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E-8 Staff Report - Dispatch Consoles - Sole Source
Purchase of Radio Equipment December 18, 2017 Page 1 CONSENT ITEM E-8 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: DON PENMAN, CITY MANAGER FROM: STEPHAN HUNT, CHIEF OF POLICE DATE: DECEMBER 18, 2017 SUBJECT: INTEROPERABLE RADIO CONSOLE BASE STATIONS PURCHASE SUMMARY: The City began the replacement of its dispatch console radio base stations in 2013 to comply with UHF interoperability standards. The City has replaced two (2) of the four (4) dispatch consoles. The remaining consoles need replacement due to “End of Life” determination by Motorola for parts, service and support. The cost of replacement for the two remaining consoles will be $160,198 as defined in the purchase agreement with Motorola. The purchase will be funded through Asset Forfeiture and have no impact on the City’s General Fund. RECOMMENDATION: Staff recommends the City Council take the following actions: 1)Waive the competitive bidding process as authorized under Azusa Municipal Code Section AMC Section 2-520 (b)(2), which provides exceptions for sole source providers of commodities which have specific compatibility components with existing city products; 2) Authorize the purchase of 1 Motorola MCC7500 Dispatch Console Radio and 1 Motorola APX 7500 Consolette, and Support Equipment not to exceed $160,198; and 3)Authorize the Interim City Manager to execute the Purchasing Agreement, in a form acceptable to the City Attorney, on behalf of the City. DISCUSSION: Homeland Security grants have been utilized during the past several years to purchase interoperable UHF portable and mobile radios to allow the Police Department to migrate towards this specialized equipment to enhance event and incident management. These upgrades strengthen the ability of Law Enforcement Agencies to communicate with each other. In 2013 the Police Department was able to purchase two (2) dispatch radio consoles to meet the minimum requirement we would need to be able to utilize the new radio technology. The two (2) older, non-upgraded dispatch consoles we have continued to use to supplement the newer technology APPROVED CITY COUNCIL 12/18/2017 Purchase of Radio Equipment December 18, 2017 Page 2 are no longer able to meet the dispatch center needs. This is due to failing equipment with obsolete parts and sub-standard functionality and compatibility with the newer consoles and patrol radios. The following compatible radio equipment is needed to help further the project started by the City in 2013: 1 Motorola MCC7500 Dispatch Console Radio, 1 Motorola APX 7500 Consolette, and Support Equipment. The replacement of this equipment is essential to continue to provide emergency public safety services to the community. Public Safety Dispatch Centers are equipped with several consoles to handle critical events involving multiple dispatches. The equipment also provides redundancies in the event a console failure. The Motorola equipment will be purchased from Motorola Solutions, Inc. The regional radio system (ICI) that Azusa is a member of is built on a Motorola core. Due to this fact, the existing consoles within the dispatch center are built on the Motorola MCC 7500 platform. The acquisition of this specific compatible equipment from Motorola allows for greater interoperability and redundancy with the existing systems which qualifies this for a sole source purchase. FISCAL IMPACT: Funds for this project total $160,198 and will be funded from the Asset Seizure Fund, Account No. 28-20-310-041-7140. The purchase will not impact the General Fund. Prepared by: Reviewed and Approved: Tamara Patlogar Stephan Hunt Administrative Services Manager Chief of Police Reviewed and Approved: Reviewed and Approved: Louie F. Lacasella Don Penman Senior Management Analyst Interim City Manager Attachment: 1) Motorola Purchase Agreement MCC 7500 IP DISPATCHCONSOLES PROPOSAL CITY OF AZUSA PS-000079693 ATTACHMENT 1 The design, technical, pricing, and other information (“Information”) furnished with this submission is proprietary information of Motorola Solutions, Inc. (“Motorola”) and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola. MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2016 Motorola Solutions, Inc. All rights reserved. 1. Solution Overview.......................................................................................................6 2. Solution Description...................................................................................................7 2.1 MCC 7500 Solution Overview...........................................................................7 2.2 Console Connectivity.........................................................................................8 2.3 Elements of the MCC 7500................................................................................8 2.4 Additional Equipment........................................................................................9 2.5 Design Assumptions..........................................................................................10 2.6 Equipment List....................................................................................................11 3. Implementation Plan..................................................................................................13 3.1 Statement of Work.............................................................................................13 3.2 Project Schedule................................................................................................18 3.3 Acceptance Test Plan.......................................................................................18 4. Support Plan................................................................................................................19 5. Pricing...........................................................................................................................20 5.1 Main Proposal....................................................................................................20 5.2 Optional Proposal...............................................................................................20 6. Contractual Documentation......................................................................................21 6.1 Communications System Agreement.............................................................22 6.2 Exhibit A Software License Agreement........................................................34 6.3 Exhibit B Payment Schedule...........................................................................39 TABLE OF CONTENTS 6.4 Exhibit D Service Statements of Work and Service Terms and Conditions....................................................................................................................40 6.5 Service Terms and Conditions.........................................................................41 6.6 Exhibit E System Acceptance Certificate.....................................................46 September 27, 2017 Tamara Patlogar Administrative Services Manager 725 N. Alameda Ave. Azusa, California 91702 RE: MCC 7500 IP Dispatch Consoles Dear Ms. Patlogar, Motorola Solutions, Inc. (Motorola Solutions) appreciates the opportunity to provide the City of Azusa quality communications equipment and services. Motorola Solutions' project team has taken great care to propose a solution to address your needs and provide