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9/21/2021 - ITEM 6 - CONSIDERATION OF PURCHASE OF POLICE AND FIRE RADIO COMMUNICATIONS ITEMSAGENDA ITEM NO. 6 AGENDA STAFF REPORT City of West Covina I Office of the City Manager DATE: September 21, 2021 TO: Mayor and City Council FROM: David Carmany City Manager SUBJECT: CONSIDERATION OF PURCHASE OF POLICE AND FIRE RADIO COMMUNICATIONS ITEMS RECOMMENDATION: It is recommended that the City Council, in accordance with Municipal Code Chapter 2, Article VII, Division 2, Section 2-333(i)(1), waive the bid process by finding that it is impractical to purchase the Police and Fire APX radios and accessories and components in compliance with the formal contract procedures, and authorize the purchase of 373 APX radios with accessories, Device Management system components, and support services, directly from Motorola Solutions, for a total of $3,299,850, including tax, using Federal Coronavirus State & Local Fiscal Recovery Funds previously appropriated in account # 179.80.7003.7900 (CIP Project 22009). BACKGROUND: Public safety communications are a priority concern. Current problems with many elements of the aging equipment now used in the City's two-way radio system are causing operational difficulties which, if allowed to continue, will adversely affect service and create liability. DISCUSSION: On August 17, 2021 (agenda item #4), the City Council approved a list of items to be funded using federal Coronavirus State & Local Fiscal Recovery Funds, and appropriated those funds. Included in that list of items was $3.3 million for Police and Fire Radio Communications Equipment. Obtaining new portable and vehicle mounted radios for the Police and Fire Departments is a longstanding urgent need —some of the older model public safety radios are at the end of their supported useful life. West Covina's public safety radio system is built on Motorola Solutions radio infrastructure items and system components. This is also true of the regional communications networks that West Covina ties into. Specifically, both the multi -agency "Com-Net" Joint Powers Authority (JPA) regional public safety radio system in the San Gabriel Valley, and its larger parent organization, the Intercity Communications Interoperability System JPA ("ICI -System JPA") with its Master Site in Glendale, are Motorola Solutions systems, with proprietary hardware, software, interconnectivity, and system design features that are unique to the manufacturer Motorola. Unlike some other commodities whose manufacturers ship their products to retailers to sell at varying prices determined by the retailers, Motorola Solutions instead sells its proprietary radio equipment directly, or using its network of designated regional authorized distributors. Pricing is uniform, and is determined for all distributors by the manufacturer, Motorola. Occasionally, Motorola negotiates discounted contract pricing, and the ICI System JPA has a current multi -year discount contract in place, concluding at the end of December 2021. Staff from the Police and Fire Departments met with Motorola Solutions representatives, detailing West Covina's specific radio system needs. These include 170 portable APX8000 radios and 130 vehicle mounted APX8500 radios for the Police Department, 41 portable APX8000 radios and 32 vehicle mounted APX8500 radios for the Fire Department, accessories including chargers, microphones, cables, etc., Device Management system components including dedicated laptops for Staff to program and configure the radios, and three years of comprehensive support and repair services. Motorola Solutions submitted the attached comprehensive proposal, #PS-00122049. This proposal includes and references the steeply discounted ICI System contract pricing for equipment, and also includes an additional, smaller discount offered to West Covina that expires on September 30, 2021. The total cost of this comprehensive proposal is $3,299,850, including taxes (Attachment No. 1). Obtaining these new radio items is an urgent need for the both the Police and Fire Departments. It is not practical or economical to obtain multiple price quotes for these radio items —the contract pricing/discounts offered directly by the manufacturer in this proposal are major, saving over $2 million. Furthermore, purely for purposes of demonstration and transparency, staff previously conducted a competitive bid process for these APX radios in 2015—as expected, there was only one bidder, Motorola Solutions. For these reasons, staff recommends that the City Council authorize the purchase of these radio items directly from the manufacturer, Motorola Solutions, in accordance with Municipal Code Chapter 2, Article VII, Division 2, Section 2-333(i) 0). OPTIONS: The City Council has the following options: 1. Approve staffs recommendation; or 2. Provide alternative direction. Prepared by: Alex B. Houston, Police Administrative Services Manager Additional Richard Bell, Chief of Police Approval: Additional Vincent Capelle, Fire Chief Approval: Fiscal Impact FISCAL IMPACT: Federal Coronavirus State & Local Fiscal Recovery Funds were previously approved and appropriated by the City Council for these Police and Fire Radio communications equipment items, in account # 179.80.7003.7900 (CIP Project 22009). There is no impact on the City General Fund. Attachments Attachment No. 1 -Motorola Solutions Proposal PS-00122049 CITY Maintain and Enhance City Facilities and Infrastructure COUNCIL Protect Public Safety GOALS & Respond to the Global COVID-19 Pandemic OBJECTIVES: �;- ATTACHMENT 0.1 © MOTOROLA SOLUTIONS CITY OF WEST COVINA PS-00122049 7 P- rpm& The design, technical, pricing, and other information ('Information") furnished with this submission is proprietary and/or trade secret information of Motorola Solutions, Inc. ("Motorola Solutions") and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola Solutions. MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2021 Motorola Solutions, Inc. All rights reserved. IL TABLE OF CONTENTS Contents Section1.......................................................................................................... 1-1 SolutonDescription.......................................................................................... 1-1 1.1 Solution Overview...............................................................................................................1-1 1.2 System Components........................................................................................................... 1-1 1.2.1 APX 8000 Portable Radio................................................................................................ 1-1 1.2.2 APX 8500 Mobile Radio...................................................................................................1-3 1.2.3 E5 Control Head.............................................................................................................. 1-4 Section2.......................................................................................................... 2-5 Services........................................................................................................... 2-5 2.1 Device Management Services Overview............................................................................. 2-5 2.2 Radio Management Software Licensing.............................................................................. 2-5 2.2.1 Radio Management Hosting............................................................................................ 2-5 2.2.2 MyView Portal................................................................................................................. 2-6 2.3 Radio Management Technical Support................................................................................ 2-6 2.4 On -Site Setup Assistance.................................................................................................... 2-6 2.5 Radio Management Training............................................................................................... 2-6 Section3.......................................................................................................... 3-1 Implementation Plan......................................................................................... 3-1 3.1 Statement of Work............................................................................................................... 3-1 3.2 Assumptions........................................................................................................................3-5 3.3 Preliminary Project Schedule.............................................................................................. 3-6 Section4.......................................................................................................... 4-1 Equipmentlist................................................................................................... 