site Readiness Review with Customer confirming site is ready to receive new
equipment
• Deliver and install Motorola provided equipment in Customer provided equipment location(s)
and rack space.
Properly install and ground all new equipment to existing ground system.
• Plug new equipment to Customer provided electrical outlet(s).
• Program equipment and prepare for integration.
• Integrate new equipment to existing system.
• Prepare equipment for final acceptance testing with Customer.
Perform Final Acceptance Testing (ATP) with Customer to confirm new equipment operates as
designed.
— All test must pass for ATP to be considered final.
• Provide Customer with final documentation of the newly installed equipment.
• Review with Customer equipment and support services necessary for transitioning to 1st year
warranty support.
ILI I
• Provide a dedicated delivery point, such as a warehouse, for receipt, inventory and storage of
equipment prior to delivery to the site(s).
• Insure each job site meets equipment rack space, grounding, power, lightning/power protection,
and backhaul connectivity requirements for the installation of all new equipment.
• Coordinate the activities of all Customer vendors or other contractors/vendors (i.e. MW vendor),
necessary to support installation and integration of the new MSI provided equipment in Section 2.
•
System Acceptance of the proposed solution will occur upon successful completion of a
Functional Acceptance Test Plan (FATP), which will test the features, functions, and
failure modes for the installed equipment in order to verify that the solution operates
according to its design. This plan will validate that Riverside's solution will operate
according to its design, and increase the efficiency and accuracy of the final installation
activities. A detailed FATP will be developed and finalized during project
implementation.
Dispatch to MARRS Ti to Ethernet Backhaul Upgrade Use or disclosure of this proposal is subject
to the restrictions on the cover page
Motorola Solutions Confidential Restricted
Statement of Work 3-3
City of Riverside
March 1, 2023
I L
Final Acceptance will occur upon successful completion of the mutually agreed to
Acceptance Test Plan. Upon Final Acceptance, Motorola and Customer will memorialize
this event by promptly executing a System Acceptance Certificate that is included in the
Contract. See Contract for additional terms that apply to Final Acceptance
Dispatch to MARRS Ti to Ethernet Backhaul Upgrade Use or disclosure of this proposal is subject
to the restrictions on the cover page
Motorola Solutions Confidential Restricted Statement of Work 3-4
City of Riverside
March 1, 2023
SECTION 4
The following support services are included with 1st Year warranty support that starts upon
acceptance. These same support services are included in the 6 years of post warranty
maintenance support that is priced as shown in Section 5 Pricing.
Remote Technical Support
Motorola Solutions will provide telephone consultation with specialists skilled at diagnosing and
swiftly resolving infrastructure operational technical issues that require a high level of ASTRO
25 network experience and troubleshooting capabilities.
Network Hardware Repair
Motorola Solutions will repair Motorola Solutions -manufactured infrastructure equipment and
select third -party manufactured infrastructure equipment supplied by Motorola Solutions.
Motorola Solutions coordinates the equipment repair logistics process.
Software Subscription Plan
Provide all Feature Releases of software for network/node elements, management systems for
specific network elements or families of network elements, and other network -related
applications.
• May include third party software if supported and licensed through Nokia.
• Includes Feature Releases as well as Patch Releases and Maintenance Releases.
o Note: if a Feature Release contains a new feature for which an additional
license/activation fee is required, this must be purchased separately.
• Applies to the Products/Features Covered outlined in section 2: specifically, the Nokia
7705 Service Aggregation Router-8 (SAR-8) Router.
Hardware Refresh
Motorola Solution will provide certified hardware version updates necessary to refresh the
system with an equivalent level of functionality necessary to continune extended support.
Dispatch to MARRS Ti to Ethernet Backhaul Upgrade Use or disclosure of this proposal is subject
to the restrictions on the cover page
Motorola Solutions Confidential Restricted Maintenance Support 4-5
SECTION 5
PRICING
Description
Equipment, Systems Integration, and 1st Year Warranty Support
State Contract Discount
City of Riverside
March 1, 2023
Price
$109,524.41
($11,233.09)
Solution Total
tttttAttettt,44t,. ',1ttttttttat , mtesyg 4,L\
Description
Year 2
Year 3
Year 4
Year 5
Year 6
Year 7 *Note: Year 7 includes a Hardware refresh that is
required to continue support
6 Year Total
$98,464.05
,ttti
Price
$13,824.60
$13,824.60
$13,824.60
$13,824.60
$13,824.60
$49,177.60
$118,300.60
Dispatch to MARRS Ti to Ethernet Backhaul Upgrade Use or disclosure of this proposal is subject
to the restrictions on the cover page
Motorola Solutions Confidential Restricted
Pricing 5-6
City of Riverside
March 1, 2023
SECTION 6
- Communication System and Services Agreement v.2.9.2021
- Maintenance, Support and Lifecycle Management Addendum to CSSAv11.12.2020
Dispatch to MARRS Ti to Ethernet Backhaul Upgrade Use or disclosure of this proposal is subject
to the restrictions on the cover page
Motorola Solutions Confidential Restricted Contract Documents 6-7
Communications System and Services Agreement
Motorola Solutions, Inc. ("Motorola") and _ ("Customer")
enter into this ^Agreoment.^pursuant towhich Customer will --purchase and Motorola will sell the System
and Services, ondescribed below. Motorola and Customer may bereferred toindividually 000^Party and
collectively aothe ^Partiao.^ For good and valuable consideration, the Parties agree oofollows:
Section ATTACHMENTS
11. EXHIBITS. The Exhibits listed below are exhibits related to the System sale and
implementation. These Exhibits are incorporated into and mode o part of this Agreement.
Exhibit "Motorola Software License Agreement"
Exhibit "Payment"
Exhibit Technical and Implementation Documents
C'1 ''System Description" dated March 1' 2023
C'2 "Pricing Summary & Equipment List" dated March 1,2O2
C'3 "Implementation Statement ofWork" dated March 1^2023
C-4 "Acceptance Test Plan" nr^ATP^ dated T8Q
C'5 "Performance Schedule" dated TBO
Exhibit "System Acceptance Certificate"
1�. ADDENDUM (ADDENDA). Customer may elect hopurchase professional oroubeuhpUonoamices
in addition to the System and related services. Any such services will be governed by the terms in the main
body cfthe Agreement and an applicable Addendum containing terms specific to such service. Such
Addenda will bolabeled with the name ofthe service being purchased.
1.3 ORDER OF PRECEDENCE. In interpreting this Agreement and resolving any ambiguities: 1) the
main body ofthis Agreement takes precedence over the exhibits (unless otherwise specified in an exhibit),
and any inconsistency between Exhibits Athrough O 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 DEFINITIONS
Capitalized terms used inthis 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 o particular aamico 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 Uam^ means when Customer first uses the System or Subsystem for operational purposes
(excluding training or testing),
"Confidential Information" means all information consistent with the fulfillment of this Agreementthat is
(i) disclosed under this Agreement in ona|, wxitten, gnaphic, machine neoognizob|e, and/or sample form,
being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination,
hooting or analysis of any herdware, software or any component part thereof provided by discloser to
Communication System and Services Agreement v�9,2021
recipient. The nature and existence of this Agreement are considered Confidential Information. Confidential
Information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed
by the discloser by submitting e written document to the recipient within thirty (30 days after such
disclosure. The written document must contain u summary of the Confidential Information disclosed with
enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent.
"Contract Price" means the price for the System and implementation Services, excluding applicable sales
or similar taxes and freight charges. Further, unless otherwise stated in Exhibit B, "Payment" or the pricing
pages of the propooa|, recurring fees for moinhanonne. SUA, or subscription services are not included in
the Contract Price.
"Oe|iverablea"means all written information (such ooreports, opecificadnnn, designs, p|ano, drawingo,
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, ifany, are more fully described inthe Statement ofWork.
"Derivative Proprietary Materials" means derivatives of the Proprietary Materials that Motorola may from
time to time, including during the course of providing the Services, develop and/or use and/or to which
Motorola provides Customer access.
"Effective Date" means that date upon which the last Party executes this Agreement,
"Equipment" means the hardware components of the Solution that Customer purchases from Motorola
under this Agreement. Equipment that is part of the System is described in the Equipment List.
"Feedback" means comments orinformation, in oral or written form, given to Motorola byCustomer in
connection with or relating to Equipment or Services, during the term of this Agreement.
"Force Majeu,e"means onevent, circumstance, oract that is beyond oParty'sreasonable control, such
ooenact ofGod, nnact ofthe public enemy, onact ofagovernment entity, strikes, other labor disturbances,
supplier performance, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, riots, or any other
similar cause.
"Motorola Software" means software that Motorola or its affiliated companies owns.