exceptional value. Motorola is proposing an IP-based dispatch solution for the City of Azusa Police Department to provide seamless connectivity for the PD's dispatch operators and field personnel to the ICI radio system.The solution is based on Motorola MCC 7500 Dispatch Console, a high-tier, mission-critical, IP-based radio dispatch console system featuring an intuitive, easy-to-use Graphical User Interface (GUI). Motorola is also proposing APX 7500 Consolette to provide backup communications in case of link failure to the ICI Master Site. This proposal is subject to the attached terms and conditions, and shall remain valid for a period of 60 days from the date of this letter. Any questions City of Azusa has regarding this proposal can be directed to Michael Bravo, Account Executive at 951-277-2125, (mike.bravo@motorolasolutions.com). Our goal is to provide City of Azusa with the best products and services available in the communications industry. We thank you for the opportunity to present our proposed solution, and we hope to strengthen our relationship by implementing this project. Sincerely, Jerry Burch Area Sales Manager MOTOROLA SOLUTIONS, INC. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 5 SECTION 1 SOLUTION OVERVIEW Motorola is pleased to proposed a solution to the City of Azusa Police Department for replacement of their existing Dispatch Consoles with our latest MCC 7500 Dispatch Console. This solution will provide an IP-based seamless connectivity between the ICI radio system, PD's dispatch operators and field personnel. MCC 7500 Dispatch Console is Motorola’s high-tier, mission-critical, IP-based radio dispatch console system featuring an intuitive, easy-to-use Graphical User Interface (GUI). The proposed solution to City of Azusa PD consists of one (1) MCC 7500 Dispatch Console (and associated peripheral hardware) with Instant Recall Recorder (IRR), one (1) Voice Processing Modules (VPM), two (2) Conventional Channel Gateway (CCGW) and one (1) Uninterruptible Power Supply (UPS). Optionally, Motorola has proposed one (1) APX7500 Consolette with its own Antenna System, and 4 Antennas to cater for a possible frequency re-banding scenario. Below block diagram depicts the proposed solution: This document describes the components included in the design and identifies the quantities required for the proposed solution. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 6 SECTION 2 SOLUTION DESCRIPTION 2.1 MCC 7500 SOLUTION OVERVIEW Motorola's proposed dispatch solution for the City of Azusa is our MCC 7500 Dispatch Console, offering IP-based seamless connectivity between City of Azusa dispatch operators and field personnel. The MCC 7500 Dispatch Console will provide City of Azusa with a scalable and flexible system architecture, sophisticated network management and security, and an easy migration to future capabilities. See the figure titled "MCC 7500 Dispatch Console." Figure 1: MCC 7500 Dispatch Console. The Console includes desktop PC, headset, speakers, display, keyboard, mouse, microphone, and Voice Processor Module The proposed solution for City of Azusa includes adding one new MCC 7500 Dispatch console at Dispatch Center to City's already existing two (2) MCC 7500 console positions. The following table summarizes the proposed console equipment and peripherals included in our proposal. All licenses necessary for operation have also been included as part of the solution. Table 1: Summary of Proposed Equipment Quantity Description Operator Positions 1 Personal Computer 1 Voice Processor Module 2 Headset Jack 1 Headsets 2 Desktop Speakers 1 Footswitch 2 GGM 8000 Gateway with a Conventional Gateway Interface (CCGW) 3 Instant Recall Recorder 1 Uninterruptible Power Supply (UPS) 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 7 Quantity Description Optional Equipment 1 APX 7500 Analog Consolette - Optional 1 APX 7500 Consolette Antenna System - Optional, has to be purchased together with the APX 7500 Consolette 4 APX 7500 Consolette Antenna System - Optional, needed in case existing antennas do not support new frequencies as result of COM-NET re-banding 2.2 CONSOLE CONNECTIVITY The proposed MCC 7500 Dispatch console will connect into the ASTRO 25 master site at Glendale. A conceptual diagram of the proposed console connectivity has been provided in Figure 1-2. Figure 2: System connectivity for proposed solution. The solution will rely on Ethernet links provided by City of Azusa for backhaul connectivity. 2.3 ELEMENTS OF THE MCC 7500 Figure 3: MCC 7500 Dispatch Console Components As proposed to City of Azusa, the MCC 7500 Dispatch console includes the following elements: Personal Computer (PC) The personal computer included with the console position is Windows-based, and certified by Motorola to ensure that the dispatch software, voice cards, and secure cards are properly installed and configured. Headset Jack The dispatch console supports two headset jacks, both push-to-talk (PTT) and non-PTT-enabled for simultaneous use by the dispatch operator and a supervisor. The headset jack contains two volume controls for the separate adjustment of received radio and telephone audio. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 8 Headset The proposed headset consists of two elements. The headset base includes an audio amplifier, a push-to-talk switch, and a long cord that connects with the dispatch console. The headset top consists of the earpiece and microphone, as well as a short cable that connects to the headset base. Voice Processor Module (VPM) The secure VPM provides vocoding and audio processing for the dispatch console, and also serves as the hub for the console's speakers, microphone, footswitch, headset jacks, and recorders. Footswitch Each dispatch console includes a single pedal footswitch that can be configured to control general transmit and monitor functions Headset Port The telephone/headset port allows the connection of an external telephone to the dispatch console, allowing the operator to use a single headset to communicate on both the radio system and a telephone system Desktop Speakers Two audio speakers have been included with each console position and can be configured to transmit audio from a specific talkgroup or set of talkgroups. Each speaker is a self-contained unit, with individual volume controls and can be placed on a desktop, or mounted on a rack or computer display. 2.4 ADDITIONAL EQUIPMENT Per your request, we have included the following additional items to extend the functionality of the MCC 7500 to meet City of Azusa needs. GGM 8000 Gateway with a Conventional Channel Gateway Interface (CCGW) The GGM 8000 interfaces analog and ASTRO 25 conventional channels to your ASTRO 25 radio system. The proposed GGM 8000 contains eight analog ports, eight V 24 ports, and an Ethernet port, supporting up to 16 conventional channels. It will also support up to 16 IP based channels, bringing the total number of supported channels to 32. The GGM 8000 can simultaneously support a combination of analog, MDC 1200, ACIM Link, digital, and mixed mode channels. APX 7500 Control Stations The APX 7500 control station provides backup communications for your dispatchers. It comes with a front panel equipped with a LCD display, numeric keypad, programmable buttons, VU meter, internal local speaker, auxiliary display, keyload port, IV&D port, and a myriad of ports for additional control and programming. It also has a dedicated logging port for use with logging recorders. The control station will be connected to a GGM 8000 as an interface to mutual aid audio or other systems, enabling dispatchers to communicate with field users on the control station via the MCC 7500 console. In the unlikely event that the dispatch center loses connectivity to the system core, dispatchers can also continue to use their consoles to communicate with field users via the control stations. The control station comes with an antenna system that includes transmit/receive antenna and RF cabling. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 9 Instant Recall Recorder The Dual Instant Recall Recorder (IRR) software allows users to record two channels, radio, telephone, radio and telephone conversations, digitally on a personal computer. The system uses an individual PC where the recording files are stored on the PC’s hard drive. The Instant Recall Recorder keeps a database of all recordings, which allows for convenient "point and click" search and playback of any recordings. Once the software is installed on your PC, the functions are controlled through a Graphical User Interface (GUI) icon. In addition, the Instant Retrieval Recorder has numerous special features; such as the ability to attach text documents to recordings, a security system, multiple playback (which allows the user to playback more than one recording at the same time), and real time audio monitor (which allows the user to listen to the last ten minutes of a recording in progress without being required to stop recording to be able to listen). The Instant Retrieval window allows the user to immediately access the recordings. The Instant Retrieval window initially opens on the newest recordings, but allows access to any recordings on the system. The recording can also be saved to the .WAV file that the user specifies. This is useful if the user wants to save a specific recording to a CD or hard disk. 2.5 DESIGN ASSUMPTIONS The proposed solution is contingent upon the following assumptions. •Motorola’s MCC 7500 subsystem design requires City of Azusa to provide two (2) Ethernet (preferred) or two (2) T1 links from the Glendale Master site to the City of Azusa dispatch center. City of Azusa is responsible to provide, configure, test, maintain and demark these circuits within 20’ of the proposed MCC 7500 rack and/or equipment. •One (1) VPM has been included for each console position. Motorola will work with City of Azusa during the design review to determine specific loading requirements. Motorola will provide a quote for the additional equipment and/or services to expand the loading, if required. •No new logging solution has been included in this proposal. Motorola has included analog recording audio outputs. Actual audio recording equipment is the responsibility of City of Azusa. •No gooseneck microphones are included in this proposal. •No CAD interface has been included in this proposal. •Instant Recall Recorder (IRR) licenses are included in this proposal, three (3) total: two (2) for existing consoles and one (1) for new one. •Motorola will be installing one (1) new APX 7500 Analog Consolette that are being provided with this proposal, as well as new antenna system, if City of Azusa decides to purchase this option. •Motorola is proposing four (4) new antenna and antenna systems for the existing consolettes, as the existing antennas might not accommodate for the new frequencies as result of frequency rebanding. •If no new antennas are purchased for existing consolettes, it is assumed that the existing antenna systems are in working condition for the existing four (4) APX 7500 consolettes. City of Azusa is responsible for the integrity of the existing antenna systems and the resulting coverage/interference. •Programming of the new APX 7500 consolette will be performed by Motorola. •Motorola’s MCC 7500 design is built with dedicated workstations for each MCC 7500 operator positions. The Motorola provided computers will not be configured to share/support CAD, E911 network or any other third party applications. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 10 •Motorola assumes that City of Azusa will either re-use or provide new displays for the MCC 7500 operator positions. •Motorola has included one (1) UPS to support the additional equipment. •Motorola assumes that the existing rack in the equipment room has sufficient space to accommodate the additional equipment. •Motorola does not recommend the use of unlicensed PTP microwave for Public Safety use on the MCC 7500 subsystem. •Any required system interconnections not specifically outlined here will be provided by City of Azusa, including but not limited to dedicated phone circuits, T1 circuits or Ethernet. •The design and implementation of the existing SP siren solution should be handled by City of Azusa and City of Azusa's subcontractor(s). Motorola will only provide the necessary support on the MCC 7500 operator screens. 2.6 EQUIPMENT LIST Please see the attached equipment list for the proposed solution. SUBSYSTEM QTY PART NUMBER DESCRIPTION MAIN Proposal LICENSE 1 SQM01SUM0239 MASTER SITE CONFIG UPGRADE LICENSE 1 CA00996AL ADD: NM/ZC LICENSE KEY 7.14 LICENSE 1 CA00997AL ADD: UCS LICENSE KEY 7.14 LICENSE 1 CA02105AA MCC7500/MCC7100 CONSOLE LIC LICENSE 1 CA01316AA ADD: UNC ADDTL DEVICE LIC (QTY 10) OP_POSIT 1 B1905 MCC 7500 ASTRO 25 SOFTWARE OP_POSIT 1 B1933 MOTOROLA VOICE PROCESSOR MODULE OP_POSIT 1 CA01642AA ADD: MCC 7500 BASIC CONSOLE FUNCTIONALITY SOFTWARE LICENSE OP_POSIT 1 CA01643AA ADD: MCC 7500 / MCC 7100 TRUNKING OPERATION OP_POSIT 1 CA01644AA ADD: MCC 7500 /MCC 7100 ADV CONVL OPERATION OP_POSIT 1 CA00147AF ADD: MCC 7500 SECURE OPERATION OP_POSIT 1 CA00143AC ADD: DES-OFB ALGORITHM OP_POSIT 1 CA00182AB ADD: AES ALGORITHM OP_POSIT 1 CA00140AA ADD: AC LINE CORD, NORTH AMERICAN OP_POSIT 1 DSPWR100012 STANDARD IEC AC POWER CORD 12 FOOT OP_POSIT 1 TT2833 COMPUTER, Z440 WORKSTATION WINDOWS 7 (NON RETURNABLE) OP_POSIT 1 T7449 WINDOWS SUPPLEMENTAL TRANS CONFIG OP_POSIT 1 T7885 MCAFEE WINDOWS AV CLIENT OP_POSIT 2 B1912 MCC SERIES DESKTOP SPEAKER OP_POSIT 2 B1913 MCC SERIES HEADSET JACK OP_POSIT 1 RLN6098 HDST MODULE BASE W/PTT, 15' CBL OP_POSIT 1 RMN5078B SUPRAPLUS NC SINGLE MUFF HEADSET OP_POSIT 1 DSACM3151 TRANSMIT FOOT SWITCH 24 IN IRR 3 DDN2090 DUAL IRR SW USB HASP W LICENSE, SOUND CARD, & SPKRS (V47) 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 11 SUBSYSTEM QTY PART NUMBER DESCRIPTION SURGE 1 DSRMP615A SPD, TYPE 3, 120V RACK MOUNT, 15A PLUG-IN W/ (6) 15A NEMA 5-15 OUTLETS ECCGW 2 SQM01SUM0205 GGM 8000 GATEWAY ECCGW 2 CA01616AA ADD: AC POWER ECCGW 2 CA02086AA ADD: HIGH DENSITY ENH CONV GATEWAY UPS 1 DSGXTR1350N006 UPS, GXT RACKMOUNT 1500VA/1350W, 6 MIN RUNTIME, 120V SPARES 1 B1912 MCC SERIES DESKTOP SPEAKER SPARES 1 B1913 MCC SERIES HEADSET JACK SPARES 1 RLN6098 HDST MODULE BASE W/PTT, 15' CBL OPTIONAL Proposal APX7500CON 1 L30SSS9PW1 N APX CONSOLETTE UHF R2 MP APX7500CON 1 CA01598 ADD: AC LINE CORD US APX7500CON 1 GA00469 ENH: EXTENDED DISPATCH APX CONSOLETTE APX7500CON 1 G996 ENH: OVER THE AIR PROVISIONING APX7500CON 1 G78 ADD: 3 YEAR SERVICE FROM THE START LITE APX7500CON 1 L998 ADD: LIMITED FRONT PANEL W/CLOCK/VU APX7500CON 1 G241 ENH: SW ASTRO READY (ANALOG) APX7500CON 1 G48 ENH: CONVENTIONAL OPERATION APX7500CON 1 GA00345 ADD: UHF R2 MP PRIMARY BAND APX7500CON 1 W382 ADD: CONTROL STATION DESK GCAI MIC APX7500CON 1 HKN6233C APX CONSOLETTE RACK MOUNT KIT ANTENNA 1 DSDS4C03F36UN DS4C03F36U-N, 450-482 MHZ OMNI FIBERGLASS