4-1 4.1 Subscriber Equipment.........................................................................................................4-1 4.2 DMS Equipment..................................................................................................................4-4 Section5.......................................................................................................... 5-1 Pricing.............................................................................................................. 5-1 5.1 Device Management Services Pricing................................................................................. 5-2 5.2 Standard Payment Terms.................................................................................................... 5-2 City of West Covina September 3, 2021 APX Subscribers With DMSO Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Table of Contents i Section6.......................................................................................................... 6-1 Contractual Documentation.............................................................................. 6-1 Section7.......................................................................................................... 7-1 OurCommitment.............................................................................................. 7-1 City of West Covina APX Subscribers With DMSO September 3, 2021 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Table of Contents ii Motorola Solutions, Inc. 500 W. Monroe Chicago, IL 60661 USA September 3, 2021 Alex Houston Administrative Services Manager City of West Covina Police 1444 W. Garvey Ave S. West Covina, CA 91790 Subject: APX Subscribers With DMSO Dear Mr. Houston, © MOTOROLA SOLUTIONS Tel. + 1 847 576 5000 Fax + 1 847 538 6020 Motorola Solutions, Inc. ("Motorola Solutions") is pleased to have the opportunity to provide City of West Covina with quality communications equipment and services. The Motorola Solutions project team has taken great care to propose a solution that addresses your needs and provides exceptional value. To best meet the functional and operational specifications of this solicitation, our solution includes a combination of hardware, software, and services. Specifically, this solution is for the Subscribers and Device Management Services and provides: • APX 8000 All Band Portable Radios • APX 8500 All Band Mobile Radios • Mobile installation for 130 Police Black and White Vehicles and 26 Fire Apparatus • Initial programming touch for all subscribers • 3 years - Device Management Services (Advanced Package) • Device Management Training Motorola Solution's proposal is valid till September 30, 2021 and is subject to the terms and conditions contained in the Amended and Restated Master Purchase and Service Agreement, dated October 31, 2011, between Motorola and the City of Glendale ("Agreement") together with the enclosed terms and conditions. Pricing is as set forth in the existing Los Angeles County Contract. As an Eligible Purchaser under the Agreement, the City of West Covina may accept this proposal by issuing a Purchase Order referencing the Agreement and this proposal. Any questions West Covina has regarding this proposal can be directed to Denis Redzepagic, Sr. Account Executive at (619) 577-3619, (denis.redzepagic@motorolasolutions.com). We thank you for the opportunity to furnish City of West Covina with "best in class" solutions and we hope to strengthen our relationship by implementing this project. Our goal is to provide you with the best products and services available in the communications industry. Sincerely, 9"&UW��U4, Jerry Burch MSSSI Vice President Motorola Solutions, Inc. City of West Covina September 3, 2021 SECTION I SOLUTON DESCRIPTION 1.1 SOLUTION OVERVIEW Motorola Solution proposes new APX Mobiles and Portables for the City of West Covina. Motorola has provided installation services based on the information provided by the City. To better manage these new subscribes Motorola has included three (3) years of Device Management Services (DMS) formally known as Radio Management. Components of each aspect of the proposed hardware is detailed in section 1.2 System Components. Below is a breakdown of subscribers by department: • West Covina Police (170) APX 8000 All Band Portables (130) APX 8500 All Band Mobiles Various Accessories • West Covina Fire o (41) APX 8000 All Band Portables o (52) APX 8500 All Band Mobiles o Various Accessories 1.2 SYSTEM COMPONENTS Motorola Solutions proposal contains a combination of subscribers for both Police and Fire as well as DMS to manage the subscribers. Components included in this proposal are described in this section. 1.2.1 APX 8000 Portable Radio The APX 8000 is Motorola Solutions' first all -band P25 portable radio, created specifically for mission- critical first responders who need to communicate across all frequency bands using the same device. It is a 4-in-1 radio that offers multi -band interoperability, with the clearest and loudest audio on the market as well as seamless Wi-Fi connectivity. With four RF bands and multi - mode system access, the APX 8000 enables radio users to communicate across 700 MHz, 800MHz, VHF and UHF Bands 1 and 2. The APX 8000 offers backward and forward compatibility (FDMA and TDMA) and integrated GPS for outdoor location tracking. Designed with mission -critical technology, the APX 8000 amplifies the public safety official's ability to keep the community safer than ever before. With four RF bands and multi -mode system access, the APX 8000 knows no limits when it comes to interoperability. With Wi-Fi access, the APX 8000 can quickly receive new ram R�n:�aa:a�arm�.�,nFY•� Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Soluton Description 1-1 City of West Covina September 3, 2021 codeplugs, firmware, and software features in order to redeploy the radio fleet with ease as users continue talking without interruption. Intuitively designed with a familiar look and feel, the compact APX 8000 is always comfortable to use, while the Adaptive Audio Engine and ultra -loud speaker bring clarity into every conversation. Some of the standard features and benefits of the APX 8000 are identified below: All -Band Interoperability— The APX 8000 offers four -band multi -mode interoperability with systems in 700 MHz, 800 MHz, VHF, and UHF frequency bands. Enhanced Efficiency and Safety through the Seamless Integration of Voice and Data Capabilities — Incorporating Wi-Fi, IV&D, and P25 data connectivity in one radio enables voice and data radio transmissions. Management and configuration of each radio becomes transparent, with new software or data upgrades occurring while the user continues to communicate via voice over the radio, resulting in no "shut- down" times. GPS Outdoor Personnel Tracking enables each radio user's location to be shared, resulting in more efficient task assignment and enhanced radio user safety. Mission Critical Wireless Bluetooth allows the radio to connect quickly and securely with remote speaker microphones, surveillance kits, and the LEX L10 Mission -Critical LTE Handheld for remote radio control. Off -the -shelf Bluetooth audio and data accessories are also supported on all APX 8000 radios. Hear and be Heard More Clearly — First responders and other critical personnel must be able to communicate and coordinate their actions even in chaotic, high - noise environments. An adaptive audio engine and ultra -loud speaker enable the radio to automatically adjust to consistently produce the loudest and clearest audio in any environment. Adaptive dual -sided operation uses beam -forming technology to allow the radio user to speak into either side of the radio. Adaptive noise suppression adjusts the audio algorithm to cancel out the background noise as it changes in the radio user's environment. Adaptive speaker equalization automatically adjusts the 3 Watt loud speaker settings based on volume selection to optimize sound for the talker's authenticity and speech intelligibility at low or high volumes. Adaptive Windporting engages a third microphone to cancel out wind noise. Comfortable Design — This compact, rugged, and secure radio has been made with the user's comfort in mind. The familiar look and feel of the APX 8000 was modeled after Motorola Solutions' award winning APX 6000 radio design, and enhanced with the RF band access of the APX 7000. A flexible all -band antenna bends easily while the radio user is moving around on the job, ensuring the antenna never gets in the way of doing their job. Rugged, Robust, and Reliable Design Features — The APX 8000 portable radio is ready for unpredictable environments by incorporating the most durable features to ensure radio functionality. Water -Tight Seal protects the radio's interior from water