"Non -Motorola Software" means software that a party other than Motorola or its affiliated companies
"Open Source Software" (also called "frenwore" 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 mateha|a, induding, but not
limited to, data, modu|ao, uomponento, designo, uU|iUmu, oubuets, objects. program |ioUngo, mode|n,
mathodo|ogiou, pnognama, ayotemo, analysis frameworks, leading practices and specifications which
Motorola has developed prior to, orindependently from, the provision nfthe Services and/or which Motorola
licenses from third parties.
"Proprietary Rights" means the pabynto, patent appioeUons, invanUono, mupyrghts, trade smcrots,
trademarhu, trade nnmes, mask works, know'how, and other intellectual property rights in and hothe
Equipment and Softwana, including those created or produced by yNobuno|o under this Agreement and any
corneotiona, bug fixeo, enhanoamenhe, updates ormodifications to orderivative works from the Software
whether made byMotorola mranother party.
"Services" means system imp|omentation, maintenance, support, or other professional
services provided under this Agreement, which may be further described in the applicable Addendum
Communication System and Services Agreement x2.9.2021
2
and/or SOW.
"Software" (i) means proprietary ouftwan* in object code fonnat, and edapbationo, bane|otionn, de -
compilations, 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
ofthis Agreement.
"Software License Agreement" means the Motorola Software License Agreement (Exhibit A0.
"Software Support Policy" ("SwSP") means the policy set forth at
describing the specific technical support that will be provided to Customers under the Warranty Period and
during any paid maintenance support period for Motorola Software. This policy may bemodified from time
to time at Motorola's discretion.
"Solution" means the combination of the System(s) and Services provided by Motorola under this
Agreement.
"Solution Data" means Customer data that is transformed, nkorod, pnooeoaed, aggragab*d, oonn|ahad 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 todata oonyumom, including customers or
citizens which iomade available toCustomer with the Solution and Services.
"Specifications" means the functionality and performance requirements that are described in the
Technical and Implementation Documents.
"SUA"o,"SUAIll" means Motoro|a'sSoftware 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 Equipmend, including incidental hardware and mateha|e. Softwona, and dooign,
installation and implementation services that are combined together into on integrated ayabem� the
System(s) is (are) described in the Technical and Implementation Documents.
"System Acceptance" means the Acceptance Tests have been successfully completed.
"System 0mtm^ means data created by, in connection with or in relation to Equipment or the performance
of Services under this Agreement.
"Warranty Period" for System Hardware, Software, nrservices related tosystem implementation means
one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Unless
otherwise stated in the applicable Addendum, Warranty Period for other Services means ninety (90) days
from performance of the Service,
Section 3 SCOPE OF AGREEMENT AND TERM
3.1. SCOPE OF WORK, &1nhxnn|o will provdo, install and test the Syst»m(s), and perform its other
contractual responsibilities to provide the 8u|udmn, 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
Communication System and ServiceAgrevmvm^2.9,mo1
3
this Agreement, the Parties will agree to on equitable adjustment of the Contract Price or applicable
subscription fees, Performance Suhedu|e, or both, and will reflect the adjustment in auhangm 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 ParUem, the h*nn of this Agreement begins on the Effective Date and continues
until the date of Final Project Acceptance or expiration of the Warranty Period, or completion of the Services,
whichever occurs |aaL The term and the effective data of recurring Services will be set forth in the
applicable Addendum.
3�. ADDITIONAL EQUIPMENT DRSOFTWARE. For three(3) years after the expiration date of the
Agreamerd. Customer may order additional Equipment or Goftwone, 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 Agreemunt, the applicable
provisions of this Agreement (except for pricing, de|ivery, passage of title and risk of loss to Equipment,
warranty commanooment, and payment terms) will govern the purchase and oo|e of the additional
Equipment or Software. Additional orcontrary terms in the purchase order will be inapp|icab|e, unless
signed by both parties. Title and risk of |oau to additional Equipment will pass at uhipment, warranty will
commence upon dn|ivary, and payment in due within thirty (30) days after the invoice date. Motorola will
send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively,
Customer may register with and place orders through the Motorola Solutions Customer Portal eCommerce
Shop, and this Agreement will be the "Underlying Agreement" for those eCommeroetronuootiono rather
than the aCommerue Shop Terms and Conditions of Sale. eCommmnoe Shop registration and other
information may be found at http�.'.m and the shop
support telephone number iu(8OU)814'OOO1.
3.5. N1OTOROLASOFTVVARE. Any Motorola Software, including subsequent releases, inlicensed ho
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.
3.0. 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
un|aee 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 Licenao/o rights and protections under the Software License Agreement. Motorola makes no
napnauentoUuna or warranties of any kind regarding Non -Motorola 8uftwmna Non -Motorola Software may
include Open Source Software.
37. SUBSTITUTIONS. At no additional cost to Customer, Motorola may uubadbde any Equipmant.
Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and
ioofequivalent orbetter quality tothe Customer. Any substitution will bareflected inochange order.
3.8. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if ^Phoad 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 obubed in the Priced Options exhibit (or if no term is stated, then for one (1) year
after the Effective Ooho). Customer has the right and option to purchase the equipment, software, and
nu|mbnd services that are described in the Priced Options exhibit. Customer may exercise this option by
giving written notice to Seller which must designate what nquipmant, oofbwane, and related services
Customer iaselecting (including quantities, ifapp|ioab|o). Tothe extent they apply, the terms and conditions
of this Agreement will govern the transaction; howavor, 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
termo, maintenance and support provioiono, additions to or modifications of the Software License
Communication System and Services Agreement x2.n.20m1
4
Agreement, hosting tenno, and modifications huthe onneptonna and warranty provisions,
Section SERVICES
41. If Customer desires and Motorola agrees to continue Services beyond the Tann. 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 Pahod, 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 nfWork. Support for the Motorola Software will beinaccordance with K8oboro|a'e
established Software Support Policy. Copies of the SwSP can be found at
and will
basent bymail, email or fax to Customer upon written request. Maintenance Services and support during
the Warranty Period are included in the Contract Price. Un|aeo already included in the Contract Price, if
Customer wishes to purchase 1) additional maintenance or software support services during the Warranty
Pehod�or2)continueorexpandmoinhonanne.00ftwareuupport.innbyUaUon.and/nrSUAuemiceooftmrtha
Warranty Pariod, Motorola will provide the description of and pricing for such services in o separate
proposal document. Unless otherwise agreed by the parties in whting, the terms and conditions in this
Agreement applicable to mointonanne, support, instaUaUon, and/or SU/\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 Smmicom. Customer will issue a purchase order referring tothis Agreement
and the separate proposal document. Omission ufreference to this Agreement in Customer's purchase
order will not affect the applicability ofthis Agreement, yNohoro|o's proposal may include n cover page
entitled "Service Agreement" or"Installation Agraument". as applicable, and other attachments. These
cover pages and other attachments are incorporated into this Agreement by Lhis reference
43. PROFESSIONAL AND SUBSCRIPTION SERVICES. IfCustomer purchases professional or
subscription Services as pad of the Sn|ution, additional or different terms specific to such Service will be
included inthe applicable Addendum and will apply tnthose Services. Customer may purchase additional
professional or subscription services by issuing a purchase order referencing this Agreement and
PNotonz|a'aproposal 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 NYnb»ro|o'o pnnperty, will be deemed proprietary, Confidential Information. This Confidential
Information will be promptly returned at Motorola's request.
4.5. TOOLS. All b»uls, equipment, diem, gmugem, 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 |000 or damage to this propedy, 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 reaeon.
Customer shall return to Motorola all equipment delivered to Customer,
4.6. COVENANT NOT 0EMPLOY. During the term of this Agreement and continuing for aperiod of
two (2) years Uheraafter. Customer will not hire, engage on cuntrao, 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
Communication System and Services Agreement ,,2a,2021
5
to be overly broad under applicable law, it will bemodified as necessary to conform toapplicable law.
4.7. CUSTOMER OBLIGATIONS. If the applicable Statement of Work or Addendum contains
assumptions that affect the Services or De|ivarab|eu. 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 obotmo the nontrury, yNotnrn|o may
rely upon and is not required to eva|uata, oonfirm, rsject, modify, or provide advice concerning any
assumptions and Custom er-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 perfonned.
PNobono|a'o 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 AQreemend. Motorola
recommends that Customer purchase products orother services, nothing in this Agreement precludes
Motorola from participating in a future competitive bidding process or cdhanwiaa offering or selling the
recommended products orother services buCustomer. Customer represents that this paragraph does not
violate its procurement orother |awa, regulations, or policies.