ANT, 3 DBD ANTENNA 4 DSDS4C03F36UN DS4C03F36U-N, 450-482 MHZ OMNI FIBERGLASS ANT, 3 DBD 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 12 SECTION 3 IMPLEMENTATION PLAN 3.1 STATEMENT OF WORK Motorola will install and configure the proposed equipment. The following table describes the tasks involved with installation and configuration. Table 2: Project Tasks and Responsibilities Tasks Motorola Solutions City of Azusa Contract Finalization and Team Creation Execute contract and distribute contract documents. Assign a Project Manager as a single point of contact. Assign resources. Schedule project kickoff meeting. Deliverable: Signed contract, defined project team, and scheduled project kickoff meeting. Project Administration Ensure that project team members attend all meetings relevant to their role on the project. Record and distribute project status meeting minutes. Maintain responsibility for third-party services contracted by Motorola Solutions. Complete assigned project tasks according to the project schedule. Submit project milestone completion documents. Upon completion of tasks, approve project milestone completion documents. Conduct all project work Monday thru Friday, 8:00 a.m. to 5:00 p.m. Deliverable: Completed and approved project milestones throughout the project. Project Kickoff Introduce team, review roles, and decision authority. Present project scope and objectives. Review SOW responsibilities and project schedule. Schedule Design Review. Deliverable: Completed project kickoff and scheduled Design Review. Design Review Present the system design and operational requirements for the solution. Present installation plan. Present preliminary cutover plan and methods to document final cutover process. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 13 Tasks Motorola Solutions City of Azusa Review site safety, security, and access procedures. Review safety rules and procedures. Review and update design documents, including System Description, Statement of Work, Project Schedule, and Acceptance Test Plan, based on Design Review agreements. Deliverable: Finalized design documentation based upon "frozen" design, along with any relevant Change Order documentation. Site Access Provide site owners/managers with written notice to provide entry to sites identified in the project design documentation. Maintain access roads in order to provide clear and stable entry to sites for heavy-duty construction vehicles, cement trucks and cranes. Ensure that sufficient space is available at the site for these vehicles to maneuver under their own power, without assistance from other equipment. Obtain site licensing and permitting, including site lease/ownership, zoning, permits, regulatory approvals, easements, power, and telco connections. Deliverable: Access, permitting, and licensing necessary to install system equipment at each site. Site Planning Provide necessary buildings, equipment shelters, and towers for installation of system equipment. Provide the R56 requirements for space, power, grounding, HVAC, and connectivity requirements at each site. Provide adequate electrical power in proper phase and voltage at sites. Provide as-built structural and foundation drawings of the structures and site locations, along with geotechnical reports, in order to facilitate a structural analysis. Perform structural analysis of towers, rooftops, or other structures to confirm that they are capable of supporting proposed and future antenna loads. Confirm that there is adequate utility service to support the new equipment and ancillary equipment. Conduct site walks to collect pertinent information (e.g. location of telco, power, structures, etc.) Ensure that each site meets the R56 standards for space, grounding, power, HVAC, and connectivity requirements. Deliverable: Information and permitting requirements completed at each site. General Facility Improvements Provide adequate HVAC, grounding, lighting, cable routing, and surge protection based upon Motorola’s Standards and Guidelines for Communication Sites (R56) Ensure the resolution of environmental and hazardous material issues at each site including, but not limited to, asbestos, structural integrity (tower, rooftop, water tank, etc.), and other building risks. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 14 Tasks Motorola Solutions City of Azusa Provide obstruction-free area for the cable run between the demarcation point and system equipment. Provide structure penetrations (wall or roof) for transmission equipment (e.g. antennas, microwave radios etc.). Transport removed site equipment to a location designated by Customer and within Customer's jurisdiction. Deliverable: Sites meet physical requirements for equipment installation. Equipment Order and Manufactoring Create equipment order and reconcile to contract. Manufacture Motorola Solutions-provided equipment necessary for system based on equipment order. Deliverable: Equipment procured and ready for shipment. System Staging Ship all equipment needed for staging to Motorola’s Customer Center for Solutions Integration (CCSi). Provide information on existing system interfaces, room layouts, or other information necessary for the assembly to meet field conditions. Set up and rack the solution equipment on a site-by-site basis, as it will be configured in the field at each of the sites. Cut and label the cables with to/from information to specify interconnection for field installation and future servicing needs. Complete the cabling/connecting of the subsystems to each other ("connectorization" of the subsystems). Assemble required subsystems to assure system functionality. Power up, load application parameters, program, and test all staged equipment. Confirm system configuration and software compatibility with the existing system. Inventory the equipment with serial numbers and installation references. Conduct site and system level testing. Deliverable: System staged and ready for shipment. Equipment Shipment and Storage Provide secure location for solution equipment . Pack and ship solution equipment to the identified, or site locations. Receive solution equipment. Inventory solution equipment. Deliverable: Solution equipment received and ready for installation General Installation Deliver solution equipment to installation location. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 15 Tasks Motorola Solutions City of Azusa Coordinate receipt of and inventory solution equipment with designated contact. Install of all proposed fixed equipment as outlined in the System Description based upon the agreed-upon floor plans, connecting audio, control, and radio transmission cables to connect equipment to the power panels or receptacles, and audio/control line connection points. Installation performed in accordance with R56 standards and state/local codes. Provide system interconnections that are not specifically outlined in the system design, including dedicated phone circuits, microwave links, or other types of connectivity. Install and terminate all network cables between site routers and network demarcation points, including microwave, leased lines, and Ethernet. Ensure that Type 1 and Type 2 AC suppression is installed to protect installed equipment. Connect installed equipment to the provided ground system. Perform preliminary audit of installed equipment to ensure compliance with requirements and R56 standards. Note any required changes to the installation for inclusion