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HomeMy WebLinkAboutE-6 Staff Report - Motorola Maintenance 5 year agreement 23-24 plusCONSENT ITEM E-6 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: SERGIO GONZALEZ, CITY MANAGER FROM: ROCKY WENRICK, CHIEF OF POLICE DATE: AUGUST 21, 2023 SUBJECT: APPROVE ANNUAL MAINTENANCE AGREEMENT WITH MOTOROLA SOLUTIONS BACKGROUND: On November 18, 2014, the City Council authorized the Police Department to purchase a Computer Aided Dispatch (CAD), Records Management System (RMS), and Mobile Data Computer (MDC), integrated software system from Spillman Technologies, Incorporated which is now Motorola Solutions. In order to maintain the system and to receive the latest enhancements and most updated versions of software, the City Council approved an annual maintenance agreement. The proposed action approves a maintenance agreement with Motorola Solutions for all current software programs for 5 years (December 1, 2023, through November 30, 2028) for $470, 815.75. This equates to $94, 163.15 each of the five years, billed on an annual basis. RECOMMENDATION: Staff recommends the City Council take the following actions: 1) Approve a maintenance agreement with Motorola Solutions for all current software programs for the period of December 1, 2023, through November 30, 2028, in the amount of $470,815.75 to be paid using the following schedule: Year 1 – Dec 1, 2023 – Nov 30, 2024 - $94, 163.15 Year 2 – Dec 1, 2024 – Nov 30, 2024 - $94, 163.15 Year 3 – Dec 1, 2025 – Nov 30, 2026 - $94, 163.15 Year 4 – Dec 1, 2026 – Nov 30, 2027 - $94, 163.15 Year 5 – Dec 1, 2027 – Nov 30, 2028 - $94, 163.15; and 2)Authorize the City Manager to execute the maintenance agreement, in a form acceptable to the City Attorney, on behalf of the City. Approved City Council August 21, 2023 APPROVE ANNUAL MAINTENANCE AGREEMENT WITH MOTOROLA SOLUTIONS AUGUST 21, 2023 Page 2 ANALYSIS: As part of the original Spillman Purchase and Licensing Agreement, now Motorola Solutions, the cost of maintenance was estimated and included in the documents when the purchase of the software was made; however, the maintenance component was not specifically voted on by the City Council at the time the contract was approved. Over the past years, the city has seen a standard 4-7% annual increase on our Flex maintenance. This year, Motorola is able to offer a multi-year maintenance agreement, which would eliminate the 4-7% annual increase over the next five years. Software maintenance for public safety is critical and must be maintained to improve performance, correct faults, and keep the database running at optimal levels. Motorola Solutions provides the latest enhancements and most updated versions of the software, which are regularly released and installed into the system when an agency purchases the maintenance agreement. In addition, they provide support technicians who are available 24 hours a day, 7 days a week to assist with any problems. Motorola Solutions is a sole source vendor to this maintenance software. In addition, AMC Section 2-517(a)(22) exempts from the bidding requirement the purchase of specialized computer hardware and software. FISCAL IMPACT: The Motorola Solutions annual software maintenance agreement was included in the FY 2023/24 and FY 2024/25 adopted police department budget in the amount of $100,000 for each of the two respective fiscal years under account 10-20-941-000-6415. Maintenance costs for year three through year five will be requested through the Bi-Annual budget approval process. The higher amount was in anticipation of having to pay a standard increase of 4-7%. The cost for automatic annual renewal of the maintenance agreement would be included in the budget annually approved by the city council. The purchase of this item will have no impact on the General Fund. Prepared by: Reviewed by: Tamara Patlogar Rocky Wenrick Police Administrative Services Manager Chief of Police Fiscal Review by: Reviewed and Approved by: Talika M. Johnson Sergio Gonzalez Director of Administrative Services City Manager Attachment: 1) Motorola Solutions, Inc. 5-Year Flex Software and Command Central Upgrade The design, technical, and price information furnished with this proposal is proprietary information of Motorola Solutions, Inc. (Motorola). Such information is submitted with the restriction that it is to be used only for the evaluation of the proposal, and is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the proposal, without the express written permission of Motorola Solutions, Inc. 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. © 2022 Motorola Solutions, Inc. All rights reserved. PS-000123456 Proposal Azusa Police Department Motorola Solutions, Inc. 5 Year Flex Software and CommandCentral Upgrade June 9th, 2023 Motorola Solutions, Inc. 500 W Monroe Street, Ste 4400 Chicago, IL 60661-3781 USA June 9, 2023 Tami Patlogar Azusa Police Department 725 N Alameda Ave Azusa, California 91702 626-812-3235 tpatlogar@AzusaCA.gov Re: 5 Year Flex Software and CommandCentral Upgrade Dear Tami: Motorola Solutions, Inc. (“Motorola”) is pleased to provide the attached Proposal to Azusa Police Department. This Proposal is valid until September 15th 2023. Motorola’s Proposal is subject to the terms and conditions of the enclosed "Contract Package" consisting of the Master Customer Agreement, Equipment Purchase and Software License Addendum, Software Products Addendum, Subscription Software Addendum, and Flex Maintenance and Support Addendum (collectively, the "Agreement"). You may accept this Proposal by signing the attached Agreement and sending your order to your Motorola Public Safety Solutions Consultant listed below. Motorola appreciates your consideration of this Proposal and hopes you will find it acceptable. Motorola would be pleased to address any concerns you might have, and we look forward to receiving your response. Please feel free to contact your Motorola Public Safety Solutions Consultant with any questions: Tally Gochis Senior Acccount Sales Executive 435-840-0198 Tally.gochis@motorolasolutions.com Sincerely, Tyler Holland Tyler Holland Software Area Sales Manager Motorola Solutions, Inc. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 2 Table of Contents Section 1 1.1 CommandCentral Evidence ................................................................................................ 3 1.2 CommandCentral Aware for Public Safety ........................................................................ 6 1.3 CommandCentral Evidence .............................................................................................. 10 1.4 CommandCentral Aware for Public Safety ...................................................................... 15 Section 2 Pricing ..................................................................................................................................... 28 2.1 Pricing Summary Table ..................................................................................................... 28 2.2 Pricing Detail...................................................................................................................... 28 Section 3 Contractual Documentation ................................................................................................... 31 Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 3 Section 1 1.1 CommandCentral Evidence Overview CommandCentral Evidence provides a suite of digital evidence management tools that help users contain, organize, and act on large amounts of incoming multimedia. These tools streamline the collection, capture, storage, and sharing of data from a single location. By centralizing digital evidence storage and management, CommandCentral Evidence removes data silos and helps users get the most out of their critical information. Users access all case content from a single, cloud-based location. Cases integrate records and evidence content, allowing users to view all media associated with a case. These cloud-based tools help users account for all evidence regardless of source. CommandCentral Evidence makes it easy to secure and share content with chain of custody intact to improve collaboration. CommandCentral Evidence is available without any upfront investment. Monthly subscription service costs include the software and video storage. And CommandCentral Evidence uses the Azure GovCloud, securing data at rest and in transit to protect communications. This complies with CJIS guidelines and the NIST framework, audited annually against the Service Organization Control 1 and 2 reporting framework. The CommandCentral Platform CommandCentral is an end-to-end platform of interconnected solutions that unify data and streamline public safety workflows from a tip or call to case closure. Through single sign-on capabilities, your personnel can access all CommandCentral software applications with one agency username and password for a more streamlined workflow. The CommandCentral platform puts your agency’s data to better use, improves safety for critical personnel, and helps keep your focus on the communities you serve. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 4 CommandCentral evolves over time, maximizing the value of existing investments while adopting new capabilities that better meet your personnel’s growing needs. With cloud-based services and an agile development methodology through constant user feedback, Motorola Solutions can deliver new features and functionality in a more manageable, non-intrusive way. The CommandCentral End-to-End Platform Digital Evidence Collection CommandCentral Evidence’s digital evidence collection features allows your agency to collect case- specific digital media from any source without needing a personal device or physical storage, such as CDs, USBs, or other devices checked into physical evidence stores. Digital files are automatically added and tagged within the application, making access to specific information easy and efficient. Field Response Application CommandCentral Evidence features a mobile application that allows users to capture video, images, and audio from the field. The application provides advanced camera controls to help users control what is captured. Integrated metadata population and tagging provides immediate access of content in the Digital Evidence Management application. This isolation ensures evidence is not accessible by other apps and ensures an uncompromised chain of custody from the moment of capture. This application is a capture source for officers, detectives, command staff, supervisors and other law enforcement personnel. The application’s user interface exists in the same ecosystem as the Digital Evidence Management tool. The field response application is available on iOS and Android. Records Management CommandCentral Evidence’s record management capabilities allow users to quickly and easily search video, audio, images, and other digital content. It then stores that data in a central cloud-based location, streamlining access and management across your organization to reduce the complexities of record management. As a result, this solution helps save your personnel valuable time and allows them to focus on critical tasks. Records Management offers users the following features to benefit management workflows:  Consolidated Record View – Enter and view incident data, officer narrative, and digital evidence with one user interface, allowing officers to spend more time in the field.  Task Creation and Assignment – View, create, and assign tasks or projects for the day as part of the Insights Dashboard. This helps build and close cases faster by tracking progress and assigning ownership to activities.  Unified Search – Find specific information faster by searching across all agency data. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 5  Master Indexes – Validate data on persons, vehicles, and organizations against the master indexes. For example, agencies can verify that an arrested person, person of interest, or suspect’s information is accurate.  Compliance Verification – Prompt officers for the information they need so you can check reports before submission and save response time.  Record Quality Control – Keep data clean by identifying, merging, and de-duplicating records automatically.  Trusted Agency Sharing – Remain in control of your data when you share case information with other agencies.  Judicial Case Sharing – Share validated evidence items with trusted judicial partners for use in court, with a verifiable chain of custody.  Crime Predictions in Dashboard – Monitor activity and set threshold alerts to identify and address crime trends.  Data Insights Reporting – Access critical insight with pre-built reports and dashboards to make data-driven decisions. Digital Evidence Management CommandCentral Evidence’s digital evidence management tools streamline collecting, securing, and managing multimedia evidence. These tools simplify how a secure digital evidence library is built by incorporating data from multiple sources into a unified evidence storage framework. Users can upload digital evidence from a variety of sources to quickly build cases. Evidence stored within the tool is easy to search, correlate, and review alongside other case-related information from your CAD or RMS database. Relevant content can be marked and intelligently sorted to quickly locate critical information from a central touchpoint. This unified storage framework allows personnel to make informed decisions from an organized and complete case evidence view, while offering an access control system to allow only authorized personnel to view sensitive information. Store and Manage CommandCentral Evidence simplifies building a secure digital evidence library by incorporating data from multiple sources into a unified evidence storage framework. Users can upload digital evidence files from a variety of sources to build cases. Products from Motorola Solutions, such as body-worn cameras, in-car cameras, the mobile field response application, and other CommandCentral software, automatically transmit data to Digital Evidence Management. This saves the time and effort needed to manually upload files. Once the content is securely stored, content management is more efficient. Digital Evidence Management streamlines content management workflows, with tags and metadata that make it easier to correlate, search, and manage evidence. The application automatically links evidence based on the tags and metadata attached to those files, helping users find additional contextual information on an incident and build cases quickly. Users can search and filter content to locate additional relevant data to link to a case or incident. To quickly access evidence items that they frequently need to reference, users can group or bookmark files within the interface. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 6 1.2 CommandCentral Aware for Public Safety Overview Motorola Solutions’ CommandCentral Aware combines disparate systems and data into an accessible interface. This single interface offers command centers a complete operating picture to support field personnel in real time. CommandCentral Aware unifies data from mapping, correlated event monitoring, analytics, and communications. This unified interface streamlines public safety workflows and viewpoints, enabling users to access and act on critical information. Agencies can increase the value of their current investments by connecting CommandCentral Aware to other software platforms. These integrations include Computer Aided Dispatch (CAD) systems, Call Handling, Land Mobile Radio (LMR), or Video Management Systems (VMS). Users can communicate with confidence, knowing their information is hosted in the highly secure Microsoft Azure cloud. Software and Solution Components CommandCentral Aware includes the following components:  CommandCentral Aware Standard.  Agency Esri Data Sets Integration.  Motorola Solutions CAD Integration for incident and/or unit location Automatic Vehicle Location (AVL).  CommandCentral Community Integration.  Interfaces as Presented in the Pricing Section.  Software Maintenance and Technical Support.  Services as described in the Statement of Work.  Cloud Anchor Server Hardware. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 7 Figure X-Y: Typical CommandCentral Aware system diagram. Components in the diagram may not be applicable to the solution. Components will be reviewed and confirmed in the Contract Design Review. CommandCentral Aware Features CommandCentral Aware provides a range of capabilities, described in the sections below. Mapping CommandCentral Aware features a unified interface to display locations and alerts. Users can view all location-based data on the map map display to enhance decision making. CommandCentral Aware Mapping features also include the following:  Event Monitors – View device status and location, CAD incidents, open-source data alerts, and sensors on a map. This map can consist of Esri online, Esri server, or static map layers. This map can be modified with other data layers.  Data Layer Panel – Show or hide data layers to refine the map view.  Event Information Display – View details associated with each icon on the map.  Historical Map – View a 90-day lookback of radio locations, CAD incidents, service requests, or emergencies. An export tool extracts the recreated timeline to KML format to view in Google Earth or ESRI ArcGIS Pro. The Location Replay feature enables the historic path of a device’s location.  Breadcrumbing – Track individual APX user radios. Tracking begins at the time the action is toggled on. Devices can provide up to the last 30 minutes of live movement. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 8 Geographic Information System (GIS) Data Set CommandCentral Aware integrates with hosted GIS data sets from Esri ArcGIS Server or ArcGIS online. The geospatial information contained within these data sets are core to the intelligent map display. This enhances workflow details driven by geography and the metadata contained within these data sets. Esri’s powerful geospatial engine within CommandCentral Aware is used to automatically invoke spatial queries, including nearby items and geographic boundaries. This geospatial processing enables intelligence-driven analysis in order to focus on the concentrated area of concern and orientate those responding. Data sets help users to:  Refine displayed data based on the geographic area defined per user. Data includes area, beat, sector, precinct, zone, or quadrant.  Find nearby entities by predefined distance. Parameters include closest camera while in route, closest cameras to an event - CAD, gunshot detection, alert.  Determine road blockages caused by traffic jams, flooded roadways, or other obstacles. Rules Engine Command Central Aware’s rules engine allows users to create rule-sets to trigger actions based on event types. For example, rows in the Event Monitor can be highlighted, and sound alerts for critical CAD incidents can be customized. These visual or auditory triggers reduce the number of steps needed to support an incident. CommandCentral Aware Integrations CommandCentral Aware provides a range of integrations, described in the sections below. Computer Aided Dispatch (CAD) Integration CommandCentral Aware integrates with CAD to provide CAD status and event monitor capabilities. The CAD status monitor allows users to see a listing of incidents (event type, location incidents, narrative, priority, status, geographic area, location of devices or units). The application consumes event driven data from multiple CAD systems allowing for real time assessment with other relevant data published to the platform, such as officer location, alarms, alerts, tips, tactical information, voice, and video. Motorola 911 Mapping Integration CommandCentral Aware integrates with Motorola Solutions CAD and 911 call data. The CommandCentral Aware application shows key caller events, such as 911 ringing, connects, and disconnects, alongside location updates to monitor the status of wireless callers. This provides essential information to assist personnel responding to an incident. In addition, a view of a call-based heat map helps PSAP resources understand where the volume of calls is coming from and improve the decision making process.  Authenticates 9-1-1 calls for Hybrid Enhanced Location information.  Maps Text-to-9-1-1 calls.  Displays links to building footprints and Automated External Defibrillator (AED) locations. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 9  Presents user-supplied profiles in the same interface with mapping and display of landline, VoIP, and wireless 9-1-1 calls. CJIS and Compliance For U.S.-based customers, the CommandCentral infrastructure runs in a CJIS compliant GovCloud. Motorola Solutions operates CommandCentral according to requirements dictated by the CJIS Security Policy document. Motorola Solutions performs periodic internal reviews to ensure the operation of CommandCentral is in compliance for each of the thirteen policy areas established by the CJIS Security Policy. All Motorola Solutions employees with administrative access to the CommandCentral system must complete CJIS Security and Awareness training and complete a fingerprint-based background check. User activities are logged for auditing purposes. All Motorola Solutions CommandCentral SaaS offerings are deployed in Microsoft Azure. These cloud service providers (CSPs) offer a secure infrastructure to build our applications. All Azure customers leverage a data center and network architecture that meets the requirements of the most security- sensitive organizations. When it comes to meeting compliance requirements, Azure provide their customers with an infrastructure which already complies with many assurance programs. Systems built on top of the cloud infrastructure of these CSPs will receive immediate benefit for compliance requirements that affect infrastructure, physical security, or other areas that CSP bears responsibility for. CommandCentral Interfaces CommandCentral interfaces depend on the functionality made available to Motorola Solutions by your agency’s third-party system. Your agency is responsible to provide connectivity to these third-party systems via the SDK, API, or other Motorola Solutions-approved method. Your agency is also responsible for providing the support from third-party suppliers necessary to investigate, test and integrate the system. The data direction of CommandCentral Aware interfaces are inbound and the installation point is primary. Please see the pricing section specific interfaces proposed for this solution. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 10 1.3 CommandCentral Evidence Overview The Statement of Work (SOW) defines the principal activities and responsibilities of Motorola Solutions, Inc. (“Motorola Solutions”) and the Customer. Motorola Solutions and the Customer will work to complete their respective responsibilities in accordance with the mutually agreed upon governing schedule. Any changes to the governing schedule will be mutually agreed upon via the change provision of the Agreement. Agency and User Setup The Customer’s agency(s) and CommandCentral users must be provisioned within the CommandCentral cloud platform using the CommandCentral Admin tool. The provisioning process allows the agency(s) to define the specific capabilities and permissions of each user. Motorola Solutions Responsibilities  Use the CommandCentral Admin tool to establish the Customer and the Customer’s agency(s) within the CommandCentral cloud platform. This activity is completed during the order process.  