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E-12 Staff Report Dispatch Console 4th - 2022
CONSENT ITEM E-12 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: SERGIO GONZALEZ, CITY MANAGER FROM: ROCKY WENRICK, INTERIM CHIEF OF POLICE DATE: JUNE 6, 2022 SUBJECT: INTEROPERABLE RADIO CONSOLE BASE STATION PURCHASE BACKGROUND: The Police Department currently has three Motorola MCC7500 Dispatch Console Radios, with a fourth Dispatch Console position operating with a Motorola APX 7500 Consolette. This purchase will replace the Motorola APX 7500 Consolette; allowing the Dispatch Center to operate on uniform consoles with an additional layer of redundancy, as the consoles would all offer the same functionality. 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 2-523(e), contract #MA-IS-43070-10; 2)Authorize the purchase of one Motorola MCC7500 Dispatch Console Radio not to exceed $111,887; and 3)Authorize the City Manager to execute the Purchasing Agreement, in a form acceptable to the City Attorney, on behalf of the City. ANALYSIS: 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. In 2017, we were able to replace the two (2) older, non-upgraded dispatch consoles that were no longer able to meet the dispatch center needs as supplemental radio APPROVED CITY COUNCIL 6/6/2022 Dispatch Console Radios June 6, 2022 Page 2 consoles. At that time the purchase included one (1) Motorola MCC7500 Dispatch Console and one (1) Motorola APX 7500 Consolette. A Consolette was purchased for the fourth Dispatch position, instead of a Console due to fiscal restraint. The Police Department Dispatch Center has outgrown the functionality of the Consollette as the continuity of radio equipment at each of the four (4) Dispatch positions is needed for training purposes and to ensure the highest level of public safety standards continue to be met through compatibility with patrol radios. The following compatible radio equipment is needed to help complete the project started by the City in 2013 and 2017: 1 Motorola MCC7500 Dispatch Console Radio 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 of a console failure. The Motorola equipment will be purchased from Motorola Solutions, Inc. The purchase of these radios is based on the existing Glendale Master Purchase and Service Agreement dated October 31, 2011 as authorized under AMC Section 2-523(e), contract #MA-IS-43070-10. FISCAL IMPACT: Funding for this purchase was included in the FY2021-22 Approved Capital Outlay Budget under account (No. 46-00-000-310-7142). Capital Outlay Account expenditures will not exceed $111,887, to include purchase, delivery and installation of the Motorola MCC7500 Dispatch Console. Prepared by: Fiscal Impact Review By: Tamara Patlogar Talika M. Johnson Administrative Services Manager Director of Administrative Services Reviewed by: Reviewed and Approved: Rocky Wenrick Sergio Gonzalez Interim Police Chief City Manager Attachment: 1) Motorola Purchase Agreement The design, technical, pricing, and other information (“Information”) furnished with this submission is proprietary and/or trade secret information of Motorola Solutions, Inc. (“Motorola Solutions”) 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 Solutions. 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. © 2021 Motorola Solutions, Inc. All rights reserved. CITY OF AZUSA POLICE DEPARTMENT MCC 7500 CONSOLE ADD ON 4/18/2022 Azusa Police Department MCC 7500 Console Add On 4/18/2022 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Table of Contents i TABLE OF CONTENTS Section 1 System Description ......................................................................................................................... 1-1 1.1 System Overview ............................................................................................................. 1-1 1.2 System Description .......................................................................................................... 1-2 1.2.1 MCC 7500 Dispatch Console Solution Overview ......................................................... 1-2 1.2.2 Console Connectivity ................................................................................................... 1-2 1.2.3 Elements of the MCC 7500 .......................................................................................... 1-2 1.2.4 Design Assumptions .................................................................................................... 1-4 Section 2 Equipment list ................................................................................................................................. 2-6 Section 3 Statement of Work .......................................................................................................................... 3-1 Section 4 Acceptance Test Plan ..................................................................................................................... 4-8 4.1.1 Instant Transmit ........................................................................................................... 4-8 4.1.2 Multi-Select Operation ................................................................................................. 4-8 4.1.3 Activity Log .................................................................................................................. 4-8 Section 5 Project Schedule ............................................................................................................................. 5-1 Section 6 Warranty and Maintenance ............................................................................................................. 6-2 6.1 Warranty .......................................................................................................................... 6-2 6.2 Advanced Plus Package .................................................................................................. 6-2 6.2.1 Network Event Monitoring ............................................................................................ 6-2 6.2.2 Remote Technical Support .......................................................................................... 6-2 6.2.3 Network Hardware Repair with Advanced Replacement .............................................. 6-3 6.2.4 Remote Security Update Service ................................................................................. 6-3 6.2.5 On-site Infrastructure Response .................................................................................. 6-3 6.2.6 Annual Preventive Maintenance .................................................................................. 6-4 6.2.7 Security Monitoring ...................................................................................................... 6-4 6.3 Motorola Solutions Service Delivery Ecosystem .............................................................. 6-4 1.1.1 Centralized Managed Support Operations ................................................................... 6-4 1.1.2 Field Service ................................................................................................................ 6-5 1.1.3 Repair Depot ............................................................................................................... 6-5 1.1.4 Customer Support Manager ......................................................................................... 6-5 1.1.5 MyView Portal .............................................................................................................. 6-5 Azusa Police Department MCC 7500 Console Add On 4/18/2022 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Table of Contents ii Section 7 ASTRO 25 System Upgrade Agreement II (SUA II) ........................................................................ 7-7 7.1 Description of Service and Obligations ............................................................................ 7-7 7.2 Exclusions and Limitations .............................................................................................. 7-8 7.3 Special Provisions ........................................................................................................... 7-9 Section 8 Pricing........................................................................................................................................... 8-11 8.1 Main Offering Equipment and Services Proposed .......................................................... 8-11 8.1.1 Payment Terms ......................................................................................................... 8-12 8.2 Maintenance Services Breakdown ................................................................................. 8-12 8.2.1 Advanced package Payment Terms .......................................................................... 8-12 Section 9 Contractual Documentation ............................................................................................................. 9-1 9.1 Communications System ans Service Agreement ........................................................... 9-1 9.2 Maintenance, Support and Liefcycle Management Addendum ...................................... 9-23 Section 10 Our Commitment .......................................................................................................................... 10-1 Motorola Solutions, Inc. Tel. + 1 847 576 5000 500 W. Monroe Street, Ste 4400 Fax + 1 847 538 6020 Chicago, IL 60661-3781 USA 4/18/2022 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 Police Department (Azusa PD) 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 has granted a one-time exemption to allow Azusa PD to purchase our discontinued MCC7500 console. This exemption is valid until June 30, 2022. The new MCC7500 console align with your existing dispatch center and your current console configuration. This proposal is subject to the enclosed Communications System and Services Agreement (CSSA), together with its Exhibits and Addenda. This proposal shall remain valid for 90 days from the date of this proposal. Azusa may accept the proposal by issuing a purchase order that states it is subject to the proposal dated April 27, 2022 or a copy of the CSSA signed by an authorized Azusa Police representative. Alternatively, Motorola would be pleased to address any concerns Azusa Police may have regarding the proposal. Alternatively, Motorola Solutions would be pleased to address any concerns Customer may have regarding the proposal. Any questions Azusa PD has regarding this proposal can be directed to Denis Redzepagic, your Account Executive at 619-577-3619, (denis.redzepagic@motorolasolutions.com). We thank you for the opportunity to furnish Azusa Police Department with “best in class” solutions and we hope to strengthen our relationship by implementing this project. Our goal is to provide you with the best products and services available in the communications industry. Sincerely, Motorola Solutions, Inc. Michael Bravo Territory Sales Manager Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-1 SECTION 1 SYSTEM DESCRIPTION 1.1 SYSTEM OVERVIEW Motorola Solutions, Inc. (Motorola Solutions) is pleased to offer the Azusa Police Department (Azusa PD) with a proposal for one (1) MCC 7500 Dispatch Console (and associated peripheral hardware) with Instant Recall Recorder (IRR), and one Voice Processing Module (VPM). This console will be added to the existing Azusa PD dispatch center containing three (3) MCC7500 positions today. This proposal includes the equipment, software, licenses and services for the add-on dispatch position. A summary of the Proposed Equipment is provided below: One (1) Client PC (Z2 G5 Mini) One (1) Voice Processor Module One (1) 22in Touchscreen Monitor Two (2) Desktop Speakers Two (2) Headset Jacks Two (2) Headset Bases with PTT and 15 Foot Cords Two (2) Over-the-head Monoaural, Noise Cancelling Headsets One (1) Single Pedal Transmit Footswitch One (1) Instant Recall Recorder (IRR) AES and DES Encryption The block diagram shown in Figure 1-1 depicts the proposed solution. Figure 1-1 Azusa PD Dispatch Site Block Diagram Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-2 1.2 SYSTEM DESCRIPTION 1.2.1 MCC 7500 Dispatch Console 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 1-2). Figure 1-2: MCC 7500 Dispatch Console: Includes a desktop PC, headset, speakers, display, keyboard, mouse, microphone, and Voice Processor Module 1.2.2 Console Connectivity The proposed MCC 7500 Dispatch Console will be connected to the existing console site equipment at the Azusa PD Dispatch Center, which is connected to the ASTRO 25 Primary master site at Glendale and ASTRO 25 DSR master site at Montebello. A conceptual diagram of the proposed console connectivity has been provided in Figure 1-3. Figure 1-3: System connectivity for proposed solution 1.2.3 Elements of the MCC 7500 The MCC 7500 dispatch position supports multiple commercially available accessories as shown in Figure 1-4 Figure 1-4: MCC 7500 Dispatch Console Supports Multiple Accessories Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-3 As proposed to City of Azusa, the MCC 7500 Dispatch console position 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. Computer Display There is one (1) 22” Tech Global Computer Display with Touch-Screen included for the proposed dispatch position. The operator will be able to access the Dispatch Client through the single monitor. 