410. PROPRIETARY MATERIALS, Customer acknowledges that Motorola may use and/or provide
Customer with access to Proprietary N1abaha|a and Derivative Proprietary [Noteha|o. The Proprietary
[Nab*rio|e and the Derivative Proprietary Materials are the sole and exclusive property ofMotorola and
Motorola retains all hght, dt|o and interest in and to the Proprietary N1abario|s and Derivative Proprietary
411. ADDITIONAL SERVICES. Any services performed by Motorola outside the scope of this
Agreement at the direction cfCustomer will be considered to be additional Services which are subject to
additional charges. Any agreement toperform additional Services will bereflected inawritten and executed
change order, Addendum oramendment tothis Agreement.
Section 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 CONTRACT PRICE, PAYMENT AND INVOICING
61 Customer affithat a purchaseorder notice to proceed is not required for contract
or for subsequent years of service, if any, and that Customer will use its best efforts to appropriate
funds according to the Payment Schedule. In the event funds are not appropriated for payments due
under this Agreement, the Customer shall immediately notify Motorola of such occurrence and this
Agreement shall terminate on the last day of the fiscal year for which the appropriation was made
without penalty or expense to the Customer of any kind whatsoever. To the extent Motorola has
delivered Equipment or performed Services prior to the last day of the fiscal year for which the
appropriation was made, Customer shall be liable for such Equipment or Services. 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
6.2. CONTRACT PRICE. The Contract Price in U.S. dollars is ��.�~�`��_������~. 1f
applicable, epricing summary mincluded with the Payment schedule inExhibit B. Motorola has priced the
Servoes. Software, and Equipment as an integrated System. A change in Software or Equipment
quantities, or Gemioeu, may affect the overall Contract Phoe, including discounts if applicable. Fees for
professional, SUA, and/or subscription services which are not included inthe Contract Price may be |isteo@
|nExhibit B.the pricing pages ofthe proposal, mrthe applicable Addendum.
6.3. INVOICING AND PAYMENT. Motorola will submit invoices hoCustomer according huthe Payment
schedule in Exhibit8. Invoices will be mailed uremai|udto Customer pursuant hoSection 6.5. Invoicing
and Shipping Addresses. Except for n 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 inthe form cfowire transfer, check, orcashier's check from aU.S. financial institution. Dwmndum
invoices will bear simple interest at the maximum e||nweb|o rate. For reference, the Federal Tax
Identification Number for Motorola is 36'1115800.
6.4. FRBGHT, T[TLE, AND RISK OF LOSS. Motorola will pre -pay and add all freight charges to the
invoices. Title and risk ufloss bothe Equipment will pass to Customer upon shipment Title to Software
will not pass to Customer atany time. Motorola will peck and ship all Equipment in accordance with good
commercial practices.
6.5. INVOICING AND SHIPPING ADDRESSES. Invoices will besent tothe Customer atthe following
address:
Name,
Address,
���
E'|NVO|CEToreceive invoices via email:
Customer Account Number:
Customer Accounts Payable Email:
�`-_~—��.���^.��_'_�—�-��-__�������
Customer CC(opUona0EmeiL��
The address which is the ultimate destination where the Equipment will be delivered toCustomer is�
Name:
The Equipment will boshipped tnthe Customer atthe following address (insert ifthis information isknown)
Name:
*ooreoo:
Customer may change this information by giving written notice to Motorola.
Section 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, |icanaen, and any other approvals thatare necessary to develop oruse the sites and
mounting locations; and access to the worksites or vehicles identified in the Technical and Implementation
Documents uureasonably requested by Motorola nnthat itmay perform its duties in accordance with the
Performance Schedule and Statement ofWork. |fthe Statement ofWork uoindicates, Motorola may assist
Customer inthe local building permit process.
7.2, SITE CONDITIONS. Customer will annuns that all work sites it provides will be oafe, oocuna, and
incompliance with all applicable industry and OSHA standards. Tothe extent applicable and unless the
Statement of Work states to the contrary. Customer will ensure that these work oibae have adequate:
physical ap000; air conditioning and other environmental conditions; adequate and appropriate electrical
power outlets, distribudon, equipment and connections; and adequate telephone nrother communication
lines (including modem access and adequate interfacing networking capabilities), all for the installation, use
and maintenance ofthe System. Before installing the Equipment orSoftware atowork site, Motorola may
inspect the work site and advise Customer ofany apparent deficiencies or non -conformities with the
requirements nfthis Section, This Agreement iupredicated upon normal soil conditions aadefined bythe
version ofE.|.A. standard RS'222 in effect nnthe Effective Date.
Communication System and Services Agreement ,2,9 2021
7
7.3. SITE ISSUES. If Party determines that the odoo identified inthe 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 uu|act replacement sites oradjust the installation
plans and specifications as necessary. If change in sites oradjustment tothe installation plans and
specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract
Phoa. Performance Schedu|a, or both, by 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 atnaining program less than thirty (3U)
days before its scheduled start date, Motorola may recover these additional costs.
Section SYSTEM ACCEPTANCE
91. COMMENCEMENT OFACCEPTANCE TESTING. Motorola will provide toCustomer atleast 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 8yobsm 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 anacceptance certificate for the Subsystem orphase. |fCustomer believes the System has failed
the completed Acceptance Tests. Customer will provide to Motorola o written notice that includes the
specific details of the failure. |fCustomer does not provide to Motorola o failure notice within thirty(3U)
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 o whole will not postpone System Acceptance or Subsystem
occaptanoa, but will be corrected according to o mutually agreed schedule.
9.3. BENEFICIAL USE. Customer acknowledges that [Notondo'a ability to perform its implementation
and b*odng responsibilities may be impeded if Customer begins using the System before System
Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without
K0otono|a'u prior written authorizatiun, 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]. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform inaccordance with
the Specifications inall material respects. Upon System Acceptance cvBeneficial 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 intmrmodu|ntion; or
Communication System and Services Agreement xe�.20m1
8
Customer changes toload usage orconfiguration outside the Specifications,
10,2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment
under normal use and service will befree from mohaho| defects in mab*ha|u and workmanship. If System
Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes beyond
N1otorn|o'mcontro|.thiawarrentyexpiraoeighteen(18)monthmaftnrtheahipmentofthnEquipmnnL
10L3. SOFTWARE WARRANTY. Except aodescribed inthe SwSPand unless otherwise stated inthe
Software License Agreement, during the Warranty Period, Motorola warrants the Software in eocovdonoa
with the warranty terms set forth in the Software License Agreement and the provisions of this Section that
are applicable tothe Software. |fSystem Acceptance iodelayed beyond six (G)months after shipment of
the Motorola Software byevents orcauses beyond K8otoru|a'aoontvo|. this warranty expires eighteen (18)
months after the shipment ofthe Motorola Software. Nothing inthis Warranty provision iaintended bo
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 nomna|,
oustomary, and authorized mannar� accident, |iquido, nng|ect, or acts of God� heoting, mainbenance,
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) orconoumnb|eo; (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 Equipmant� and
(vii)normal orcustomary wear and tear.
10.5. SERVICE WARRANTY. During the Warranty Pahod, yNntonu|a warrants that the 8mmioea will be
provided in m good and workmanlike manner and will conform in all mobnha| respects tuthe opp|icotdn
Statement ofWork. Services will befree ofdefects in materials and workmanship for aperiod ufninety (QO)
days from the date the performance of the Services are completed. Customer acknowledges that the
Oe|ivorob|eomoynontoinreuummundotione.ouggeadononradvioefromN1mtoro|etuCuotomer(cn||ectivn|y.
^nacnmmmndaUuna^). Motorola makes no warranties concerning those recommendations, and Customer
alone accepts responsibility for choosing whether and how to implement the recommendations and the
results tnberealized from implementing them.
10.6. WARRANTY CLAIMS. Toassert awarranty claim, Customer must notify Motorola inwriting ufthe
claim before the expiration ofthe Warranty Period. Upon receipt ofthis notice, Motorola will investigate the
warranty claim. If this investigation confirms o valid Equipment or Software warranty o|oim. N1obzno|a 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 pnoduct, or refund the price of the defective Equipment or K8nbzru|a
Software. These actions will bethe full extent ofyNobono|a'a liability for the warranty claim, In the event of
a valid Services warranty c|oim. Customer's oo|o remedy is to require N1obzro|o to re -perform the non-
conforming Service or to rofund, on a pnn'rata baais, the fees paid for the non -conforming Service. If this
investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding
tnthe claim on atime and materials basis using KAotoro|a'athen current labor rates. Repaired or replaced
product in warranted for the balance of the original applicable warranty period. All nap|000d products or
parts will become the property ofMotorola.