intrusion, even if the outer housing is breached, with a shock- absorbing aluminum alloy endoskeleton. The IP 68 standard rating ensures that the APX 8000 can withstand 2 meters of water submersion for 2 hours. The Delta-T option can be added on to this radio to ensure it can withstand 2 meters of water submersion for 4 hours. Drop -Resistant Dual Battery Latch protects the radio from resetting, powering off, or ejecting the battery upon impact from being dropped. Tempered Glass Display protects the radio's color display user interface from scratches, impact, and pressure. Secure Communications — The APX 8000 is designed to secure and protect voice and data information from unwanted intruders. Multiple Hardware Encryption Algorithms (ex: AES, DES, ADP with up to 128 keys) ensure that sensitive APX Subscribers With DMSO Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Soluton Description 1-2 City of West Covina September 3, 2021 information stays protected from scanners and eavesdroppers. Over -the -Air Re - Keying (OTAR) offers the ability to efficiently rekey and update encryption keys of fielded radios over time. P25 Radio Authentication ensures that only valid users can access the system and all sensitive information. Two -Factor Authentication allows users to securely log in to query databases. Motorola has proposed The APX 8000 3.5 configuration to meet the needs of West Covina. This configuration includes: 1.2.2 APX 8500 Mobile Radio The APX 8500 is Motorola Solutions' first all - band P25 mobile radio, created specifically for mission -critical first responders, who need to communicate across all frequency bands using the same device. It is a 4-in-1 radio that offers four RF bands and multi -mode system access. The APX 8500 enables radio users to communicate across 700 MHz, 800MHz, VHF and UHF Bands 1 and 2. Designed with mission- critical technology, the APX 8500 amplifies a radio user with the ability to keep the community safer than ever before. With four RF bands and multi -mode system access, the APX 8500 knows no limits when it comes to interoperability. Some of its standard features and benefits are identified below: • All -Band Interoperability — The APX 8500 offers four -band multi -mode interoperability with systems in 700 MHz, 800 MHz, VHF, and UHF frequency bands. • Multiple Control Head Options — The APX 8500 mobile radio can be controlled by multiple control heads, with four different wired locations. There are five control heads available for the APX 8500: The 02 Rugged Control Head, 03 Handheld Control Head, E5 Standard Control Head, 07 Enhanced Control Head, and 09 Integrated Control Head. Dual control head support is offered for the 02, E5, and 07 control heads. • Easy to Install —The APX 8500's Mid -Power Model has been designed to fit into any existing Motorola XTL footprint, so no further installation is necessary. The High - Power Model has been designed with a trunion design that secures the mobile while enabling it to be removed without also removing connecting cables. • Meet Radio Users' Needs — The APX 8500 is compatible with the following optional advanced features and data applications: Programming over Project 25 (POP25), F- IM.7 aaMMUTAilCUT6X Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Soluton Description 1-3 City of West Covina September 3, 2021 Text Messaging, Over the Air Rekeying (OTAR), 12 character RF ID asset tracking, Tactical OTAR Siren and Light Interface Module, and Enhanced Encryption Software Options. 1.2.3 E5 Control Head Motorola Solutions' E5 Control Head offers enhanced features and advanced ergonomics to support first responders wherever the mission takes them. The 3.3" LCD color display with anti -reflective Gorilla Glass lens offers a higher resolution and better readability in different lighting conditions, while Night Mode features eight dimming levels to allow greater control of lighting from shift to shift. The enhanced intelligent lighting features include Channel Backlight Color that allows users to assign channels with t: ,� ,„, �,` TaetiCat s specific colors for clear designation. The E5's wider screen offers split screen APX Dual Radio capabilities, allowing users to monitor information on both Primary and Secondary radios at the same time. Separate volume and channel knobs, relocated home, dim, and power on/off buttons, are all specifically placed to avoid inadvertent actuation in emergency situations. The E5 Control Head offers the following features: • SmartConnect compatibility to support seamless communication by leveraging supported broadband networks from a vehicle. This extends Land Mobile Radio (LMR) networks to get voice and data coverage outside normal LMR service areas • Five programmable soft keys, support for keypad microphone, and additional programmable "P" button. • Motorcycle configuration. • E5 CHIB, while retaining the same screw location and bracket strategy as previous Motorola Solutions models for an easier installation. • Meets Military Specs 810 (C, D, E, F, G & H). ram R�n:�aa:a�rrm�.�,� FY•� Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Soluton Description 1-4 City of West Covina September 3, 2021 SECTION 2 SERVICES 2.1 DEVICE MANAGEMENT SERVICES OVERVIEW Managing user radio configurations can be a laborious, time intensive process that distracts West Covina's personnel from their core objectives. To provide West Covina with more efficient user radio fleet management and expert support, Motorola Solutions proposes the Advanced tier of our Device Management Services (DMS Advanced) for APXTm radios. DMS Advanced enables you to keep your APX two-way user radio fleet up-to-date and organized with minimal effort. Motorola Solutions proposes to provide West Covina with the following DMS Advanced elements: • A subscription license to Motorola Solutions' Radio Management (RM) programming tool. The subscription license included in this proposal is for 393 APX user radios. o The RM Device Programmer and RM Client software will reside on a Motorola - supplied computer, to be located on the City of West Covina premises. o The RM Server and RM Job Processor software will be hosted by Motorola Solutions and remotely accessed by West Covina through a secure Internet connection. Hosted service includes access to Motorola Solution's MyView Portal. • Technical Support for the Radio Management tool. • On -Site Setup Assistance. • Radio Management User Training. • APX Radio Hardware Repair for 393 APX radios. The following sections describe the services included with DMS Advanced. 2.2 RADIO MANAGEMENT SOFTWARE LICENSING Radio Management is a radio programming software tool that helps streamline the configuration and administration of West Covina's APX user radio fleet, and reduces programming time. Instead of programming one radio at a time, West Covina's technicians will be able to use Batch Programming to create codeplugs, program radios, and update firmware on multiple radios simultaneously via USB or Wi-Fi connections. 2.2.1 Radio Management Hosting Motorola Solutions will host West Covina's Radio Management database, configurations, and codeplug data on Motorola Solutions' secure hosted server, removing the burden of server management and improving programming efficiency. Hosting data in Motorola Solutions' server frees West Covina from managing server security, maintenance, patching, and backup. Since the data is stored in a secure, remote server, West Covina's personnel will be able to program radios from any location with Internet access. ra�R�n:�aa:�r�rrm�■�„FY•� Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Services 2-5 City of West Covina September 3, 2021 2.2.2 MyView Portal MyView Portal is a secure, web -based tool for consolidating and accessing service information and West Covina's inventory data. West Covina personnel will be able to use MyView Portal to track information pertaining to Motorola Solutions -provided services, such as the status of repair work, preventive maintenance, and support tickets. To help West Covina review and manage your APX user radio fleet, your personnel will be able to access key user radio information, including serial number, unit number, current configuration, and current firmware version. With a few clicks on any web enabled device, personnel will be able to retrieve status information on West Covina's APX user radio fleet and provide it to management and end -users. 2.3 RADIO MANAGEMENT TECHNICAL SUPPORT Motorola Solutions Radio Management Technical Support will be available to assist with diagnosing and resolving any Radio Management software malfunctions. Motorola Solutions applies leading industry standards in recording, monitoring, escalating, and reporting technical support calls to provide the support needed to resolve issues quickly. 