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. Note that No Gooseneck microphone has been included in this proposal. Motorola assumes that Azusa PD will provide a microphone for the proposed dispatch position. 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. Two (2) headset jacks have been included for the proposed dispatch position. 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. Two (2) headsets have been included for the proposed dispatch position. Footswitch One (1) single pedal footswitch has been included for the proposed dispatch position. The single pedal footswitch controls general transmit functions. Desktop Speakers Two (2) audio speakers have been included for the proposed dispatch position. These speakers 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. Instant Recall Recorder Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-4 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. One (1) Instant Recall Recorder (IRR) license is included in this proposal. 1.2.4 Design Assumptions The proposed solution is contingent upon the following assumptions: The new MCC 7500 console will be connected to the existing console site equipment at the Azusa PD dispatch center, and will utilize the existing Ethernet link(s) from the Glendale Master site(s) to the Azusa PD Dispatch. Azusa PD is responsible to provide, configure, test, maintain and demark these circuits within 20’ of the proposed MCC 7500 equipment, as required. No new logging solution has been included in this proposal. No gooseneck microphones are included in this proposal. Motorola assumes that Azusa PD will provide a microphone for the proposed dispatch operator position. No CAD interface has been included in this proposal. No UPS backup has been included in this proposal. No spares have been included in this proposal. No console user interface development has been included in this proposal; the new operator position will be configured using the same Elite template from the three (3) existing MCC 7500 operator positions. Motorola’s MCC 7500 design is built with a dedicated workstation. The Motorola provided computers will not be configured to share/support CAD, E911 network or any other third party applications. Any required system interconnections not specifically outlined here will be provided by Azusa PD, 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 PD and City of Azusa PD's subcontractor(s). Motorola will only provide the necessary support on the MCC 7500 operator screens. The proposed dispatch console position will be shipped with the latest software release. The three (3) existing MCC 7500 dispatch consoles will need to either be upgraded to match the software release of the proposed console or the proposed console will need to Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-5 be downgraded to ensure all four (4) dispatch positions are on the same software release. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Equipment list 2-6 SECTION 2 EQUIPMENT LIST This section lists the equipment included in the proposed solution. QTY NOMENCLATURE DESCRIPTION 1 SQM01SUM0273 MASTER SITE CONFIGURATION 1 CA01316AA ADD: UNC ADDTL DEVICE LIC (QTY 10) 1 CA02629AD ADD: EXPAND 7.18 M CORE 1 UA00156AA ADD: MCC7500 CONSOLE LICENSES (QTY 5) 1 B1905 MCC 7500 ASTRO 25 SOFTWARE 1 B1933 MOTOROLA VOICE PROCESSOR MODULE 1 CA01642AA ADD: MCC 7500 BASIC CONSOLE FUNCTIONALITY SOFTWARE LICENSE 1 CA01643AA ADD: MCC 7500 / MCC 7100 TRUNKING OPERATION 1 CA01644AA ADD: MCC 7500 /MCC 7100 ADV CONVL OPERATION 1 CA00147AF ADD: MCC 7500 SECURE OPERATION 1 CA00143AC ADD: DES-OFB ALGORITHM 1 CA00182AB ADD: AES ALGORITHM 1 CA00140AA ADD: AC LINE CORD, NORTH AMERICAN 1 DSPWR100012 STANDARD IEC AC POWER CORD 12 FOOT 1 TT3903A Z2 G5 MINI WORKSTATION NON RETURNAB 1 DSEV221B TECH GLOBAL EVOLUTION SERIES 22INCH WITH TOUCH 1 DSUSB31000S STARTECH USB 3.0 TO GIGABIT ETHERNET ADAPTER 1 DSF2B56AA USB EXTERNAL DVD DRIVE 1 DSST7300U3M STARTECH 7 PORT USB 3.0 HUB 1 T7449 WINDOWS SUPPLEMENTAL TRANS CONFIG 1 T7885 MCAFEE WINDOWS AV CLIENT 2 B1912 MCC SERIES DESKTOP SPEAKER 2 B1913 MCC SERIES HEADSET JACK 2 RLN6098 HDST MODULE BASE W/PTT, 15 FT CBL 2 RMN5150A OVER-THE-HEAD, MONAURAL, NOISE-CANCELING HEADSET 1 DSACM3151 TRANSMIT FOOT SWITCH 24 IN 1 DDN2723 DUAL IRR SW USB HASP W LICENSE, SOUND CARD, & SPKRS (V51) 1 DSRMP615A SPD, TYPE 3, 120V RACK MOUNT, 15A PLUG-IN W/ (6) 15A NEMA 5-15 OUTLETS Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 3-1 SECTION 3 STATEMENT OF WORK Motorola is proposing to Azusa Police Department the installation and configuration of the following equipment at the specified locations. Site Name Major Equipment Azusa PD Dispatch One (1) MCC 7500 Console and accessories One Client PC (Z2 G5 Mini) One (1) Voice Processor Module One (1) Instant Recall Recorder (IRR) The document delineates the general responsibilities between Motorola and Azusa Police Department as agreed to by contract. The following table describes the tasks involved with installation and configuration. Tasks Motorola Solutions Azusa PD PROJECT INITIATION Contract Finalization and Team Creation Execute contract and distribute contract documents. X X Assign a Project Manager as a single point of contact. X X Assign resources. X X Schedule project kickoff meeting. X X 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. X X Set up the project in the Motorola Solutions information system. X Record and distribute project status meeting minutes. X Maintain responsibility for third-party services contracted by Motorola Solutions. X Complete assigned project tasks according to the project schedule. X X Submit project milestone completion documents. X Upon completion of tasks, approve project milestone completion documents. X Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 3-2 Tasks Motorola Solutions Azusa PD Conduct all project work Monday thru Friday, 8:00 a.m. to 4:30 p.m.).X Deliverable: Completed and approved project milestones throughout the project. Project Kickoff Introduce team, review roles, and decision authority. X X Present project scope and objectives. X Review SOW responsibilities and project schedule. X X Schedule Design Review. X X Deliverable: Completed project kickoff and scheduled Design Review. Design Review Review the Customer’s operational requirements. X X Present the system design and operational requirements for the solution. X Present installation plan. X Present preliminary cutover plan and methods to document final cutover process. X Present configuration and details of sites required by system design. X Validate that Customer sites can accommodate proposed equipment. X X Provide approvals required to add equipment to proposed existing sites. X Review safety, security, and site access procedures. X X Present equipment layout plans and system design drawings. X Provide heat load and power requirements for new equipment. X Provide information on existing system interfaces. X Assume liability and responsibility for proving all information necessary for complete installation. X Assume responsibility for issues outside of Motorola Solutions’ control. X Review and update design documents, including System Description, Statement of Work, Project Schedule, and Acceptance Test Plan, based on Design Review agreements. X Execute Change Order in accordance with all material changes to the Contract resulting from the Design Review. X Deliverable: Finalized design documentation based upon “frozen” design, along with any relevant Change Order documentation. SITE PREPARATION AND DEVELOPMENT Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 3-3 Tasks Motorola Solutions Azusa PD Site Access Provide site owners/managers with written notice to provide entry to sites identified in the project design documentation. X Obtain site licensing and permitting, including site lease/ownership, zoning, permits, regulatory approvals, easements, power, and telco connections. X Deliverable: Access, permitting, and licensing necessary to install system equipment at each site. Site Planning Provide necessary buildings and equipment shelters for installation of system equipment. X Provide the R56 requirements for space, power, grounding, HVAC, and connectivity requirements at each site. X Ensure that each site meets the R56 standards for space, grounding, power, HVAC, and connectivity requirements. X Provide adequate electrical power in proper phase and voltage at sites. X Confirm that there is adequate utility service to support the new equipment and ancillary equipment. X Conduct site walks to collect pertinent information (e.g. location of telco, power, structures, etc.) X Ensure that required rack space is available for installation of the new equipment. X 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 Solutions’ Standards and Guidelines for Communication Sites (R56) X 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. X Ensure that electrical service will accommodate installation of system equipment, including isolation transformers, circuit breakers, surge protectors, and cabling. X Provide obstruction-free area for the cable run between the demarcation point and system equipment. X Supply interior building cable trays, raceways, conduits, and wire supports. X Transport removed site equipment to a location designated by Customer and within Customer’s jurisdiction. X Deliverable: Sites meet physical requirements for equipment installation. SYSTEM INSTALLATION Equipment Order and Manufacturing Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 3-4 Tasks Motorola Solutions Azusa PD Create equipment order and reconcile to contract. X Manufacture Motorola Solutions-provided equipment necessary for system based on equipment order. X Procure non-Motorola Solutions equipment necessary for the system. X Deliverable: Equipment procured and ready for shipment. Equipment Shipment and Storage Provide secure location for solution equipment. X Receive solution equipment. X Inventory solution equipment. X X Deliverable: Solution equipment received and ready for installation. General Installation Install 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. X Provide information on existing system interfaces, room layouts, or other information necessary for the assembly to meet field conditions. X Provide system interconnections that are not specifically outlined in the system design, including dedicated phone circuits, microwave links, or other types of connectivity. X Complete the cabling/connecting of the subsystems to each other (“connectorization” of the subsystems). X Power up, load application parameters and program equipment. X Confirm system configuration and software compatibility with the existing system. X Inventory the equipment with serial numbers and installation references. X Install and terminate all network cables between site routers and network demarcation points, including microwave, leased lines, and Ethernet. X Ensure that Type 1 and Type 2 AC suppression is installed to protect installed equipment. X Connect installed equipment to the provided ground system. X Label equipment, racks, and cables. X Perform preliminary audit of installed equipment to ensure compliance with requirements and R56 standards. X Note any required changes to the installation for inclusion in the “as-built” system documentation. X Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 3-5 Tasks Motorola Solutions Azusa PD Remove, transport, and dispose of old equipment. X Deliverable: Equipment installed. ASTRO 25 Core Configuration Configure the ASTRO 25 system to support the new MCC 7500 dispatch console. X Deliverable: ASTRO 25 core configuration completed. Console Installation and Configuration Connect console to Ethernet demarcation points. X Install new console PC workstation w/ keyboard and mouse, monitor and console accessories.. X Provide required radio ID and alias information to enable alias database setup for interface to consoles. X Perform console programming and configuration for new console using existing template from the current dispatch positions. X Deliverable: Console equipment installation completed. SYSTEM OPTIMIZATION AND TESTING R56 Site Audit Perform R56 site-installation quality-audits, verifying proper physical installation and operational configurations. X Deliverable: R56 Standards and Guidelines for Communication Sites audits completed successfully. Solution Optimization Verify that all equipment is operating properly and that all electrical and signal levels are set accurately. X Verify that all audio and data levels are at factory settings. X Verify communication interfaces between devices for proper operation. X Ensure that functionality meets manufacturers’ specifications and complies with the final configuration established during design review or system staging. X Deliverable: Completion of System Optimization. Functional Acceptance Testing Verify the operational functionality and features of