10I ORIGINAL END USER |SCOVERED. These express limited warranties are extended byMotorola
to the original user purchasing the System or Services for commercial, industrial, or governmental use only,
and are not assignable nrtransferable.
10.8. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE
WARRANTIES FOR THE EQUIPMENT AND &4OTOROLA SOFTWARE PROVIDED UNDER THIS
Communication System and Services Agreement v�.20a1
9
AGREEMENT AND ARE GIVEN |NLIEU OFALL OTHER WARRANTIES. MOTOROLADISCLAIMS ALL
OTHER WARRANTIES OR CONO0ONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF K8ERCHANTAB|L|TY, NON'|NFR|N8BNENT, AND FITNESS FORA PARTICULAR
PURPOSE
Section 11 DELAYS
111. FORCEMAJBURE. Neither Party will beliable for its non-performance cvdelayed performance if
caused byeForce N1*jeure. AParty that becomes aware nfeForce K8ajeunothat will significantly delay
performance will notify the other Party promptly (but in no event later than fifteen days) after itdiscovers
the Force yNsjnure. If Force yNajaure 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 no if no delay occurred; and the Parties will execute a change order to extend the
Performance Schedule and, if nequoob»d, 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 enginooring, 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
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 (^NoUcecfDiopute^). The Parties will attempt bnresolve the Dispute promptly through good faith
noQododone 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 nosn|vmd within
ten (10) days from the Notice of Dispute, the Parties will proceed to mediation.
12.3. MEDIATION. The Parties will choose anindependent mediator within thirty (3U)days cfonotice
tomediate from either Party ("NndneofPWediaUon^). Neither Party may unreasonably withhold consent bo
the selection of mediator. If the Parties are unable to agree upon e mediator, either Party may request
that American Arbitration Association nominate amediator. Each Party will bear its own costs nfmediation,
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 business executive with authority to settle the
12.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days
after receipt ofthe Notice nfMediation, either Party may then submit the Dispute buacourt ofcompetent
jurisdiction in the abde in which the System is installed. Each Party irrevocably ognaeo to submit to the
exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with
this Agreement.
12.5. CONFIDENTIALITY. All communications pursuant bosubsections 12.2and 12.3will botreated oa
compromise and settlement negotiations for purposes cfapplicable rules ofevidence and any additional
confidentiality protections provided byapplicable law. The use ofthese Dispute resolution procedures will
not heconstrued under the doctrines cf|aohen.waiver orestoppel boaffect adversely the rights ofeither
Communication System and Services Agreement v2.o.2021
10
Section 13 DEFAULT AND TERMINATION
13.1- DEFAULT BYA PARTY. |feither Party fails toperform omaterial obligation under this Agreement,
the other Party may consider the non -performing Party to be in default (unless a Force Majeure causes the
failure) and may assert o default claim bygiving the non -performing Party a written and detailed notice of
default. Except for a default by Customer for failing to pay any amount when duo under this Agreement
which must be cured immodietn|y, the defaulting Party will have thirty (30) days after receipt of the ncdioa
ofdefault to either cure the default or, if the default is not curable within thirty (30) doyo, provide e written
cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by
the other Party that itapproves the plan. |fCustomer iathe defaulting Party. Motorola may stop work on
the project until itapproves the Customer's cure plan,
13.2. FAILURE TO CURE. If defaulting Party fails to ouna the default as provided above in Section
13.1, unless otherwise agreed inwriting, Uhenon'dofmultingPertymaybenninab*onyunfulfiUedporUonof
this Agreement. |nthe event of termination for default, the defaulting Party will promptly return bothe non -
defaulting Party any ofits Confidential Information. |fCustomer iathe 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 N1obonn|a neonunob|e costs incurred to complete the Gyobam to a
capability not exceeding that specified in this Agreement |aaa 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 dehsu|t. Customer shall
pay Motorola for the conforming Equipment and/or Software delivered and all services performed.
Smctimn14 INDEMNIFICATION
141. GENERAL INDEMNITY BY Motorola. Motorola will indemnify and hold Customer harmless from
any and all liability, expense, judgment, suit, cause of action, or dernand for personal injury, death, or direct
damage to tangible property which may aoonua against Customer to the extent it is onunad 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 aabo forth the full
extent of yNotoro|e'a general indemnification of Customer from liabilities that are in any way related to
yNobzno|a'operformance under this Agreement.
14.2. PATENT AND COPYRIGHT INFRINGEMENT,
14.2.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on
o third -party claim alleging that the Equipment manufactured by Motorola or the Motorola Software
("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim"). Motorola's
duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of
the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its
settlement nrcompromise; and Customer providing to Motorola cooperation and, if requested by K8otoro|e,
reasonable assistance in the defense of the Infringement Claim. In addition to N1utunn|a'o obligation to
defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer
Communication System and Services Agreement ^�9.2021
11
by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing. by Motorola in
settlement ofanInfringement Claim.
14.2.2 IfanInfringement 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 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) [Nmhono|o Product designed ormanufactured in accordance with
Customer's daaigna, npecifinationo, guidelines or inatructiono, 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 toinstall enenhancement release tothe Motorola Software that iointended tncorrect the claimed
infringement. In no event will Motorola's liability resulting from its indemnity obligation to Customer extend
in any way bo royalties payable on a per use basis or the Customer's nemanueo, or any royalty basis other
than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of
the infringing N1ntono|e Product.
14.2/4. This Section 14 provides Customer's sole and exclusive remedies and yNoboro|a'oentire liability in
the event ofan 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 orprinciple, inconnection with anInfringement Claim. |naddition, the rights and remedies provided
in this Section 14 are subject hoand limited bythe restrictions set forth in Section 15.
Smction15 LIMITATION OF LIABILITY
Except for personal injury or death, K8otovo|e's total liability, whether for bnnonh of contract, wonanty,
negligence, strict liability in bort, indomnifioatimn, or oUhmrwiue, 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 |000eo 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 |avv, but not to exceed the price of twelve
(12) months of 8amioos preceding the incident giving rise to the claim. ALTHOUGH THE PARTIES
ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAK8AGES, THEY AGREE THAT
&1OTOROLAVV|LL NOT BE LIABLE FOR ANY COMMERCIAL LOSS. INCONVENIENCE, LOSS OF USE,
LOSS T/W4E, DATA, 8OOOVV|LL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL,
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING
FROM THIS AGREEK8ENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTVVARE, OR THE
PERFORMANCE OF SERVICES 8YK8OTOROLA PURSUANT TOTHIS 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 tuthe 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 anopen account.
Section 16 CONFIDENTIALITY AND PROPRIETARY RIGHTS
161. CONFIDENTIAL INFORMATION,
Communication System and Services Agreemo��2,g20m1
12
1611. Each party inodisclosing party ("Oiudoser")and areceiving party ("Recipient")under this
Agreement. All Deliverables will be deemed tobe N1ubonda'aConfidanUa| Information. During the term of
this Agreement and fora period of three (3) years from the expiration or termination ofthis Agreement,
Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential
Information to only those employees (ino|uding, but not limited to, employees of any wholly owned
ouboidiary, a parent nnmpmny, any other wholly owned subsidiaries of the same parent nompony), egnnhe
or consultants who must be directly involved with the Confidential Information for the purpose and who are
bound byconfidentiality terms substantially similar bothose in this Agreement; (iii) not oopy, ropnoduca,
reverse onginoer, decnmpi|e. nrdisassemble 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
diuc|osuneofConfidmnUa||nformation�(v)prompt|ynoUfyOiao|oaorupondiuooveryofonyunauthorizeduue
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.
161.2. Recipient ionot obligated tomaintain aaconfidential, 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 athird party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to such
diou|uuune�or(v)iaindapendmndydeva|opedbyRenipiantvvithouttheuseofonyofOiudoaar'aCunfidantia|
Information or any breach of this Agreement.
16j.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
nmoaouory in order hnfulfill this Agreement. Within tan (10) days ufreceipt ufDioc|ouer'owritten request.
Recipient will return all Confidential Information to Discloser along with all copies and portions thereof, or
certify inwriting that all such Confidential Information has been destroyed. Howmver. Recipient may retain
one (1) archival copy of the Confidential Information that it may use only in case of 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 bythis Agreement. The Discloser
warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this
Agreement.