Provision agency’s CommandCentral initial users and permissions. Customer Responsibilities  Identify a System Administrator(s).  Ensure all System Administrators complete the CommandCentral Admin training.  Use the CommandCentral Admin tool to setup CommandCentral administration and user passwords, and provision agency’s CommandCentral users and permissions. Completion Criteria Initial agencies and users have been configured. Motorola Solutions Responsibilities  Refer to Agency and User Setup section of SOW.  Connect Customer incident data ingest. Customer Responsibilities  Provision policies and procedures, tags, retention periods, and user permissions.  Configure Community Interaction Tool settings (location of agency pin, shape of agency, keywords, agency page, URL, which forms to deploy).  Provide access to Motorola Solutions’ team to connect incident data ingest. Completion Criteria Community Interaction Tool subscription enabled. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 11 Records Management This document describes the activities required to ensure access to the subscription software and the Customer’s provisioning activities. Records Management features preconfigured Incident Forms and standard Workflows. As a result, minimal configuration work is required prior to operation. Motorola Solutions Responsibilities  Refer to the Agency and User Setup section of SOW. Customer Responsibilities  Provision all required custom Offence Codes using the CommandCentral user interface. Completion Criteria Records Management enabled and offence codes provisioned. Digital Evidence Management Motorola Solutions will discuss industry best practices, current operations environment, and subsystem integration in order to determine the optimal configuration for Digital Evidence Management. Motorola Solutions enables the subscription during the order process. Note that while Digital Evidence Management is capable of interfacing with a variety of data sources, any additional interfaces are not included in this implementation. Motorola Solutions Responsibilities  Refer to the Agency and User Setup section of SOW.  Connect Customer incident data ingest.  If a hybrid on-premise and cloud solution is included, configure Evidence Library to Digital Evidence Management interface(s) to support the functionality described in the Solution Description.  Integrate Records Management with Digital Evidence Management. Customer Responsibilities  Provision policies, procedures, and user permissions.  Configure Digital Evidence Management settings.  Provide access to Motorola Solutions’ team to connect incident data ingest. Completion Criteria Digital Evidence Management subscription enabled. Configured to provide the end-to-end solution for the Customer. Field Response Application The Field Response Application provides Android / iOS multimedia capture allowing a smartphone to send data to Digital Evidence Management . Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 12 Motorola Solutions Responsibilities  None. Customer Responsibilities  Download “CommandCentral Capture” Application from App Store.  Determine if video can be uploaded to Digital Evidence Management via WiFi and cellular network or WiFi only.  Set confirmation parameters in Digital Evidence Management Admin.  Determine specific video resolution or a range of resolutions. Completion Criteria Work is considered complete upon Customer successfully installing application. The Field Response Application is configured and data is being received in Digital Evidence Management. Motorola Solutions Responsibilities  Develop interface(s) in accordance with the Solution Description.  Establish connectivity to external and third-party systems.  Configure interface(s) to support the functionality described in the Solution Description.  Perform functional validation to confirm each interface can transmit and or receive data in accordance with the Interface Feature Description (IFD). Motorola Solutions Deliverables Contracted Interface(s). Training CommandCentral online training is made available to you via Motorola Solutions Software Enterprise Learning Experience Portal (LXP). This subscription service provides you with continual access to our library of online learning content and allows your users the benefit of learning at times convenient to them. Content is added and updated on a regular basis to keep information current. All Motorola Solutions tasks are completed remotely and enable the Customer to engage in training when convenient to the user. LXP Administrators are able to add/modify users, run reports, and add/modify groups within the panorama. Motorola Solutions Responsibilities  Initial setup of Panorama and addition of administrators.  Provide instruction to the Customer LXP Administrators on:  Adding and maintaining users.  Adding and maintaining Groups.  Assign courses and Learning Paths.  Running reports. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 13 Customer Responsibilities  Go to https://learningservices.motorolasolutions.com and request access if you do not already have it.  Complete LXP Administrator training.  Advise users of the availability of the LXP.  Add/modify users, run reports and add/modify groups. Completion Criteria Work is considered complete upon conclusion of Motorola Solutions-provided LXP Administrator instruction. Panorama – A panorama is an individual instance of the LXP that provides autonomy to the agency utilizing. Groups – A more granular segmentation of the LXP that are generally utilized to separate learners of like function (dispatchers, call takers, patrol, firefighter). These may also be referred to as clients within the LXP. Learning Path – A collection of courses that follow a logical order, may or may not enforce linear progress. Customer Responsibilities  Supply a suitably configured classroom with a workstation for the instructor and at least one workstation for every two students.  Designate training representatives who will work with the Motorola Solutions trainers in the development and delivery of training. Motorola Solutions Deliverables  Classroom Training Materials, Attendance Rosters. Completion Criteria Work is considered complete upon conclusion of Motorola Solutions provided Train the Trainer training. Motorola Solutions offers many training courses pertaining to the Customer’s solution. Motorola Solutions will provide specific training courses in the welcome email provided after implementation. Transition to Support and Customer Success Following the completion of the activation of CommandCentral components, implementation activities are complete. The transition to the Motorola Solutions’ support organization completes the implementation activities. Customer Success is the main point of contact as you integrate this solution into your agency’s business processes. Our team will work with you to ensure CommandCentral Evidence has met your expectations and that the solution satisfies your goals and objectives. Contact Customer Success at CommandCentralCS@motorolasolutions.com. Our Customer Support team will be the point of contact for technical support concerns you might have and can be reached either by phone at 1-800-MSI-HELP (option x4, x4, x3) or by emailing support- commandcentral@motorolasolutions.com. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 14 Motorola Solutions Responsibilities  Provide the Customer with Motorola Solutions support engagement process and contact information.  Gather contact information for the Customer users authorized to engage Motorola Solutions support. Customer Responsibilities  Provide Motorola Solutions with specific contact information for those users authorized to engage Motorola Solutions’ support.  Engage the Motorola Solutions support organization as needed. Completion Criteria Conclusion of the handover to support and the implementation is complete. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 15 1.4 CommandCentral Aware for Public Safety Overview In accordance with the terms and conditions of the Agreement, this Statement of Work (“SOW”) defines the principal activities and responsibilities of all parties for the delivery of the Motorola Solutions, Inc. (“Motorola”) system as presented in this offer to Outagamie County (hereinafter referred to as “Customer”). When assigning responsibilities, the phrase “Motorola” includes our subcontractors and third party partners. Deviations and changes to this SOW are subject to mutual agreement between Motorola and the Customer and will be addressed in accordance with the change provisions of the Agreement. Unless specifically stated, Motorola work will be performed remotely. Customer will provide Motorola resources with unrestricted direct network access to enable Motorola to fulfill its delivery obligations. Motorola’s Project Manager will use the SOW to guide the deployment process and coordinate the activities of Motorola resources. The scope of this project is limited to supplying the contracted equipment and software as described in the Solution Description and system integration and or subscription services as described in this SOW and contract agreements. Contract Administration and Project Initiation After the contract is dually executed, the project is set up in Motorola’s information and management systems, project resources are assigned, and Project Planning activities commence. Motorola and Customer will work to complete their respective responsibilities in accordance with the mutually agreed upon and executed project schedule. Any changes in the project schedule will be mutually agreed upon via change order in order to avert delay. Completion and Acceptance Criteria Motorola’s work is considered complete upon Motorola completing the last task listed in a series of responsibilities or as specifically stated in Completion Criteria. Customer task completion will occur in a way that enables Motorola to complete its tasks without delay. The Customer will provide Motorola with written notification that it does not accept the completion of a task or rejects a Motorola deliverable within five business days of completion or receipt of a deliverable. As CommandCentral Aware is provided as a subscription service, the subscription service period will begin upon activation of service. Note - Motorola has no responsibility for the performance and/or delays caused by other contractors or vendors engaged by the Customer for this project, even if Motorola has recommended such contractors. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 16 Project Roles and Responsibilities Motorola Roles and Responsibilities A Motorola team, made up of specialized personnel, will be assigned to the project under the direction of the Motorola Project Manager. Team members will be multi-disciplinary and may fill more than one role. Team members will be engaged in different phases of the project as necessary. In order to maximize efficiencies Motorola’s project team will provide services remotely via teleconference, web-conference or other remote method in fulfilling its commitments as outlined in this SOW. The personnel role descriptions noted below provide an overview of typical project team members. One or more resources of the same type may be engaged as needed throughout the project. There may be other personnel engaged in the project under the direction of the Project Manager. Motorola’s project management approach has been developed and refined based on lessons learned in the execution of hundreds of system implementations. Using experienced and dedicated people, industry-leading processes, and integrated software tools for effective project execution and control, we have developed and refined practices that support the design, production, and validation required to deliver a high-quality, feature-rich system. Project Manager A Motorola Project Manager will be assigned as the principal business representative and point of contact for the organization. The Project Manager’s responsibilities include the following:  Manage the Motorola responsibilities related to the delivery of the project.  Maintain the project schedule and manage the assigned Motorola personnel and applicable subcontractors/supplier resources.  Manage the Change Order process per the Agreement.  Maintain project communications with the Customer.  Identify and manage project risks.  Collaborative coordination of Customer resources to minimize and avoid project delays.  Measure, evaluate, and report the project status against the Project Schedule.  Conduct remote status meetings on mutually agreed dates to discuss project status.  Provide timely responses to issues related to project progress. Consultant The Motorola Consultant will work with the Customer project team on operationalizing the system into Customer’s workflows and processes. The Consultant’s responsibilities include the following:  Provide education and guidance to the Customer on the use, operation, and integration of the system. Solutions Architect The Solutions Architect is responsible for the delivery of the technical and equipment elements of the solution. Specific responsibilities include the following:  Confirmation that the delivered technical elements and enablement of applications meets contracted requirements. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 17  Delivery of interfaces and integrations between Motorola products.  Engagement throughout the duration of the delivery. Customer Success Advocate A Customer Success Advocate will be assigned to the Customer post Go Live event. By being the Customer’s trusted advisor, the Customer Success Advocate’s responsibilities include the following:  Assist the Customer with maximizing the use of their Motorola software and service investment.  Actively manage, escalate, and log issues with Support, Product Management, and Sales.  Provide ongoing customer communication about progress, timelines, and next steps.  Liaise with the Customer on industry trends and Motorola evolutions. Customer Support Services Team The Customer Support Services team provides ongoing support following commencement of beneficial use of the Customer’s System(s) as defined in the Agreement. Customer Core Team, Roles and Responsibilities Overview The success of the project is dependent on early assignment of a Customer Core Team. During the Project Planning review, the customer will be required to deliver names and contact information for the below listed roles that will make up Customer Core Team. In many cases, the Customer will provide project roles that correspond with Motorola’s project roles. It is critical that these resources are empowered to make decisions based on the Customer’s operational and administration needs. The Customer Core Team should be engaged from project initiation through beneficial use of the system. The continued involvement in the project and use of the system will convey the required knowledge to maintain the system post-completion of the project. In some cases, one person may fill multiple project roles. The Customer Core Team must be committed to participate in activities for a successful implementation. In the event that the Customer is unable to provide the roles identified in this section, Motorola may be able to supplement Customer resources at an additional price. Project Manager The Project Manager will act as the primary Customer point of contact for the duration of the project. The Project Manager is responsible for management of any third party vendors that are the Customer’s subcontractors. In the event that the project involves multiple agencies, Motorola will work exclusively with a single Customer-assigned Project Manager (the primary Project Manager). The Project Manager’s responsibilities include the following:  Communicate and coordinate with other project participants.  Manage the Customer project team, including timely facilitation of efforts, tasks, and activities.  Maintain project communications with the Motorola Project Manager.  Identify the efforts required of Customer staff to meet the task requirements and milestones in this SOW and Project Schedule.  Consolidate all project-related questions and queries from Customer staff to present to the Motorola Project Manager.  Review the Project Schedule with the Motorola Project Manager and finalize the detailed tasks, task dates, and responsibilities.  Measure and evaluate progress against the Project Schedule.  Monitor the project to ensure resources are available as scheduled. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 18  Attend status meetings.  Provide timely responses to issues related to project progress.  Liaise and coordinate with other agencies, Customer vendors, contractors, and common carriers.  Review and administer change control procedures, hardware and software certification, and all related project tasks required to maintain the Project Schedule.  Ensure Customer vendors’ adherence to overall Project Schedule and Project Plan.  Assign one or more personnel who will work with Motorola staff as needed for the duration of the project, including at least one Application Administrator for CommandCentral Aware and one or more representative(s) from the IT department.  Identify the resource with authority to formally acknowledge and approve Change Orders, approval letter(s), and milestone recognition certificates, as well as approve and release payments in a timely manner.  Provide building access to Motorola personnel to all Customer facilities where system equipment is to be installed during the project. Temporary identification cards are to be issued to Motorola personnel, if required for access to facilities.  Ensure remote network connectivity and access to Motorola resources.  As applicable to this project, assume responsibility for all fees for licenses and inspections and for any delays associated with inspections due to required permits.  Provide reasonable care to prevent equipment exposure to contaminants that cause damage to the equipment or interruption of service.  Ensure a safe work environment for Motorola personnel.  Provide signatures of Motorola-provided milestone certifications and Change Orders within five business days of receipt. System Administrator The System Administrator manages the technical efforts and ongoing tasks and activities of their system, as defined in the Customer Support Plan (CSP). Application Administrator(s) The Application Administrator(s) manage the Customer-owned provisioning maintenance and Customer code tables required to enable and maintain system operation. The Application Administrator’s involvement will start at the Project Kickoff stage of the project. They are engaged throughout the project to ensure they are able to maintain the provisioning post-handoff. The Application Administrator’s responsibilities include the following:  Participate in overall delivery activities to understand the software, interfaces, and functionality of the system.  Authorize global provisioning choices and decisions, and be the point(s) of contact for reporting and verifying problems and maintaining provisioning.  Obtain inputs from other user agency stakeholders related to business processes and provisioning. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 19 Subject Matter Experts The Subject Matter Experts (SME or Super Users) are the core group of users involved with the Business Process Review (BPR) and analysis, training, and the provisioning process, including making global provisioning choices and decisions. These members should be experienced users in the working area(s) they represent (dispatch, patrol, real time crime center, etc.), and should be empowered to make decisions related to provisioning elements, workflows, and screen layouts. IT Personnel IT personnel provide required information related to LAN, WAN, and wireless networks. They will provide required information related to the devices and infrastructure related to servers, clients, radio, video, and other devices ancillary to the implementation. They must also be familiar with connectivity to internal, external, and third party systems to which the Motorola system will interface. User Agency Stakeholders User Agency Stakeholders, if the system is deployed in a multi-agency environment, are those resources representing agencies outside of the Customer’s agency. These resources will provide provisioning inputs to the Customer Core Team if operations for these agencies differ from that of the Customer. The Customer will manage User Agency Stakeholder involvement, as needed, to fulfill Customer responsibilities. General Customer Responsibilities In addition to the Customer Responsibilities stated elsewhere in this SOW, the Customer is responsible for the following:  All Customer-provided equipment, including hardware and third party software, necessary for delivery of the System not specifically listed as a Motorola deliverable. This will include end user workstations, network equipment, telephone, radios, cameras, sensors, or TDD equipment and the like.  Configuration, maintenance, testing, and supporting the third party systems the Customer operates which will be interfaced to as part of this project.  Customer is responsible for providing the Applications Programming Interface (API) or Software Development Kit (SDK) software licenses and documentation that details the integration process and connectivity for the level of interface integration defined by Motorola.  Communication between Motorola and Customer’s third party vendors, as required, to enable Motorola to perform its duties.  Active participation of Customer Core Team in project delivery meetings and working sessions during the course of the project. Customer Core Team will possess requisite knowledge of Customer operations and legacy system(s) and possess skills and abilities to operate and manage the system.  The provisioning of Customer code tables and GIS map services as requested by Motorola. This information must be provided in a timely manner in accordance with the Project Schedule.  Electronic versions of any documentation associated with the business processes identified.  Providing a facility with the computer and audio-visual equipment for work sessions.  Ability to participate in remote project meeting sessions using Google Meet or a mutually agreeable, Customer-provided, alternate remote conferencing solution. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 20 Project Planning and Pre-Implementation Review A clear understanding of the needs and expectations of both Motorola and the Customer are critical to the successful implementation and ongoing operation of CommandCentral. In order to establish initial expectations for system deployment and to raise immediate visibility to ongoing operation and maintenance requirements, Motorola will work with the Customer to help understand the impact of introducing a new solution and your preparedness for the implementation and support of the CommandCentral system. Shortly after contract signing, Motorola will conduct a one-on-one teleconference with the Customer Project Manager to review the task requirements of each phase of the project and help to identify areas of potential risk due to lack of resource availability, experience, or skill. The teleconference discussion will focus on the scope of implementation requirements, resource commitment requirements, cross-functional team involvement, a review of the required technical resource aptitudes and a validation of existing skills, and resource readiness in preparation for t he Project Kickoff meeting. Motorola Responsibilities  Make initial contact with the Customer Project Manager and schedule the Pre-Implementation Review.  Discuss the overall project deployment methodologies, inter-agency/inter-department decision considerations (as applicable), and third party engagement/considerations (as applicable).  Discuss Customer involvement in system provisioning and data gathering to understand scope and time commitment required.  Discuss the Learning eXperience Portal (LXP) training approach.  Obtain mutual agreement of the Project Kickoff meeting agenda and objectives.  Review the Implementation Packet.  Coordinate enabling designated Customer Application Administrator with access to the LXP and CommandCentral Admin Portal. Customer Responsibilities  Provide Motorola with the names and contact information for the designated LXP and application administrators.  Acknowledge understanding of the Implementation Packet.  Collaborate with the Motorola Project Manager and set the Project Kickoff meeting date. CommandCentral Enablement The Customer will work with Motorola on setup and configuration of the Customer’s firewall in order to allow traffic from CommandCentral. Agency and User Setup The Customer’s agency(s) and CommandCentral users must be provisioned within the CommandCentral cloud platform using the CommandCentral Admin Console. The provisioning process allows the agency(s) to define the specific capabilities and permissions of each user. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 21 Motorola Responsibilities  Use the CommandCentral Admin tool to establish the Customer and the Customer’s agency(s) within the CommandCentral cloud platform. This activity is completed during the order process.  Provision agency’s CommandCentral initial users and permissions. Customer Responsibilities  Identify a System Administrator(s).  Ensure all System Administrators complete the CommandCentral Admin training.  Use the CommandCentral Admin Console to set up CommandCentral administration and user passwords, and provision agency’s CommandCentral users and permissions. Completion Criteria Initial agencies and users have been configured. Project Kickoff The purpose of the project kickoff is to introduce project participants and review the overall scope of the project. Motorola Responsibilities  Conduct a project kickoff meeting.  Validate key project team participants attend the meeting.  Introduce all project participants.  Review the roles of the project participants to identify communication flows and decision-making authority between project participants.  Review the overall project scope and objectives.  Review the resource and scheduling requirements.  Review the teams’ interactions (meetings, reports, milestone acceptance) and Customer participation.  Verify Customer Administrator(s) (as defined during Pre-Implementation Review) have access to the LXP and CommandCentral Admin Console.  Obtain from Customer all paperwork and/or forms (i.e. fingerprints, background checks, card keys and any other security requirement) required of Motorola resources to obtain access.  Request third party API, SDKs, data schema, and any internal and third party documents necessary to establish interfaces with local and remote systems. Customer Responsibilities  Validate key project team participants attend the meeting.  Introduce all project participants.  Review the roles of the project participants to identify communication flows and decision-making authority between project participants.  Provide VPN access to Motorola staff to facilitate delivery of services described in this SOW. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 22  Validate any necessary non-disclosure agreements, approvals, and other related issues are complete in time so as not to introduce delay in the project schedule. Data exchange development must adhere to third party licensing agreements.  Provide all paperwork and/or forms (i.e. fingerprints, background checks, card keys and any other security requirement) required of Motorola resources to obtain access to each of the sites identified for this project.  Provide the contact information for the license administrator for the project; i.e. IT Manager, CAD Manager, and any other key contact information as part of this project.  Validate access to the LXP and CommandCentral Admin Console.  Provide the information required in the Implementation Packet. Contract Design Review (CDR) Contract Design Review The objective is to review the contracted applications, project schedule, bill of materials, functional demonstration approach, validation plan, and contractual obligations of each party. Any changes to the contracted scope can be initiated via the change provision of the Agreement. Motorola Responsibilities  Review the contract exhibits: Solution Description, Statement of Work, Aware Discovery Checklist (part of Solution Description) and Project Schedule.  Review the technical, environmental and network requirements of the system.  Request shipping address and receiver name.  Provide completed paperwork, provided to Motorola during project kickoff that enables Motorola resources to obtain site access.  Review the information in the complete Implementation Packet.  Grant Customer Administrator with access to CommandCentral Admin Console.  Grant Customer LXP Administrator with access to the LXP.  Generate a CDR Summary report documenting the discussions, outcomes and any required change orders. Customer Responsibilities  Project Manager and key Customer project team attend the meeting.  Provide network environment information as requested.  Provide shipping address and receiver name.  Provide locations and access to the existing equipment that will be part of the CommandCentral system per contract. Completion Criteria Delivery of CDR Summary report. Completion Criteria Delivery of CDR Summary Report. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 23 Environmental Design Considerations The following environmental requirements must be met by Customer no later than the completion of the CDR in order to enable Motorola to complete installation activities presented in this SOW:  Provide connectivity between the various networks.  Provide VPN remote access for Motorola deployment personnel to configure the system and for Customer Support to conduct diagnostics  Provide backup power, as necessary.  Provide Internet access to CommandCentral Aware server(s). This includes software licenses and media and installation support from the Customer’s IT personnel.  Responsible for any electrical or infrastructure improvements required at the Customer’s facility are the responsibility of the Customer.  Provide backhaul equipment, installation, and support costs.  Provide devices such as workstations, tablets, and smartphones with Internet access in order to use the CommandCentral Aware solution. Chrome Browser is recommended for optimal performance. CommandCentral Aware workstations to support MS Windows 10 Enterprise. Customer will provide Antivirus software for the CommandCentral Aware client.  Existing APX subscribers will be at software version R15.00.00 or later and equipped with GPS and IV&D options in order to use the Location on PTT feature.  Provide Motorola access with administrative rights to Active Directory for the purpose of installation/configuration and support.  If interfaces are being included in this offer, the Customer is responsible for all necessary third party upgrades of their existing system(s) as may be required to support the CommandCentral solution. Our offer does not include any services, support, or pricing to support Customer third party upgrades.  If interfaces are being included in this offer, the Customer is responsible to mitigate the im pact to third party systems, to include CommandCentral interfaces that result from the customer upgrading a third party system. Motorola strongly recommends working with Motorola to understand the impact of such upgrades prior to taking any upgrade action.  Provide all environmental conditions as outlined in the Aware Solution Description; such as power and network requirements. Hardware/Software Installation and Configuration Procure and Ship Equipment Motorola Responsibilities  Procure contracted equipment in accordance with the equipment list.  Arrange for shipping to the Customer’s location.  Notify Customer of equipment shipping specifics and ETA for arrival. Customer Responsibilities  Receive and store Motorola provided hardware. Completion Criteria Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 24 Equipment order is completed and ready to be shipped to Customer. CloudConnect Installation and Configuration Motorola Responsibilities  Verify remote access capability.  Perform physical installation of the Cloud Anchor Server on existing equipment rack, connect to power and network, and assign IP addresses for the network.  Remotely configure CloudConnect Virtual Machine within the Cloud Anchor Server.  Configure network connectivity and test connection to the CloudConnect Virtual Machine. Customer Responsibilities  Install Cloud Anchor Server in Customers existing equipment rack and conduct a power on test demonstrating its availability to Motorola to commence with software installation and configuration activities.  Give Motorola two static IP addresses, corresponding subnet masks/default gateway, and available NTP and DNS IP to the CloudConnect Server. Completion Criteria CloudConnect Virtual Machine configuration is complete. ASTRO 25 Location Integration Motorola Responsibilities  Configure connection between CloudConnect Virtual Machine and the existing ASTRO 25 Intelligent Middleware (IMW) system.  Perform a remote IMW software upgrade (if required for compatible version).  Configure IMW location reporting parameters. The location reporting configuration will include location on PTT, location on emergency, and location on demand.  Install core and site licenses for enhanced data.  Set Cadence Threshold in conjunction with Capacity Study results.  Provision subscribers’ software licenses as needed. Customer Responsibilities  Provide IMW system.  Programming the subscriber fleet to support the Location on PTT functionality. CommandCentral Solution Provisioning Motorola will discuss industry best practices, current operations environment and subsystem integration in order to determine the optimal configuration for CommandCentral Solution. Motorola Responsibilities Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 25  Using the CommandCentral Admin Console, provision users, groups, and rules based on Customer Active Directory data. Customer Responsibilities  Supply the access and credentials to Customer’s Active Directory for the purpose of Motorola conducting CommandCentral Solution provisioning.  Respond to Motorola inquiries regarding users/groups/agency mapping to CommandCentral Solution functionality. Completion Criteria CommandCentral Solution provisioning is complete upon Motorola completing provisioning activities. CommandCentral Online Training Online training is made available to you via Motorola LXP. This subscription service provides you with continual access to our library of online learning content and allows your users the benefit of learning at times convenient to them. Content is added and updated on a regular basis to keep information current. This training modality allows the Customer to engage in training when convenient. All training, unless explicitly specified and defined, is online, computer-based, self-paced learning. Motorola Responsibilities  Designate a LXP Administrator to work with the Customer.  Establish an accessible instance of the LXP for the Customer.  Organize content to align with the Customer’s selected technologies.  Create initial Customer user accounts and a single Primary Administrator account.  During on-boarding, assist the Customer with LXP usage by providing training and job aids as needed.  Create and maintain user role Learning Paths defined by the Customer.  Install security patches when available.  Perform scheduled maintenance. Notify the Customer 24 hours in advance of scheduled maintenance.  Provide technical support for user account and access issues, base system functionality, and Motorola-managed content.  Monitor the Learning Subscription server. Provide support for server incidents. Customer Responsibilities  Provide user information for the initial creation of accounts.  Provide network and internet connectivity for the Customer’s users to access the LXP.  The customer's primary LXP administrator should complete the following self-paced training: Learning Experience Portal (LXP) Introduction online course (LXP0001), LXP Primary Site Administrator Overview online course (LXP0002), and LXP Group Administrator Overview (LXP0003).  Advise agency learners of the availability of training via the LXP.  Ensure users complete LXP training in accordance with the Project Schedule. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 26  Order and maintain subscriptions to access Motorola’s LXP.  Contact Motorola to engage Technical Support when needed. Functional Demonstration The objective of functional demonstration is to validate Customer access to the CommandCentral features and functions and system integration via configured interfaces (as applicable). Motorola Responsibilities  Update functional demonstration script.  Provide script to Customer for review and acknowledgement.  Conduct functional demonstration.  Correct any configuration issues impacting access to cloud based features; i.e. map display, location updates, video display and/or interface and integrations.  Document, in the Implementation Packet, any corrective actions taken by Customer or Motorola during the demonstration  Provide Customer instruction on using the Customer Feedback Tool for feature/enhancement requests. Customer Responsibilities  Review and agree to the scope of the demonstration script.  Witness the functional demonstration and acknowledge its completion.  Resolve any provisioning impacting the functional demonstration. Completion Criteria Conclusion of the functional demonstration. Completion Milestone Following the conclusion of delivery of the functional demonstration the project is considered complete and the completion milestone will be recognized. Transition to Support and Customer Success Customer Success is the main point of contact as you integrate this solution into your agency’s business processes. Our Customer Support team will be the point of contact for technical support concerns you might have and can be reached either by phone or by emailing support. Motorola Responsibilities  Transition Customer to Motorola Customer Support.  Supply Customer with instructions when engaging support. Customer Responsibilities  Provide Motorola with specific contact information for those users authorized to engage Motorola’s support. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 27  Engage the Motorola support organization as needed. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 28 Section 2 Pricing 2.1 Pricing Summary Table Subscription Description Price Year 1 – Dec 1, 2023 – Nov 30, 2024 $94,163.15 Year 2 – Dec 1, 2024 – Nov 30, 2025 $94,163.15 Year 3 – Dec 1, 2025 – Nov 30, 2026 $94,163.15 Year 4 – Dec 1, 2026 – Nov 30, 2027 $94,163.15 Year 5 – Dec 1, 2027 – Nov 30, 2028 $94,163.15 Total 5-Year Maintenance and Subscription Fees Due: $470,815.75 2.2 Pricing Detail Description Quantity Term Flex Core Integration HUB MAINENANCE - STANDARD 1 5 YEAR IMAGING MAINTENANCE - STANDARD 1 5 YEAR Computer-Aided Dispatch (CAD) CAD MAINTENANCE - STANDARD 1 5 YEAR E9-1-1 INTERFACE MAINTENANCE - STANDARD 1 5 YEAR CAD MAPPING MAINTENANCE - STANDARD 1 5 YEAR Records Management System (RMS) LAW RECORDS MAINTENANCE - STANDARD 1 5 YEAR IBR MAINTENANCE - STANDARD 1 5 YEAR EVIDENCE MANAGEMENT MAINTENANCE - STANDARD 1 5 YEAR COMPSTAT MANAGEMENT DASHBOARD MAINTENANCE - STANDARD 1 5 YEAR COMMUNITY DASHBOARD MAINTENANCE - STANDARD 1 5 YEAR TRAFFIC INFORMATION MAINTENANCE - STANDARD 1 5 YEAR Mobile Data Computing MOBILE RECORDS MAINTENANCE - STANDARD 1 5 YEAR MOBILE VOICELESS CAD MAINTENANCE - STANDARD 1 5 YEAR Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 29 Description Quantity Term MOBILE AVL AND MAPPING MAINTENANCE - STANDARD 1 5 YEAR DRIVER LICENSE SCANNING MAINTENANCE - STANDARD 1 5 YEAR MOBILE FIELD REPORT WITH FIELD INTERVIEW MAINTENANCE - STANDARD 1 5 YEAR MOBILE ARREST FORM MAINTENANCE - STANDARD 1 5 YEAR MOBILE STATE & NATIONAL QUERIES MAINTENANCE - STANDARD 1 5 YEAR CA RIPA FORM MAINTENANCE - STANDARD 1 5 YEAR CA 555 CRASH FORM MAINTENANCE – STANDARD 1 5 YEAR FLEX TOUCH MAINTENANCE - STANDARD 1 5 YEAR Resource Management EQUIPMENT MAINTENANCE – STANDARD 1 5 YEAR FLEET MAINTENANCE - STANDARD 1 5 YEAR Additional Interfaces USERS CONFERENCE PREPAID REGISTRATION FOR 5 USERS 5 PREPAID USER CONFERENCE REGISTRATION (WITHOUT TRAVEL) 5 5 YEAR XML LAW INTERFACE MAINTENANCE – STANDARD 1 5 YEAR STATELINK MAINTENANCE - STANDARD 1 5 YEAR BRAZOS XML INTERFACE MAINTENANCE - STANDARD 1 5 YEAR CommandCentral COMMANDCENTRAL EVIDENCE STANDARD 1 5 YEAR COMMANDCENTRAL AWARE 1 5 YEAR Customer Contact INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address: Name: Tami Patlogar Address: 725 N Alameda Ave Azusa, CA 91702 Phone: 626-812-3235 Email: tpatlogar@azusaca.gov The address which is the ultimate destination where the Equipment will be delivered to Customer is: Name: Azusa Police Department Address: 725 N Alameda Ave Azusa, CA 91702 The Equipment will be shipped to the Customer at the following address (insert if this information is known): Name: Azusa Police Department Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 30 Address: 725 N Alameda Ave Azusa, CA 91702 Phone: 626-812-3235 Payment Terms 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. 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. Overdue invoices will bear simple interest at the maximum allowable rate by state law. For Maintenance and Support Plan and Subscription Based Services: Motorola will invoice Customer annually in advance of each year of the plan. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 31 Section 3 Contractual Documentation Motorola Solutions has provided our contractual documentation on the following pages. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 32 Master Customer Agreement This Master Customer Agreement (the “MCA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below (“Customer”). Motorola and Customer will each be referred to herein as a “Party” and collectively as the “Parties”. This Agreement (as defined below) is effective as of the date of the last signature (the “Effective Date”). 1. Agreement. 1.1. Scope; Agreement Documents. This MCA governs Customer’s purchase of Products (as defined below) and Services (as defined below) from Motorola. Additional terms and conditions applicable to specific Products and Services are set forth in one or more addenda attached to this MCA (each an “Addendum”, and collectively the “Addenda”). In addition, the Parties may agree upon solution descriptions, equipment lists, statements of work, schedules, technical specifications, and other ordering documents setting forth the Products and Services to be purchased by Customer and provided by Motorola and additional rights and obligations of the Parties (the “Ordering Documents”). To the extent required by applicable procurement law, a proposal submitted by Motorola in response to a competitive procurement process will be included within the meaning of the term Ordering Documents. This MCA, the Addenda, and any Ordering Documents collectively form the Parties’ “Agreement”. 1.2. Order of Precedence. Each Addendum will control with respect to conflicting terms in the MCA, but only as applicable to the Products and Services described in such Addendum. Each Ordering Document will control with respect to conflicting terms in the MCA or any Addenda, but only as applicable to the Products and Services described on such Ordering Document. 2. Products and Services. 2.1. Products. Motorola will (a) sell hardware provided by Motorola (“Equipment”), (b) license software which is either preinstalled on Equipment or installed on Customer-Provided Equipment (as defined below) and licensed to Customer by Motorola for a perpetual or other defined license term (“Licensed Software”), and (c) license cloud-based software as a service products and other software which is either preinstalled on Equipment or installed on Customer-Provided Equipment, but licensed to Customer by Motorola on a subscription basis (“Subscription Software”) to Customer, to the extent each is set forth in an Ordering Document, for Customer’s own use in accordance with this Agreement. The Equipment, Licensed Software, and Subscription Software shall collectively be referred to herein as “Products”, or individually as a “Product”. At any time during the Term (as defined below), Motorola may substitute any Products at no cost to Customer, if the substitute is substantially similar to the Products set forth in the applicable Ordering Documents. 2.2. Services. 2.2.1. Motorola will provide services related to purchased Products (“Services”), to the extent set forth in an Ordering Document. 2.2.2. Integration Services; Maintenance and Support Services. If specified in an Ordering Document, Motorola will provide, for the term of such Ordering Document, (a) design, deployment, and integration Services in order to design, install, set up, configure, and/or integrate the applicable Products at the applicable locations (“Sites”), agreed upon by the Parties (“Integration Services”), or (b) break/fix maintenance, technical support, or other Services (such as software integration Services) (“Maintenance and Support Services”), each as further described in the applicable statement of work. Maintenance and Support Services and Integration Services will each be considered “Services”, as defined above. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 33 2.2.3. Service Ordering Documents. The Fees for Services will be set forth in an Ordering Document and any applicable project schedules. A Customer point of contact will be set forth in the applicable statement of work for the Services. For purposes of clarity, each statement of work will be incorporated into, and form an integral part of, the Agreement. 