2.4 ON -SITE SETUP ASSISTANCE On -Site Setup is designed to assist West Covina in the deployment and initial configuration of the Radio Management tool, and provide West Covina's personnel with foundational understanding of the core features and functions of the tool. During setup, West Covina's personnel will shadow a Motorola Solutions technician as they set up access to the hosted Radio Management software, configure a programming client, and commission an initial group of radios to test the Radio Management software's functionality. Technicians from West Covina's team will be able to observe the process, learning optimal methods for setting up and operating the Radio Management software. 2.5 RADIO MANAGEMENT TRAINING Motorola Solutions will supply Radio Management training courses for West Covina's personnel, providing them with an in-depth understanding of the programming tool. Motorola has proposed on -site training for 4 students to be conducted at West Covina's facility. ra�R�n:�aa:�r�rrm�■�„FY.� Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Services 2-6 City of West Covina September 3, 2021 SECTION 3 IMPLEMENTATION PLAN 3.1 STATEMENT OF WORK Motorola is proposing to City of West Covina the installation and configuration of the following MotorolaTasks INITIATIONPIPROJECT _111w- Contract Finalization and Team Creation Execute contract and distribute contract documents. X X Assign a Project Manager as a single point of contact. X X Assign resources. X X Schedule project kickoff meeting. X X Deliverable: Signed contract, defined project team, and scheduled project kickoff meeting. Project Administration that project team members attend all meetings relevant to their X X role on the project. Set up the project in the Motorola information system. X Record and distribute project status meeting minutes. X Maintain responsibility for third -party services contracted by Motorola. X Complete assigned project tasks according to the project schedule. X X Submit project milestone completion documents. X Upon completion of tasks, approve project milestone completion X documents. Conduct all project work Monday thru Friday, 8:00 a.m. to 5:00 p.m.). X Deliverable: Completed and approved project milestones throughout the project. Project Introduce team, review roles, and decision authority. X X Present project scope and objectives. X Review SOW responsibilities and project schedule. X X Schedule Design Review. X X Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Implementation Plan 3-1 City of West Covina September 3, 2021 Tasks Motorola West Covina Deliverable: Completed project kickoff and scheduled Design Review. Design Review West Covina's operational requirements. X X Present the system design and operational requirements for the X solution. Present installation plan. X Present configuration and details of sites required by system design. X Validate that West Covina's sites can accommodate proposed X X equipment. Provide approvals required to add equipment to proposed existing X sites. Review safety, security, and site access procedures. X Present equipment layout plans and system design drawings. X Provide information on existing system interfaces. X Provide frequency and radio information for each department. X Assume liability and responsibility for proving all information necessary X for complete installation. Assume responsibility for issues outside of Motorola's control. X Review and update design documents, including System Description, Statement of Work, Project Schedule, and Acceptance Test Plan, X based on Design Review a reements. Provide minimum acceptable performance specifications for West Covina provided hardware, software, LAN, WAN and Internet X connectivity. Execute Change Order in accordance with all material changes to the X Contract resulting from the Design Review. Deliverable: Finalized design documentation based upon "frozen" design, along with any relevant Change Order documentation. PREPARATIONSITE D DEVELOPMENT Site Planning Provide necessary buildings, equipment shelters, and towers for X installation of system equipment. Provide the R56 requirements for space, power, grounding, HVAC, and X connectivity requirements at each site. Provide adequate electrical power in proper phase and voltage at sites. X Confirm that there is adequate utility service to support the new X equipment and ancillary equipment. Prepare equipment room drawings showing the layout of new and X existing equipment. Ensure that required rack space is available for installation of the new X equipment. ril RYn-7 IMr UTA7.1aMS] Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Implementation Plan 3-2 City of West Covina September 3, 2021 Tasks Motorola Deliverable: Information and permitting requirements completed at each site. Equipment Shipment Storage and Provide secure location for solution equipment. X Pack and ship solution equipment to the identified, or site locations. X Receive solution equipment. X Inventory solution equipment. X Deliverable: Solution equipment received and ready for installation Mobile Deliver equipment to installation location. X Coordinate receipt of and inventory solution equipment with designated X contact. Install all equipment as outlined in the System Description based upon the agreed -upon vehicle design, connecting audio, control, and radio transmission cables to connect equipment to the power panels or X receptacles, and audio/control line connection points. Installation performed in accordance with R56 standards and state/local codes. Provide vehicles for installation based on agreed upon schedule X between West Covina and MSI PM Label equipment. X Perform preliminary audit of installed equipment to ensure compliance X with requirements and R56 standards. Remove, transport, and dispose of old equipment. X X Deliverable: Mobiles installed. DMS Installation Deliver equipment to installation location. X Coordinate receipt of and inventory solution equipment with designated X contact. Provide codeplug information to Motorola X Review and verify codeplug validity X Install all equipment as outlined in the System Description based upon X the agreed -upon design. Provide IT assistance to connect DMS to City Wi-Fi network. X Label equipment. X Perform preliminary audit of installed equipment to ensure compliance X with requirements and R56 standards. Deliverable: DMS Infrastructure installation complete rat I n.7 an"Er MAi1.da6M Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Implementation Plan 3-3 City of West Covina September 3, 2021 Motorola West Covina SubscriberTasks DMS .. Deliver subscriber equipment to installation location. X Coordinate receipt of and inventory solution equipment with designated X contact. Provide location and space for technician setup X Provide access to City Secure Wi-Fi X Power up subscribers, connect to customer provided Wi-Fi X Push codeplug from DMS to units X Perform verification of codeplug entry and document results X Deliverable: All subscribers programmed with customer provided template .-O Cutover Finalize Cutover Plan. X X Provide ongoing communication with users regarding the project and X X schedule. Cut over users and ensure that user radios are operating on system. X Resolve punchlist items, documented during the testing phase, in order X to meet all the criteria for finals stem acceptance. Assist Motorola with resolution of identified punchlist items by providing support, such as access to the sites, equipment and system, and X approval of the resolved punchlist items. Deliverable: Migration to new subscribers completed, and punchlist items resolved. Transition to Warranty Review the items necessary for transitioning the project to warranty X support and service. Motorola to provide subscription services during year 3 which align with X the proposed services. Participate in the Transition Service/Project Transition Certificate (PTC) X process. Deliverable: Service information delivered and approved by West Covina Finalize Documentation and Project Provide manufacturer's installation material, part list and other related X material to West Covina upon project completion. Provide an electronic as -built system manual on CD or other West Covina's preferred electronic media. The documentation will include the following: X • Site Block Diagrams. • Site Floor Plans where applicable). rat In7 IMr UTA7.]rA[Y•1 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Implementation Plan 3-4 City of West Covina September 3, 2021 Tasks Motorola West Covina - Test Checklists. - Equipment Inventory List. - Maintenance Manuals (where applicable). - Technical Service Manuals (where applicable). Drawings will be delivered in Adobe PDF format. Receive and approve documentation. X Execute Final Project Acceptance. X X Deliverable: All required documents are provided and approved. Final Project Acceptance. 