the solution supplied by Motorola Solutions, as contracted. X Witness the functional testing. X Document all issues that arise during the acceptance tests. X If any major task for the system as contractually described fails during the Customer acceptance testing or beneficial use, repeat X Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 3-6 Tasks Motorola Solutions Azusa PD that particular task after Motorola Solutions determines that corrective action has been taken. Resolve any minor task failures before Final System Acceptance. X Document the results of the acceptance tests and present for review. X Review and approve final acceptance test results. X Document the results of the acceptance tests and present to the Customer for review. X Deliverable: Completion of functional testing and approval by Customer. PROJECT TRANSITION Cutover Finalize Cutover Plan. X X Provide Motorola Solutions with user radio information for input into the system database and activation, as required. X Provide programming of user radios and related services (i.e. template building, re-tuning, testing and installations), as needed, during cutover period. X 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. X Notify the personnel affected by the cutover of the date and time planned for cutover. X Provide ongoing communication with users regarding the project and schedule. X X Begin dispatching from new dispatch console. X Resolve punchlist items, documented during the Acceptance Testing phase, in order to meet all the criteria for final system acceptance. X Assist Motorola Solutions 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. X Deliverable: Migration to new system completed, and punchlist items resolved. Transition to Warranty and Service Review the items necessary for transitioning the project to warranty support and service. X Motorola Solutions to provide services during year 1 warranty and additional support/lifecycle services which align with the proposed services. X Provide a Customer Support Plan detailing the warranty support associated with the contract equipment. X Participate in the Transition Service/Project Transition Certificate (PTC) process. X Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 3-7 Tasks Motorola Solutions Azusa PD 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. X Provide an electronic as-built system manual on Customer preferred electronic media. The documentation will include the following: Site Block Diagrams. Site Floor Plans. Site Equipment Rack Configurations. ATP Test Checklists. Functional Acceptance Test Plan Test Sheets and Results. Equipment Inventory List. Console Programming Template (where applicable). Drawings will be delivered in Adobe PDF format. X Receive and approve documentation. X Execute Final Project Acceptance. X X Deliverable: All required documents are provided and approved. Final Project Acceptance. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Acceptance Test Plan 4-8 SECTION 4 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 and functions of the installed equipment in order to verify that the solution operates according to its design. This plan will validate that Azusa PD’s solution will operate according to its design. A detailed FATP will be developed and finalized during project implementation. A sample of the tests covered in the Acceptance Test Plan are provided below. 4.1.1 Instant Transmit The instant transmit switch provides immediate operator access to a channel, independent of its select status (selected or unselected). It provides priority over other dispatcher transmit bars or optional footswitches. 4.1.2 Multi-Select Operation Multi-Select (Msel) allows the console operator to group a number of channels/talkgroups together such that when the general transmit bar is depressed, all of the multi-selected channels/talkgroups will transmit at the same time with the same information. Multi-Select is one way communication call. If a radio user responds to a Multi-Select call the talkgroup the user is affiliated to will be the only one to hear the call. There is no super-group formed, so radio communication is still at the single talkgroup level. Multi-Select is utilized to send an APB to several channels/talkgroups. A Multi-Select has a limit of twenty (20) trunking/conventional resources 4.1.3 Activity Log The Console activity log will show all traffic for the resource assigned to that console to include the time, radio alias, TG, PTT ID and Emergency Call. The dispatcher has the capability of selecting a logged call within in the "Activity Log Window" for instant transmit on the corresponding logged resource. This activity log can be logged to a text file for archival purposes. Note: The log file in the ops will only be seen if you first check Log Activity in Elite Admin application then in folder options uncheck hide hidden system files. The location will be c:\Program Data\MCC7500\MessageMonitorLogs. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Project Schedule 5-1 SECTION 5 PROJECT SCHEDULE Motorola estimates the project implementation to be approximately 6 months from Contract Execution to Final Acceptance. As part of the Design Review and Implementation Planning, the implementation project schedule will be fine-tuned by Motorola’s Project Manager with the Azusa PD project team. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Warranty and Maintenance 6-2 SECTION 6 WARRANTY AND MAINTENANCE 6.1 WARRANTY Motorola Solutions will provide the Azusa PD our standard commercial warranty as set forth in the CSSA Contractual documentation, a copy of which is attached hereto. 6.2 ADVANCED PLUS PACKAGE Motorola Solutions is proposing our Advanced Plus Services for ASTRO® 25 infrastructure, a comprehensive program to sustain the long-term performance of Azusa Police Department Network. Advanced Plus Services consists of the following elements: Network Event Monitoring. Remote Technical Support. Network Hardware Repair. Network Hardware Repair with Advanced Replacement. Remote Security Update Service (RSUS). On-site Infrastructure Response. Annual Preventive Maintenance. Network Updates. Security Monitoring. Managed Detection and Response. Microwave and MPLS Tested Vendor Product Monitoring. Together, these elements will help to avoid operational disruptions and maintain the value of Azusa Police Department communications investment. The following sections describe the elements proposed for Azusa Police Department ASTRO 25 infrastructure. 6.2.1 Network Event Monitoring Motorola Solutions will continuously monitor Azusa Police Departments ASTRO 25 network to detect potential issues or communications outages, maximizing network uptime. Motorola Solutions assesses each alert with advanced event detection and correlation algorithms to determine how to respond. Potential responses include remote restoration or dispatching a local field technician to resolve the incident on-site. 6.2.2 Remote Technical Support Motorola Solutions’ Centralized Managed Support Operations (CMSO) will provide Remote Technical Support for infrastructure issues that require specific technical expertise. Experienced technical support specialists will be available to consult with Azusa PD to help Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Warranty and Maintenance 6-3 diagnose, troubleshoot, and resolve infrastructure issues. Service Desk maintenance procedures and incident resolution techniques are based on ISO 9001 and TL 9000 standards. 6.2.3 Network Hardware Repair with Advanced Replacement To restore Azusa Police Departments ASTRO 25 network components if they malfunction, Motorola Solutions will repair Motorola Solutions-provided infrastructure equipment. This includes select third-party infrastructure equipment supplied by Motorola Solutions. Motorola Solutions will ship and return repaired equipment, and will coordinate the repair of third-party solution components. To reduce the impact of a malfunction, Motorola Solutions will exchange malfunctioning equipment with Advanced Replacement units or Field Replacement Units (FRU), as available. Motorola Solutions’ repair depot will diagnose and repair malfunctioning components, and once repaired, add those to the depot’s FRU inventory. Replacement components will remain in Azusa Police Departments ASTRO 25 network to maintain continued network functionality. If Azusa PD prefers to maintain their existing FRU inventory rather than using Motorola Solutions’ depot inventory, Motorola Solutions can provide “loaner” FRUs during the repair process. 6.2.4 Remote Security Update Service Commercial security software updates are often designed without consideration for specialized systems like radio communications networks. These updates may inadvertently disrupt ASTRO 25 network operations and functionality. To minimize cyber risks and software conflicts, Motorola Solutions provides the Remote Security Update Service (RSUS). With this service, Motorola Solutions deploys antivirus and operating system security updates on an ASTRO 25 network in a dedicated information assurance lab to test and validate them for use with ASTRO 25 networks. Motorola Solutions tests whether applying these security updates degrades network service. If an update degrades performance, Motorola Solutions searches for a solution or workaround to address the issue before releasing that update. With RSUS, Motorola Solutions will remotely install tested updates on Azusa Police Departments ASTRO 25 network. If there are any recommended configuration changes, warnings, or workarounds, Motorola Solutions will provide detailed documentation on a secured extranet website. 6.2.5 On-site Infrastructure Response Motorola Solutions will provide repair service from trained and qualified technicians. Once dispatched, technicians will travel to Azusa Police Departments ASTRO 25 network location to diagnose issues and restore functionality. These technicians will run diagnostics on hardware to identify defective components, and repair or replace them as appropriate. Infrastructure Response times are based on a given issue’s impact on overall system function. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Warranty and Maintenance 6-4 Travel times and service levels are governed by local geography. Motorola Solutions will provide additional information in the Statement of Work for ASTRO 25 Advanced Plus Services and in the Customer Support Plan agreed between Azusa PD and Motorola Solutions. 6.2.6 Annual Preventive Maintenance Motorola Solutions will annually test and service network components. Qualified field technicians will perform routine hands-on examination and diagnostics of network equipment to keep them operating according to original manufacturer specifications. 6.2.7 Security Monitoring Increased network activity, reduced performance, and loss in functionality may be symptoms of malicious software intrusion. Motorola Solutions will continuously monitor Azusa Police Departments ASTRO 25 network for attempts to compromise the network. Security Monitoring tools will collect automatic alerts from network firewalls, intrusion detection systems (IDS), Syslog, and anti-malware systems. Motorola Solutions security personnel will evaluate if that alert indicates there is an active cybersecurity threat. If personnel find a potential threat, Motorola Solutions will alert Azusa PD. 6.3 MOTOROLA SOLUTIONS SERVICE DELIVERY ECOSYSTEM Advanced Plus Services are delivered through a tailored combination of field service personnel, centralized teams, product repair depots, and MyView Portal. These service resources will collaborate to swiftly analyze network issues, accurately diagnose root causes, and efficiently resolve issues to return the network to normal operation. Motorola Solutions services will be delivered by staff experienced in servicing mission-critical networks. Motorola Solutions uses the Information Technology Infrastructure Library (ITIL) framework to define service tasks based on industry- recognized best practices. As staff perform tasks, service incident information will be available to Azusa Police Departments administrators and personnel through MyView Portal. Service activities and Motorola Solutions’ service team are described in more detail below. 1.1.1 Centralized Managed Support Operations The cornerstone of Motorola Solutions’ support process is the Centralized Managed Support Operations (CMSO) organization. This TL 9000/ISO 9001-certified organization is staffed 24x7x365 by experienced service desk specialists, security Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Warranty and Maintenance 6-5 analysts, and operations managers. The CMSO houses critical central functions, including the Service Desk. The CMSO Service Desk will serve as a single point of contact for services. It processes service requests, service incidents, change requests, and dispatching. The Service Desk communicates necessary information to stakeholders, bridging communications among Azusa PD, Motorola Solutions, and third-party subcontractors. Service Desk teams record, track, and update incidents through the Motorola Solutions Customer Relationship Management (CRM) system. They document and respond to inquiries, requests, concerns, and service tickets. When an incident is initiated, the CMSO will engage with teams to resolve that incident. The CMSO will escalate to new teams when needed. Depending on the incident, the CMSO will coordinate incident resolution with local field service and authorized repair depots. 