2.2.4. Service Completion. Unless otherwise specified in the applicable Ordering Document, Services described in an Ordering Document will be deemed complete upon Motorola’s performance of all Services listed in such Ordering Document (“Service Completion Date”); provided, however, that Maintenance and Support Services may be offered on an ongoing basis during a given Ordering Document term, in which case such Maintenance and Support Services will conclude upon the expiration or termination of such Ordering Document. 2.3. Non-Preclusion. If, in connection with the Products and Services provided under this Agreement, Motorola makes recommendations, including a recommendation to purchase other products or services, nothing in this Agreement precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products or other services to Customer. Customer represents that this paragraph does not violate its procurement standards or other laws, regulations, or policies. 2.4. Customer Obligations. Customer will ensure that information Customer provides to Motorola in connection with receipt of Products and Services are accurate and complete in all material respects. Customer will make timely decisions and obtain any required management approvals that are reasonably necessary for Motorola to provide the Products and Services and perform its other duties under this Agreement. Unless the applicable Ordering Document states otherwise, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions or Customer information, decisions, or approvals described in this Section. If any assumptions in the Ordering Documents or information provided by Customer prove to be incorrect, or if Customer fai ls to perform any of its obligations under this Agreement, Motorola’s ability to perform its obligations may be impacted and changes to the Agreement, including the scope, Fees, and performance schedule may be required. 2.5. Documentation. Products and Services may be delivered with documentation for the Equipment, software Products, or data that specifies technical and performance features, capabilities, users, or operation, including training manuals, and other deliverables, such as reports, specifications, designs, plans, drawings, analytics, or other information (collectively, “Documentation”). Documentation is and will be owned by Motorola, unless otherwise expressly agreed in an Addendum or Ordering Document that certain Documentation will be owned by Customer. Motorola hereby grants Customer a limited, royalty-free, worldwide, non-exclusive license to use the Documentation solely for its internal business purposes in connection with the Products and Services. 2.6. Motorola Tools and Equipment. As part of delivering the Products and Services, Motorola may provide certain tools, equipment, models, and other materials of its own. Such tools and equipment will remain the sole property of Motorola unless they are to be purchased by Customer as Products and are explicitly listed on an Ordering Document. The tools and equipment may be held by Customer for Motorola’s use without charge and may be removed from Customer’s premises by Motorola at any time without restriction. Customer will safeguard all tools and equipment while in Customer’s custody or control, and be liable for any loss or damage. Upon the expiration or earlier termination of this Agreement, Customer, at its expense, will return to Motorola all tools and equipment in its possession or control. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 34 2.7. Authorized Users. Customer will ensure its employees and Authorized Users comply with the terms of this Agreement and will be liable for all acts and omissions of its employees and Authorized Users. Customer is responsible for the secure management of Authorized Users’ names, passwords and login credentials for access to Products and Services. “Authorized Users” are Customer’s employees, full-time contractors engaged for the purpose of supporting the Products and Services that are not competitors of Motorola, and the entities (if any) specified in an Ordering Document or otherwise approved by Motorola in writing (email from an authorized Motorola signatory accepted), which may include affiliates or other Customer agencies. 2.8. Export Control. Customer, its employees, and any other Authorized Users will not access or use the Products and Services in any jurisdiction in which the provision of such Products and Services is prohibited under applicable laws or regulations (a “Prohibited Jurisdiction”), and Customer will not provide access to the Products and Services to any government, entity, or individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it and its Authorized Users are not named on any U.S. government list of persons prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it and its Authorized Users are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit its Authorized Users to access or use the Products or Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized Users will comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which Customer, its employees, and the Authorized Users are located. 2.9. Change Orders. Unless a different change control process is agreed upon in writing by the Parties, a Party may request changes to an Addendum or an Ordering Document by submitting a change order to the other Party (each, a “Change Order”). If a requested change in a Change Order causes an increase or decrease in the Products or Services, the Parties by means of the Change Order will make appropriate adjustments to the Fees, project schedule, or other matters. Change Orders are effective and binding on the Parties only upon execution of the Change Order by an authorized representative of both Parties. 3. Term and Termination. 3.1. Term. The term of this MCA (“Term”) will commence on the Effective Date and continue until six (6) months after the later of (a) the termination, expiration, or discontinuance of services under the last Ordering Document in effect, or (b) the expiration of all applicable warranty periods, unless the MCA is earlier terminated as set forth herein. The applicable Addendum or Ordering Document will set forth the term for the Products and Services governed thereby. 3.2. Termination. Either Party may terminate the Agreement or the applicable Addendum or Ordering Document if the other Party breaches a material obligation under the Agreement and does not cure such breach within thirty (30) days after receipt of notice of the breach or fails to produce a cure plan within such period of time. Each Addendum and Ordering Document may be separately terminable as set forth therein. 3.3. Suspension of Services. Motorola may terminate or suspend any Products or Services under an Ordering Document if Motorola determines: (a) the related Product license has expired or has terminated for any reason; (b) the applicable Product is being used on a hardware platform, operating system, or version not approved by Motorola; (c) Customer fails to make any payments when due; or (d) Customer fails to comply with any of its other obligations or otherwise delays Motorola’s ability to perform. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 35 3.4. Effect of Termination or Expiration. Upon termination for any reason or expiration of this Agreement, an Addendum, or an Ordering Document, Customer and the Authorized Users will return or destroy (at Motorola’s option) all Motorola Materials and Motorola’s Confidential Information in their possession or control and, as applicable, provide proof of such destruction, except that Equipment purchased by Customer should not be returned. If Customer has any outstanding payment obligations under this Agreement, Motorola may accelerate and declare all such obligations of Customer immediately due and payable by Customer. Notwithstanding the reason for termination or expiration, Customer must pay Motorola for Products and Services already delivered. Customer has a duty to mitigate any damages under this Agreement, including in the event of default by Motorola and Customer’s termination of this Agreement. 4. Payment and Invoicing. 4.1. Fees. Fees and charges applicable to the Products and Services (the “Fees”) will be as set forth in the applicable Addendum or Ordering Document, and such Fees may be changed by Motorola at any time, except that Motorola will not change the Fees for Products and Services purchased by Customer during the term of an active Ordering Document or during a Subscription Term (as defined and further described in the applicable Addendum). Changes in the scope of Services described in an Ordering Document may require an adjustment to the Fees due under such Ordering Document. If a specific invoicing or payment schedule is set forth in the applicable Addendum or Ordering Document, such schedule will apply solely with respect to such Addendum or Ordering Document. Unless otherwise specified in the applicable Ordering Document, the Fees for any Services exclude expenses associated with unusual and costly Site access requirements (e.g., if Site access requires a helicopter or other equipment), and Customer will reimburse Motorola for these or other expenses incurred by Motorola in connection with the Services. 4.2. Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes, assessments, duties, or regulatory charges or contribution requirements (collectively, “Taxes”), all of which will be paid by Customer, except as exempt by law, unless otherwise specified in an Ordering Document. If Motorola is required to pay any Taxes, Customer will reimburse Motorola for such Taxes (including any interest and penalties) within thirty (30) days after Customer’s receipt of an invoice therefore. Customer will be solely responsible for reporting the Products for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income and net worth. 4.3. Invoicing. Motorola will invoice Customer at the frequency set forth in the applicable Addendum or Ordering Document, and Customer will pay all invoices within thirty (30) days of the invoice date or as otherwise specified in the applicable Addendum or Ordering Document. Late payments will be subject to interest charges at the maximum rate permitted by law, commencing upon the due date. Motorola may invoice electronically via email, and Customer agrees to receive invoices via email at the email address set forth in an Ordering Document. Customer 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. 5. Sites; Customer-Provided Equipment; Non-Motorola Content. 5.1. Access to Sites. Customer will be responsible for providing all necessary permits, licenses, and other approvals necessary for the installation and use of the Products and the performance of the Services at each applicable Site, including for Motorola to perform its obligations hereunder, and for facilitating Motorola’s access to the Sites. No waivers of liability will be imposed on Motorola or its Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 36 subcontractors by Customer or others at Customer facilities or other Sites, but if and to the extent any such waivers are imposed, the Parties agree such waivers are void. 5.2. Site Conditions. Customer will ensure that (a) all Sites are safe and secure, (b) Site conditions meet all applicable industry and legal standards (including standards promulgated by OSHA or other governmental or regulatory bodies), (c) to the extent applicable, Sites have adequate physical space, air conditioning, and other environmental conditions, electrical power outlets, distribution, equipment, connections, and telephone or other communication lines (including modem access and interfacing networking capabilities), and (d) Sites are suitable for the installation, use, and maintenance of the Products and Services. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date. 5.3. Site Issues. Motorola will have the right at any time to inspect the Sites and advise Customer of any deficiencies or non-conformities with the requirements of this Section 5 – Sites; Customer- Provided Equipment; Non-Motorola Content. If Motorola or Customer identifies any deficiencies or non-conformities, Customer will promptly remediate such issues or the Parties will select a replacement Site. If a Party determines that a Site identified in an Ordering Document is not acceptable or desired, the Parties will cooperate to investigate the conditions and select a replacement Site or otherwise adjust the installation plans and specifications as necessary. A change in Site or adjustment to the installation plans and specifications may cause a change in the Fees or performance schedule under the applicable Ordering Document. 5.4. Customer-Provided Equipment. Certain components, including equipment and software, not provided by Motorola may be required for use of the Products and Services (“Customer-Provided Equipment”). Customer will be responsible, at its sole cost and expense, for providing and maintaining the Customer-Provided Equipment in good working order. Customer represents and warrants that it has all rights in Customer-Provided Equipment to permit Motorola to access and use the applicable Customer-Provided Equipment to provide the Products and Services under this Agreement, and such access and use will not violate any laws or infringe any third-party rights (including intellectual property rights). Customer (and not Motorola) will be fully liable for Customer-Provided Equipment, and Customer will immediately notify Motorola of any Customer-Provided Equipment damage, loss, change, or theft that may impact Motorola’s ability to provide the Products and Services under this Agreement, and Customer acknowledges that any such events may cause a change in the Fees or performance schedule under the applicable Ordering Document. 5.5. Non-Motorola Content. In certain instances, Customer may be permitted to access, use, or integrate Customer or third-party software, services, hardware, content, and data that is not provided by Motorola (collectively, “Non-Motorola Content”) with or through the Products and Services. If Customer accesses, uses, or integrates any Non-Motorola Content with the Products or Services, Customer will first obtain all necessary rights and licenses to permit Customer’s and its Authorized Users’ use of the Non-Motorola Content in connection with the Products and Services. Customer will also obtain the necessary rights for Motorola to use such Non-Motorola Content in connection with providing the Products and Services, including the right for Motorola to access, store, and process such Non-Motorola Content (e.g., in connection with Subscription Software), and to otherwise enable interoperation with the Products and Services. Customer represents and warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or integrating the applicable Non-Motorola Content with the Products and Services, and that Customer and its Authorized Users will comply with any terms and conditions applicable to such Non-Motorola Content. If any Non-Motorola Content require access to Customer Data (as defined below), Customer hereby authorizes Motorola to allow the provider of such Non-Motorola Content to access Customer Data, in connection with the interoperation of such Non -Motorola Content with the Products and Services. Customer acknowledges and agrees that Motorola is not responsible for, Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 37 and makes no representations or warranties with respect to, the Non-Motorola Content (including any disclosure, modification, or deletion of Customer Data resulting from use of Non -Motorola Content or failure to properly interoperate with the Products and Services). If Customer receives notice that any Non- Motorola Content must be removed, modified, or disabled within the Products or Services, Customer will promptly do so. Motorola will have the right to disable or remove Non-Motorola Content if Motorola believes a violation of law, third-party rights, or Motorola’s policies is likely to occur, or if such Non- Motorola Content poses or may pose a security or other risk or adverse impact to the Products or Services, Motorola, Motorola’s systems, or any third party (including other Motorola customers). Motorola may provide certain Non-Motorola Content as an authorized sales representative of a third party as set out in an Ordering Document. As an authorized sales representative, the third party’s terms and conditions, as set forth in the Ordering Document, will apply to any such sales. Any orders for such Non- Motorola Content will be filled by the third party. Nothing in this Section will limit the exclusions set forth in Section 7.2 – Intellectual Property Infringement. 5.6. End User Licenses. Notwithstanding any provision to the contrary in the Agreement, certain Non- Motorola Content software are governed by a separate license, EULA, or other agreement, including terms governing third-party equipment or software, such as open source software, included in the Products and Services. Customer will comply, and ensure its Authorized Users comply, with any such additional terms applicable to third-party equipment or software. If provided for in the separate third party license, Customer may have a right to receive source code for such software; a copy of such source code may be obtained free of charge by contacting Motorola. 6. Representations and Warranties. 6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) it has the right to enter into the Agreement and perform its obligations hereunder, and (b) the Agreement will be binding on such Party. 6.2. Motorola Warranties. Subject to the disclaimers and exclusions below, Motorola represents and warrants that (a) Services will be provided in a good and workmanlike manner and will conform in all material respects to the descriptions in the applicable Ordering Document; and (b) for a period of ninety (90) days commencing upon the Service Completion Date for one-time Services, the Services will be free of material defects in materials and workmanship. Other than as set forth in subsection (a) above, recurring Services are not warranted but rather will be subject to the requirements of the applicable Addendum or Ordering Document. Motorola provides other express warranties for Motorola- manufactured Equipment, Motorola-owned software Products, and certain Services. Such express warranties are included in the applicable Addendum or Ordering Document. Such representations and warranties will apply only to the applicable Product or Service that is the subject of such Addendum or Ordering Document. 6.3. Warranty Claims; Remedies. To assert a warranty claim, Customer must notify Motorola in writing of the claim prior to the expiration of any warranty period set forth in this MCA or the applicable Addendum or Ordering Document. Unless a different remedy is otherwise expressly set forth for a particular warranty under an Addendum, upon receipt of such claim, Motorola will investigate the claim and use commercially reasonable efforts to repair or replace any confirmed materially non-conforming Product or re-perform any non-conforming Service, at its option. Such remedies are Customer’s sole and exclusive remedies for Motorola’s breach of a warranty. Motorola’s warranties are extended by Motorola to Customer only, and are not assignable or transferrable. 6.4. Pass-Through Warranties. Notwithstanding any provision of this Agreement to the contrary, Motorola will have no liability for third-party software or hardware provided by Motorola; provided, Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 38 however, that to the extent offered by third-party providers of software or hardware and to the extent permitted by law, Motorola will pass through express warranties provided by such third parties. 6.5. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS AND PASS THROUGH WARRANTIES IN THIS AGREEMENT, PRODUCTS AND SERVICES PURCHASED HEREUNDER ARE PROVIDED “AS IS” AND WITH ALL FAULTS. WARRANTIES SET FORTH IN THE AGREEMENT ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS AND SERVICES AND MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY. MOTOROLA DOES NOT REPRESENT OR WARRANT THAT USE OF THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT THEY WILL MEET CUSTOMER’S PARTICULAR REQUIREMENTS. 7. Indemnification. 7.1. General Indemnity. Motorola will defend, indemnify, and hold Customer harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual third-party claim, demand, action, or proceeding (“Claim”) for personal injury, death, or direct damage to tangible property to the extent caused by Motorola’s negligence, gross negligence or willful misconduct while performing its duties under an Ordering Document or an Addendum, except to the extent the claim arises from Customer’s negligence or willful misconduct. Motorola’s duties under this Section 7.1 – General Indemnity are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Claim. 7.2. Intellectual Property Infringement. Motorola will defend Customer against any third-party claim alleging that a Motorola-developed or manufactured Product or Service (the “Infringing Product”) directly infringes a United States patent or copyright (“Infringement Claim”), and Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an Infringement Claim. Motorola’s duties under this Section 7.2 – Intellectual Property Infringement are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Infringement Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Infringement Claim. 7.2.1. If an Infringement Claim occurs, or in Motorola’s opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Infringing Product; (b) replace or modify the Infringing Product so that it becomes non-infringing; or (c) grant Customer (i) a pro- rated refund of any amounts pre-paid for the Infringing Product (if the Infringing Product is a software Product, i.e., Licensed Software or Subscription Software) or (ii) a credit for the Infringing Product, less a reasonable charge for depreciation (if the Infringing Product is Equipment, including Equipment with embedded software). 7.2.2. In addition to the other damages disclaimed under this Agreement, Motorola wi ll have no duty to defend or indemnify Customer for any Infringement Claim that arises from or is based upon: (a) Customer Data, Customer-Provided Equipment, Non-Motorola Content, or third-party equipment, hardware, software, data, or other third-party materials; (b) the combination of the Product or Service with any products or materials not provided by Motorola; (c) a Product or Service designed, modified, or manufactured in accordance with Customer’s designs, specifications, guidelines or instructions; (d) a modification of the Product or Service by a party other than Motorola; (e) use of the Product or Service in a manner for which the Product or Service was not designed or that is inconsistent with the terms of Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 39 this Agreement; or (f) the failure by Customer to use or install an update to the Product or Service that is intended to correct the claimed infringement. In no event will Motorola’s liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the Infringing Product. 7.2.3. This Section 7.2 – Intellectual Property Infringement provides Customer’s sole and exclusive remedies and Motorola’s entire liability in the event of an Infringement Claim. For clarity, the rights and remedies provided in this Section are subject to, and limited by, the restrictions set forth in Section 8 – Limitation of Liability below. 