3.2 ASSUMPTIONS Motorola has made several assumptions in preparing this proposal, which are noted below. In order to provide a firm quote, Motorola will need to verify all assumptions or seek alternate solutions in the case of invalid assumptions. • Installation team will use existing installed radio data cables for mobile installations. Should the cables be deemed unacceptable for use, a change order and revised installation schedule will be provided to West Covina. • West Covina will be responsible for configuring City's network connection for DMS, including existing Wi-Fi access points, Internet facing firewalls, routers, and switches. • Motorola will work with West Covina to verify up to six codeplugs validity on the new APX8000 and APX8500 subscribers. If additional codeplug verification, modification, or creation is required of Motorola, West Covina will be provided a change order and revised project schedule for the additional services. • All existing sites or equipment locations will have sufficient space for the DMS on - premise equipment as required/specified by R56. • All existing sites or equipment locations will have adequate electrical power in the proper phase and voltage and site grounding to support the requirements of the DMS on - premise equipment. • Any site/location upgrades or modifications are the responsibility of the customer. • Approved local, State or Federal permits as may be required for the installation and operation of the proposed equipment are the responsibility of the customer. • Any required system interconnections not specifically outlined here will be provided by the Customer. These may include dedicated phone circuits, WIFI or other types of connectivity. • Motorola is not responsible for interference caused or received by the Motorola provided equipment except for interference that is directly caused by the Motorola provided transmitter(s) to the Motorola provided receiver(s). Should the Customer's system experience interference, Motorola can be contracted to investigate the source and recommend solutions to mitigate the issue. • The total duration of this project is estimated to be 4 months. If the actual project takes much longer than the 4 month period due to factors outside of Motorola's control, a change order and revised project schedule will be provided to West Covina. ram R�n:�aa:�r�rrm�.�,� FY•� Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Implementation Plan 3-5 City of West Covina September 3, 2021 • The on -premise RM Device Programmer requires multicast network support on the City's existing Wi-Fi access point. Connection between this RM Device Programmer to the DMS cloud -hosted RM Server and Job Processor will be unicast. • APX8000 and APX8500 rely on 2.4GHz Wi-Fi spectrum, secured via WPA-2, WPA, or WEP security protocols. Wi-Fi certificates are not supported. • Even though West Covina Police and West Covina Fire will receive separate user accounts, they will be managing their radios on the same RM database. Once logged on, this means that PD personnel can see Fire radios and vice versa. 3.3 PRELIMINARY PROJECT SCHEDULE The estimated time for completion of the project is 4 months from Project Kickoff through Final Project Acceptance. A project specific schedule will be prepared by the assigned Motorola Solutions Project Manager during the Detailed Design Review, and then reviewed and approved by West Covina. Schedule time frame variables include: equipment lead times, vehicle availability, and installation coordination. ra�R�n:�aa:�r�rrm�■�„FY•� Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Implementation Plan 3-6 City of West Covina September 3, 2021 SECTION 4 EQUIPMENT LIST 4.1 SUBSCRIBER EQUIPMENT MY. Item Number Description Covina Police APXTm 8000 Series 170 H91TGD9PW7AN APX 8000 ALL BAND PORTABLE MODEL 3.5. 170 Q806CB ADD: ASTRO DIGITAL CAI OPERATION. 170 Q361AN ADD: P25 9600 BAUD TRUNKING. 170 Q58AL ADD: 3Y ESSENTIAL SERVICE. 170 QA00580AA ADD: TDMA OPERATION. 170 Q15AJ ADD: AES/DES-XL/DES-OFB ENCRYPTION AND ADP. 170 QA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING. 170 QA09001AB ADD: WIFI CAPABILITY. 170 Q498AU ENH: ASTRO 25 OTAR W/ MULTIKEY. 170 H38BS ADD: SMARTZONE OPERATION. 170 G996AP ADD: PROGRAMMING OVER P25 (OTAP). 170 QA05573AA ALT: LI-ION IMPRES 2 IP68 5100MAH. APXTm 8500 130 M37TSS9PW1AN APX8500 ALL BAND MP MOBILE. 130 G851AG ADD: AES/DES-XL/DES-OFB ENCRYP APX AND ADP. 130 GA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING. 130 G831AD ADD: SPKR 15W WATER RESISTANT. 130 G996AS ENH: OVER THE AIR PROVISIONING. 130 GA00250AA ADD: WIFI/GNSS STUBBY ANTENNA LMR240. 130 GA00580AA ADD: TDMA OPERATION. 130 GA01513AB ADD: ALL BAND MOBILE ANTENNA 7/8/V/U . 130 G51AT ENH:SMARTZONE. 130 G78AT ENH: 3 YEAR ESSENTIAL SVC. 130 G892AB ENH:HAND MIC,GCAI WTR RESISTANT APX. 130 G298AS ENH: ASTRO 25 OTAR W/ MULTIKEY. 130 GA09001AA ADD: WI-FI CAPABILITY. 130 G444AH ADD: APX CONTROL HEAD SOFTWARE. 130 G67EH ADD: REMOTE MOUNT E5 MP. 130 GA01517AA DEL: NO J600 ADAPTER CABLE NEEDED. 130 G806BL ENH: ASTRO DIGITAL CAI OP APX. 130 GA01670AA ADD: APX E5 CONTROL HEAD. 130 G361AH ENH: P25 TRUNKING SOFTWARE APX. Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Equipment list 4-1 City of West Covina September 3, 2021 QtY. Item NumberDescription West Covina Fire APXTm 8000 Series 41 H91TGD9PW7AN APX 8000 ALL BAND PORTABLE MODEL 3.5. 41 Q806CB ADD: ASTRO DIGITAL CAI OPERATION. 41 QA05595AA ALT: BATT IMPRES 2 LIION DIV2 4850. 41 Q361AN ADD: P25 9600 BAUD TRUNKING. 41 QA02006AC ENH: APX8000XE RUGGED RADIO. 41 Q58AL ADD: 3Y ESSENTIAL SERVICE. 41 QA00580AA ADD: TDMA OPERATION. 41 Q15AJ ADD: AES/DES-XUDES-OFB ENCRYPTION AND ADP. 41 Q53AF ADD: FRONT PANEL PROGRAMMING & CLONING. 41 QA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING. 41 QA09001AB ADD: WIFI CAPABILITY. 41 Q498AU ENH: ASTRO 25 OTAR W/ MULTIKEY. 41 H38BS ADD: SMARTZONE OPERATION. 41 G996AP ADD: PROGRAMMING OVER P25 (OTAP). 41 QA01427AG ALT: APX8000/XE HOUSING GREEN. APXTM 8500 32 M37TSS9PW1AN APX8500 ALL BAND MP MOBILE. 32 G851AG ADD: AES/DES-XUDES-OFB ENCRYP APX AND ADP. 32 GA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING. 32 G996AS ENH: OVER THE AIR PROVISIONING. 32 GA00250AA ADD: WIFI/GNSS STUBBY ANTENNA LMR240. 32 GA00580AA ADD: TDMA OPERATION. 32 GA01513AB ADD: ALL BAND MOBILE ANTENNA 7/8/V/U . 32 G51AT ENH:SMARTZONE. 32 G78AT ENH: 3 YEAR ESSENTIAL SVC. 32 G298AS ENH: ASTRO 25 OTAR W/ MULTIKEY. 32 GA09001AA ADD: WI-FI CAPABILITY. 32 G444AH ADD: APX CONTROL HEAD SOFTWARE. 32 G67EH ADD: REMOTE MOUNT E5 MP. 32 GA01517AA DEL: NO J600 ADAPTER CABLE NEEDED. 32 G806BL ENH: ASTRO DIGITAL CAI OP APX. 32 GA01670AA ADD: APX E5 CONTROL HEAD. 32 G361AH ENH: P25 TRUNKING SOFTWARE APX. 32 B18CR ADD: AUXILIARY SPKR 7.5 WATT APX. 32 W22BA ADD: STD PALM MICROPHONE APX. APXTM 8500 20 M37TSS9PW1AN APX8500 ALL BAND MP MOBILE. 20 G851AG ADD: AES/DES-XUDES-OFB ENCRYP APX AND ADP. Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Equipment list 4-2 City of West Covina September 3, 2021 QtY. Item Number GA09007AA Description20 ADD: OUT OF THE BOX WIFI PROVISIONING. 40 G831AD ADD: SPKR 15W WATER RESISTANT. 20 G996AS ENH: OVER THE AIR PROVISIONING. 20 GA00250AA ADD: WIFI/GNSS STUBBY ANTENNA LMR240. 20 GA00580AA ADD: TDMA OPERATION. 20 GA01513AB ADD: ALL BAND MOBILE ANTENNA 7/8/V/U . 40 G628AC ADD: REMOTE MOUNT CABLE 17 FT APX. 20 G51AT ENH:SMARTZONE. 20 G78AT ENH: 3 YEAR ESSENTIAL SVC. 20 GA00092AU ADD: APXM DUAL E5 CH. 40 G892AB ENH:HAND MIC,GCAI WTR RESISTANT APX. 20 G298AS ENH: ASTRO 25 OTAR W/ MULTIKEY. 20 GA09001AA ADD: WI-FI CAPABILITY. 40 G444AH ADD: APX CONTROL HEAD SOFTWARE. 40 G67EH ADD: REMOTE MOUNT E5 MP. 40 GA01517AA DEL: NO J600 ADAPTER CABLE NEEDED. 40 G806BL ENH: ASTRO DIGITAL CAI OF APX. 40 GA01670AA ADD: APX E5 CONTROL HEAD. 20 G361AH ENH: P25 TRUNKING SOFTWARE APX. Police Standalone Items 170 NNTN8863A CHARGER, SINGLE -UNIT, IMPRES 2, 3A, 100-240VAC, US/NA PLUG. 170 BDN6783B AUDIO ACCY ADPT 3.5MM W/PTT. 170 PMNN4494A BATT IMPRES 2 LIION R IP68 5100T. 170 NMN6274B IMPRES XP RSM FOR APX W/ DUAL MIC NOISE SUPPRESSION, 3.5MM THIRD JACK. Fire Standalone Items 12 PMPN4174A CHGR DESKTOP SINGLE UNIT IMPRES, US/NA. 3 PMPN4284A CHARGER DESKTOP MULTI -UNIT IMPRES 2 1 DISPLAY EXT PS 100-240VAC US/NA. 12 NNTN7624C CHARGER,CHR IMP VEH EXT NA/EU KIT. 41 PMMN4107C XE500 REMOTE SPKR MIC WITHOUT CHANNEL KNOB, HIGH IMPACT GREEN. ram R�n:�aa:a�rrma.�,� FY.� Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Equipment list 4-3 City of West Covina September 3, 2021 4.2 DMS EQUIPMENT QTY 2 BLOCK LAPTOP NOMENCLATURE DSSUBLAPTOP DESCRIPTION WINDOWS LAPTOP 5 LAPTOP DSSUBLAPTOP WINDOWS LAPTOP 1 PROG CABLE DSST7202USB STARTECH 7PORT USB 2.0 HUB 7 PROG CABLE PMKN4012B PORTABLE PROGRAMMING CABLE 7 PROG CABLE HKN6184C CABLE CH, PROGRAMMING,USB Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Equipment list 4-4 City of West Covina September 3, 2021 SECTION 5 PRICING Motorola is pleased to provide the following equipment and services to City of West Covina. This proposal pricing includes special incentives which are valid through September 30th 2021. Pricing subject to change after September 301. Description Equipment Police Department 170 APX 8000 All Band Portable $1,998,350 130 APX 8500 All Band MP Mobile $1,470,040 - Accessories $135,405 Fire Department 41 APX 8000 All Band Portable $522,340 52 APX 8500 All Band MP Mobile $602,656 - Accessories $31,091 Device Management Service Offering DMSO) Infrastructure $9,037 Equipment Discount ICI User Discount -$1,486,082 Equipment Total $3,282,837 Project Services Police Department 130 APX 8500 installed in 130 Black and White Vehicles $77,000 300 Subscriber implementation to DMS $14,754 Fire Department 52 APX 8500 installed in 26 Fire Apparatus $50,000 93 Subscriber implementation to DMS $4,149 DMS Services - Infrastructure Setup $30,000 - Training $18,000 - Five 3 Years DMS Advanced RM Hosting - 393 Subscribers $109,883 (Yearly breakdown detailed in section 5.1 below Project Services - Project Management - Post Sale Engineering Services - Codeplug Verification - Systems Technologist Integration Support - DMS Infrastructure Installation Testing $128,000 ra116Y11FFM"-MTJU i7.]r76101 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Pricing 5-1 City of West Covina September 3, 2021 Description Project Services Total $431,786 Additional discounts applied to proposal valid to September 30, 2021 -$675,319 - 80% of discount applied to equipment - 20% of discount applied to services Equipment Total After Discount $2,742,582 Project Services Total After Discount Project. . $296,722 1 • 1 Estimated Tax on Equipment 9.5% $260,545 appliedProject Total (after Discount) w/ Taxes t 5.1 DEVICE MANAGEMENT SERVICES PRICING The below table lays out the annual services and pricing included with the City of West Covina's Device Management Subscription. This subscription is for three (3) years from the activation date of services. Services SFS DVC Essential 2021 $ 25,938 2022r $ 25,938 $ 25,938 DMS Advanced RM - 393 Subscribers $ 10,690 $ 10,690 $ 10,690 DMS Advanced Hosting $ - $ - $ - Total $ 36,628 $ 36,628 $ 36,628 5.2 STANDARD 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 to Motorola within check, cashier's check, or wire transfer drawn on a U.S. financial institution. If Customer has purchased additional Professional or Subscription services, payment will be in accordance with the applicable addenda. Payment for the System purchase will be in accordance with the following milestones. System Purchase (excluding Subscribers) 1. 25% of the Contract Price due upon contract execution (due upon effective date); 2. 60% of the Contract Price due upon Detailed Design Review; 3. 10% of the Contract Price due upon installation of equipment; and 4. 5% of the Contract Price due upon Final Acceptance. Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Pricing 5-2 City of West Covina September 3, 2021 100% of the DMS Contract Price (3 years) will be invoiced upon activation of DMS equipment. 100% of the Subscriber Contract Price will be invoiced upon shipment (as shipped). Motorola shall make partial shipments of equipment and will request payment upon shipment of such equipment. In addition, Motorola shall invoice for installations completed on a site -by -site basis or when professional services are completed, when applicable. The value of the equipment shipped/services performed will be determined by the value shipped/services performed as a percentage of the total milestone value. Unless otherwise specified, contract discounts are based upon all items proposed and overall system package. For invoicing purposes only, discounts will be applied proportionately to the FNE and Subscriber equipment values to total contract price. Overdue invoices will bear simple interest at the maximum allowable rate by state law. ram R�n:�aa:a�rrma.�,� FY.� Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Pricing 5-3 City of West Covina September 3, 2021 SECTION 6 CONTRACTUAL DOCUMENTATION The term of this proposal will be governed by the Amended and Restated Master purchase and Service Agreement dated October 31, 2011 between Motorola Solutions and the City of Glendale and the enclosed Subscription Services Addendum. As an eligible purchaser under the agreement, ICI may accept the below proposal by issuing a Transaction Document referencing the Agreement and this proposal. Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Contractual Documentation 6-1 AMENDED AND RESTATED MASTER PURCHASE AND SERVICE AGREEMENT BETWEEN THE CITY OF GLENDALE AND MOTOROLA THIS MASTER PURCHASE AGREEMENT ("Agreement') is entered into in duplicate this 5k'� day of f:�f �-QV;g / , 2011, (the "Effective Date) pursuant to a resolution adopted by the ity Council of the City of Glendale, at its meeting of September 27, 2011 between MOTOROLA SOLUTIONS, INC., a Delaware corporation ("Motorola") and the CITY OF GLENDALE, a municipal corporation ("City"). Motorola and City may be referred to individually as a 'Party" and collectively as the "Parties." This Agreement supersedes and replaces the existing Master Purchase Agreement between the Parties dated October 10, 2001, and applies to any Transaction Document (as defined below) agreed or issued after the Effective Date. RECITALS City is a public entity organized and existing pursuant to its Charter and the Constitution of the State of California. City maintains a wireless communications network which includes, but is not limited to, infrastructure, hand-held and mobile radios, mobile data terminals, dispatch equipment, microwave transmitters and receivers and related equipment ("Telecommunications Equipment"). City has standardized the Telecommunications Equipment in order to be able to reallocate the Telecommunications Equipment among internal City departments and to control repair costs. City has an ongoing need to acquire Telecommunications Equipment to maintain, repair and improve its communications network. Motorola is currently engaged in providing Telecommunications Equipment and services and desires to render its services on the terms and conditions provided in this Agreement. Motorola is a corporation which employs persons who are duly licensed to render services in the State of California and desires to render the services for the City as provided herein. Motorola further warrants that its employees are experienced and capable of performing the tasks hereunder in a professional and competent manner. THEREFORE, City hereby engages the services of Motorola, and in consideration of the mutual promises herein contained, the Parties agree as follows: I. PRELIMINARY PROVISIONS 1.1 Term. This Agreement shall commence upon the Effective Date and shall continue in effect until midnight December 31, 2021, or until it has been terminated by either Party. Expiration of this Agreement will not affect any Warranty Period that has not yet expired. Upon the expiration effective date, the City will not issue any additional Transaction Documents, but any Transaction Document that the City has issued before the expiration effective date will remain valid unless otherwise mutually agreed in writing. Page 1 of 31 Final 10-26-2011 1.2 Definitions Capitalized terms used in this Agreement, attached Exhibits or subsequent documents relating to this Agreement, and not otherwise defined therein, shall have the meanings set forth below. 1.2.a "Acceptance Test Plan" means the plan developed by City with the advice and input of Motorola, and agreed to in writing by both Parties, completion of which is the sole criteria for acceptance of a System. 1.2.b "Beneficial Use" means when City first uses a System or a major Subsystem for operational purposes (excluding training or testing provided by Motorola). Concerning System transactions, the City desires a thirty (30) day burn in period as part of the Acceptance Test Plan. Motorola's System proposal will include the burn in period as part of the Acceptance Test Plan and will describe what effect if any it has on the commencement of the Warranty Period and any additional pricing for the burn in period. 1.2.c "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine -recognizable form, and is marked or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; or is explicitly approved for release by written authorization of the disclosing Party. 1.2.d "Core Release" means a new version of Software which adds Features and major enhancements. These new versions are signified by changes to the first digit of the version identifier number (e.g., SmartZone 2.0.3 to SmartZone 3.0). 1.2.e "Eligible Purchasers" means state and local governments (other than City) and their agencies, bodies, districts, or entities within the State of California. 