16.2. PRESERVATION OF &4OTOROLA'S PROPRIETARY RIGHTS. Mobornks, 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 Gnftwonn, and nothing in this Agreement is
intended to restrict their Proprietary Rights, All intellectual property developed, originated, or prepared by
yNobnro|o in connection with providing to Customer the Equipment. Sufbwane, or related services remain
vested exclusively in N1otoru|a, 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 toCustomer, either directly orbyimplication, estoppel, or otherwise, any right, title orinterest
in N1otoro|o'o Proprietary Rights. Customer will not modify, diaaooamb|o, peel nomponento, decompi|e,
otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works
from, odnpt, trona|oto, merge with other ooftwaro, rapnoduca, diatribute, aub|ioenae, ee|| or export the
Software, orpermit orencourage any third party huduso. The preceding sentence does not apply toOpen
Source Software which is governed by the standard license of the copyright owner.
16.3 VOLUNTARY DISCLOSURE, Except as required tofulfill its obligations under this Agreement,
Motorola will have no obligation to provide Customer with access to its Confidential |nfonnoUnn and/or
proprietary information. Under no circumstances will Motorola be required to provide any data related to
cost and pricing.
16/4 DATA AND FEEDBACK.
18.4.1 Tothe extent permitted by law, Customer owns all hghd, title and interest in Gyobam Data created
Communication System and Services Agreement v,2.9,2021
13
solely by itmits agents (he��"Customer Data"), and grants to Motorola the right touse, host, cache,
store, reproduce, copy, modify, combine, analyze, create derivatives from, communicate, transmit, publish,
display, and distribute such Customer Data.
16.4.2 Motorola owns all right, title and interest in data resulting from System Data that iaorhas been
transformed, altered, processed, aggregated, correlated or operated on (hereafter, "Derivative Data").
18.43 Any Feedback given by Customer is and will beentirely voluntary and, even if designated as
uonfidenba|, will not create any confidentiality obligation for Motorola. Motorola will be free to use,
reproduce, license orotherwise distribute and exploit the Feedback without any obligation to Customer.
Customer acknowledges that K8ohono|o'u 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 inwhole or in pad, on the Feedback are the exclusive property ofMotorola and all right, title and
interest in and to such fixes, modifications orimprovements tnthe Motorola product orservice will vest
solely in Motorola.
Section 17 GENERAL
171. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes,
assessments or duUeo, all of which will be paid by Customer except as exempt by law. If N1obonda is
required to pay any of these toxea. 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 euprovided herein, neither Party may assign
this Agreement or any of its rights or obligations hereunder without the prior written consent of the other
Party, which consent will not beunreasonably withheld. Any attempted assignment, delegation, urtransfer
without the necessary consent will be void. Notwithstanding the fonogning. Motorola may assign this
Agreement to any of its affi|iebom or its right to receive payment without the prior consent of Customer. In
addition, in the event Motorola separates one ormore ofits businesses (each e "Separated Bunineon^).
xvhethmrbyvvayofeoa|a.autmb|inhmentofa]ointventura.apin'offorothanmiva(eacha^8oparetion Event"),
Motorola may, without the prior written consent of the other Party and at no additional cost to yNotono|a,
assign this Agreement such that it will continue to benefit the Separated Business and its nffi|iotno (and
Motorola and its effi|iateo, to the extent applicable) following the Separation Event. Motorola may
subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.
173. WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will
not boewaiver ofthe right orpower. For owaiver ofnright orpower tobeeffective, itmust bainewriting
signed bythe waiving Party. An effective waiver cfaright orpower will not beconstrued aaeither afuture
or continuing waiver of that same right or power, or the waiver of any other right or power.
17,4. SEVERAB|LDY. 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
17.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement ooan
independent contractor. The Parties and their personnelwill not baconsidered hobaemployees oragents
ofthe other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority
Communication System and Services Agreement xz.e.2021
14
bomake commitments ofany kind for the other. This Agreement will not constitute, create, orbainterpreted
as a joint venture, partnership or formal business organization of any kind.
17.6. HEADINGS AND SECTION REFERENCES, The section headings inthis 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 oragainst either Party.
177. NOTICES. Notices required under this Agreement to be given byone Party tothe other must be
inwriting ondeithmrpormonaUydm|ivaradormenthothaeddrenaprovidedbytheotherPortybynertifiedmai|.
return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express,
UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt.
17.8. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state,
and local laws, regulations and rules concerning the performance of this Agreementoruse ofthe System.
Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and
authorizations required for the instaUotion, operation and use of the System behzno the scheduled
installation ofthe Equipment. Although Motorola might assist Customer in the preparation of its FCC license
applications, neither N1otonn|o nor any ofits employees is an agent or representative of Customer in FCC
orother 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
beavailable for onadditional fee. Any required changes may also impact the price for Services.
1710. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all
necessary approvao, consents and authorizations to enter into this Agreement and to perform its dudes
under this Agreement; the person executing this Agreement nn its behalf has the authority bodo so; upon
execution and delivery of this Agreement by the Partiaa, it is a valid and binding conbact, enforceable in
uoouvdanuevvithitaterma�andtheexacution.de|ivery.andperformanceofthioAgreementdoeenntvim|ate
any bylaw, charter, regulation, law or any other governing authority of the Party.
1711. ADMINISTRATOR LEVEL ACCOUNT ACCESS. Ifapplicable hothe type ofSystem purchased by
Customer, Motorola will provide Customer with Administrative User Credentials. Customer agrees hoonly
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 yNobono|n System
support personnel. Customer understands that changes made as the Administrative User can significantly
impact the performance ofthe System. Customer agrees that itwill besolely responsible for any negative
impact on the System or its users by any such changes, System issues occurring as a naou|t 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 N1oturu|o on a time and materials basis for
resolving the issue.
Communication System and Services Agreement xza2021
15
17.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this
Agreement for any reason: Section 3.5 (Motorola Software); Section 3.6 (Non-Motorola Software); if any
payment obligations exist, Sections 6.2 and 6.3 (Contract Price and Invoicing and Payment); Subsection
10.8 (Disclaimer of Implied Warranties), Section 12 (Disputes); Section 15 (Limitation of Liability): and
Section 16(Confidentiality and Proprietary Rights) and all of the General provisions in Section 17.
17.13. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of
the Parties regarding the subject matter of the Agreement and supersedes all previous agreements,
proposals,and understandings,whether written or oral, relating to this subject matter. This Agreement may
be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties had
executed it as a single document. The Parties may sign in writing, or by electronic signature, including by
email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff image, of a
signature, shall be treated as and shall have the same effect as an original signature. In addition, an
electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated
as and shall have the same effect as an original signed copy of this document. This Agreement may be
amended or modified only by a written instrument signed by authorized representatives of both Parties.
The preprinted terms and conditions found on any Customer purchase or purchase order,acknowledgment
or other form will not be considered an amendment or modification of this Agreement, even if a
representative of each Party signs that document.
The Parties hereby enter into this Agreement as of the Effective Date
Motorola lu�ons, I c. Customer,/
By: By: eW1,-///t) '
,rz
Name: Jeff Stowasser Name: � A{ /� ti1 - iqoSG
Title Area Sales Manager Title: 1 f .. dJ
: o�
Date 8/22/23 Date f l
Communication System and Services Agreement v.2.9.2021
16
1712. SURVIVAL OFTERMS. The following provisions will survive the expiration ortermination ofthis
Agreement for any reason: Section 3.5 (N1nbondn Software); Section 3.6 (Non -Motorola Software); if any
payment obligations exist, SemtionuG.2 and 6.3 (Contract Price and Invoicing and Payment); Subsection
10.8 (Disclaimer of Implied VVornonUeo); Section 12 (Disputes); Section 15 (Limitation of Liability); and
Section 16 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 17.
17.13. ENTIRE AGREEMENT. This Agreement, including all ExhibKu, constitutes the entire agreement cf
the Parties regarding the subject matter of the Agreement and supersedes all previous agraamente,
proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may
be emanubad in multiple ouunterpadu, and ohoU have the name legal force and effect no if the Parties had
executed itooa single document. The Parties may sign in whting, orbyelectronic signature, including by
email. An electronic oignotura, or a facsimile copy or computer imago, such on a PDF or tiff image, of
oignetuna, ahoU be treated as and uhoU have the ooma effect as on original signature. In addiUon, 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 byo 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 on amendment or modification of this Agreament, even if a
representative ofeach Party signs that document.
The Parties hereby enter into this Agreement eoofthe Effective Date.
Motorola Solutions, Inc.
'
Name:
Title:
Tdle:^
Communication System and ServiceAgreement x2a2021
Customer
Name:
Title:
10
Exhibit A
MOTOROLA SOFTWARE LICENSE AGREEMENT
This Exhibit A Motorola Software License Agreement ("Agreement") is between Motorola Solutions, Inc.,
("Motorola"), and �("Licensee"),
For good and valuable consideration, the parties agree asfollows:
Section 1 DEFINITIONS
11 "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 3oftwona
(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 ^{3pnn Source Software License" means the terms or conditions under which the Open Source
Software is licensed.