in the "as-built" system documentation. Remove, transport, and dispose of old equipment. Deliverable: Equipment installed. Console Installation and Configuration Identify circuits for connection to console and a demarcation point located within 25 feet of the console interface. Connect console to circuit demarcation points. Install PC workstation w/ keyboard and mouse, and monitor. Install a Voice Processor Module (VPM) and purchased peripheral console equipment in accordance with R56 standards and state/local codes. Develop templates for console programming. Perform console programming and configuration. Deliverable: Console equipment installation completed. Solution Optimization Verify that all equipment is operating properly and that all electrical and signal levels are set accurately. Verify that all audio and data levels are at factory settings. Verify communication interfaces between devices for proper operation. Ensure that functionality meets manufacturers' specifications and complies with the final configuration established during design review or system staging. Deliverable: Completion of System Optimization. Functional Acceptance Testing 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 16 Tasks Motorola Solutions City of Azusa Verify the operational functionality and features of the solution supplied by Motorola Solutions, as contracted. Witness the functional testing. Document all issues that arise during the acceptance tests. If any major task for the system as contractually described fails during the Customer acceptance testing or beneficial use, repeat that particular task after Motorola determines that corrective action has been taken. Resolve any minor task failures before Final System Acceptance. Document the results of the acceptance tests and present for review. Review and approve final acceptance test results. Deliverable: Completion of functional testing and approval by Customer. Cutover Finalize Cutover Plan. Conduct cutover meeting with relevant personnel to address both how to mitigate technical and communication problem impacts to the users during cutover and during the general operation of the system. Notify the personnel affected by the cutover of the date and time planned for cutover. Provide ongoing communication with users regarding the project and schedule. Resolve punchlist items, documented during the Acceptance Testing phase, in order to meet all the criteria for final system acceptance. Assist Motorola with resolution of identified punchlist items by providing support, such as access to the sites, equipment and system, and approval of the resolved punchlist items. Deliverable: Migration to new system completed, and punchlist items resolved. Transition to Warranty Review the items necessary for transitioning the project to warranty support and service. Motorola to provide services during year 1 warranty which align with the proposed services. Provide a Customer Support Plan detailing the warranty support associated with the contract equipment. Deliverable: Service information delivered and approved by Customer. Finalize Documentation and System Acceptance Provide manufacturer’s installation material, part list and other related material to Customer upon project completion. Provide an electronic as-built system manual on CD or other Customer preferred electronic media. The documentation will include the following: • Site Block Diagrams. • Site Floor Plans. • Site Equipment Rack Configurations. • Antenna Network Drawings for RF Sites (where applicable). • ATP Test Checklists. • Functional Acceptance Test Plan Test 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 17 Tasks Motorola Solutions City of Azusa Sheets and Results. • Equipment Inventory List. • Console Programming Template (where applicable). • Maintenance Manuals (where applicable). • Technical Service Manuals (where applicable). Drawings will be delivered in Adobe PDF format. Receive and approve documentation. Execute Final Project Acceptance. Deliverable: All required documents are provided and approved. Final Project Acceptance. 3.2 PROJECT SCHEDULE The estimated time for completion of the project is 3-4 months from Project Kickoff through Final Project Acceptance. 3.3 ACCEPTANCE TEST PLAN 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 City of Azusa 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 the Design Review. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 18 SECTION 4 SUPPORT PLAN To maintain City of Azusa equipment, Motorola offers our standard commercial warranty as set forth in the terms and conditions provided with our proposal. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 19 SECTION 5 PRICING The following table provides a pricing breakdown for the proposed equipment and services. 5.1 MAIN PROPOSAL Description Price Equipment $82,190 Equipment Discount (LA County contract)-$11,698 Equipment after Discount $70,492 Implementation Services $108,494 Standard Warranty Services $2,786 Main Project Total $181,772 Additional System Discount (15%) 1 -$27,266 Main Project Final (after all Discounts)$154,506 Estimated Tax on Equipment (9.25%)$5,542 5.2 OPTIONAL PROPOSAL Description Price Equipment $11,021 Equipment Discount (LA County contract)-$2,106 Equipment after Discount $8,915 Implementation Services $22,758 Standard Warranty Services $374 Optional Project Total $32,047 Additional System Discount (15%) 1 -$4,807 Optional Project Final (after all Discounts) 2 $27,240 Estimated Tax on Equipment (9.25%)$701 Note-1: This additional System Discount is valid if proposal is purchased by November 30, 2017. Note-2: If the Optional project scope is not purchased as part of the Main contract, then additional mobilization cost would have to be added. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 20 SECTION 6 CONTRACTUAL DOCUMENTATION Below please find attached our Communications System Agreement, including a standard Software License Agreement and Payment Schedule for the proposed solution. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 21 6.1 COMMUNICATIONS SYSTEM AGREEMENT Motorola Solutions, Inc. (“Motorola”) and City of Azusa (“Customer”) enter into this “Agreement,” pursuant to which Customer will purchase and Motorola will sell the System, as described below. Motorola and Customer may be referred to individually as a “Party” and collectively as the “Parties.” For good and valuable consideration, the Parties agree as follows: Section 1 EXHIBITS The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between Exhibits A through E will be resolved in their listed order. Exhibit A Motorola “Software License Agreement” Exhibit B “Payment Schedule” Exhibit C “Technical and Implementation Documents” C-1 "System Description" dated {{someotherDate}} C-2 "Equipment List" dated {{sdDate}} C-3 “State of Work” dated {{sowDate}} C-4 “Acceptance Test Plan” or "ATP" dated {{atpDate}} C-5 “Performance Schedule” dated {{psDate}} Exhibit D Service Statement(s) of Work and “Service Terms and Conditions” (if applicable) Exhibit E “System Acceptance Certificate” Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: 2.1. “Acceptance Tests” means those tests described in the Acceptance Test Plan. 2.2. “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. 2.3. “Beneficial Use” means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). 