7.3. Customer Indemnity. Customer will defend, indemnify, and hold Motorola and its subcontractors, subsidiaries and other affiliates harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual or threatened third-party claim, demand, action, or proceeding arising from or related to (a) Customer -Provided Equipment, Customer Data, or Non-Motorola Content, including any claim, demand, action, or proceeding alleging that any such equipment, data, or materials (or the integration or use thereof with the Products and Services) infringes or misappropriates a third-party intellectual property or other right, violates applicable law, or breaches the Agreement; (b) Customer -Provided Equipment’s failure to meet the minimum requirements set forth in the applicable Documentation or match the applicable specifications provided to Motorola by Customer in connection with the Products or Services; (c) Customer’s (or its service providers, agents, employees, or Authorized User’s ) negligence or willful misconduct; and (d) Customer’s or its Authorized User’s breach of this Agreement. This indemnity will not apply to the extent any such claim is caused by Motorola’s use of Customer-Provided Equipment, Customer Data, or Non-Motorola Content in violation of the Agreement. Motorola will give Customer prompt, written notice of any claim subject to the foregoing indemnity. Motorola will, at its own expense, cooperate with Customer in its defense or settlement of the claim. 8. Limitation of Liability. 8.1. DISCLAIMER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH, MOTOROLA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “MOTOROLA PARTIES”) WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT (WHETHER UNDER MOTOROLA’S INDEMNITY OBLIGATIONS, A CAUSE OF ACTION FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUES, EVEN IF MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR ANY THIRD PARTY OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE FORESEEABLE. 8.2. DIRECT DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL AGGREGATE LIABILITY OF THE MOTOROLA PARTIES, WHETHER BASED ON A CLAIM IN CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO OR ARISING OUT OF THE AGREEMENT WILL NOT EXCEED THE FEES SET FORTH IN THE ORDERING DOCUMENT UNDER WHICH THE CLAIM AROSE. NOTWITHSTANDING THE FOREGOING, FOR ANY SUBSCRIPTION SOFTWARE OR FOR ANY RECURRING SERVICES, THE MOTOROLA PARTIES’ TOTAL LIABILITY FOR ALL CLAIMS RELATED TO SUCH PRODUCT OR RECURRING SERVICES IN THE AGGREGATE WILL NOT EXCEED THE TOTAL FEES PAID FOR SUCH SUBSCRIPTION SOFTWARE OR RECURRING SERVICE, AS APPLICABLE, DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE FIRST CLAIM AROSE. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 40 8.3. ADDITIONAL EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A) CUSTOMER DATA, INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DATA AVAILABLE THROUGH THE PRODUCTS OR SERVICES; (B) CUSTOMER-PROVIDED EQUIPMENT, NON-MOTOROLA CONTENT, THE SITES, OR THIRD-PARTY EQUIPMENT, HARDWARE, SOFTWARE, DATA, OR OTHER THIRD-PARTY MATERIALS, OR THE COMBINATION OF PRODUCTS AND SERVICES WITH ANY OF THE FOREGOING; (C) LOSS OF DATA OR HACKING, RANSOMWARE, OR OTHER THIRD-PARTY ATTACKS OR DEMANDS; (D) MODIFICATION OF PRODUCTS OR SERVICES BY ANY PERSON OTHER THAN MOTOROLA; (E) RECOMMENDATIONS PROVIDED IN CONNECTION WITH OR BY THE PRODUCTS AND SERVICES; (F) DATA RECOVERY SERVICES OR DATABASE MODIFICATIONS; OR (G) CUSTOMER’S OR ANY AUTHORIZED USER’S BREACH OF THIS AGREEMENT OR MISUSE OF THE PRODUCTS AND SERVICES. 8.4. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed issues in Section 8.3 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable. 8.5. Statute of Limitations. Customer may not bring any claims against a Motorola Party in connection with this Agreement or the Products and Services more than one (1) year after the date of accrual of the cause of action. 9. Confidentiality. 9.1. Confidential Information. “Confidential Information” means any and all non-public information provided by one Party (“Discloser”) to the other (“Recipient”) that is disclosed under this Agreement in oral, written, graphic, machine recognizable, or sample form, being clearly designated, labeled or marked as confidential or its equivalent or that a reasonable businessperson would consider non-public and confidential by its nature. With respect to Motorola, Confidential Information will also include Products and Services, and Documentation, as well as any other information relating to the Products and Services. The nature and existence of this Agreement are considered Confidential Information of the Parties. In order to be considered Confidential Information, information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by Discloser by submitting a written document to Recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent. 9.2. Obligations of Confidentiality. During the Term and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (a) not disclose Confidential Information to any third party, except as expressly permitted in this Section 9 - Confidentiality; (b) restrict disclosure of Confidential Information to only those employees (including, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must access the Confidential Information for the purpose of, and who are bound by confidentiality terms substantially similar to those in, this Agreement; (c) not copy, reproduce, reverse engineer, de-compile or disassemble any Confidential Information; (d) 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; (e) 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 (f) only use the Confidential Information as needed to fulfill its obligations and secure its rights under this Agreement. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 41 9.3. Exceptions. Recipient is not obligated to maintain as confidential any information that Recipient can demonstrate by documentation (a) is publicly available at the time of disclosure or becomes available to the public without breach of this Agreement; (b) is lawfully obtained from a third party without a duty of confidentiality to Discloser; (c) is otherwise lawfully known to Recipient prior to such disclosure without a duty of confidentiality to Discloser; or (d) is independently developed by Recipient without the use of, or reference to, any of Discloser’s Confidential Information or any breach of this Agreement. Additionally, Recipient may disclose Confidential Information to the extent required by law, including a judicial or legislative order or proceeding. 9.4. Ownership of Confidential Information. All Confidential Information is and will remain the property of Discloser and will not be copied or reproduced without the express written permission of Discloser (including as permitted herein). Within ten (10) days of receipt of Discloser’s written request, Recipient will return or destroy all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain (a) one (1) archival copy of the Confidential Information for use only in case of a dispute concerning this Agreement and (b) Confidential Information that has been automatically stored in accordance with Recipient’s standard backup or recordkeeping procedures, provided, however that Recipient will remain subject to the obligations of this Agreement with respect to any Confidential Information retained subject to clauses (a) or (b). No license, express or implied, in the Confidential Information is granted to the Recipient other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. Discloser represents and warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement. 10. Proprietary Rights; Data; Feedback. 10.1. Data Definitions. The following terms will have the stated meanings: “Customer Contact Data” means data Motorola collects from Customer, its Authorized Users, and their end users for business contact purposes, including marketing, advertising, licensing and sales purposes; “Service Use Data” means data generated by Customer’s use of the Products and Services or by Motorola’s support of the Products and Services, including personal information, product performance and error information, activity logs and date and time of use; “Customer Data” means data, information, and content, including images, text, videos, documents, audio, telemetry, location and structured data base records, provided by, through, or on behalf of Customer, its Authorized Users, and their end users through the use of the Products and Services. Customer Data does not include Customer Contact Data, Service Use Data, or information from publicly available sources or other Third-Party Data or Motorola Data; “Third-Party Data” means information obtained by Motorola from publicly available sources or its third party content providers and made available to Customer through the Products or Services; “Motorola Data” means data owned or licensed by Motorola; “Feedback” means comments or information, in oral or written form, given to Motorola by Customer or Authorized Users, including their end users, in connection with or relating to the Products or Services; and “Process” or “Processing” means any operation or set of operations which is performed on personal information or on sets of personal information, whether or not by automated means, such as collection, recording, copying, analyzing, caching, organization, structuring, storage, adaptation, or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. 10.2. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer with access to software, tools, data, and other materials, including designs, utilities, models, methodologies, systems, and specifications, which Motorola has developed or licensed from third parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, or derivative works of the foregoing, whether made by Motorola or another party) Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 42 (collectively, “Motorola Materials”). The Products and Services, Motorola Data, Third-Party Data, and Documentation, are considered Motorola Materials. Except when Motorola has expressly transferred title or other interest to Customer by way of an Addendum or Ordering Document, the Motorola Materials are the property of Motorola or its licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets, know-how, other intellectual property and proprietary rights, and all associated goodwill and moral rights). For clarity, this Agreement does not grant to Customer any shared development rights in or to any Motorola Materials or other intellectual property, and Customer agrees to execute any documents and take any other actions reasonably requested by Motorola to effectuate the foregoing. Motorola and its licensors reserve all rights not expressly granted to Customer, and no rights, other than those expressly granted herein, are granted to Customer by implication, estoppel or otherwise. Customer will not modify, disassemble, reverse engineer, derive source code or create derivative works from, merge with other software, distribute, sublicense, sell, or export the Products and Services or other Motorola Materials, or permit any third party to do so. 10.3. Ownership of Customer Data. Customer retains all right, title and interest, including intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to Customer Data except those rights granted under this Agreement including the right to Process and use the Customer Data as set forth in Section 10.4 – Processing Customer Data below and in other applicable Addenda. The Parties agree that with regard to the Processing of personal information which may be part of Customer Data, Customer is the controller and Motorola is the processor, and may engage sub-processors pursuant to Section 10.4.3 – Sub-processors. 10.4. Processing Customer Data. 10.4.1. Motorola Use of Customer Data. To the extent permitted by law, Customer grants Motorola and its subcontractors a right to use Customer Data and a royalty-free, worldwide, non-exclusive license to use Customer Data (including to process, host, cache, store, reproduce, copy, modify, combine, analyze, create derivative works from such Customer Data and to communicate, transmit, and distribute such Customer Data to third parties engaged by Motorola) to (a) perform Services and provide Products under the Agreement, (b) analyze the Customer Data to operate, maintain, manage, and improve Motorola Products and Services, and (c) create new products and services. Customer agrees that this Agreement, along with the Documentation, are Customer’s complete and final documented instructions to Motorola for the processing of Customer Data. Any additional or alternate instructions must be agreed to according to the Change Order process. Customer represents and warrants to Motorola that Customer’s instructions, including appointment of Motorola as a processor or sub-processor, have been authorized by the relevant controller. 10.4.2. Collection, Creation, Use of Customer Data. Customer further represents and warrants that the Customer Data, Customer’s collection, creation, and use of the Customer Data (including in connection with Motorola’s Products and Services), and Motorola’s use of such Customer Data in accordance with the Agreement, will comply with all laws and will not violate any applicable privacy notices or infringe any third-party rights (including intellectual property and privacy rights). It is Customer’s r esponsibility to obtain all required consents, provide all necessary notices, and meet any other applicable legal requirements with respect to collection and use (including Motorola’s use) of the Customer Data as described in the Agreement. 10.4.3. Sub-processors. Customer agrees that Motorola may engage sub-processors who in turn may engage additional sub-processors to Process personal data in accordance with this Agreement. When engaging sub-processors, Motorola will enter into agreements with the sub-processors to bind them to data processing obligations to the extent required by law. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 43 10.5. Data Retention and Deletion. Except as expressly provided otherwise under the Agreement, Motorola will delete all Customer Data following termination or expiration of this MCA o r the applicable Addendum or Ordering Document, with such deletion to occur no later than ninety (90) days following the applicable date of termination or expiration, unless otherwise required to comply with applicable law. Any requests for the exportation or download of Customer Data must be made by Customer to Motorola in writing before expiration or termination, subject to Section 13.9 – Notices. Motorola will have no obligation to retain such Customer Data beyond expiration or termination unless the Customer has purchased extended storage from Motorola through a mutually executed Ordering Document. 10.6. Service Use Data. Customer understands and agrees that Motorola may collect and use Service Use Data for its own purposes, including the uses described below. Motorola may use Service Use Data to (a) operate, maintain, manage, and improve existing and create new products and services, (b) test products and services, (c) to aggregate Service Use Data and combine it with that of other users, and (d) to use anonymized or aggregated data for marketing, research or other business purposes. Service Use Data may be disclosed to third parties. It is Customer’s responsibility to notify Authorized Users of Motorola’s collection and use of Service Use Data and to obtain any required consents, provide all necessary notices, and meet any other applicable legal requirements with respect to such collection and use, and Customer represents and warrants to Motorola that it has complied and will continue to comply with this Section. 10.7. Third-Party Data and Motorola Data. Motorola Data and Third-Party Data may be available to Customer through the Products and Services. Customer and its Authorized Users may use Motorola Data and Third-Party Data as permitted by Motorola and the applicable Third-Party Data provider, as described in the applicable Addendum. Unless expressly permitted in the applicable Addendum, Customer will not, and will ensure its Authorized Users will not: (a) use the Motorola Data or Third -Party Data for any purpose other than Customer’s internal business purposes; (b) disclose the data to third parties; (c) “white label” such data or otherwise misrepresent its source or ownership, or resell, distribute, sublicense, or commercially exploit the data in any manner; (d) use such data in violation of applicable laws; (e) remove, obscure, alter, or falsify any marks or proprietary rights notices indicating the source, origin, or ownership of the data; or (f) modify such data or combine it with Customer Data or other data or use the data to build databases. Additional restrictions may be set forth in the applicable Addendum. Any rights granted to Customer or Authorized Users with respect to Motorola Data or Third-Party Data will immediately terminate upon termination or expiration of the applicable Addendum, Ordering Document, or this MCA. Further, Motorola or the applicable Third-Party Data provider may suspend, change, or terminate Customer’s or any Authorized User’s access to Motorola Data or Third-Party Data if Motorola or such Third-Party Data provider believes Customer’s or the Authorized User’s use of the data violates the Agreement, applicable law or Motorola’s agreement with the applicable Third-Party Data provider. Upon termination of Customer’s rights to use any Motorola Data or Third-Party Data, Customer and all Authorized Users will immediately discontinue use of such data, delete all copies of such data, and certify such deletion to Motorola. Notwithstanding any provision of the Agreement to the contrary, Motorola will have no liability for Third-Party Data or Motorola Data available through the Products and Services. Motorola and its Third-Party Data providers reserve all rights in and to Motorola Data and Third-Party Data not expressly granted in an Addendum or Ordering Document. 10.8. Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create any confidentiality obligation for Motorola, even if designated as confidential by Customer. Motorola may use, reproduce, license, and otherwise distribute and exploit the Feedback without any obligation or payment to Customer or Authorized Users and Customer represents and warrants that it has obtained all necessary rights and consents to grant Motorola the foregoing rights. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 44 10.9. Improvements; Products and Services. The Parties agree that, notwithstanding any provision of this MCA or the Agreement to the contrary, all fixes, modifications and improvements to the Services or Products conceived of or made by or on behalf of Motorola that are based either in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise) are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements will vest solely in Motorola. Customer agrees to execute any written documents necessary to assign any intellectual property or other rights it may have in such fixes, modifications or improvements to Motorola. 11. Force Majeure; Delays Caused by Customer. 11.1. Force Majeure. Except for Customer’s payment obligations hereunder, neither Party will be responsible for nonperformance or delayed performance due to events outside of its reasonable control. If performance will be significantly delayed, the affected Party will provide notice to the other Party, and the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule. 11.2. Delays Caused by Customer. Motorola’s performance of the Products and Services will be excused for delays caused by Customer or its Authorized Users or subcontractors, or by failure of any assumptions set forth in this Agreement (including in any Addendum or Ordering Document). In the event of a delay under this Section 11.2 – Delays Caused by Customer, (a) Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule, and (c) Customer will compensate Motorola for its out-of-pocket costs incurred due to the delay (including those incurred by Motorola’s affiliates, vendors, and subcontractors). 12. Disputes. The Parties will use the following procedure to resolve any disputes relating to or arising out of this Agreement (each, a “Dispute”): 12.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the laws of the State of Illinois, unless Customer is the United States Government (or an agency thereof), in which case all matters relating to or arising out of the Agreement will be governed by the laws of the State in which the Products and Services are provided. The terms of the U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply. 12.2. Negotiation; Mediation. Either Party may initiate dispute resolution procedures by sending a notice of Dispute (“Notice of Dispute”) to the other Party. The Parties will attempt to resolve the Dispute promptly through good faith negotiations, including timely escalation of the Dispute to executives who have authority to settle the Dispute (and who are at a higher level of management than the persons with direct responsibility for the matter). If a Dispute is not resolved through negotiation, either Party may initiate mediation by sending a notice of mediation (“Notice of Mediation”) to the other Party. The Parties will choose an independent mediator within thirty (30) days of such Notice of Mediation. Neither Party may unreasonably withhold consent to the selection of a mediator, but if the Parties are unable to agree upon a mediator, either Party may request that the American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. All in person meetings under this Section 12.2 – Negotiation; Mediation will take place in Chicago, Illinois, and all communication relating to the Dispute resolution will be maintained in strict confidence by the Parties. Notwithstanding the foregoing, any Dispute arising from or relating to Motorola’s intellectual property rights will not be subject to negotiation or mediation in accordance with this Section, but instead will be decided by a court of competent jurisdiction, in accordance with Section 12.3 – Litigation, Venue, Jurisdiction below. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 45 12.3. Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within sixty (60) days from the Notice of Mediation, either Party may submit the Dispute exclusively to a court in Cook County, Illinois. Each Party expressly consents to the exclusive jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any mediation. 13. General. 