1.5 "Primary Agreement" means the agreement towhich this exhibit isattached.
1.8 ^8ecuhb/ Vulnerability" means o flaw or weohnnoo in system security proceduren, deoign,
implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited)
and result in n security breach such that data is oompnomiood, manipulated or stolen or the oyob»m
damaged.
17 ^Sofbmore"(i)means proprietary software inobject code format, and adaptations, tnano|aUuno.de'
uompilationu.dioaooemblioo.emu|aUonu.orderivaUvewmrkoufauchooftwana;(ii)meonomnymndifiootiono.
enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain
one ormore items mfsoftware owned bynthird party supplier. The term ^Softwore^does not include any
third party software provided under separate license or third party software not licensable under the terms
ofthis Agreement.
Section SCOPE
Motorola and Licensee enter into this Agreement in connection with N1otonn|o'm delivery of certain
proprietary software orproducts containing embedded orpno'|oaded proprietary software, or both. This
Agreement contains the tanno and conditions of the license Motorola is providing to Licensee, and
Licensee's use nfthe proprietary software and affiliated documentation.
Section GRANT C,FLICENSE
31. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola
grants to Licensee o personal, limited, non -transferable (except as permitted in Section 7) and non-
exclusive license under [Notono|a'm copyrights and Confidential Information (as defined in the Primary
Agreement) embodied in the Software to use the 8oftwene, inobject code form, and the Documentation
uo|m|y in connection with Licensee's use of the Designated Products. This Agreement dmme not grant any
rights tosource code.
Communication System and Services Agreementv�9,2021
17
3Z 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 o 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 Licenaoe. 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 befound).
3.3 TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED
VV[TH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES
EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE ENO USER, THEN THAT AGREEMENT
SUPERSEDES THE SOFTWARE LICENSE AGREEMENT ASTOTHE END USER OFEACH SUCH
PRODUCT.
Section LIMITATIONS ONUSE
4.1. Licensee may use the Software only for Licensee's internal business purposes and only in
accordance with the Documentation. Any other use ofthe Software iostrictly prohibited. Without limiting
the gmnano| nature of these neuthotiona. 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 orsharing arrangement.
4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble,
paa| ummponmnts, decompi|a, reprogram or otherwise reduce the Software orany portion toa human
paroepdib|ehomnorcdhenwiaeattemptboreonuatetheonuroeoodu�(ii)modify.udo[d.onoot»darivoUvewmrka
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, orpermit the use of, the Software inomanner that would result inthe 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 anuhivo|, back'up, or di000har 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 cfthe Software.
4.8. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable cnallow
any third party to: (i)install olicensed copy cf the Software nnmore than one unit ofaDesignated Product;
or (ii) copy onto or transfer Software installed in one unit of Designated Product onto one other device,
Licensee may temporarily transfer Gofbwmnu installed on a Designated Product to another device if the
Designated Product is inoperable or malfunctioning, if Licensee provides written nuUnm to Motorola of the
temporary transfer and identifies the device on which the Goftwono 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 bmremoved from the other device. Licensee must provide prompt written
notice toMotorola atthe time temporary transfer iadiscontinued.
4.4 Licensee will maintain, during the term of this Agreement and for a period of two yearsthereafter,
ocouroba 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
Communication System and Services Agreement "2,n.mm1
18
security regulations. Motorola is responsible for the payment ofall expenses and costs ofthe 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 Oncumentation, inc|uding, but not limited to, all rights in pabento, patent applinaUona, inveniono,
onpyhghba, tnodomndm, trade omurets, trade namaa, and other proprietary rights in or relating to the
Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications,
adoptations, bano|odona, da'unmpi|etiono, dioaasemb|ieo, emulations to or derivative works from the
Software or Documentation, whether made by Motorola or another party, or any improvements that result
from YNotonn|a'a processes or, provision of information services). No rights are granted to Licensee under
this Agreement by imp|ioaUon, estoppel or othenmino, except for those rights which are expressly granted
to Licensee in this Agreement. All intellectual property developed, originoted, or prepared by Motorola in
connection with providing the Software, Designated Products. Documentation or related sorvinao, remains
vested exclusively in Motorola, and Licensee will not have any shared development orother intellectual
property rights,
Section LIMITED WARRANTY; DISCLAIMER OFWARRANTY
61 Unless otherwise stated in the Primary Agreement, the commencement date and the Uumn of the
Software warranty will be a period of ninety (90 days from KUobnoha'o shipment of the 8uftwona (the
'Wanunh/ Period"). If Licensee is not in breach ofany ofits obligations under this Agreement, Motorola
warrants that the unmodified Software, when used properly and in accordance with the Documentation and
this Agraemant, 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
odefect occurs will be determined by Motorola ao|a|ywith reference tothe Documentation. Motorola does
not warrant that Licensee's use of the Suftmmna or the Designated Products will be unintnnuptnd, error -
free, completely free nfSecurity Vulnerabilities, or that the Software or the Designated Products will meet
Licensee's particular requirements. Motorola makes norepresentations orwarranties with respect toany
third party software included inthe Software. Notwithstanding, any warranty provided byacopyright 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 hnremedy any material Software defect covered bythis warranty. These efforts will
involve either replacing the media or attempting to correct aignificant, demonstrable program or
documentation errors orSecurity Vulnerabilities. |fMotorola cannot correct the defect within areasonable
time. then at PNubono|a'u option, Motorola will replace the defective Software with functionally -equivalent
Software, |ioanea to Licensee substitute Software which will accomplish the same objeotiva, or terminate
the license and refund the Licensee's paid license fee.
6.3. Warranty claims are described in the Primary Agreement.
6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all
other warranties (express or imp|iad, ono| or written) with respect to the Software or DocumenbaUon,
including, without |imitatiVn, any and all implied warranties of oondition, tiUa, non'infhngement,
merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has
reason to knmw, has been advined, or is otherwise aware nfany such purpose or ume), whether arising by
|aw, 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
Communication System and Services Agreement v,2,e.2021
19
consent, Motoro|a'oconsent may be withheld at its discretion and may baconditioned upon transferee
paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products
are [Noboro|a'o radio products and Licensee transfers ownership of the K0obono|o radio products to e third
party. Licensee may assign its right to use the Software (other than CPS and K8otom|a'e 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 u transfer form to be provided by Motorola upon requeat, obligating the
transferee tobmbound bythis Agreement.
Section TERM AND TERMINATION
81 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 N1oborn|a. unless Licensee breaches this Agreement,
in which 000m this Agreement and Licensee's right to use the Software and Documentation may be
terminated immediately upon notice byMotorola.
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 nolonger inuse byLicensee.
8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the
development, markaUnA, 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 |ovv or in equity (including immediate injunctive relief and repossession of all
non -embedded Software and associated Documentation unless Licensee is a Federal agency of the United
States Government).
Section 9 Commercial Computer Software
9.1 This Section 0only applies hxb/S.Government end users. The Software, Documentation and updates
are commercial items as that term is defined at 48 C.F.R. Part 2.101, consisting of "commercial computer
software" and "computer software documentation" as such terms are defined in 48 C.F.R.Part 252.227'
7014(a)(1)and48C.F^R Part 252.227'7014(a)(5).and used in48C.F.R.Part 12.312and 4DC.FR Port
227.7202. as applicable. Consistent with 48C.F.R. Pert 12.212, 48 C.F.R. Port252.227'7O15. 48 C.F.R.
Part 237.72O2'1through 227.72O2'4.4OC.F.R.Part 52227'1Q.and other relevant sections mfthe Code of
Federal Regulations, as applicable, the Software, Documentation and Updates are distributed and licensed
to U.S. Government end users: (i) only as commercial items. and (ii) with only those rights as are granted
to all other end users pursuant to the terms and conditions contained herein.
9.2 If Licensee is licensing Software for end use by the United States Government or a United States
Government agency, Licensee may transfer such Software |icenae, but only if: (i) Licensee transfers all
copies of such Software and Documentation to such United States Government entity or interim transferee,
and (ii) Licensee has first obtained from the transferee (if applicable) and ultimate end user an enforceable
end user license agreement containing restrictions substantially identical tothe ones contained in this
Agreement. Except as stated in the foregoing, Licensee and any transferee(s) authorized by this subsection
9.2 may not otherwise use or transfer or make available any Motorola software to any third party nor permit
any party tndoso.
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
Communication System and Services Agreement x2,n,2oz1
20
concerning Confidential Information apply.
SmuUmn 11 LIMITATION OF LIABILITY
The Limitation ofLiability provision iadescribed inthe Primary Agreement.