2.4. “Confidential Information” means all information consistent with the fulfillment of this Agreement that is (i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis of any hardware, software or any component part thereof provided by discloser to recipient. The nature and existence of this Agreement are considered Confidential Information. Confidential information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by the discloser by submitting a written document to the recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent. 2.5. “Contract Price” means the price for the System, excluding applicable sales or similar taxes and freight charges. 2.6. “Effective Date” means that date upon which the last Party executes this Agreement. 2.7. “Equipment” means the equipment that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 22 2.8. “Force Majeure” means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots). 2.9. “Infringement Claim” means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright. 2.10. “Motorola Software” means Software that Motorola or its affiliated company owns. 2.11. “Non-Motorola Software” means Software that another party owns. 2.12. “Open Source Software” (also called “freeware” or “shareware”) means software with either freely obtainable source code, license for modification, or permission for free distribution. 2.13. “Proprietary Rights” means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. 2.14. “Software” means the Motorola Software and Non-Motorola Software, in object code format that is furnished with the System or Equipment. 2.15. “Specifications” means the functionality and performance requirements that are described in the Technical and Implementation Documents. 2.16. “Subsystem” means a major part of the System that performs specific functions or operations. Subsystems are described in the Technical and Implementation Documents. 2.17. “System” means the Equipment, Software, and incidental hardware and materials that are combined together into an integrated system; the System is described in the Technical and Implementation Documents. 2.18. “System Acceptance” means the Acceptance Tests have been successfully completed. 2.19. “Warranty Period” means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide, install and test the System, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Performance 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 change order. 3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date, Customer may order additional Equipment or Software if it is then available. Each order must refer to this Agreement and must specify the 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 23 pricing and delivery terms. Notwithstanding any additional or contrary terms in the order, the applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Title and risk of loss to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within twenty (20) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online (“MOL”), and this Agreement will be the “Underlying Agreement” for those MOL transactions rather than the MOL On-Line Terms and Conditions of Sale. MOL registration and other information may be found at https:// businessonline.motorola.com and the MOL telephone number is (800) 814-0601. 3.5. MAINTENANCE SERVICE. During the Warranty Period, in addition to warranty services, Motorola will provide maintenance services for the Equipment and support for the Motorola Software pursuant to the Statement of Work set forth in Exhibit D. Those services and support are included in the Contract Price. If Customer wishes to purchase additional maintenance and support services for the Equipment during the Warranty Period, or any maintenance and support services for the Equipment either during the Warranty Period or after the Warranty Period, the description of and pricing for the services will be set forth in a separate document. If Customer wishes to purchase extended support for the Motorola Software after the Warranty Period, it may do so by ordering software subscription services. Unless otherwise agreed by the parties in writing, the terms and conditions applicable to those maintenance, support or software subscription services will be Motorola's standard Service Terms and Conditions, together with the appropriate statements of work. 3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.7. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be applicable). 3.8. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order. 3.9. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a “Priced Options” exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 24 after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions. Section 4 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 5 CONTRACT PRICE, PAYMENT AND INVOICING 5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $. If applicable, a pricing summary is included with the Payment Schedule. Motorola has priced the services, Software, and Equipment as an integrated system. A reduction in Software or Equipment quantities, or services, may affect the overall Contract Price, including discounts if applicable. 5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment Schedule. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within twenty (20) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1115800. 5.3. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the invoices. Title to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Risk of loss will pass to Customer upon delivery of the Equipment to the Customer. Motorola will pack and ship all Equipment in accordance with good commercial practices. 5.4. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address: _________________________________________________________________________________ The address which is the ultimate destination where the Equipment will be delivered to Customer is: _________________________________________________________________________________ The Equipment will be shipped to the Customer at the following address (insert if this information is known): _________________________________________________________________________________ Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and mounting locations; and access to the work sites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist Customer in the local building permit process. 6.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate: physical space; air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 25 interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any apparent deficiencies or non-conformities with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date. 6.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order. Section 7 TRAINING Any training to be provided by Motorola to Customer will be described in the Statement of Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover these additional costs. Section 8 SYSTEM ACCEPTANCE 8.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 8.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. 8.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 8.4 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 9 REPRESENTATIONS AND WARRANTIES 9.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 26 System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration outside the Specifications. 9.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Equipment. 9.3. Motorola Software Warranty. Unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 9 that are applicable to the Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERCEDES THIS SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. 