1.1.2 Field Service Motorola Solutions authorized and qualified field service technicians will perform the On-site Infrastructure Response service, repair malfunctioning hardware in the field, and conduct preventive maintenance tasks. These technicians will coordinate with the Service Desk, technical support teams, and product engineering as needed to resolve incidents. 1.1.3 Repair Depot The Motorola Solutions Repair Depot will provide Azusa PD with a central repair location. This will eliminate the need to send network equipment to multiple vendor locations for repair. Motorola Solutions tracks products sent to the Depot via a case management system throughout the repair process. This system will enable Azusa Police Departments representatives to check repair status, from inbound shipment to return. 1.1.4 Customer Support Manager A Motorola Solutions Customer Support Manager (CSM) will be Azusa Police Departments key point of contact for the definition and administration of services. The CSM will work with Azusa PD to define service delivery details to address Azusa Police Departments specific priorities. 1.1.5 MyView Portal To provide Azusa PD with quick access to service details, Motorola Solutions will provide our MyView Portal online network information tool. MyView Portal provides our customers with real-time critical network and services information through an easy-to-use graphical interface. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Warranty and Maintenance 6-6 Figure 1-1: MyView Portal offers real-time, role-based access to critical network and services information. With MyView Portal, Azusa Police Departments administrators will be able to monitor system health and maintenance updates. Capabilities include: ●Viewing network and support compliance. ●Viewing incident reports. ●Updating and creating incidents. ●Checking system update status. ●Receiving pro-active notifications regarding updates. Available 24x7x365 from any web-enabled device, the information provided by MyView will be based on your needs and user access permissions, ensuring that the information displayed is secure and pertinent to your operations. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted ASTRO 25 System Upgrade Agreement II (SUA II) 7-7 SECTION 7 ASTRO 25 SYSTEM UPGRADE AGREEMENT II (SUA II) 7.1 DESCRIPTION OF SERVICE AND OBLIGATIONS As system releases become available, Motorola agrees to provide the Customer with the software, hardware and implementation services required to execute up to one system infrastructure upgrade in a two-year period for their ASTRO 25 system. The Azusa Police Department has, at its option, the choice of upgrading in either Year 1 or Year 2 of the coverage period. To be eligible for the recurring ASTRO 25 SUA II, the ASTRO 25 system must be in the Standard Support Period. ASTRO 25 system releases are intended to improve the system functionality and operation from previous releases and may include some minor feature enhancements. At Motorola’s option, system releases may also include significant new feature enhancements that Motorola may offer for purchase. System release software and hardware shall be pre-tested and certified in Motorola’s Systems Integration Test lab. ASTRO 25 SUA II entitles a Azusa Police Department to past software versions for the purpose of downgrading product software to a compatible release version. The following ASTRO 25 certified system release software for the following products are covered under this ASTRO 25 SUA II: 1 (one) MCC 7500 Dispatch Console Motorola will provide certified hardware version updates and/or replacements necessary to upgrade the system with an equivalent level of functionality up to once in a two-year period. Hardware will be upgraded and/or replaced if required to maintain the existing features and functionality. Any updates to hardware versions and/or replacement hardware required to support new features or those not specifically required to maintain existing functionality are not included. Unless otherwise stated, platform migrations such as, but not limited to, stations, consoles, backhaul, civil, network changes and additions, and managed services are not included. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted ASTRO 25 System Upgrade Agreement II (SUA II) 7-8 The following hardware components, if originally provided by Motorola, are eligible for board-level replacement when necessary per the system release upgrade. A “board-level replacement” is defined as any Field Replaceable Unit (“FRU”) for the products listed below: MCC 7500 Dispatch Consoles Motorola will provide implementation services necessary to upgrade the system to a future system release with an equivalent level of functionality up to once in a two-year period. Any implementation services that are not directly required to support the certified system upgrade are not included. Unless otherwise stated, implementation services necessary for system expansions, platform migrations, and/or new features or functionality that are implemented concurrently with the certified system upgrade are not included. As system releases become available, Motorola will provide up to once in a two-year period the following software design and technical resources necessary to complete system release upgrades: Review infrastructure system audit data as needed. Identify additional system equipment needed to implement a system release, if applicable. 7.2 EXCLUSIONS AND LIMITATIONS The parties agree that Systems that have non-standard configurations that have not been certified by Motorola Systems Integration Testing are specifically excluded from the ASTRO 25 SUA II unless otherwise agreed in writing by Motorola. The parties acknowledge and agree that the ASTRO 25 SUA II does not cover the following products: MCC5500 Dispatch Consoles MIP5000 Dispatch Consoles Plant/E911 Systems MOTOBRIDGE Solutions ARC 4000 Systems Motorola Public Sector Applications Software (“PSA”) Custom SW, CAD, Records Management Software Data Radio Devices Mobile computing devices such as Laptops Non-Motorola two-way radio subscriber products Genesis Products Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted ASTRO 25 System Upgrade Agreement II (SUA II) 7-9 Point-to-point products such as microwave terminals and association multiplex equipment ASTRO 25 SUA II does not cover any hardware or software supplied to the Azusa Police Department when purchased directly from a third party. ASTRO 25 SUA II services do not include repair or replacement of hardware or software that is necessary due to defects that are not corrected by the system release, nor does it include repair or replacement of defects resulting from any nonstandard, improper use or conditions; or from unauthorized installation of software. ASTRO 25 SUA II does not cover or include deliverables included with the Security Update Service. This means that the SUA II does not include software support for virus attacks or other applications that are not part of the ASTRO 25 system or unauthorized modifications or other misuse of the covered software. Motorola is not responsible for management of anti-virus or other security applications, unless specifically contracted. ASTRO 25 SUA II does not cover the labor or materials associated with the backlog accumulation of security patches or antivirus updates. Additional fees may apply. At the time of upgrade, Motorola will provide the latest applicable software, patches and antivirus updates when and if available, as a part of the system release upgrade. The security patches and antivirus updates delivered as part of this upgrade are intended to bring the system current in all respects but does not imply that the customer is eligible for ongoing security patching. The upgrade may include 3rd party SW such as Microsoft Windows and Server OS, Red Hat Linux, and any Motorola software service packs that may be available. Motorola will only provide patch releases that have been analyzed, pre-tested, and certified in a dedicated ASTRO 25 test lab to ensure that they are compatible and do not interfere with the ASTRO 25 network functionality. Upgrades for equipment add-ons or expansions during the term of this ASTRO 25 SUA II are not included in the coverage of this SOW unless otherwise agreed to in writing by Motorola. 7.3 SPECIAL PROVISIONS Azusa Police Department acknowledges that if the System has a Special Product Feature, that it may be overwritten by the software update. Upon request, Motorola will determine whether a Special Product Feature can be incorporated into a system release and whether additional engineering effort is required. If additional engineering is required Motorola will issue a change order for the change in scope and associated increase in the price for the ASTRO 25 SUA II. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted ASTRO 25 System Upgrade Agreement II (SUA II) 7-10 Azusa Police Department will only use the software (including any System Releases) in accordance with the applicable Software License Agreement. ASTRO 25 SUA II coverage and the parties’ will automatically terminate if Motorola no longer supports the ASTRO 25 7.x software version in the Azusa Police Department’s system or discontinues the ASTRO 25 SUA II program; in either case, Motorola will refund to Customer any prepaid fees for ASTRO 25 SUA II services applicable to the terminated period. If Azusa Police Department chooses to not have Motorola apply the security patches and antivirus updates and this delays or postpones the system software update, Motorola reserves the right to charge the Customer a fee equivalent to the costs incurred by the Motorola Solutions Upgrade Operations Team for the unplanned and additional time on site. Any additional fees to be provided in a quote or other writing. If Azusa Police Department cancels a scheduled upgrade within less than 12 weeks of the scheduled on site date, Motorola reserves the right to charge the Customer a cancellation fee equivalent to the cost of the pre-planning efforts completed by the Motorola Solutions Upgrade Operations Team. The SUA II annualized price is based on the fulfillment of the two-year term. If Azusa Police Department terminates, except if Motorola is the defaulting party, Azusa Police Department will be required to pay for the balance of payments owed if a system release upgrade has been taken prior to the point of termination. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Pricing 8-11 SECTION 8 PRICING 8.1 MAIN OFFERING EQUIPMENT AND SERVICES PROPOSED Description Price (USD) Equipment - One (1) MCC 7500 Console and accessories - One Client PC (Z2 G5 Mini) - One (1) Voice Processor Module - One (1) Instant Recall Recorder (IRR)$63,898 Equipment Discount (LA County Contract) -$9,338 Equipment Total $54,560 Project Services - Design Services - Field Staging - Post Sale Engineering Services - Systems Technologist Integration Support - Installation - ATP System Testing - Standard Warranty $62,800 Project Services Total $62,800 Project Subtotal $117,360 Additional System Discount -$10,562 Equipment Total (With Discounts Applied) $49,650 Services Total (With Discounts Applied) $57,148 Estimated Tax on Equipment (10.25%) $5,089 Project Grand Total (after Discount) $111,887 Maintenance Services (to match current services) Six (6) Year Advanced Package (yearly breakdown below) $32,503 Six (6) SUA (yearly breakdown below) $17,075 Maintenance Services Total $49,578 Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Pricing 8-12 8.1.1 Payment Terms Except for a payment that is due on the Effective Date, Azusa will make payments to Motorola within thirty (30) days after the date of each invoice. Azusa will make payments when due in the form of a check, cashier’s check, or wire transfer drawn on a U.S. financial institution. If Customer has purchased additional Professional or Subscription services, payment will be in accordance with the applicable addenda. Payment for the System purchase will be in accordance with the following milestones. System Purchase (excluding Subscribers, if applicable) 1. 50% of the Contract Price due upon contract execution (due upon effective date); 2. 50% of the Contract Price due upon Final Acceptance. 8.2 MAINTENANCE SERVICES BREAKDOWN The table below summarizes annual Advanced Package services pricing for 5 years to align the new equipment with Azusa’s current service plan. Pricing is valid for 90 days from the date on the cover letter of this proposal. Azusa PD Console Pricing - Single Console Year 1 - 2022-2023 (Warranty yr.) Year 2 - 2023-2024 Year 3 - 2024-2025 Year 4 - 2025-2026 Year 5 - 2026-2027 Year 6 - 2027-2028 Totals Advanced Services $0 $6,081 $6,247 $6,480 $6,722 $6,973 $32,503 SUA $0 $3,286 $3,350 $3,414 $3,479 $3,545 $17,075 Yearly Totals $0 $9,368 $9,597 $9,894 $10,201 $10,518 $49,578 8.2.1 Advanced package Payment Terms Azusa will make payments to Motorola Solutions annually in advance of each defined yearly cycle. The initial payment will be billed upon the contract effective date, and annually thereafter. Payments are due within thirty (30) days after the date of each invoice. Azusa 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 payment schedule. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-1 SECTION 9 CONTRACTUAL DOCUMENTATION 9.1 COMMUNICATIONS SYSTEM ANS SERVICE AGREEMENT Motorola Solutions, Inc. (“Motorola”) and _______________________________________ (“Customer”) enter into this “Agreement,” pursuant to which Customer will purchase and Motorola will sell the System and Services, 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 ATTACHMENTS 1.1. EXHIBITS. The Exhibits listed below are exhibits related to the System sale and implementation. These Exhibits are incorporated into and made a part of this Agreement. Exhibit A “Motorola Software License Agreement” Exhibit B “Payment” Exhibit C Technical and Implementation Documents C-1 “System Description” dated _______________ C-2 “Pricing Summary & Equipment List” dated _______________ C-3 “Implementation Statement of Work” dated _______________ C-4 “Acceptance Test Plan” or “ATP” dated _______________ C-5 “Performance Schedule” dated _______________ Exhibit D “System Acceptance Certificate” 1.2. ADDENDUM (ADDENDA). Customer may elect to purchase professional or subscription services in addition to the System and related services. Any such services will be governed by the terms in the main body of the Agreement and an applicable Addendum containing terms specific to such service. Such Addenda will be labeled with the name of the service being purchased. 1.3 ORDER OF PRECEDENCE. In interpreting this Agreement and resolving any ambiguities: 1) the main body of this Agreement takes precedence over the exhibits (unless otherwise specified in an exhibit), and any inconsistency between Exhibits A through D will be resolved in their listed order, and 2) The applicable service Addendum will take precedence over the main body of the Agreement and the Exhibits. Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: “Acceptance Tests” means those tests described in the Acceptance Test Plan. “Addendum (Addenda)” is the title of the document(s) containing a specific set of terms and conditions applicable to a particular service or other offering beyond the Communication System and System implementation services. The terms in the Addendum are applicable only to the specific service or offering described therein. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-2 “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. “Beneficial Use” means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). “Confidential Information” means all information consistent with the fulfillment of this Agreement that is (i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis of any hardware, software or any component part thereof provided by discloser to recipient. 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. “Contract Price” means the price for the System and implementation Services, excluding applicable sales or similar taxes and freight charges. Further, unless otherwise stated in Exhibit B, “Payment” or the pricing pages of the proposal, recurring fees for maintenance, SUA, or subscription services are not included in the Contract Price. “Deliverables” means all written information (such as reports, specifications, designs, plans, drawings, analytics, Solution Data, or other technical or business information) that Motorola prepares for Customer in the performance of the Services and is obligated to provide to Customer under this Agreement. The Deliverables, if any, are more fully described in the Statement of Work. “Derivative Proprietary Materials” means derivatives of the Proprietary Materials that Motorola may from time to time, including during the course of providing the Services, develop and/or use and/or to which Motorola provides Customer access. “Effective Date” means that date upon which the last Party executes this Agreement. “Equipment” means the hardware components of the Solution that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List. “Feedback” means comments or information, in oral or written form, given to Motorola by Customer in connection with or relating to Equipment or Services, during the term of this Agreement. “Force Majeure” means an event, circumstance, or act that is beyond a Party’s reasonable control, such as an act of God, an act of the public enemy, an act of a government entity, strikes, other labor disturbances, supplier performance, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, riots, or any other similar cause. “Motorola Software” means software that Motorola or its affiliated companies owns. “Non-Motorola Software” means software that a party other than Motorola or its affiliated companies owns. “Open Source Software” (also called “freeware” or “shareware”) means software with either freely obtainable source code, license for modification, or permission for free distribution. “Proprietary Materials” means certain software tools and/or other technical materials, including, but not limited to, data, modules, components, designs, utilities, subsets, objects, program listings, models, methodologies, programs, systems, analysis frameworks, leading practices and specifications which Motorola has developed prior to, or independently from, the provision of the Services and/or which Motorola licenses from third parties. “Proprietary Rights” means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-3 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. “Services” means system implementation, maintenance, support, subscription, or other professional services provided under this Agreement, which may be further described in the applicable Addendum and/or SOW. “Software” (i) means proprietary software in object code format, and adaptations, translations, 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. “Software License Agreement” means the Motorola Software License Agreement (Exhibit A). “Software Support Policy” (“SwSP”) means the policy set forth at https://www.motorolasolutions.com/content/dam/msi/secure/services/software_policy.pdf describing the specific technical support that will be provided to Customers under the Warranty Period and during any paid maintenance support period for Motorola Software. This policy may be modified from time to time at Motorola’s discretion. “Solution” means the combination of the System(s) and Services provided by Motorola under this Agreement. “Solution Data” means Customer data that is transformed, altered, processed, aggregated, correlated or operated on by Motorola, its vendors or other data sources and data that has been manipulated or retrieved using Motorola know-how to produce value-added content to data consumers, including customers or citizens which is made available to Customer with the Solution and Services. “Specifications” means the functionality and performance requirements that are described in the Technical and Implementation Documents. “SUA” or “SUA II” means Motorola’s Software Upgrade Agreement program. “Subsystem” means a major part of the System that performs specific functions or operations. Subsystems are described in the Technical and Implementation Documents. “System” means the Equipment, including incidental hardware and materials, Software, and design, installation and implementation services that are combined together into an integrated system; the System(s) is (are) described in the Technical and Implementation Documents. “System Acceptance” means the Acceptance Tests have been successfully completed. “System Data” means data created by, in connection with or in relation to Equipment or the performance of Services under this Agreement. “Warranty Period” for System Hardware, Software, or services related to system implementation means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Unless otherwise stated in the applicable Addendum, Warranty Period for other Services means ninety (90) days from performance of the Service. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide, install and test the System(s), and perform its other contractual responsibilities to provide the Solution, 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 Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-4 Parties will agree to an equitable adjustment of the Contract Price or applicable subscription fees, Performance Schedule, or both, and will reflect the adjustment in a change order or Addendum. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the date of Final Project Acceptance or expiration of the Warranty Period, or completion of the Services, whichever occurs last. The term and the effective date of recurring Services will be set forth in the applicable Addendum. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the expiration date of the Agreement, Customer may order additional Equipment or Software, if it is then available. Each purchase order must refer to this Agreement, the expiration date of the Agreement, and must specify the pricing and delivery terms. The Parties agree that, notwithstanding expiration of the Agreement, the applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Additional or contrary terms in the purchase order will be inapplicable, unless signed by both parties. Title and risk of loss to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within thirty (30) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola 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.motorolasolutions.com and the MOL telephone number is (800) 814-0601. 3.5. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.6. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor’s rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non- Motorola Software. Non-Motorola Software may include Open Source Software. 3.7. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order. 3.8. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a “Priced Options” exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions. Section 4 SERVICES 4.1. If Customer desires and Motorola agrees to continue Services beyond the Term, Customer’s issuance and Motorola’s acceptance of a purchase order for Services will serve as an automatic extension of the Agreement for Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-5 purposes of the continuing Services. Only the terms and conditions applicable to the performance of Services will apply to the extended Agreement. 4.2. During the Warranty Period, in addition to warranty services, Motorola will provide maintenance Services for the Equipment and support for the Motorola Software pursuant to the applicable maintenance and support Statements of Work. Support for the Motorola Software will be in accordance with Motorola's established Software Support Policy. Copies of the SwSP can be found at https://www.motorolasolutions.com/content/dam/msi/secure/services/software_policy.pdf and will be sent by mail, email or fax to Customer upon written request. Maintenance Services and support during the Warranty Period are included in the Contract Price. Unless already included in the Contract Price, if Customer wishes to purchase 1) additional maintenance or software support services during the Warranty Period; or 2) continue or expand maintenance, software support, installation, and/or SUA services after the Warranty Period, Motorola will provide the description of and pricing for such services in a separate proposal document. Unless otherwise agreed by the parties in writing, the terms and conditions in this Agreement applicable to maintenance, support, installation, and/or SUA Services, will be included in the Maintenance and Support Addendum, SUA Addendum, the applicable Statements of Work, and the proposal, (if applicable). These collective terms will govern the provision of such Services. To obtain any such additional Services, Customer will issue a purchase order referring to this Agreement and the separate proposal document. Omission of reference to this Agreement in Customer’s purchase order will not affect the applicability of this Agreement. Motorola’s proposal may include a cover page entitled “Service Agreement” or “Installation Agreement”, as applicable, and other attachments. These cover pages and other attachments are incorporated into this Agreement by this reference 4.3. PROFESSIONAL AND SUBSCRIPTION SERVICES. If Customer purchases professional or subscription Services as part of the Solution, additional or different terms specific to such Service will be included in the applicable Addendum and will apply to those Services. Customer may purchase additional professional or subscription services by issuing a purchase order referencing this Agreement and Motorola’s proposal for such additional services. 