13.1. Compliance with Laws. Each Party will comply with applicable laws in connection with the performance of its obligations under this Agreement, including that Customer will ensure its and its Authorized Users’ use of the Products and Services complies with law (including privacy laws), and Customer will obtain any FCC and other licenses or authorizations (including licenses or authorizations required by foreign regulatory bodies) required for its and its Authorized Users’ use of the Products and Services. Motorola may, at its discretion, cease providing or otherwise modify Products and Services (or any terms related thereto in an Addendum or Ordering Document), in order to com ply with any changes in applicable law. 13.2. Audit; Monitoring. Motorola will have the right to monitor and audit use of the Products, which may also include access by Motorola to Customer Data and Service Use Data. Customer will provide notice of such monitoring to its Authorized Users and obtain any required consents, including individual end users, and will cooperate with Motorola in any monitoring or audit. Customer will maintain during the Term, and for two (2) years thereafter, accurate records relating to any software licenses granted under this Agreement to verify compliance with this Agreement. Motorola or a third party (“Auditor”) may inspect Customer’s and, as applicable, Authorized Users’ premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless Customer is found to be in violation of the terms of the Agreement, in which case Customer will be responsible for such expenses and costs. 13.3. Assignment and Subcontracting. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party. Motorola may assign or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection with a merger, acquisition or sale of all or substantially all of its assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding upon the Parties and their respective successors and assigns. 13.4. Waiver. A delay or omission by either Party to exercise any right under this Agreement will not be construed to be a waiver of such right. A waiver by either Party of any of the obligations to be performed by the other, or any breach thereof, will not be construed to be a waiver of any succeeding breach or of any other obligation. All waivers must be in writing and signed by the Party waiving its rights. 13.5. Severability. If any provision of the Agreement is found by a c ourt of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision will be deemed to be modified to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remaining provisions of this Agreement will not be affected, and each such provision will be valid and enforceable to the full extent permitted by applicable law. 13.6. Independent Contractors. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership, or formal business organization of any kind. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 46 13.7. Third-Party Beneficiaries. The Agreement is entered into solely between, and may be enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create any right or cause of action in or on behalf of, any entity other than the Parties. Notwithstanding the foregoing, a licensor or supplier of third-party software included in the software Products will be a direct and intended third-party beneficiary of this Agreement. 13.8. Interpretation. The section headings in this Agreement are included only for convenience The words “including” and “include” will be deemed to be followed by the phrase “without limitation”. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 13.9. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as FedEx, UPS, or DHL), and will be effective upon receipt. 13.10. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity, by contract, or otherwise. Except as specifically sta ted in this Agreement, the election by a Party of any remedy provided for in this Agreement or otherwise available to such Party will not preclude such Party from pursuing any other remedies available to such Party at law, in equity, by contract, or otherwise. 13.11. Survival. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 2.4 – Customer Obligations; Section 3.4 – Effect of Termination or Expiration; Section 4 – Payment and Invoicing; Section 6.5 – Warranty Disclaimer; Section 7.3 – Customer Indemnity; Section 8 – Limitation of Liability; Section 9 – Confidentiality; Section 10 – Proprietary Rights; Data; Feedback; Section 11 – Force Majeure; Delays Caused by Customer; Section 12 – Disputes; and Section 13 – General. 13.12. Entire Agreement. This Agreement, including all Addenda and Ordering Documents, constitutes the entire agreement of the Parties regarding the subject matter hereto, and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy, or computer image of a signature, will be treated, and will have the same effect as an original signature, and will have the same effect, as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment, or other form will not be considered an amendment or modification or part of this Agreement, even if a representative of each Party signs such document. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 47 The Parties hereby enter into this MCA as of the Effective Date. Motorola: Motorola Solutions, Inc. Customer: Azusa Police Department By: ______________________________ By: ______________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: ____________________________ Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 48 Equipment Purchase and Software License Addendum This Equipment Purchase and Software License Addendum (this “EPSLA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Master Customer Agreement entered into between the Parties (the “MCA”). Capitalized terms used in this EPSLA, but not defined herein, will have the meanings set forth in the MCA. 1. Addendum. This EPSLA governs Customer’s purchase of Equipment and license of Licensed Software (and, if set forth in an Ordering Document, related Services) from Motorola, and will form part of the Parties’ Agreement. 2. Delivery of Equipment and Licensed Software. 2.1. Delivery and Risk of Loss. Motorola will provide to Customer the Products (and, if applicable, related Services) set forth in an Ordering Document, in accordance with the terms of the Agreement. Motorola will, using commercially reasonable practices, pack the ordered Equipment and ship such Equipment to the Customer address set forth in the applicable Ordering Document or otherwise provided by Customer in writing, using a carrier selected by Motorola. Notwithstanding the foregoing, delivery of Equipment (and any incorporated Licensed Software) will occur, and title and risk of loss for the Equipment will pass to Customer, upon shipment by Motorola in accordance with Ex Works, Motorola’s premises (Incoterms 2020). Customer will pay all shipping costs, taxes, and other charges applicable to the shipment and import or export of the Products and Services, as applicable, and Customer will be responsible for reporting the Products for personal property tax purposes. Delivery of Licensed Software for installation on Equipment or Customer-Provided Equipment will occur upon the earlier of (a) electronic delivery of the Licensed Software by Motorola, and (b) the date Motorola otherwise makes the Licensed Software available for download by Customer. If agreed upon in an Ordering Document, Motorola will also provide Services related to such Products. 2.2. Delays. Any shipping dates set forth in an Ordering Document are approximate, and while Motorola will make reasonable efforts to ship Products by any such estimated shipping date, Motorola will not be liable for any delay or related damages to Customer. Time for delivery will not be of the essence, and delays will not constitute grounds for cancellation, penalties, termination, or a refund. 2.3. Beta Services. If Motorola makes any beta version of a software application (“Beta Service”) available to Customer, Customer may choose to use such Beta Service at its own discretion, provided, however, that Customer will use the Beta Service solely for purposes of Customer’s evaluation of such Beta Service, and for no other purpose. Customer acknowledges and agrees that all Beta Services are offered “as-is” and without any representations or warranties or other commitments or protections from Motorola. Motorola will determine the duration of the evaluation period for any Beta Service, in its sole discretion, and Motorola may discontinue any Beta Service at any time. Customer acknowledges that Beta Services, by their nature, have not been fully tested and may contain defects or deficiencies. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 49 3. Licensed Software License and Restrictions. 3.1. Licensed Software License. Subject to Customer’s and its Authorized Users’ compliance with the Agreement (including payment terms), Motorola hereby grants Customer and its Authorized Users a limited, non-transferable, non-sublicenseable, and non-exclusive license to use the Licensed Software identified in an Ordering Document, in object code form only, and the associated Documentation, solely in connection with the Equipment provided by Motorola or authorized Customer-Provided Equipment (as applicable, the “Designated Products”) and solely for Customer’s internal business purposes. Unless otherwise stated in an Addendum or the Ordering Document, the foregoing license grant will be limited to the number of licenses set forth in the applicable Ordering Document and will continue for the life of the applicable Designated Product. Except as otherwise permitted in an applicable Addendum or Ordering Document, Customer may install, access, and use Licensed Software only in Customer’s owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Licensed Software remotely from any location. 3.2. Subscription License Model. If the Parties mutually agree that any Licensed Software purchased under this EPSLA will be replaced with or upgraded to Subscription Software, then upon such time which the Parties execute the applicable Ordering Document, the licenses granted under this EPSLA will automatically terminate, and such Subscription Software will be governed by the terms of the applicable Addendum under this Agreement. 3.3. Customer Restrictions. Customers and Authorized Users will comply with the applicable Documentation in connection with their use of the Products. Customer will not and will not allow others, including the Authorized Users, to: (a) make the Licensed Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; (b) reverse engineer, disassemble, or reprogram the Licensed Software or any portion thereof to a human-readable form; (c) modify, create derivative works of, or merge the Licensed Software with other software or equipment; (d) copy, reproduce, distribute, lend, lease, or transfer the Licensed Software or Documentation for or to any third party without the prior express written permission of Motorola; (e) take any action that would cause the Licensed Software or Documentation to be placed in the public domain; (f) use the Licensed Software to compete with Motorola; or (g) remove, alter, or obscure, any copyright or other notice. 3.4. Copies. Customer may make one (1) copy of the Licensed Software solely for archival, back-up, or disaster recovery purposes during the term of the applicable Licensed Software license. Customer may make as many copies of the Documentation reasonably required for the internal use of the Licensed Software during such Licensed Software’s license term. Unless otherwise authorized by Motorola in writing, Customer will not, and will not enable or allow any third party to: (a) install a licensed copy of the Licensed Software on more than one (1) unit of a Designated Product; or (b) copy onto or transfer Licensed Software installed in a unit of a Designated Product onto another device. Customer may temporarily transfer Licensed Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Customer provides written notice to Motorola of the temporary transfer and identifies the device on which the Licensed is transferred. Temporary transfer of the Licensed Software to another device must be discontinued when the original Designated Product is returned to operation and the Licensed Software must be removed from the other device. Customer must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 3.5. Resale of Equipment. Equipment contains embedded Licensed Software. If Customer desires to sell its used Equipment to a third party, Customer must first receive prior written authorization from Motorola and obtain written acceptance of the applicable Licensed Software license terms, including the obligation to pay relevant license fees, from such third party. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 50 4. Term. 4.1. Term. The term of this EPSLA (the “EPSLA Term”) will commence upon either (a) the Effective Date of the MCA, if this EPSLA is attached to the MCA as of such Effective Date, or (b) the EPSLA Date set forth on the signature page below, if this EPSLA is executed after the MCA Effective Date, and will continue until the later of (i) three (3) years after the first order for Products is placed via an Ordering Document, or (ii) the expiration of all applicable warranty periods (as set forth in Section 6.1 – Motorola Warranties below) under this EPSLA, unless this EPSLA or the Agreement is earlier terminated in accordance with the terms of the Agreement. 4.2. Termination. Notwithstanding the termination provisions of the MCA, Motorola may terminate this EPSLA (and any Ordering Documents hereunder) immediately upon notice to Customer if Customer breaches Section 3 – Licensed Software License and Restrictions of this EPSLA, or any other provision related to Licensed Software license scope or restrictions set forth in an Ordering Document, EULA, or other applicable Addendum. For clarity, upon termination or expiration of the EPSLA Term, all Motorola obligations under this EPSLA (including with respect to Equipment and Licensed Software delivered hereunder) will terminate. If Customer desires to purchase additional Services in connection with such Equipment or Licensed Software, Customer may enter into a separate Addendum with Motorola, governing such Services. Customer acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Licensed Software and Documentation, and that Customer’s breach of the Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, in addition to termination, Motorola will be entitled to all available remedies at law or in equity, incl uding immediate injunctive relief and repossession of all non-embedded Licensed Software and associated Documentation. 4.3. Equipment as a Service. In the event that Customer purchases any Equipment at a price below the MSRP for such Equipment in connection Customer entering into a fixed- or minimum required-term agreement for Subscription Software, and Customer or Motorola terminates the Agreement, this EPSLA, or other applicable Addendum (such as the Addendum governing the purchase of such Subscription Software) prior to the expiration of such fixed- or minimum required-term, then Motorola will have the right to invoice Customer for, and Customer will pay, the amount of the discount to the MSRP for the Equipment or such other amount set forth in the applicable Addendum or Ordering Document. This Section will not limit any other remedies Motorola may have with respect to an early termination. 5. Payment. Customer will pay invoices for the Products and Services provided under this EPSLA in accordance with the invoice payment terms set forth in the MCA. Generally, invoices are issued after shipment of Equipment or upon Motorola’s delivery of Licensed Software (in accordance with Section 2.1 – Delivery and Risk of Loss), as applicable, but if a specific invoicing or payment schedule is set forth in the applicable Ordering Document, EULA or other Addendum, such schedule will control with respect to the applicable Products and Services referenced therein. Motorola will have the right to suspend future deliveries of Produc ts and Services if Customer fails to make any payments when due. 6. Representations and Warranties; Liability. 6.1. Motorola Warranties. Subject to the disclaimers and exclusions set forth in the MCA and this EPSLA, (a) for a period of one (1) year commencing upon the delivery of Motorola-manufactured Equipment under Section 2.1 – Delivery and Risk of Loss, Motorola represents and warrants that such Motorola-manufactured Equipment, under normal use, will be free from material defects in materials and workmanship; (b) to the extent permitted by the providers of third-party software or hardware included in the Products and Services, Motorola will pass through to Customer any warranties provided by such third Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 51 parties, which warranties will apply for the period defined by the applicable third party; and (c) for a period of ninety (90) days commencing upon the delivery of Motorola-owned Licensed Software under Section 2.1 – Delivery and Risk of Loss, Motorola represents and warrants that such Licensed Software, when used in accordance with the Documentation and the Agreement, will be free from reproducible defects that prevent operation of features critical to the primary functionality or successful operation of the Motorola-developed Licensed Software (as determined by Motorola). The warranty set forth in subsection (c) will be referred to as the “Motorola Licensed Software Warranty”. As Customer’s sole and exclusive remedy for any breach of the Motorola Licensed Software Warranty, Motorola will use commercially reasonable efforts to remedy the material defect in the applicable Licensed Software; provided, however, that if Motorola does not remedy such material defect within a reasonable time, then at Motorola’s sole option, Motorola will either replace the defective Licensed Software with functionally-equivalent software, provide substitute software to Customer, or terminate the applicable software license and refund any paid license fees to Customer on a pro-rata basis. For clarity, the Motorola Licensed Software Warranty applies only to the most current version of the Licensed Software issued by Motorola, and issuance of updated versions of any Licensed Software does not result in a renewal or extension of the Motorola Licensed Software Warranty beyond the ninety (90) day warranty period. 6.2. ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGES SET FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) DEFECTS IN OR DAMAGE TO PRODUCTS RESULTING FROM USE OTHER THAN IN THE NORMAL AUTHORIZED MANNER, OR FROM ACCIDENT, LIQUIDS, OR NEGLECT; (B) TESTING, MAINTENANCE, REPAIR, INSTALLATION, OR MODIFICATION BY PARTIES OTHER THAN MOTOROLA; (C) CUSTOMER’S OR ANY AUTHORIZED USER’S FAILURE TO COMPLY WITH INDUSTRY AND OSHA OR OTHER LEGAL STANDARDS; (D) DAMAGE TO RADIO ANTENNAS, UNLESS CAUSED BY DEFECTS IN MATERIAL OR WORKMANSHIP; (E) EQUIPMENT WITH NO SERIAL NUMBER; (F) BATTERIES OR CONSUMABLES; (G) FREIGHT COSTS FOR SHIPMENT TO REPAIR DEPOTS; (H) COSMETIC DAMAGE THAT DOES NOT AFFECT OPERATION; (I) NORMAL WEAR AND TEAR; (J) ISSUES OR OBSOLESCENCE OF LICENSED SOFTWARE DUE TO CHANGES IN CUSTOMER OR AUTHORIZED USER REQUIREMENTS, EQUIPMENT, OR SYSTEMS; (K) TRACKING AND LOCATION-BASED SERVICES; OR (L) BETA SERVICES. 6.3. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed or excluded issues in the MCA or Section 6.2 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable. 7. Copyright Notices. The existence of a copyright notice on any Licensed Software will not be construed as an admission or presumption of publication of the Licensed Software or public disclosure of any trade secrets associated with the Licensed Software. 8. Survival. The following provisions will survive the expiration or termination of this EPSLA for any reason: Section 3 – Licensed Software License and Restrictions; Section 4 – Term; Section 5 – Payment; Section 6.2 – Additional Exclusions; Section 8 – Survival. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 52 Software Products Addendum This Software Products Addendum (this “SPA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Master Customer Agreement entered into between the Parties (the “MCA”), and the applicable Addenda. Capitalized terms used in this SPA, but not defined herein, will have the meanings set forth in the MCA or the applicable Addenda. 1. Addendum. This SPA governs Customer’s purchase of certain Motorola software Products, including Software Systems, and will form part of the Parties’ Agreement. A “Software System” is a solution that includes at least one command center software Product and requires Integration Services to deploy such software Product at a Customer Site or onto any Customer-Provided Equipment or Equipment provided to Customer. In addition to the MCA, other Addenda may be applicable to the Software System or other software Products, including the Subscription Software Addendum (“SSA”), with respect to Subscription Software, and the Equipment Purchase and Software License Addendum (“EPSLA”), with respect to Licensed Software and Equipment, as further described below. This SPA will control with respect to conflicting or ambiguous terms in the MCA or any other applicable Addendum, but only as applicable to the Software System or other software Products purchased under this SPA and not with respect to other Products and Services. 2. Software Systems; Applicable Terms and Conditions. 2.1. On-Premise Software System. If Customer purchases an “on-premises Software System,” where Equipment and Licensed Software are installed at Customer Sites or on Customer-Provided Equipment, then, unless the Ordering Document(s) specify that any software is being purchased on a subscription basis (i.e., as Subscription Software), such Equipment and Licensed Software installed at Customer Sites or on Customer-Provided Equipment are subject to the EPSLA. On-premises Software Systems described in this Section qualify for the System Warranty as described in Section 5 – On-Premises Software System Warranty (the “System Warranty”). In connection with the on-premises Software System, Customer may also purchase additional Subscription Software that integrates with its on- premises Software System (e.g., CommandCentral Aware) (each, an “Add-On Subscription”). Any Add- On Subscription will be subject to the terms and conditions of the SSA and excluded from the System Warranty. 2.2. On-Premise Software System as a Service. If Customer purchases an “on-premises Software System as a service,” where Equipment and software Products are installed at Customer Sites or on Customer-Provided Equipment, and such software is generally licensed on a subscription basis (i.e., as Subscription Software), then such Subscription Software will be subject to the SSA and not the EPSLA. Any (a) Equipment purchased, (b) firmware preinstalled on such Equipment, and (c) Microsoft operating system Licensed Software are subject to the EPSLA. On-premises Software Systems as a service described in this Section are provided as a service and, accordingly, do not qualify for the System Warranty. System completion, however, is determined in accordance with the provisions of Section 3 – Software System Completion below. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 53 2.3. Cloud Hosted Software System. If Customer purchases a “cloud hosted Software System,” where the applicable software is hosted in a data center and provided to Customer as a service (i.e., as hosted Subscription Software), including CommandCentral Products, then such Subscription Software is subject to the SSA. Any Equipment purchased in connection with a cloud Software System is subject to the EPSLA. Cloud hosted Software Systems described in this Section do not qualify for the System Warranty. System completion, however, is determined in accordance with the provisions of Section 3 – Software System Completion below. 