1.2.f "Enhancement Release" means a superseding issue of Software which adds to, improves, or enhances the performance of Software Features contained in the then currently shipping Software version. These releases are signified by changes to the second or third digit of the version identifier number (e.g., SmartZone 3.1 to SmartZone 3.2; Private DataTAC 2.0.1 to 2.0.2). 1.2.g "Equipment" means the equipment and hardware purchased by and through this Agreement. 1.2.h "Feature" means a Software or Hardware functionality. 1.2.i "Motorola Software" means software whose copyright is owned by Motorola. 1.2.j "Non -Motorola Software" means software whose copyright is owned by a party other than Motorola and provided by Motorola. 1.2.k "Optional Feature" means an additional software or hardware functionality issued with a Core Release that is available to City at additional cost. Page 2 of 31 Final 10-26-2011 1.2.1 "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. 1.2.m "Product" means Equipment or Software. 1.2.n "Services" means the performance of a task, provision of advice and counsel, assistance or access to a resource (such as access to an information database) Motorola makes available to City. 1.2.o "Software" means Motorola Software or Non -Motorola Software that may be furnished by Motorola. 1.2.p "Special Product Feature" means features specially developed for City which contain City unique functionality. 1.2.q "Standard Feature" means an additional software functionality for components of City's system that is available to City in the standard software release. 1.2.r "System" or "Communications System" means a communications system manufactured by Motorola including the Equipment and/or, Motorola Software and/or Non - Motorola Software. 1.2.s "System Acceptance" means the date on which the Acceptance Test Plan for a System is successfully completed, and City confirms such in writing. City must promptly confirm in writing System Acceptance, typically in the form of a System Acceptance Certificate, if the System successfully completes the Acceptance Test Plan. If City reasonably believes the System did not successfully complete the Acceptance Test Plan, City will promptly give Motorola written notification of this conclusion as well as sufficient details supporting the City's conclusion. Minor omissions or variances that do not materially affect System performance will not be reasons to delay System Acceptance but will be corrected as punch list items according to a mutually agreed schedule. 1.2.t "Transaction Document" means purchase orders, or other documents used to purchase Systems, Products, or Services, which shall contain information specific to that transaction. 1.2.0 "Warranty Period" means, with respect to a System transaction, one (1) year from the date of Beneficial Use or System Acceptance, whichever first occurs; provided that if System Acceptance is delayed beyond six (6) months after Equipment shipment by events or causes within City's control as reasonably and in good faith determined by City, the Warranty Period expires eighteen (18) months after the Equipment shipment date. "Warranty Period" means, with respect to a non -System transaction (such as the purchase of only Products without System Integration services), one (1) year from the date of shipment. "Warranty Period" means, with respect to Services, six (6) months from the date of performance of the Services. 1.3 Exhibits. The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between Exhibits A through C will be resolved in their listed order. Page 3 of 31 Final 10-26-2011 Exhibit A Motorola "Software License Agreement' Exhibit B Service Terms and Conditions for Maintenance and Support Exhibit C Pricing Schedule 1.4. Representatives. Both Parties shall appoint a project manager who shall coordinate, review and insure performance by Motorola under this Agreement. The project manager appointed by City shall oversee the daily administration of the tasks to be performed by Motorola under this Agreement. Concerning Product only (non -System) transactions, Mark Herzog, or his successor, will serve as the Motorola project manager. Concerning major System transactions, Motorola will designate a Project Manager before project kickoff. 1.5. Eligible Purchasers. Eligible Purchasers may purchase Systems, Products or Services from Motorola using this Agreement. An Eligible Purchaser must refer specifically to this Agreement in its Transaction Document. An Eligible Purchaser placing an order using this Agreement has the same rights and responsibilities as City under this Agreement with respect to its purchase, but the Eligible Purchaser and not City is liable to pay for and perform the duties of City concerning its order. 1.6. Product Availability. Additions and Deletions. City may purchase any Products offered by Motorola that are shown in its then current published Price Book (which describes the available Products and their domestic list prices). City may purchase any third party "drop ship" Products that are then offered by Motorola. Because of the lengthy term of this Agreement, the Parties acknowledge that Products that are currently available may become discontinued and replacement or additional Products may become available. If so, Motorola may from time to time amend its Product offerings. Motorola will use reasonable efforts to communicate to City any planned Product discontinuations and any Product replacements or additions. Motorola shall provide City with access to the Motorola Electronic Catalog (Domestic List Pricing) ECAT online via the Internet through Motorola On Line ("MOL") throughout the term of this Agreement. City acknowledges such information is Motorola Confidential and Proprietary. 1.7 Concerning System transactions that exceed $1,000,000 and that have a Motorola Project Manager assigned, Motorola will use reasonable efforts to provide City with access to a Motorola Extranet site that contains a copy of the "as executed" contract and other important project related documents relevant to System design and deployment. Such documents may include the System Acceptance Certificate, contract amendments and change orders, drawings, etc. It. TERMS AND CONDITIONS 2.1 Purchase and Sale. 2.1.a Scope of Work. From time to time and as needed and requested by City, Motorola shall provide to City a written and binding proposal ("Proposal') for a System, Equipment, Services, and Software, including as applicable pricing, payment terms, delivery terms and technical specifications, statements of work, acceptance test plan, and other documentation necessary for the transaction which shall be stated on or attached to the Transaction Document. If City is interested in lease financing to pay all or some of the price, it will request a lease financing quote from Motorola or Motorola Credit Corporation. 2.1.b Additional Products. City, by and through the City Manager, may submit purchase orders (or other form of Transaction Document) for the purchase of a System, Equipment, Software, Services, and related items contained in a Motorola Proposal and as specified in the Page 4 of 31 Final 10-26-2011 Transaction Document. Each purchase order or other Transaction Document shall specifically refer to this Agreement and shall be an offer by City subject to Motorola's acceptance. Except for pricing, payment terms, delivery terms and technical specifications including Statements of Work, and other documentation necessary for the transaction which shall be stated on or attached to the Transaction Document, City and Motorola agree that the applicable terms of this Agreement will be the only terms and conditions that govern the purchase and sale of Systems, Products, Services, and/or Software identified on such purchase orders (or other form of Transaction Document). 2.2 Software Maintenance and Upgrades. For all new Systems staged at Motorola's Customer Center for System Integration ("CCSI"), Motorola will provide a quotation for optional software maintenance and software upgrade services. 2.2.a. Software Support and Equipment Maintenance Service. Software support services described below apply only for upgrade capable Motorola radio communication equipment that is in the City's configuration if so indicated in the Proposal for a new System transaction. If applicable, Motorola will provide a quotation for optional Software support during the Warranty Period, in addition to warranty coverage. Non -Motorola Software and Radio Service Software (RSS) are excluded. 2.2.b. During the Warranty Period, Motorola shall provide periodic Motorola Software Enhancement Releases applicable to Features currently provided to City by Motorola under a Software License Agreement, attached hereto as Exhibit A and incorporated herein by this reference. City is responsible for the purchase of additional hardware that is necessary to upgrade to the newly issued Enhancement Release. 