4.4. Any information in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer in providing Services under this Agreement or Motorola data viewed, accessed, will remain Motorola’s property, will be deemed proprietary, Confidential Information. This Confidential Information will be promptly returned at Motorola's request. 4.5. TOOLS. All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of providing Services under this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer’s custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola’s use without charge and may be removed from Customer’s premises by Motorola at any time without restriction. Upon termination of the contract for any reason, Customer shall return to Motorola all equipment delivered to Customer. 4.6. 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. 4.7. CUSTOMER OBLIGATIONS. If the applicable Statement of Work or Addendum contains assumptions that affect the Services or Deliverables, Customer will verify that they are accurate and complete. Any information that Customer provides to Motorola concerning the Services or Deliverables will be accurate and complete in all material respects. Customer will make timely decisions and obtain any required management approvals that are reasonably necessary for Motorola to perform the Services and its other duties under this Agreement. Unless the Statement Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-6 of Work states the contrary, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions and Customer-provided information, decisions and approvals described in this paragraph. 4.8. ASSUMPTIONS. If any assumptions or conditions contained in this Agreement, applicable Addenda or Statements of Work prove to be incorrect or if Customer’s obligations are not performed, Motorola’s ability to perform under this Agreement may be impacted and changes to the Contract Price, subscription fees, project schedule, Deliverables, or other changes may be necessary. 4.9. NON-PRECLUSION. If, as a result of the Services performed under this Agreement, Motorola recommends that Customer purchase products or other services, nothing in this Agreement precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products or other services to Customer. Customer represents that this paragraph does not violate its procurement or other laws, regulations, or policies. 4.10. PROPRIETARY MATERIALS. Customer acknowledges that Motorola may use and/or provide Customer with access to Proprietary Materials and Derivative Proprietary Materials. The Proprietary Materials and the Derivative Proprietary Materials are the sole and exclusive property of Motorola and Motorola retains all right, title and interest in and to the Proprietary Materials and Derivative Proprietary Materials. 4.11. ADDITIONAL SERVICES. Any services performed by Motorola outside the scope of this Agreement at the direction of Customer will be considered to be additional Services which are subject to additional charges. Any agreement to perform additional Services will be reflected in a written and executed change order, Addendum or amendment to this Agreement. Section 5 PERFORMANCE SCHEDULE The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance. Section 6 CONTRACT PRICE, PAYMENT AND INVOICING 6.1. Customer affirms that a purchase order or notice to proceed is not required for contract performance or for subsequent years of service, if any, and that sufficient funds have been appropriated in accordance with applicable law. The Customer will pay all invoices as received from Motorola and any changes in scope will be subject to the change order process as described in this Agreement. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for payment in accordance with this Agreement. 6.2. CONTRACT PRICE. The Contract Price in U.S. dollars is $________________________. If applicable, a pricing summary is included with the Payment schedule in Exhibit B. Motorola has priced the Services, Software, and Equipment as an integrated System. A change in Software or Equipment quantities, or Services, may affect the overall Contract Price, including discounts if applicable. Fees for professional, SUA, and/or subscription services which are not included in the Contract Price may be listed in Exhibit B, the pricing pages of the proposal, or the applicable Addendum. 6.3. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment schedule in Exhibit B. Invoices will be mailed or emailed to Customer pursuant to Section 6.5, Invoicing and Shipping Addresses. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier’s check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola is 36- 1115800. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-7 6.4. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the invoices. Title and risk of loss to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices. 6.5. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address: Name:______________________________________________________________________________ Address:_____________________________________________________________________________ Phone:______________________________________________________________________________ E-INVOICE. To receive invoices via email: Customer Account Number:____________________________________________________________ Customer Accounts Payable Email:______________________________________________________ Customer CC(optional) Email: __________________________________________________________ The address which is the ultimate destination where the Equipment will be delivered to Customer is: Name:______________________________________________________________________________ Address:_____________________________________________________________________________ The Equipment will be shipped to the Customer at the following address (insert if this information is known): Name:______________________________________________________________________________ Address:_____________________________________________________________________________ Phone:______________________________________________________________________________ Customer may change this information by giving written notice to Motorola. Section 7 SITES AND SITE CONDITIONS 7.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and mounting locations; and access to the worksites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist Customer in the local building permit process. 7.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate: physical space; air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any apparent deficiencies or non-conformities with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date. 7.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order. Section 8 TRAINING Any training to be provided by Motorola to Customer will be described in the applicable Statement of Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-8 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 9 SYSTEM ACCEPTANCE 9.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 9.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. 9.3. BENEFICIAL USE. Customer acknowledges that Motorola’s ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola’s prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 9.4. FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate. Section 10 REPRESENTATIONS AND WARRANTIES 10.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola’s control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration outside the Specifications. 10.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes beyond Motorola’s control, this warranty expires eighteen (18) months after the shipment of the Equipment. 10.3. SOFTWARE WARRANTY. Except as described in the SwSP and unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Software in accordance with the warranty terms set forth in the Software License Agreement and the provisions of this Section that are applicable to the Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes beyond Motorola’s control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. Nothing in this Warranty provision is intended to conflict or modify the Software Support Policy. In the event of an ambiguity or conflict between the Software Warranty and Software Support Policy, the Software Support Policy governs. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-9 10.4. EXCLUSIONS TO EQUIPMENT AND SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer’s failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear. 10.5. SERVICE WARRANTY. During the Warranty Period, Motorola warrants that the Services will be provided in a good and workmanlike manner and will conform in all material respects to the applicable Statement of Work. Services will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. Customer acknowledges that the Deliverables may contain recommendations, suggestions or advice from Motorola to Customer (collectively, “recommendations”). Motorola makes no warranties concerning those recommendations, and Customer alone accepts responsibility for choosing whether and how to implement the recommendations and the results to be realized from implementing them. 10.6. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid Equipment or Software warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. These actions will be the full extent of Motorola’s liability for the warranty claim. In the event of a valid Services warranty claim, Customer’s sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the non-conforming Service. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola’s then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola. 10.7. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System or Services for commercial, industrial, or governmental use only, and are not assignable or transferable. 10.8. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. Section 11 DELAYS 11.1. FORCE 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 or applicable Addenda for a time period that is reasonable under the circumstances. 11.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re-mobilizing the work; additional engineering, Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-10 project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan. Section 12 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement (a “Dispute”). 12.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State in which the System is installed. 12.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute (“Notice of Dispute”). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation. 12.3. MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party (“Notice of Mediation”). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. 12.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement. 12.5. CONFIDENTIALITY. All communications pursuant to subsections 12.2 and 12.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. Section 13 DEFAULT AND TERMINATION 13.1. DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer’s cure plan. 13.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 13.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting Party will promptly return to the 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. In the event Customer elects to terminate this Agreement for any reason other than default, Customer shall pay Motorola for the conforming Equipment and/or Software delivered and all services performed. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-11 Section 14 INDEMNIFICATION 14.1. GENERAL INDEMNITY BY Motorola. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notice of any claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This Section sets forth the full extent of Motorola’s general indemnification of Customer from liabilities that are in any way related to Motorola’s performance under this Agreement. 14.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This Section sets forth the full extent of Customer’s general indemnification of Motorola from liabilities that are in any way related to Customer’s performance under this Agreement. 14.3. PATENT AND COPYRIGHT INFRINGEMENT. 14.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third- party claim alleging that the Equipment manufactured by Motorola or the Motorola Software (“Motorola Product”) directly infringes a United States patent or copyright (“Infringement Claim”). Motorola’s duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola’s obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. 14.3.2 If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. 14.3.3 Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer’s designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola’s liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer’s revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product. 14.3.4. This Section 14 provides Customer’s sole and exclusive remedies and Motorola’s entire liability in the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 14 are subject to and limited by the restrictions set forth in Section 15. Section 15 LIMITATION OF LIABILITY Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-12 Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or implementation and other one-time Services with respect to which losses or damages are claimed. With respect to all subscription or other ongoing Services and unless as otherwise provided under the applicable Addenda, Motorola’s total liability will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Services preceding the incident giving rise to the claim. 