2.4. Services. Any Integration Services or Maintenance and Support Services purchased in connection with, or included as a part of, a Software System are subject to the MCA, and as described in the applicable Ordering Document. 3. Software System Completion. Any Software System described in an Ordering Document hereunder (including the Products, Integration Services, and all other components thereof) will be deemed completed upon Customer’s (or the applicable Authorized User’s) Beneficial Use of each Product that is included in the Software System (unless alternative acceptance procedures are set forth in the applicable Ordering Document) (the “System Completion Date”). Customer will not unreasonably delay Beneficial Use of any Product within a Software System, and in any event, the Parties agree that Beneficial Use of a Product will be deemed to have occurred thirty (30) days after functional demonstration. For clarity, if a Software System is comprised of more than one Product, Motorola may notify Customer that all Integration Services for a particular Product within the Software System have been completed, and Customer may have Beneficial Use of such Product prior to having Beneficial Use of other Products in the Software System, or of the Software System as a whole. In such case, the Integration Services applicable to such Product will be deemed complete upon Customer’s Beneficial Use of the Product (“Product Completion Date”), which may occur before the System Completion Date. As used in this Section, “Beneficial Use” means use by Customer or at least one (1) Authorized User of the material features and functionalities of a Product within a Software System, in material conformance with Product descriptions in the applicable Ordering Document. This Section applies to Products purchased as part of a Software System notwithstanding the delivery provisions of the Addendum applicable to such Products, such as the SSA or EPSLA, and this Section will control over such other delivery provisions to the extent of a conflict. 4. Payment. Customer will pay invoices for the Products and Services covered by this SPA in accordance with the invoice payment terms set forth in the MCA. Fees for Software Systems will be invoiced as of the System Completion Date, unless another payment process or schedule or milestones are set forth in an Ordering Document or applicable Addendum. In addition to Equipment, Licensed Software, Subscription Software and Integration Services (as applicable) sold as part of a Software System, the Ordering Documents for a Software System may also include post-deployment Integration Services or other Services which are to be provided following the date of functional demonstration (“Post- Deployment Services”). Post-Deployment Services will be invoiced upon their completion and paid by Customer in accordance with the terms of the MCA. 5. On-Premises Software System Warranty. Subject to the disclaimers in the MCA and any other applicable Addenda, Motorola represents and warrants that, on the System Completion Date for an on- premises Software System described in Section 2.1 – On-Premises Software System, or on the applicable Product Completion Date for a specific Product within such on-premises Software System, if earlier, (a) such Software System or Product will perform in accordance with the descriptions in the applicable Ordering Documents in all material respects, and (b) if Customer has purchased any Equipment or Motorola Licensed Software (but, for clarity, excluding Subscription Software) as part of such on-premises Software System, the warranty period applicable to such Equipment and Motorola Licensed Software will continue for a period of one (1) year commencing upon the System Comp letion Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 54 Date for the Software System that includes such Products, or on the applicable Product Completion Date, if earlier, instead of commencing upon delivery of the Products in accordance with the terms and conditions set forth in Section 6 – Representations and Warranties; Liabilities of the EPSLA. The warranties set forth in the applicable Addenda are not otherwise modified by this SPA. 6. Prohibited Use. Customer will not integrate or use, or permit a third party or an Authorized User to integrate or use, any Non-Motorola Content with or in connection with a Software System or other software Product provided by Motorola under this SPA, without the express written permission of Motorola. 7. API Support. Motorola will use commercially reasonable efforts to maintain its Application Programming Interface (“API”) offered sold in connection with any Software System. APIs will evolve and mature over time, requiring changes and updates. Motorola will use reasonable efforts to continue supporting any version of an API for 6 months after such version is introduced, but if Motorola determines, in its sole discretion, to discontinue support of an API for any reason, Motorola will provide reasonable advance notification to Customer. If an API presents a security risk, Motorola may discontinue an API without prior notice. 8. Support of Downloaded Clients. If Customer purchases any software Product that requires a client installed locally on any Customer-Provided Equipment or Equipment in possession of Customer, Customer will be responsible for downloading and installing the current version of such client, as it may be updated from time to time. Motorola will use reasonable efforts to continue supporting any version of a client for forty-five (45) days following its release, but Motorola may update the current version of its client at any time, including for bug fixes, product improvements, and feature updates, and Motorola makes no representations or warranties that any software Product will support prior versions of a client. 9. Applicable End User Terms. Additional license terms apply to third-party software included in certain software Products which are available online at www.motorolasolutions.com/legal-flow-downs. Customer will comply, and ensure its Authorized Users comply, with all such additional license terms. 10. Additional Terms for On-Premise Software System as a Service. The terms set forth in this Section 10 – Additional Terms for On-Premise Software System as a Service apply in the event Customer purchases an on-premises Software System as a service under this SPA. 10.1. Transition to Subscription License Model. If the Parties mutually agree that any on-premises Subscription Software purchased under this SPA as part of an on-premises Software System as a service will be replaced with or upgraded to Subscription Software hosted in a data center, then upon such time which the Parties execute the applicable Ordering Document, (a) the licenses granted t o such on- premises Subscription Software under the applicable Ordering Document will automatically terminate, (b) Customer and its Authorized Users will cease use of the applicable on-premises copies of Subscription Software, and (c) the replacement hosted Subscription Software provided hereunder will be governed by the terms of the SSA and this SPA. 10.2. Transition Fee. Motorola will not charge additional Fees for Services related to the transition to hosted Subscription Software, as described in Section 10.1 – Transition to Subscription License Model. Notwithstanding the foregoing, subscription Fees for the applicable hosted Subscription Software are subject to the SSA and the applicable Ordering Document, and may be greater than Fees paid by Customer for on-premises Subscription Software. 10.3. Software Decommissioning. Upon (a) transition of the on-premises Software System as a service to Subscription Software hosted in a data center or (b) any termination of the Subscription Software license for the on-premises Software System as a service, Motorola will have the right to enter Customer Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 55 Sites and decommission the applicable on-premises Subscription Software that is installed at Customer’s Site or on Customer-Provided Equipment. For clarity, Customer will retain the right to use Licensed Software that is firmware incorporated into Equipment purchased by Customer from Motorola and any Microsoft operating system Licensed Software. 11. Additional Terms for CAD and Records Products. The terms set forth in this Section 11 – Additional Terms for CAD and Records Products apply in the event Customer purchases any Computer Aided Dispatch (“CAD”) or Records Products under this SPA. 11.1. Support Required. Customer acknowledges and agrees that the licenses granted by Motorola under the Agreement to CAD and Records Products for on-premises Software Systems are conditioned upon Customer purchasing Maintenance and Support Services for such Products during the term of the applicable license. If at any time during the term of any such license, Customer fails to purchase associated Maintenance and Support Services (or pay the fees for such Services), Motorola will have the right to terminate or suspend the software licenses for CAD and Record Products, and this SPA or the applicable Ordering Document. 11.2. CJIS Security Policy. Motorola agrees to support Customer’s obligation to comply with the Federal Bureau of Investigation Criminal Justice Information Services (“CJIS”) Security Policy and will comply with the terms of the CJIS Security Addendum for the term of the Addendum or Ordering Document for the applicable Product. Customer hereby consents to Motorola screened personnel serving as the “escort” within the meaning of CJIS Security Policy for unscreened Motorola personnel that require access to unencrypted Criminal Justice Information for purposes of Product support and development. 12. Additional Cloud Terms. The terms set forth in this Section 12 – Additional Cloud Terms apply in the event Customer purchases any cloud-hosted software Products. 12.1. Data Storage. Motorola will determine, in its sole discretion, the location of the stored content for cloud hosted software Products. All data, replications, and backups will be stored at a location in the United States for Customers in the United States. 12.2. Data Retrieval. Cloud hosted software Products will leverage different types of storage to optimize software, as determined in Motorola’s sole discretion. For multimedia data, such as videos, pictures, audio files, Motorola will, in its sole discretion, determine the type of storage medium used to store the content. The type of storage and medium selected by Motorola will determine the data retrieval speed. Access to content in archival storage may take up to twenty-four (24) hours to be viewable. 12.3. Availability. Motorola will make reasonable efforts to provide monthly availability of 99.9% for cloud hosted software Products with the exception of maintenance windows. There are many factors beyond Motorola’s control that may impact Motorola’s ability to achieve this goal. 12.4. Maintenance. Scheduled maintenance of cloud-hosted software Products will be performed periodically. Motorola will make commercially reasonable efforts to notify customers one (1) week in advance of any such maintenance. Unscheduled and emergency maintenance may be required from time to time. Motorola will make commercially reasonable efforts to notify customers of any unscheduled or emergency maintenance twenty-four (24) hours in advance. 13. Survival. The following provisions will survive the expiration or termination of this SPA for any reason: Section 1 – Addendum; Section 2 – Software Systems; Applicable Terms and Conditions; Section 6 – Prohibited Use; Section 9 – Applicable End User Terms; Section 13 – Survival. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 56 Subscription Software Addendum This Subscription Software Addendum (this “SSA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Master Customer Agreement entered into between the Parties (the “MCA”). Capitalized terms used in this SSA, but not defined herein, will have the meanings set forth in the MCA. 1. Addendum. This SSA governs Customer’s purchase of Subscription Software (and, if set forth in an Ordering Document, related Services) from Motorola, and will form part of the Parties’ Agreement. Additional Subscription Software-specific Addenda or other terms and conditions may apply to certain Subscription Software, where such terms are provided or presented to Customer. 2. Delivery of Subscription Software. 2.1. Delivery. During the applicable Subscription Term (as defined below), Motorola will provide to Customer the Subscription Software set forth in an Ordering Document, in accordance with the terms of the Agreement. Motorola will provide Customer advance notice (which may be provided electronically) of any planned downtime. Delivery will occur upon Customer’s receipt of credentials required for access to the Subscription Software or upon Motorola otherwise providing access to the Subscription Software. If agreed upon in an Ordering Document, Motorola will also provide Services related to such Subscription Software. 2.2. Modifications. In addition to other rights to modify the Products and Services set forth in the MCA, Motorola may modify the Subscription Software, any associated recurring Services and any related systems so long as their functionality (as described in the applicable Ordering Document) is not materially degraded. Documentation for the Subscription Software may be updated to reflect such modifications. For clarity, new features or enhancements that are added to any Subscription Software may be subject to additional Fees. 2.3. User Credentials. If applicable, Motorola will provide Customer with administrative user credentials for the Subscription Software, and Customer will ensure such administrative user credentials are accessed and used only by Customer’s employees with training on their proper use. Customer will protect, and will cause its Authorized Users to protect, the confidentiality and security of all user credentials, including any administrative user credentials, and maintain user credential validity, including by updating passwords. Customer will be liable for any use of the Subscription Software through such user credential (including through any administrative user credentials), including any changes made to the Subscription Software or issues or user impact arising therefrom. To the extent Motorola provides Services to Customer in order to help resolve issues resulting from changes made to the Subscription Software through user credentials, including through any administrative user credentials, or issues otherwise created by Authorized Users, such Services will be billed to Customer on a time and materials basis, and Customer will pay all invoices in accordance with the payment terms of the MCA. 2.4. Beta Services. If Motorola makes any beta version of a software application (“Beta Service”) available to Customer, Customer may choose to use such Beta Service at its own discretion, provided, however, that Customer will use the Beta Service solely for purposes of Customer’s evaluation of such Beta Service, and for no other purpose. Customer acknowledges and agrees that all Beta Services are offered “as-is” and without any representations or warranties or other commitments or protections from Motorola. Motorola will determine the duration of the evaluation period for any Beta Service, in its sole discretion, and Motorola may discontinue any Beta Service at any time. Customer acknowledges that Beta Services, by their nature, have not been fully tested and may contain defects or deficiencies. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 57 3. Subscription Software License and Restrictions. 3.1. Subscription Software License. Subject to Customer’s and its Authorized Users’ compliance with the Agreement, including payment terms, Motorola hereby grants Customer and its Authorized Users a limited, non-transferable, non-sublicenseable, and non-exclusive license to use the Subscription Software identified in an Ordering Document, and the associated Documentation, solely for Customer’s internal business purposes. The foregoing license grant will be limited to use in the territory and to the number of licenses set forth in an Ordering Document (if applicable), and will continue for the applicable Subscription Term. Customer may access, and use the Subscription Software only in Customer’s owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Subscription Software remotely from any location. No custom development work will be performed under this Addendum. 3.2. Customer Restrictions. Customers and Authorized Users will comply with the applicable Documentation and the copyright laws of the United States and all other relevant jurisdictions (including the copyright laws where Customer uses the Subscription Software) in connection with their use of the Subscription Software. Customer will not, and will not allow others including the Authorized Users, to make the Subscription Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; reverse engineer, disassemble, or reprogram software used to provide the Subscription Software or any portion thereof to a human-readable form; modify, create derivative works of, or merge the Subscription Software or software used to provide the Subscription Software with other software; copy, reproduce, distribute, lend, or lease the Subscription Software or Documentation for or to any third party; take any action that would cause the Subscription Software, software used to provide the Subscription Software, or Documentation to be placed in the public domain; use the Subscription Software to compete with Motorola; remove, alter, or obscure, any copyright or other notice; share user credentials (including among Authorized Users); use the Subscription Software to store or transmit malicious code; or attempt to gain unauthorized access to the Subscription Software or its related systems or networks. 4. Term. 4.1. Subscription Terms. The duration of Customer’s subscription to the first Subscription Software and any associated recurring Services ordered under this SSA (or the first Subscription Software or recurring Service, if multiple are ordered at once) will commence upon delivery of such Subscription Software (and recurring Services, if applicable) and will continue for a twelve (12) month period or such longer period identified in an Ordering Document (the “Initial Subscription Period”). Following the Initial Subscription Period, Customer’s subscription to the Subscription Software and any recurring Services will automatically renew for additional twelve (12) month periods (each, a “Renewal Subscription Year”), unless either Party notifies the other Party of its intent not to renew at least thirty (30) days before the conclusion of the then-current Subscription Term. (The Initial Subscription Period and each Renewal Subscription Year will each be referred to herein as a “Subscription Term”.) Motorola may increase Fees prior to any Renewal Subscription Year. In such case, Motorola will notify Customer of such proposed increase no later than thirty (30) days prior to commencement of such Renewal Subscription Year. Unless otherwise specified in the applicable Ordering Document, if Customer orders any additional Subscription Software or recurring Services under this SSA during an in-process Subscription Term, the subscription for each new Subscription Software or recurring Service will (a) commence upon delivery of such Subscription Software or recurring Service, and continue until the conclusion of Customer’s then- current Subscription Term (a “Partial Subscription Year”), and (b) automatically renew for Renewal Subscription Years thereafter, unless either Party notifies the other Party of its intent not to renew at least thirty (30) days before the conclusion of the then-current Subscription Term. Thus, unless otherwise Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 58 specified in the applicable Ordering Document, the Subscription Terms for all Subscription Software and recurring Services hereunder will be synchronized. 4.2. Term. The term of this SSA (the “SSA Term”) will commence upon either (a) the Effective Date of the MCA, if this SSA is attached to the MCA as of such Effective Date, or (b) the SSA Date set forth on the signature page below, if this SSA is executed after the MCA Effective Date, and will continue until the expiration or termination of all Subscription Terms under this SSA, unless this SSA or the Agreement is earlier terminated in accordance with the terms of the Agreement. 4.3. Termination. Notwithstanding the termination provisions of the MCA, Motorola may terminate this SSA (or any Addendum or Ordering Documents hereunder), or suspend delivery of Subscription Software or Services, immediately upon notice to Customer if (a) Customer breaches Section 3 – Subscription Software License and Restrictions of this SSA, or any other provision related to Subscription Software license scope or restrictions set forth in an Addendum or Ordering Document, or (b) it determines that Customer’s use of the Subscription Software poses, or may pose, a security or other risk or adverse impact to any Subscription Software, Motorola, Motorola’s systems, or any third party (including other Motorola customers). Customer acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Subscription Software and Documentation, and that Customer’s breach of the Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Customer breaches this Agreement, in addition to termination, Motorola will be entitled to all available remedies at law or in equity (including immediate injunctive relief). 4.4. Wind Down of Subscription Software. In addition to the termination rights in the MCA, Motorola may terminate any Ordering Document and Subscription Term, in whole or in part, in the event Motorola plans to cease offering the applicable Subscription Software or Service to customers. 5. Payment. 5.1. Payment. Unless otherwise provided in an Ordering Document (and notwithstanding the provisions of the MCA), Customer will prepay an annual subscription Fee set forth in an Ordering Document for each Subscription Software and associated recurring Service, before the commencement of each Subscription Term. For any Partial Subscription Year, the applicable annual subscription Fee will be prorated based on the number of months in the Partial Subscription Year. The annual subscription Fee for Subscription Software and associated recurring Services may include certain one-time Fees, such as start-up fees, license fees, or other fees set forth in an Ordering Document. Motorola will have the right to suspend the Subscription Software and any recurring Services if Customer fails to make any payments when due. 5.2. License True-Up. Motorola will have the right to conduct an audit of total user licenses credentialed by Customer for any Subscription Software during a Subscription Term, and Customer will cooperate with such audit. If Motorola determines that Customer’s usage of the Subscription Software during the applicable Subscription Term exceeded the total number of licenses purchased by Customer, Motorola may invoice Customer for the additional licenses used by Customer, pro -rated for each additional license from the date such license was activated, and Customer will pay such invoice in accordance with the payment terms in the MCA. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 59 6. Liability. 6.1. ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGES SET FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS; (B) DISRUPTION OF OR DAMAGE TO CUSTOMER’S OR THIRD PARTIES’ SYSTEMS, EQUIPMENT, OR DATA, INCLUDING DENIAL OF ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE; (C) AVAILABILITY OR ACCURACY OF ANY DATA AVAILABLE THROUGH THE SUBSCRIPTION SOFTWARE OR SERVICES, OR INTERPRETATION, USE, OR MISUSE THEREOF; (D) TRACKING AND LOCATION-BASED SERVICES; OR (E) BETA SERVICES. 6.2. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed or excluded issues in the MCA or Section 6.1 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable. 7. Motorola as a Controller or Joint Controller. In all instances where Motorola acts as a controller of data, it will comply with the applicable provisions of the Motorola Privacy Statement at https://www.motorolasolutions.com/en_us/about/privacy-policy.html#privacystatement, as may be updated from time to time. Motorola holds all Customer Contact Data as a controller and shall Process such Customer Contact Data in accordance with the Motorola Privacy Statement. In instances where Motorola is acting as a joint controller with Customer, the Parties will enter into a separate Addendum to the Agreement to allocate the respective roles as joint controllers. 8. Survival. The following provisions will survive the expiration or termination of this SSA for any reason: Section 4 – Term; Section 5 – Payment; Section 6.1 – Additional Exclusions; Section 8 – Survival. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 60 Flex Maintenance and Support Addendum This Flex Maintenance and Support Addendum ("Addendum"), is between Motorola Solutions, Inc., (“Motorola"), and Azusa Police Department (“Customer”). For good and valuable consideration, the parties agree as follows: Section 1: Definitions 1.1 “Coverage Hours” means the hours between 5:00 a.m. and 6:00 p.m., Mountain Time, Monday through Friday, excluding regularly scheduled holidays of Motorola. 1.2 “Documentation” means all written or electronic user documentation for the Software provided by Motorola to Customer. Documentation does not include Motorola marketing materials. 1.3 “Enhancement” means any modification or addition that, when made or added to the Software, changes its utility, efficiency, functional capability, or application, but that does not constitute solely an Error Correction. Motorola may designate Enhancements as minor or major, depending on Motorola's assessment of their value and of the function added to the preexisting Software. 1.4 “Error” means any failure of the Software to conform in all material respects to its functional specifications as published from time to time by Motorola, subject to the exceptions set forth in Section 4. 1.5 “Error Correction” means either a software modification or addition that, when made or added to the Software, establishes material conformity of the Software to the functional specifications, or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect on Customer of such nonconformity. Error Correction services are subject to the exceptions set forth in Section 4. 1.6 “Primary Agreement” means the agreement to which this Addendum is attached. 1.7 “Releases” means new versions of the Software, including all Error Corrections and Enhancements. 1.8 “Response Time” means six (6) or less Coverage Hours, from the time Customer first notifies Motorola of an Error until Motorola initiates work toward development of an Error Correction. 1.9 “Software” means the package of Motorola computer program(s), interfaces and/or data, in machine-readable form only, as well as related materials, including Documentation, initially or subsequently licensed by Customer. Software also includes all Utilities, modifications, new Releases and Enhancements. “Software” specifically excludes Third Party Software, except to the extent otherwise expressly stated in this Addendum. 1.10 “System Application Administrator” means an agent of Customer appointed by Customer, who has been certified on the Software by Motorola, pursuant to the procedures set forth in Section 6 hereof, and is able to communicate effectively with Motorola support personnel in the description and resolution of problems associated with the Software. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 61 1.11 “Support Term” means the entire period during which Customer is receiving support services for the Software under the terms of this Support Addendum, beginning on the installation date of the Software. Support services are included during the Software’s Warranty Period, as defined in Section 6.1 of Motorola’s Software License Agreement, which is the “Initial Support Term.” Thereafter, the Support Term shall automatically renew for successive periods of one year each, unless and until terminated pursuant to Section 8 hereof. In no event, however, shall the Support Term extend beyond the term of the Software License. 1.12 “Third Party Software” means software owned by third parties, whether (i) licensed by the third party to Motorola for distribution to Motorola’s customers with the Software, such as mapping software, database software, paging software or open source software, or (ii) separately acquired by Customer as necessary or appropriate for use in conjunction with the Software, such as word processors, spreadsheets, terminal emulators, etc. 1.13 “Utilities” means the software utilities and tools provided by Motorola as part of the Software, including Motorola’s XML Query, ODBC interface and implementation code, ctperl, dbdump, and dbload, as well as any other software utilities provided by Motorola in connection with the Software. Section 2: Eligibility For Support 2.1 Support Termination. Motorola’s obligation to provide the support and maintenance services described in this Support Addendum with respect to the Software may be terminated pursuant to Section 8.2.2 or suspended, at Motorola’s discretion, if at any time during the term of this Support Addendum any of the following requirements are not met: 2.1.1 The Software License must remain valid and in effect at all times; 2.1.2 The Software must be operated on a hardware platform, operating system and version approved by Motorola; and 2.1.3 Customer must be current on payment of maintenance and support fees. 2.2 SAA Replacement. Motorola may require Customer to appoint a new Motorola Application Administrator (“SAA”) in order to continue receiving support services or increase Customer’s support fees, if Motorola reasonably determines that the acting SAA does not have the training or experience necessary to communicate effectively with Motorola support personnel. Section 3: Scope of Services During the Support Term, Motorola shall render the following services in support of the Software, during Coverage Hours: 3.1 Support Center. Motorola shall maintain a Support Services Control Center capable of receiving from the SAA reports of any software irregularities, and requests for assistance in use of the Software. 3.2 Services Staff. Motorola shall maintain a trained staff capable of rendering support services set forth in this Support Addendum. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 62 3.3 Error Correction. Motorola shall be responsible for using all reasonable diligence in correcting verifiable and reproducible Errors when reported to Motorola in accordance with Motorola's standard reporting procedures. Motorola shall, after verifying that such an Error is present, initiate work within the Response Time in a diligent manner toward development of an Error Correction. Following completion of the Error Correction, Motorola shall provide the Error Correction through a "temporary fix" consisting of sufficient programming and operating instructions to implement the Error Correction and Motorola shall include the Error Correction in all subsequent Releases of the Software. Motorola supports two (2) versions back from the most recent release version. However, Motorola may, but is not obligated to, provide Error Corrections for any version of the Software other than the most recent Release. 3.4 Software Releases. Motorola may, from time to time, issue new Releases of the Software to its Customers generally, containing Error Corrections, minor Enhancements, and, in certain instances, if Motorola so elects, major Enhancements. Motorola reserves the right to require additional license fees for major Enhancements. Motorola shall provide Customer with one copy of each new Release, without additional charge. Motorola shall provide reasonable assistance to help Customer install and operate each new Release, provided that such assistance, if required to be provided at Customer's facility, shall be subject to the supplemental charges set forth in Motorola’s current Fee Schedule. 3.5 Enhancements. Motorola shall consider and evaluate the development of Enhancements for the specific use of Customer and shall respond to Customer's requests for additional services pertaining to the Software (including, without limitation, data conversion and report-formatting assistance), provided that such assistance, if agreed to be provided, shall be subject to supplemental charges mutually agreed to in writing by Motorola and Customer. Section 4: Services Not Covered by this Support Addendum The services identified in this section are NOT covered by this Support Addendum. Motorola strongly recommends that Customer secure a separate support agreement with third party vendors for all non - Motorola products. Motorola may, in its discretion, provide such services to Customer upon request, for an additional fee as the parties may agree in writing. 4.1 Third Party Products. Motorola will not provide support for any third party products, including hardware, or support for hardware failure due to the use of any third party products. Motorola may in its discretion provide first-line support for Third Party Software distributed by Motorola; if not, Motorola will refer Customer to the vendor of such software for resolution of support issues. 4.2 Customized Interfaces and Software. Motorola’s standard support does not include support for any custom interfaces or other customized Software developed by Motorola or any third party for Customer. Support and maintenance services for customized Software are subject to an additional support fee, if agreed in writing between the parties. Such support and maintenance services include bug fixes and minor modifications to the custom interface or software. They do NOT include major revisions or rewrites, such as those required to make a custom interface work with a new or upgraded version of the applicable third party software. Custom interfaces and support therefore are specific to the designated version of the applicable third party software or system. Any major changes to such third party software or system will require a new custom quote for Motorola to modify the custom interface to work with the new version of the third party software or system. Motorola’s support fees may also differ for the new version of the custom interface. 4.3 Network Failures. Motorola will not provide support for any network failures or problems including, but not limited to, cabling, communication lines, routers, connectors, and network software. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 63 4.4 Data Recovery. Motorola’s standard support does not include restoration and/or recovery of data files and/or the operating system. Motorola will, upon request of Customer and subject to its then-current fees for such services, use reasonable efforts to assist Customer in recovering lost data. 4.5 Unauthorized Use. Motorola will not provide support where the problem arises out of any breach of warranty, damages to the Software or its database, data corruption, or support issues, security issues, or performance issues arising out of Customer’s or a third party’s use of the Utilities or any software not specifically licensed by Motorola to Customer for use in connection with the Software. Any assistance provided by Motorola in resolving such problems shall be charged to Customer on a time and materials basis. Additionally, any unauthorized use of the Utilities or other software in connection with the Software by Customer (or by a third party with Customer’s knowledge) may result, at Motorola’s sole option, in voidance of warranties, an increase in the annual maintenance and support fees under this Support Addendum, and/or loss of rights to upgrades under this Support Addendum. 4.6 Database Modifications. Motorola will not provide support for any damages to or problems with the Software or its database, data corruption, support issues, security issues, or performance issues arising from Customer’s utilization of the “write” feature of the ODBC interface to write to or modify the database in any way. 4.7 Misuse or Damage. Motorola will not provide support for Software problems caused by Customer misuse, alteration or damage to the Software or Customer’s combining or merging the Software with any hardware or software not supplied by or identified as compatible by Motorola, customizing of programs, accident, neglect, power surge or failure, lightning, operating environment not in conformance with the manufacturer's specifications (for electric power, air quality, humidity or temperature), or Third Party Software or hardware malfunction. 4.8 Operating System. Motorola is not responsible for supporting, configuring, maintaining, or upgrading the operating system, including, but not limited to, backups, restores, fixes, and patches, or for providing assistance with problems caused by operating system installation, configuration, errors, maintenance or repair, or using incorrect versions of the operating system. 4.9 Onsite Visits. Onsite service visits to Customer’s facility by Motorola are subject to additional charges, as set forth in Section 7.5. 4.10 Printers. Motorola is not responsible for supporting printers connected to the back of terminals/personal computers (commonly called pass-through printing) or network printers are not supported by Motorola. Section 5: Obligations of Customer 5.1 Software Connectivity. Customer must maintain and provide, at no cost to Motorola, a CJIS- approved broadband internet connection to the server used with the Software, 24 hours per day, 7 days per week, to facilitate remote support utilities enabling Motorola support personnel to connect to and provide assistance with the server used with the Software. Third party connectivity tools, such as client VPN software, which must be installed on Motorola equipment, cannot be required by Customer. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 64 5.2 Customer Representative During Onsite Visits. Customer’s SAA or another authorized representative of Customer must be present when any onsite support is provided. Customer agrees that if such representative is not present when the Motorola representative arrives onsite, the Mo torola representative shall notify an appropriate representative of Customer, if feasible, that there is no Customer IT representative present. If Customer's IT representative does not arrive within a reasonable time, no work will be performed and Customer will be charged for Motorola’s expenses relating to the visit. If Motorola’s on-site support person determines that changes to Customer’s system (hardware or software) are required or advisable, it will inform Customer’s representative. If such representative is not authorized to make or approve changes to Customer’s system, as applicable, Customer will promptly make available such a person. 5.3 English Language. All communications between Customer and Motorola must be in the English language. 5.4 SAA Assignment. Customer is responsible for providing one or more qualified Motorola Application Administrators as described in Section 6 hereof. At least one authorized representative, identified to Motorola by Customer in writing with contact information, must be available at all times; however, after-hours availability is required only when and if Customer is requesting after-hours support from Motorola. 5.5 Security. Customer is responsible for providing all network and server security. 5.6 Error Information. Customer must provide Motorola with information sufficient for Motorola to duplicate the circumstances under which an Error in the Software became apparent. 5.7 CJIS Compliance. Customer is responsible for its own adherence to the FBI Criminal Justice Information Services (CJIS) Security Policy, the Health Insurance Portability and Accountability Act of 1996 (HIPAA) (to the extent applicable) and any other applicable security and privacy laws and regulations. Motorola will reasonably cooperate with Customer in connection therewith. Section 6: SAA and Support Contact Requirements 6.1 Certification. Customer’s designated SAA must be certified by Motorola within one year of the date of Customer’s cutover to live operation of the Software (“Go-live”). The designated SAA must meet the following requirements in order to certify at the basic level: 6.1.1 Attend and participate in, and successfully pass the final written and practical examinations from the following courses within one hundred twenty (120) days of installation of the Software: i. System Introduction – Inquiry, ii. System Introduction – Data Entry & Modification, iii. Basic System Administration, and iv. General training applicable to the Software used by Customer. 6.1.2 Pass the Basic SAA exam within one year after the agency’s Go-live date. 6.2 SAA Training Costs. Customer will be responsible for the costs of such training, including any course fees, travel, and lodging expenses. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 65 6.3 SAA and Support Contact Information. Contact information for Customer’s SAA(s) and other authorized support contacts must be provided by Customer to Motorola’s Technical Services department. Any changes to Customer’s SAA and support contacts names and contact information must be promptly provided to Motorola’s support department. 6.4 Qualifications. Each designated SAA and Customer support contact must be qualified to address, or have other support resources to address, without the aid of Motorola, all problems relating to hardware, software, or operating system not directly associated with the Software. Section 7: Fees and Charges 7.1 Support Fees. During the Initial Support Term, support services are included as part of the initial purchase price paid by Customer. Thereafter, Customer shall pay Motorola the applicable support fees or Motorola support invoice, and any other charges or fees described herein. Motorola reserves the right to change its support fee, effective upon no less than 90 days written notice to Customer prior to the end of the current annual period. 7.2 Support Fee Invoices. Motorola shall invoice Customer for annual Support Fees at the beginning of each contract year. In the event that additional billable work is performed, all billable charges and expenses will be invoiced to Customer at the beginning of the month following the month in which those charges and expenses accrued or were incurred. Customer shall pay the invoiced amounts immediately upon receipt of such invoices. Any amount not paid within thirty (30) days after the invoice date shall bear interest at the rate of eighteen (18) percent per year or the highest rate allowed by applicable law, whichever is less. 7.3 Equipment Fees. Customer shall be responsible for and agrees to pay the fees and charges incurred for procuring, installing, and maintaining all equipment, telephone lines, modems, communications interfaces, networks, and other products necessary to operate the Software. 7.4 After-Hours Charges. Customer agrees to pay additional charges according to the Motorola Fee Schedule for all work required by Customer and performed outside of Coverage Hours. These charges are applicable for any work performed outside of the Coverage Hours, REGARDLESS OF THE CAUSE, even if the requested work was reported and/or initiated during normal Coverage Hours. 7.5 Onsite Support If Customer requests onsite support services, Customer shall reimburse Motorola for all labor, travel, and related expenses incurred by Motorola in providing such support services. 7.6 Additional Fees. Additional support fees may be required by Motorola if there is a significant increase in Customer's size with respect to use of the Software. An increase in size may arise either out of Customer's internal growth or out of a Host Agency/Shared Agency arrangemen t, if applicable. Relevant factors include number of employees, number of dispatchers and/or number of jail beds. Payment of such additional Support Fees is due within thirty (30) days of the date of the invoice for such fees. Such fees will be prorated, based upon the date during the contract year the increase in Customer's size occurred. Additionally, Motorola may adjust support fees based on changes in (1) additional licenses or modules purchased by Customer, (2) Customer’s hardware, (3) the Coverage Hours selected by Customer, or (4) Customer’s violation of the restrictions set forth in Section 4.5 hereof. Azusa Police Department May 26, 2023 Flex Software and CommandCentral Upgrade Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted FGM21PC12345 Page 66 7.6.1 Inflation Adjustment. At the end of the first year of the Addendum 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). Section 8: Termination 8.1 Automatic Termination. This Support Addendum shall automatically terminate immediately upon termination of the Software License for any reason. 8.2 Termination by a Party. Either party may terminate this Support Addendum as follows: 8.2.1 If either Motorola or Customer provides a written notice to the other party, at least 90 days prior to the end of the then-current Support Term, of its intent to terminate this Support Addendum at the end of such Support Term; or 8.2.2 Upon 30 days prior written notice, if the other party has materially breached any provision of this Support Addendum and the offending party has not cured such breach within the 30-day notice period. 8.3 Final Invoicing upon Termination. Following termination of this Support Addendum, Motorola shall immediately invoice Customer for all accrued fees, charges, and reimbursable expenses; and Customer shall pay the invoiced amount immediately upon receipt of such invoice. Section 9: General 9.1 Incorporation of Additional Terms. The terms of Section 2.1 (Products); Section 6.5 (Warranty Disclaimer); Section 8 (Limitation of Liability); Sections 9 & 10 (Confidentiality and Proprietary Rights); Section 12 (Disputes); and all of the General provisions in Section 13 are hereby incorporated into this Agreement by reference.