9.4. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear. 9.5. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola's liability for the warranty claim. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola. 9.6. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. 9.7. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 27 Section 10 DELAYS 10.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. 10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment Schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan. Section 11 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement (a “Dispute”). 11.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State in which the System is installed. 11.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute (“Notice of Dispute”). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation. 11.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party (“Notice of Mediation”). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. 11.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement. 11.5. CONFIDENTIALITY. All communications pursuant to subsections 11.2 and 11.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. Section 12 DEFAULT AND TERMINATION 12.1 DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 28 Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. 12.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 12.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non-defaulting Party any of its Confidential Information. If Customer is the non-defaulting Party, terminates this Agreement as permitted by this Section, and completes the System through a third Party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price. Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges. Section 13 INDEMNIFICATION 13.1. GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notice of any claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This section sets forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way related to Customer's performance under this Agreement. 13.3. PATENT AND COPYRIGHT INFRINGEMENT 13.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third- party claim alleging that the Equipment manufactured by Motorola or the Motorola Software (“Motorola Product”) directly infringes a United States patent or copyright (“Infringement Claim”). Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. 13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 29 13.3.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product. 13.3.4. This Section 13 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 13 are subject to and limited by the restrictions set forth in Section 14. Section 14 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS 15.1. CONFIDENTIAL INFORMATION 15.1.1. Each party is a disclosing party (“Discloser”) and a receiving party (“Recipient”) under this agreement. During the term of this Agreement and for a period of three (3) years from the expiration or termination of this agreement, Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential Information to only those employees (including, but not limited to, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must be directly involved with the Confidential Information for the purpose and who are bound by confidentiality terms substantially similar to those in this agreement; (iii) not copy, reproduce, reverse engineer, de-compile or disassemble any Confidential Information; (iv) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (v) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this agreement; and (vi) only use the Confidential Information as needed to fulfill this agreement. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 30 15.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can demonstrate by documentation (i) is now available or becomes available to the public without breach of this agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to such disclosure; or (v) is independently developed by Recipient without the use of any of Discloser's Confidential Information or any breach of this agreement. 15.1.3. All Confidential Information remains the property of the discloser and will not be copied or reproduced without the express written permission of the Discloser, except for copies that are absolutely necessary in order to fulfill this Agreement. Within ten (10) days of receipt of Discloser's written request, Recipient will return all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain one (1) archival copy of the Confidential Information that it may use only in case of a dispute concerning this Agreement. No license, express or implied, in the Confidential Information is granted other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. The Discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement. 15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner. Section 16 GENERAL 16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within twenty (20) 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. 16.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a “Separated Business”), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a “Separation Event”), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 31 16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect. 16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 16.7. 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 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. 16.8. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt: Motorola Solutions, Inc. City of Azusa Attn:____________________________________ Attn: ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ Fax:____________________________________ Fax:____________________________________ 16.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission (“FCC”) licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 32 might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 16.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 16.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. Motorola will provide Customer with Administrative User Credentials. Customer agrees to only grant Administrative User Credentials to those personnel with the training or experience to correctly use the access. Customer is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer may be asked to provide valid Administrative User Credentials when in contact with Motorola System support. Customer understands that changes made as the Administrative User can significantly impact the performance of the System. Customer agrees that it will be solely responsible for any negative impact on the System or its users by any such changes. System issues occurring as a result of changes made by an Administrative User may impact Motorola's ability to perform its obligations under the Agreement or its Maintenance and Support Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will be entitled to bill Customer and Customer will pay Motorola on a time and materials basis for resolving the issue. 16.