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, LOSS TIME, DATA, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. Section 16 CONFIDENTIALITY AND PROPRIETARY RIGHTS 16.1. CONFIDENTIAL INFORMATION. 16.1.1. Each party is a disclosing party (“Discloser”) and a receiving party (“Recipient”) under this Agreement. All Deliverables will be deemed to be Motorola’s Confidential Information. During the term of this Agreement and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential Information to only those employees (including, but not limited to, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must be directly involved with the Confidential Information for the purpose and who are bound by confidentiality terms substantially similar to those in this Agreement; (iii) not copy, reproduce, reverse engineer, decompile, or disassemble any Confidential Information; (iv) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (v) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (vi) only use the Confidential Information as needed to fulfill this Agreement. 16.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can demonstrate by documentation (i) is now available or becomes available to the public without breach of this agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to such disclosure; or (v) is independently developed by Recipient without the use of any of Discloser’s Confidential Information or any breach of this Agreement. 16.1.3. All Confidential Information remains the property of the Discloser and will not be copied or reproduced without the express written permission of the Discloser, except for copies that are absolutely necessary in order to fulfill this Agreement. Within ten (10) days of receipt of Discloser’s written request, Recipient will return all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain one (1) archival copy of the Confidential Information that it may use only in case of a dispute concerning this Agreement. No license, express or implied, in the Confidential Information is granted other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. The Discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement. 16.2. PRESERVATION OF MOTOROLA’S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-13 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. 16.3 VOLUNTARY DISCLOSURE. Except as required to fulfill its obligations under this Agreement, Motorola will have no obligation to provide Customer with access to its Confidential Information and/or proprietary information. Under no circumstances will Motorola be required to provide any data related to cost and pricing. 16.4 DATA AND FEEDBACK. 16.4.1 To the extent permitted by law, Customer owns all right, title and interest in System Data created solely by it or its agents (hereafter, “Customer Data”), and grants to Motorola the right to use, host, cache, store, reproduce, copy, modify, combine, analyze, create derivatives from, communicate, transmit, publish, display, and distribute such Customer Data. 16.4.2 Motorola owns all right, title and interest in data resulting from System Data that is or has been transformed, altered, processed, aggregated, correlated or operated on (hereafter, “Derivative Data”). 16.4.3 Any Feedback given by Customer is and will be entirely voluntary and, even if designated as confidential, will not create any confidentiality obligation for Motorola. Motorola will be free to use, reproduce, license or otherwise distribute and exploit the Feedback without any obligation to Customer. Customer acknowledges that Motorola’s receipt of the Feedback does not imply or create recognition by Motorola of either the novelty or originality of any idea. The parties further agree that all fixes, modifications and improvements made to Motorola products or services conceived of or made by Motorola that are based, either in whole or in part, on the Feedback are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements to the Motorola product or service will vest solely in Motorola. Section 17 GENERAL 17.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within thirty (30) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth. 17.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder 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. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-14 17.3. WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 17.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect. 17.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 17.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 17.7. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt. 17.8. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission (“FCC”) licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 17.9 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an evolving technological area and therefore, laws and regulations regarding Services and use of Solution may change. Changes to existing Services or the Solution required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services. 17.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 17.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. If applicable to the type of System purchased by Customer, Motorola will provide Customer with Administrative User Credentials. Customer agrees to only grant access to the Administrative User Credentials to those personnel with the training and experience to correctly use them. Customer is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer may be asked to provide valid Administrative User Credentials when in contact with Motorola System support personnel. Customer understands that changes made as the Administrative User can significantly impact the performance of the System. Customer agrees that it will be solely responsible for any negative impact on the System or its users by any such changes. System issues occurring as a result of changes made using the Administrative User Credentials may impact Motorola’s ability to perform Services or other obligations under the Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-15 Administrative User Credentials, Motorola will be entitled to bill Customer and Customer will pay Motorola on a time and materials basis for resolving the issue. 17.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.5 (Motorola Software); Section 3.6 (Non-Motorola Software); if any payment obligations exist, Sections 6.2 and 6.3 (Contract Price and Invoicing and Payment); Subsection 10.8 (Disclaimer of Implied Warranties); Section 12 (Disputes); Section 15 (Limitation of Liability); and Section 16 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 17. 17.13. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. The Parties hereby enter into this Agreement as of the Effective Date. Motorola Solutions, Inc. Customer By: ______________________________ By: ______________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: _____________________________ Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-16 Exhibit A MOTOROLA SOFTWARE LICENSE AGREEMENT This Exhibit A Motorola Software License Agreement ("Agreement") is between Motorola Solutions, Inc., (“Motorola"), and ______________________________________ (“Licensee”). For good and valuable consideration, the parties agree 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 proprietary software and affiliated documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and 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 Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-17 precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; and (ii) identify the Open Source Software (or specify where that license may be found). 3.3 TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERSEDES THE SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, 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 Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party (“Auditor”) may inspect Licensee’s premises, books and records, upon reasonable prior notice to Licensee, during Licensee’s normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola’s Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-18 processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. Unless otherwise stated in the Primary Agreement, the commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee’s use of the Software or the Designated Products will be uninterrupted, error-free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee’s particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. Notwithstanding, any warranty provided by a copyright owner in its standard license terms will flow through to Licensee for third party software provided by Motorola. 6.2 Motorola’s sole obligation to Licensee and Licensee’s exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola’s option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee’s paid license fee. 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 applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than CPS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee’s right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-19 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 Commercial Computer Software 9.1 This Section 9 only applies to U.S. Government end users. The Software, Documentation and updates are commercial items as that term is defined at 48 C.F.R. Part 2.101, consisting of “commercial computer software” and “computer software documentation” as such terms are defined in 48 C.F.R. Part 252.227-7014(a)(1) and 48 C.F.R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48 C.F.R. Part 227.7202, as applicable. Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227-7015, 48 C.F.R. Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, the Software, Documentation and Updates are distributed and licensed to U.S. Government end users: (i) only as commercial items, and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions contained herein. 9.2 If Licensee is licensing Software for end use by the United States Government or a United States Government agency, Licensee may transfer such Software license, but only if: (i) Licensee transfers all copies of such Software and Documentation to such United States Government entity or interim transferee, and (ii) Licensee has first obtained from the transferee (if applicable) and ultimate end user an enforceable end user license agreement containing restrictions substantially identical to the ones contained in this Agreement. Except as stated in the foregoing, Licensee and any transferee(s) authorized by this subsection 9.2 may not otherwise use or transfer or make available any Motorola software to any third party nor permit any party to do so. 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 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, Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-20 or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an evolving technological area and therefore, laws and regulations regarding Services and use of Solution may change. Changes to existing Services or the Solution required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services. 13.4. 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. 13.5. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of 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. 13.6. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.7. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. 13.8. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter. 13.9. SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. Exhibit B PAYMENT 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. If Customer has purchased additional Professional or Subscription services, payment will be in accordance with the applicable addenda. Payment for the System purchase will be in accordance with the following milestones. System Purchase (excluding Subscribers, if applicable) 1. 50% of the Contract Price due upon contract execution (due upon effective date); 2. 