Section 12 NOTICES
Notices are described inthe Primary Agreement.
Smution13 GENERAL
131. COPYRIGHT NOTICES, The existence ofacopyright notice onthe Software will not baconstrued
as an admission or presumption of publication of the Software or public disclosure ufany trade secrets
associated with the Software.
13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software iusubject hothe laws and
regulations of the United States and Licensee will comply with all applicable laws and regulations, including
export laws and nogu|odonu 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 reahip, or divert, through direct or indirect muana, 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.
133 FUTURE REGULATORY RBQU|REK8ENTS, The Pates 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
baavailable for enadditional fee. Any required changes may also impact the price for Services.
114, ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its
obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or
consent ofLicensee.
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 enUty, or the internal substantive laws of the State of Illinois if
Licensee is not o sovereign government entity. The terms of the U.N.Convention on Contracts for the
International Se|o of Goods du not apply. In the event that the Uniform Computer Information Transaction
Ao, any version of this An, ore substantially similar law (collectively ''UC|TA'') becomes applicable to o
port/e performance under this Agreement, UC)TA 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.
13G THIRD PARTY BENEFICIARIES, This Agreement iaentered 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
nothird party iudeemed abeneficiary ofthis 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
ofthis Agreement.
Communication System and Services Agreement v�9.2021
21
13.7. SURVIVAL. Sections 4. 5, 6.4. 7, 8. Q. iO. 11 and 13survive the termination ofthis Agreement.
13.8. ORDER OFPRECEDENCE. |nthe event of inconsistencies between this Exhibit and the Primary
Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of
this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter.
13.9. SECURITY. Motorola uses reasonable means inthe design and writing cf its own Software and
the acquisition cfthird party Software bolimit Security Vulnerabilities. While nosoftware can beguaranteed
to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps
set forth inSection Gofthis Agreement.
Communication System and Services Aomomonuu9.20m1
22
Exhibit
PAYMENT
Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within
thirty (3U)days after the date ufeach invoice. Customer will make payments when due inthe form ofa
check, cashier's check, or wire transfer drawn on a U.S. financial institution. If Customer has purchased
additional Professional or Subscription services, payment will be in accordance with the applicable
addenda. Payment for the System purchase will be in accordance with the following milestones.
System Purchase (excluding Subscribers, ifapplicable)
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 or factory;
3. 10% ofthe Contract Price due upon installation ofequipment; and
4. S%mfthe Contract Price due upon Final Acceptance.
If Subscribers are purchased, 100% of the Subscriber Contract Price will be invoiced upon
shipment (as ahippmd).
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 o site -by -site basis or when
professional services are cnmp|ebnd, 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 tototal contract price. Overdue invoices will bear simple interest atthe
maximum a||nvvob|e note by state law.
For Lifauyc|mSupport Plan and Subscription Based Services:
Motorola will invoice Customer annually inadvance mfeach year ofthe plan.
The chart below outlines the hourly labor rates for Motorola 8yuVam 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.
Project
Levels IVII[anagement
Resource Ty pes
System
Engineering
avomzm �
Technologist �
Administration
Project
[
� �$24/0
�
250,00
2� LV :u000
$ uz000 �
170.00
Table - xpvnvnate
These rates apply to ordinary days and times (Monday to Friday during the hours 8am to 5pm), Additional
surcharges may apply towork done outside these dmohomoo The minimum charge for any resource will be4hours,
Travel expenses are not included in these rates and may be charged separately. The qualifications of each type and
level ofresource are defined inthe tables found ot
' All
Motorola System Integration personnel assigned !uthis project will Uoclassified according these levels, . Project
Administrative roles are varied and their specific duties and qualifications will be determined by the complexity and
requirements ofeach project.
Communication System and Services Agreement x2o.2021
23
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
work required for Final Project Acceptance:
Customer Representative: Motorola Representative:
Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
Communication System and Services Agreement v.2.92021
24
MAINTENANCE, SUPPORT AND L|FECYCLEMANAGEMENT ADDENDUM
This Addendum to the Communications System and Services Agreement mother previously
executed Agreement oumerdk/ in force, as applicable ("Primary Agreement") additional
ordifferent terms and conditions to govern the sale of yWointenonne. Support and Lifecyo|a
Management services. The terms in this Addendum are integral toand incorporated into the
Primary Agreement signed bythe Parties.
All capitalized terms not otherwise defined herein shall have the same meaning asdefined inthe
Primary Agreement.
^YNUA^means Microwave Upgrade Agreement (N1UA)
"NUA"means Network Upgrade Agreement (NUA).
^GU/Y' or^8UA ||^ means Motopo|a'm8oftvvare Upgrade Agreement program for &1otoro|m'a P25
radio system.
2. SCOPE
Motorola will provide Maintenance and Support Services and/or Lifecycle Management as further
described inthe applicable Statement ofWork, orattachment to&1otoro|o'nproposal for additional
3. TERMS AND CONDITIONS
The terms of the Primary Agreement combined with the terms of this Addendum 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 Primary Agreement and the terms and conditions of this
Addendum, this Addendum takes precedence.
3.1 `MAINTENANCE AND SUPPORT
3.1.1 PURCHASE ORDER ACCEPTANCE. Purchase orders for additional, continued,
orexpanded maintenance and software support, during the Warranty Period orafter the Warranty
Pmrind, become binding only when accepted in writing by Motorola.
3.1.2 START DATE. The "Start Date" for Maintenance and Support Services will be
indicated in the proposal or a cover page entitled "Service Agreement".
3.1.3AUTO RENEWAL. Unless the cover page or SOW specifically states a termination
date orone Pmdv notifies the other in writing of its intention todiscontinue the Gamiceo. this
Agreement will renew for anadditional one (1) year term onevery anniversary oythe Start Date.
At the anniversary date, Motorola may adjust the price ofthe Services toreflect the renewal rate.
3.1.4 TERMINATION. Written notice ofintent toterminate must be provided thirty C30\
days or more prior to the anniversary date. If Motorola provides Services after the termination or
Maintenance, Support and ufecycleManagement Addendum moSSAv1n22020
expiration of this Addendunn, the terms and conditions in effect at the time of termination or
expiration will apply to those Services and Customer agrees to pay for those services on a time
and materials basis at K8otorm|a'othen effective hourly rates.
3.1.5 EQUIPMENT DEFINITION. For maintenance and support services, Equipment
will be defined to mean the hardware apeoU5ad in the applicable SOW orattachments bJ the
maintenance and support proposal.
3.1.6 ADDITIONAL HARDWARE. If Customer purchases additional hardware from
Motorola that becomes part of the Svatern, the additional hordvvmna may be added to this
Addendum and will be billed at the applicable rates after the warranty period for that additional
equipment expires. Such hardware will beincluded |nthe definition ofEquipment.
3.17 MAINTENANCE. Equipment will be maintained at levels set forth in the
manufacturer's product manuals and routine procedures that are prescribed by Motorola will be
followed. Motorola parts or parts of equal quality will be used for Equipment maintenance.
3.1.8 EQUIPMENT CONDITION. All Equipment must beingood working order mnthe
Start Date or when additional equipment is added to the Addendum. Upon nomomnob|e request
by Motono|a. Customer will provide a oonnp|ota serial and nnodm| number list of the Equipment.
Customer must promptly notify Motorola in writing when any Equipment is |oet, donnmged, stolen
or taken out of aan/icm. Customer's obligation to pay maintenance and support fees for this
Equipment will terminate at the end of the month in which Motorola receives the written notice. If
Equipment cannot, in K8otoro|a'o reasonable Ppinion, be properly oreconomically maintained for
any ranoon, Motorola may modify the scope of Services related to that Equipment; remove that
Equipment from the Agreement; or increase the price to maintain that Equipment.
3.1.8 EQUIPMENT FAILURE. Customer must 9nornoUv notify Motorola of any
Equipment failure. Motorola will respond to Customer's notification in m manner consistent with
the level of Service purchased as indicated in this Addendum and applicable SOW.
3.1.10 INTRINSICALLY SAFE. Customer must specifically identify any Equipment that
is labeled intrinsically safe for use in hazardous environments.
31.11 EXCLUDED SERVICES.
a) Service excludes the repair nrreplacement ofEquipment that has become
defective or damaged from use in other than the nonnm[ customary, |ntended, and
authorized manner; use not in compliance with applicable industry standards;
excessive wear and tear; or accident, |iquido, power surges, no0|mct, acts of God or
other force mn jaure events.
b) Unless specificallyincluded inthis Addendum, Service excludes items that
are consumed in the normal operation of the Equipment, such as batteries or magnetic
tapes.; upgrading or reprogramming Equipment; moceaoories, belt c|ipo, battery
choqgero, custom or special produnte, modified unito, or software; and repair or
maintenance of any transmission line, antenna, microwave equipment, tower or tower
||ghUng, dup|exer, combiner, ornnu|booup|er. Motorola has noobligations for any
transmission medium, such as telephone lines, computer networks, the internet or the
worldwide vvmb. or for Equipment malfunction caused bythe transmission medium.