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non-Motorola Software); if any payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection 9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of Liability); and Section 15 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 16. The Parties hereby enter into this Agreement as of the Effective Date. Motorola Solutions, Inc.City of Azusa By:_____________________________________ By:_____________________________________ Name:_____________________________________Name:_____________________________________ Title:_____________________________________Title:_____________________________________ Date:_____________________________________ Date:_____________________________________ 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 33 6.2 EXHIBIT A SOFTWARE LICENSE AGREEMENT This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc., ("Motorola"), and City of Azusa ("Licensee"). For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 “Designated Products” means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 “Documentation” means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 “Open Source Software” means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4 “Open Source Software License” means the terms or conditions under which the Open Source Software is licensed. 1.5 “Primary Agreement” means the agreement to which this exhibit is attached. 1.6 “Security Vulnerability” means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 “Software” (i) means proprietary software in object code format, and adaptations, translations, 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 of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre-loaded proprietary Software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and Documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non-exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 34 Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable). Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request. 4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party (“Auditor”) may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 35 Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error-free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non-infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 36 applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 37 Notices are described in the Primary Agreement. Section 13 GENERAL 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter. 13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 38 6.3 EXHIBIT B PAYMENT SCHEDULE Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution and in accordance with the following milestones. 1. 25% of the Contract Price for mobilization due at contract execution (Effective Date); 2. 65% of the Contract Price upon shipment of equipment; 3. 5% of the Contract Price upon System Acceptance or start of beneficial use; and 4. 5% of the Contract Price upon Final Acceptance. Overdue invoices will bear simple interest at the rate of ten percent (10%) per annum, unless such rate exceeds the maximum allowed by law, in which case it will be reduced to the maximum allowable rate. Motorola reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola reserves the right to invoice for installations or civil work completed on a site-by-site basis, when applicable. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 39 6.4 EXHIBIT D SERVICE STATEMENTS OF WORK AND SERVICE TERMS AND CONDITIONS 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 40 6.5 SERVICE TERMS AND CONDITIONS Motorola Solutions, Inc. (“Motorola”) and the customer named in this Agreement (“Customer”) hereby agree as follows: Section 1 APPLICABILITY These Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement. Section 2 DEFINITIONS AND INTERPRETATION 2.1. “Agreement” means these Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 2.2. “Equipment” means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3. “Services” means those installation, maintenance, support, training, and other services described in this Agreement. Section 3 ACCEPTANCE Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the “Start Date” indicated in this Agreement. Section 4 SCOPE OF SERVICES 4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's then-applicable rates for the services. 4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed. 4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires. 4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. 4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 41 4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment. 4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement. Section 5 EXCLUDED SERVICES 5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. Section 6 TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. Section 7 CUSTOMER CONTACT Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8 PAYMENT Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. Section 9 WARRANTY Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 42 on a pro-rata basis, the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10 DEFAULT/TERMINATION 10.1. If either party defaults in the performance of this Agreement, the other party will give to the non- performing party a written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. Section 11 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT be liable for any commercial loss; inconvenience; loss of use, Time, DATA, GOOD WILL, REVENUEs, profits or savings; or other SPECIAL, incidental, INDIRECT, OR consequential damages IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. Section 12 EXCLUSIVE TERMS AND CONDITIONS 12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use confidential 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 43 information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or termination of this Agreement. 13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. 13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 15 COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law. Section 16 MATERIALS, TOOLS AND EQUIPMENT All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Section 17 GENERAL TERMS 17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are performed. 17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. 17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's reasonable control, such as strikes, material shortages, or acts of God. 17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 44 foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a “Separated Business”), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a “Separation Event”), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it willcontinue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. 17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates. 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 45 6.6 EXHIBIT E SYSTEM ACCEPTANCE CERTIFICATE Customer Name: Project Name: This System Acceptance Certificate memorializes the occurrences of System Acceptance. Motorola and Customer acknowledge that: 1. The Acceptance Test set forth in the Acceptance Test Plan have been successfully completed. 2. The System is accepted. Motorola Solutions, Inc.City of Azusa 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. Motorola Solutions, Inc.City of Azusa Signature: ____________________________ Signature: ____________________________ Print Name:____________________________Print Name:____________________________ Title:____________________________Title:____________________________ Date:____________________________Date:____________________________ 09/27/2017 Use or disclosure of this proposal is subject to the restrictions on the disclosure page.09/27/2017 Page 46