50% of the Contract Price due upon Final Acceptance. " Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-21 If Subscribers are purchased, 100% of the Subscriber Contract Price will be invoiced upon shipment (as shipped). Motorola shall make partial shipments of equipment and will request payment upon shipment of such equipment. In addition, Motorola shall invoice for installations completed on a site-by-site basis or when professional services are completed, when applicable. The value of the equipment shipped/services performed will be determined by the value shipped/services performed as a percentage of the total milestone value. Unless otherwise specified, contract discounts are based upon all items proposed and overall system package. For invoicing purposes only, discounts will be applied proportionately to the FNE and Subscriber equipment values to total contract price. Overdue invoices will bear simple interest at the maximum allowable rate by state law. For Lifecycle Support Plan and Subscription Based Services: Motorola will invoice Customer annually in advance of each year of the plan. The chart below outlines the hourly labor rates for Motorola System Integration resources to be used. The staffing requirements shall be multiplied by the appropriate rate per resource in the table below. The hourly labor rates are fully burdened. The hourly rates per resource type and level are listed in Table 1. These rates apply to ordinary days and times (Monday to Friday during the hours 8am to 5pm). Additional surcharges may apply to work done outside these timeframes. The minimum charge for any resource will be 4 hours. Travel expenses are not included in these rates and may be charged separately. The qualifications of each type and level of resource are defined in the tables found at https://www.motorolasolutions.com/content/dam/msi/secure/services/labor-rates-exhibit-160408.pdf . All Motorola System Integration personnel assigned to this project will be classified according these levels. Project Administrative roles are varied and their specific duties and qualifications will be determined by the complexity and requirements of each project. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-22 EXHIBIT D System Acceptance Certificate Customer Name: ______________________________________________________ Project Name: ________________________________________________________ This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that: 1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed. 2. The System is accepted. Customer Representative: Motorola Representative: Signature: ____________________________ Signature: ____________________________ Print Name: ___________________________ Print Name: ___________________________ Title: ________________________________ Title: ________________________________ Date: ________________________________ Date: ________________________________ FINAL PROJECT ACCEPTANCE: Motorola has provided and Customer has received all deliverables, and Motorola has performed all other work required for Final Project Acceptance. Customer Representative: Motorola Representative: Signature: ____________________________ Signature: ____________________________ Print Name: ___________________________ Print Name: ___________________________ Title: ________________________________ Title: ________________________________ Date: ________________________________ Date: ________________________________ Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-23 9.2 MAINTENANCE, SUPPORT AND LIEFCYCLE MANAGEMENT ADDENDUM This Addendum to the Communications System and Services Agreement or other previously executed Agreement currently in force, as applicable (“Primary Agreement”) provides additional or different terms and conditions to govern the sale of Maintenance, Support and Lifecycle Management services. The terms in this Addendum are integral to and incorporated into the Primary Agreement signed by the Parties. 1. DEFINITIONS All capitalized terms not otherwise defined herein shall have the same meaning as defined in the Primary Agreement. “MUA”; means Microwave Upgrade Agreement (MUA). “NUA”; means Network Upgrade Agreement (NUA). “SUA” or “SUA II” means Motorola’s Software Upgrade Agreement program for Motorola’s P25 radio system. 2. SCOPE Motorola will provide Maintenance and Support Services and/or Lifecycle Management as further described in the applicable Statement of Work, or attachment to Motorola’s proposal for additional services. 3. TERMS AND CONDITIONS The terms of the Primary Agreement combined with the terms of this Addendum will govern the products and services offered pursuant to this Addendum. To the extent there is a conflict between the terms and conditions of the Primary Agreement and the terms and conditions of this Addendum, this Addendum takes precedence. 3.1 MAINTENANCE AND SUPPORT SERVICES 3.1.1 PURCHASE ORDER ACCEPTANCE. Purchase orders for additional, continued, or expanded maintenance and software support, during the Warranty Period or after the Warranty Period, become binding only when accepted in writing by Motorola. 3.1.2 START DATE. The “Start Date” for Maintenance and Support Services will be indicated in the proposal or a cover page entitled “Service Agreement”. 3.1.3 AUTO RENEWAL. Unless the cover page or SOW specifically states a termination date or one Party notifies the other in writing of its intention to discontinue the Services, this Agreement will renew for an additional one (1) year term on every anniversary of the Start Date. At the anniversary date, Motorola may adjust the price of the Services to reflect the renewal rate. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-24 3.1.4 TERMINATION. Written notice of intent to terminate must be provided thirty (30) days or more prior to the anniversary date. If Motorola provides Services after the termination or expiration of this Addendum, the terms and conditions in effect at the time of termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola’s then effective hourly rates. 3.1.5 EQUIPMENT DEFINITION. For maintenance and support services, Equipment will be defined to mean the hardware specified in the applicable SOW or attachments to the maintenance and support proposal. 3.1.6 ADDITIONAL HARDWARE. If Customer purchases additional hardware from Motorola that becomes part of the System, the additional hardware may be added to this Addendum and will be billed at the applicable rates after the warranty period for that additional equipment expires. Such hardware will be included in the definition of Equipment. 3.1.7 MAINTENANCE. Equipment will be maintained at levels set forth in the manufacturer’s product manuals and routine procedures that are prescribed by Motorola will be followed. Motorola parts or parts of equal quality will be used for Equipment maintenance. 3.1.8 EQUIPMENT CONDITION. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Addendum. 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 maintenance and support fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. If Equipment cannot, in Motorola’s reasonable opinion, be properly or economically maintained 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 maintain that Equipment. 3.1.9 EQUIPMENT FAILURE. 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 Addendum and applicable SOW. 3.1.10 INTRINSICALLY SAFE. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 3.1.11 EXCLUDED SERVICES. a) 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. b) Unless specifically included in this Addendum, 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 Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-25 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. 3.1.12 TIME AND PLACE. Service will be provided at the location specified in this Addendum and/or the SOW. When Motorola performs maintenance, support, or installation 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 Addendum or applicable SOW, 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 Addendum or applicable SOW, 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. 3.1.13 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. 3.2 LIFECYCLE MANAGEMENT SERVICES 3.2.1 The Software License Agreement included as Exhibit A to the Primary Agreement applies to any Motorola Software provided as part of the Lifecycle Management transactions. 3.2.2 The term of this Addendum is __________ years, commencing on _________, 2022. The Lifecycle Management Price for the ___ years of services is $______________, excluding applicable sales or use taxes but including discounts as more fully set forth in the pricing pages. Because the Lifecycle Management is a subscription service as more fully described in the applicable Lifecycle Management Statement of Work, payment from Customer is due in advance and will not be in accordance with any Payment Milestone Schedule. 3.2.3 The System upgrade will be scheduled during the subscription period and will be performed when Motorola’s system upgrade operation resources are available. Because there might be a significant time frame between when this Addendum is executed and when a System upgrade transaction is performed, Motorola may substitute any of the promised Equipment or Software so long as the substitute is equivalent or superior to the initially promised Equipment or Software. Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-26 3.2.4 Acceptance of a Lifecycle Management transaction occurs when the Equipment (if any) and Software are delivered and the Lifecycle Management services are fully performed; there is no Acceptance Testing with a Lifecycle Management transaction. 3.2.5 The Warranty Period for any Equipment or Motorola Software provided under a Lifecycle Management transaction will commence upon shipment and not on System Acceptance or Beneficial Use, and is for a period of ninety (90) days rather than one (1) year. The ninety (90) day warranty for Lifecycle Management services is set forth in the Lifecycle Management Statement of Work. 3.2.6 In addition to the description of the Lifecycle Management services and exclusions provided in the Lifecycle Management Statement of Work, the following apply: a) Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. b) Lifecycle Management services exclude 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. c) Unless specifically included in this Addendum or the Lifecycle Management Statement of Work, Lifecycle Management services exclude items that are consumed in the normal operation of the Equipment; accessories; and repair or maintenance 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. d) Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available during the performance of the Lifecycle Management services. 3.2.7 The Lifecycle Management annualized price is based on the fulfillment of the two year cycle. If Customer terminates this service during a two year cycle, except for Motorola’s default, then Customer will be required to pay for the balance of payments owed for the two year cycle if a major system release has been implemented before the point of termination. 3.2.8 If Customer terminates this service and contractual commitment before the end of the __ year term, for any reason other than Motorola’s default, then the Customer will pay to Motorola a termination fee equal to the discount applied to the last three years of service payments related to the __ year commitment. 4. PAYMENT 4.1 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 the Customer must pay each invoice in U.S. dollars within thirty (30) days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-27 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. 4.2 INFLATION ADJUSTMENT. For multi-year agreements, at the end of the first year of the Agreement and each year thereafter, a CPI percentage change calculation shall be performed using the U.S. Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI- U). Should the annual inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 3%. All items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the annual average for the new year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base). 5. ENTIRE AGREEMENT. This Addendum, any related attachments, and the Primary Agreement, constitutes the entire agreement of the Parties regarding the subject matter of this Addendum and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Addendum may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Addendum, even if a representative of each Party signs that document. END Azusa Police Department 4/18/2022 MCC 7500 Console Add On Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Our Commitment 10-1 SECTION 10 OUR COMMITMENT Motorola Solutions creates innovative, mission-critical communication solutions and services that help public safety and commercial customers build safer cities and thriving communities. You can find our products at work in a variety of industries including law enforcement, fire, emergency medical services, national government security, utilities, mining, energy, manufacturing, hospitality, retail, transportation and logistics, education, and public services. Founded in 1928, Motorola Solutions has a history of innovation that has revolutionized communications. From pioneering mobile communications in the 1930s and making equipment that carried the first words from the moon in 1969, to supporting modern-day emergency response equipment for disaster relief efforts around the world, Motorola Solutions has a global footprint with products that demonstrate its thought leadership. Throughout its history, Motorola Solutions has transformed innovative ideas into products that connect people to each other and the world around them. Moving forward, the company strives to keep its commitment of make things better and life easier, to make sound recommendations that will guide you in linking your current and future communication needs and objectives with technology’s ever-evolving promise.