Maintenance, Support andumxycle Management Addendum mcaaAv 1.12,2020
2
3.1.12 TIME AND PLACE Gmn/ime will be provided at the location specified in this
Addendum and/or the SOW. When Motorola performs nnaintenanme, support, or installation at
Customer's location, Customer will provide yNotoro|a, at no ohmp0o, a non -hazardous work
environment with adequate shelter, heat, |ight, and power and with full and free access tothe
Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site
eooeea requirement. Customer will provide all information pertaining to the hardware and
eoftvany o|enanta of any system with which the Equipment isinterfacing nothat Motorola may
perform its Services. Unless otherwise stated inthis Addendum or applicable SOVV, the hours of
Service will beO:30a.nn. to4:3O p.m., local time, excluding weekends and holidays. Unless
otherwise stated in this Addendum or opp|iomb|o SOVV, the price for the Services exclude any
charges or expenses associated with helicopter or other unusual access requirements; if these
charges orexpenses are reasonably incurred by Motorola in rendering the Sen/ioms. Customer
agrees toreimburse Motorola for those charges and expenses.
3.1.13 CUSTOMER CONTACT. Customer will provide Motorola with designated points
ofcontact (list ofnames and phone numbers) that will beavailabletwenty-four C24\hours per day,
seven (7) days per week, and an escalation procedure to enable Customer's personnel to
maintain contact, as needed, with Motorola.
3.2 .UFECYCLEMANAGEMENT SERVICES
3.2.1 The Software License Agreement included ooExhibit Abothe Primary
Agreement applies to any Motorola Software provided as part of the Lifecycle Management
transactions.
3.2.2 The term of this Addendum is years, commencing on
201.��
excluding applicable sales oruse taxes but including discounts ammore fully set forth |nthe
pricing pages. Because the LUfeovueManagement ieesubscription service oemore fully
described in the applicable Lifecycle Management Statement of Work, payment from Customer
is due in advance and will not be in accordance with any Payment Milestone Schedule.
3.2.3 The System upgrade will bescheduled during the subscription period and will bo
performed when Motorola's system upgrade operation resources are available. Because there
might be a significant time frame between when this Addendum is executed and when a System
upgrade transaction is perfmrnnad. Motorola may substitute any of the promised Equipment or
Software so long as the substitute is equivalent or superior to the initially promised Equipment
or Software.
3.2.4 Acceptance ofo Lifecycle Management transaction occurs when the Equipment
(if any) and Software are delivered and the Lifecycle Management services are fully performed;
there is no Acceptance Testing with a Lifecycle Management transaction.
3.2.5 The Warranty Period for any Equipment orMotorola Software provided under
Lifecycle Management transaction will commence upon shipment and not on System
Acceptance or Beneficial Use, and is for a period of ninety (90) days rather than one (1) year.
The ninety (90) day warranty for Lifecycle Management services is set forth in the Lifecycle
Maintenance, Support anmufecyole Management Addendum mooaAv 112.2020
3
Management Statement ofWork.
3.2.O|naddition to the description of the Lifecycle Management services and
exclusions provided in the Lifecycle Management Statement ofWork, the following apply:
a) Upon reasonable request bvMotorola, Customer will provide ammmnlete
serial and model number list of the Equipment.
b) Lifeoyc|aManoQement services exclude the repair orreplacement of
Equipment that has become defective ordamaged from use |nother than the
nornna|, ouetonnary, inhsndmd, and authorized manner; use not incompliance
with applicable industry standards; excessive wear and tear; oraccident,
|iquido, power euq@mo, neg|ect, acts of God or other force nn jmure events.
o) Unless specifically included in this Addendum or the Lifecycle Management
Statement of Work.Lifecycle Management services exclude items that are
consumed in the normal operation of the Equipment; accessories; and repair
or maintenance ofany transmission ||nm, ontanno, microwave equipment,
tower ortower lighting, dup|exar.combiner, ornnu|dooup|er. Motorola has no
obligations for any transmission medium, such os telephone lines, computer
netmmrkm, the internet or the xvoddvvidm xvmb. or for Equipment malfunction
caused bythe transmission medium.
d) Customer will provide Motorola with designated points of contact (list of
names and phone numbers) that will be available during the performance of
the Lifecycle Management services.
3.27 The Lifecycle Management annualized price iobased onthe fulfillment ofthe two
year cycle. If Customer terminates this service during a two year cycle, except for Motorola's
default, then Customer will be required to pay for the balance of payments owed for the two
year cycle ifomajor oyatennna|000mhmabmeninnp|ennentedbeforethapointofterrninaUon.
3.2.0 If Customer terminates this service and contractual commitment before the end of
the year bann, for any reason other than W1otnro|a's default, then the Customer will pay to
Motorola a termination foe equal to the discount applied to the last three vears of service
pevrnents related 'tnthe year commitment.
4. PAYMENT
4.1 Unless alternative payment terms are stated |nthis Agreement, Motorola will invoice Customer
in advance for each payment period. All other charges will be billed monthly, and the Customer
must pay each invoice in U.S. dollars within thirty (30) days of the invoice date. Customer will
reimburse Motorola for all property tmnee, sales and use tonea, excise taxes, and other taxes or
Maintenance, Support and umxycleManagement xodenuummooaAv11.1u1000
4
000assnnmnte that one levied as a result of Services rendered under this Agreement
innonne, prmfit, and franchise taxes of Motorola) by any governmental entity.
4.2 INFLATION ADJUSTMENT. For multi -year ogreennmnto, at the end of the first year of the
Agreement and each year thereafter, aCP| percentage change calculation oho|| be performed
using the U.S. Department ofLabor, Consumer Price Index, all |tenno. Unadjusted Urban Areas
(CP| U). Should the annual inflation rate increase greater than 396 during the previous year,
Motorola shall have the right to increase all future maintenance prices by the CPI increase amount
exceeding 3%. All itenne, not smoaono||y adjusted ohm{| be used as the measure of CPI for this
price adjustment. Measurement will take place once the annual average for the new year has
been posted by the Bureau ofLabor Statistics. For purposes of illustration, if in year 5the CPI
reported an increase of 8%, Motorola may increase the Year 6 price by 596 /896'396 base).
5. ENTIRE AGREEMENT. This Addendum, any related attachments, and the Primary
Agreement, constitutes the entire agreement ofthe Parties regarding the subject matter nfthis
Addendum and supersedes all previous agreements, ppmpoea|s, and understandings, whether
written ororal, relating tothis subject matter. This Addendum may beamended ormodified only
byowritten instrument signed by authorized representatives of both Parties. The preprinted
terms and conditions found on any Customer purchase orpurchase order, acknowledgment or
other form will not be considered on amendment or modification of this Addandunn, even if a
representative ofeach Party signs that document.
ENO
Maintenance, Support and ufeovoaManagement Addendum mcoaAv 1. 12.2020
5
iverside Police s epartment
Resolution Overview
AGENDA DATE: August 15, 2023
BACKGROUND: This request is for an agreement with Motorola Inc. On July t5 you
approved the purchase of a piece of equipment for the radio tower infrastructure. When
ordering that equipment, we were presented with a contract that included a 6-year
maintenance program beginning after year one (1) was completed. This maintenance
program covers all maintenance, repairs, and software upgrade costs. The cost
breakdown is:
Post Warranty Maintenance Support
Description
Year 2
Year 3
Year 4
Price
$13,824.60
$13,824.60
$13,824.60
Year 5
Year 6
Year 7 *Note: Year 7 includes a Hardware
refresh that is required to continue sup•ort
$13,824.60
$13,824.60
$49,177.60
Once the equipment that was approved on July 5th is ordered, there will be about a 12-
to 18-month time frame until it is installed. The contract before you is to secure pricing
for the next phase and guarantee no price increases. Depending on what fiscal budget
we are in, when it is installed will determine what year I request the funds for the
maintenance agreement. Signing this contract now lets Motorola know our intent is to
continue the maintenance program with equipment replacement at the end of that
contract and secure pricing. This request has no dollar amount, only to engage in future
services with Motorola. I would anticipate the maintenance agreement going into effect
around the FY25 or FY26 budget. At that time, we will have two options — make a one-
time payment to Motorola for $118,300.60 or pay the above -listed fees in their
respective years.
BUDGETARY IMPACT: $0.00