2.2.c. If City elects to purchase optional Software Maintenance or Software Upgrade Services, Motorola shall provide those Standard Features included in a Core Release which apply to City's existing System components. City is responsible for the purchase and license of additional products, hardware, and/or software that are necessary to migrate to a newly issued Core Release. 2.2.d. If City elects to purchase optional Software Maintenance or Software Upgrade Services, City may purchase Optional Features issued with a Core Release at a discounted price under a separate agreement. Once an Optional Feature is provided to City, City will be entitled under this Agreement to all Enhancement Releases for that Optional Feature. 2.2.e. Special Product Features previously developed by Motorola unique to City's System, if any, may require additional engineering effort to be incorporated into an Enhancement Release or Core Release so that the Special Product Feature will not be overwritten upon its installation. Upon written request, Motorola shall determine whether a Special Product Feature can be incorporated into an Enhancement Release or Core Release and whether additional engineering effort is required. City shall be responsible for all charges associated with any additional engineering required for each Enhancement Release or Core Release that it chooses to install. Such equipment and engineering may be provided pursuant to a separate agreement. 2.2.f. Motorola shall issue to City at the below address bulletins announcing Enhancement Releases and Core Releases, if applicable. If City desires to obtain the announced Enhancement Release or Core Release, City shall provide written notice to Motorola. Wireless Communications Administrator City of Glendale Department of Information Services Page 5 of 31 Final 10-26-2011 Wireless Communications Division 120 North Isabel Street Glendale, CA 91206 2.2.g. Because Enhancement Releases may include minor performance enhancements, City is encouraged to periodically upgrade the Motorola Software operating on its System with the most current Enhancement Release (e.g., Astro25 version 7.9 to Astro25 version 7.10). City may choose not to install a new Software release, however, City acknowledges that by so choosing, it may limit or eliminate the applicability of future releases to its System. 2.2.h. Because the optional Software Maintenance or Software Upgrade Services include Enhancement Releases for only the Software versions that Motorola may be supporting during the term of this Agreement, City is encouraged to migrate the Motorola Software operating on its System to the most current Core Release (e.g., Astro25 version 7.9 to Astro25 version 7.11). If City's System is not maintained to the most current supported software version, all Core Releases and Enhancement Releases may not be compatible with City's existing System. Additional hardware, Motorola Software, and engineered modifications may be required if City desires to migrate to a particular Core Release or Enhancement Release. Such additional hardware, Motorola Software and engineering are not included as part of the Software Maintenance or Upgrade Program and may be provided pursuant to a separate Transaction Document. If the size and complexity of City's System warrants, Motorola may provide consultation services to determine the technological, operational and financial impact of installing a particular Core Release or Enhancement Release on the System, pursuant to a separate Transaction Document. 2.2.i. Motorola Software. Any Motorola Software furnished shall be licensed to City solely according to the terms and restrictions of the Software License Agreement attached as Exhibit "A." City hereby accepts all of the terms and restrictions of the Software License Agreement. 2.2.j. Non -Motorola Software. Any Non -Motorola Software furnished by Motorola will be subject to the terms and restrictions of its copyright owner unless such copyright owner has granted to Motorola the right to sub -license such Non -Motorola Software, in which case the Software License Agreement shall apply. 2.2.k. Equipment Acceptance. Concerning System transactions, Motorola will test the System in accordance with the Acceptance Test Plan if one is included in the Proposal. Concerning non -System or other transactions, no acceptance testing is provided unless the Proposal expressly states the contrary, but City has no duty to accept non -conforming Products or Products damaged in transit. 2.3. Pricing. The Pricing Schedule, attached hereto as Exhibit C, and incorporated herein by this reference, sets forth the applicable discounts from the Price Book and any discounts applicable to drop ship Products, and these discounts will apply to City's purchases for all Products. The Pricing Schedule also sets forth the per diem rates or other pricing for Services. Services rates and pricing are based upon a normal eight hour work day (excluding weekends, holidays, or other premium rate times) with a half -day minimum. Unless otherwise expressly stated in the written quotation or proposal, pricing will be on a firm, fixed price basis, applying the rates described above to the estimated types and amounts of Services. Beginning with calendar year 2015 and each calendar year thereafter during the term of this Agreement, Motorola may by notifying City increase these per diem rates by no more than 3%. Pricing for Systems will be Page 6 of 31 Final 10-26-2011 specifically quoted. Pricing may include large project, system, or other discounts. 2.4 Purchase and Sale of Communications Systems. 2.4.a. Scope of Work. For System transactions, Motorola will manufacture (or for third party drop ship Products will provide), assemble and integrate Equipment and Software, stage, test, deliver, and install the Communications System at sites designated by City, as specified in the Proposal. 2.4.b. Communications System Maintenance and Support Service. At City's option, City may purchase maintenance and support services from Motorola consistent with the terms and conditions set forth in Exhibit B, attached hereto and incorporated herein. If Motorola's maintenance and support program for Systems, Products or Software is revised, such revisions will be reflected in the maintenance and support proposal or statement of work that Motorola presents to City. Pricing for these services will be as set forth in the Maintenance and Support Proposal and Transaction Document. 2.4.c Installation and Site Conditions. 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 of this Agreement. If Motorola and City determine during the course of performance of this Agreement that the sites identified in a Proposal are no longer available or desired, or, if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated on the specifications in the Proposal, Motorola and City will promptly investigate the conditions and jointly select replacement sites or adjust the installation plans and specifications as necessary. If Motorola and City determine that any change in sites, site availability, installation plans, or specifications will require an adjustment in the price specified in the Transaction Document, or in the time required for the performance of this Agreement, the Parties shall agree to an equitable adjustment in the price, performance schedule, or both; and the Transaction Document shall be modified in accordance with Section 2.7 of this Agreement. 2.4.d System Acceptance. For System transactions, Motorola will test the Communications System in accordance with the Acceptance Test Plan included in the Proposal. System acceptance will occur upon the successful completion of such testing at which time both Parties shall promptly execute a certificate of system acceptance. If the Acceptance Test Plan includes separate tests for individual subsystems, both Parties shall promptly execute certificates of subsystem acceptance upon the successful completion of testing of such subsystems. Minor omissions or variances in performance which do not materially affect the operation of the Communications System as a whole will not postpone System Acceptance. City and Motorola shall jointly prepare a list of such omissions and variances which Motorola will correct according to an agreed upon punch list schedule. When all deliverables and other work (including punch list items) have been completed, "Final Project Acceptance" will occur and will be memorialized in a mutually executed certificate. 2.4.e Notice of Acceptance Testing. Motorola shall notify City when a Communications System is ready for acceptance testing. Motorola and City shall commence acceptance testing within fifteen (15) business days after receiving such notification. 2.4.f Training. As reasonably requested by City, Motorola shall provide a Proposal for training courses for City's designated employees and pricing will be discounted 10% from what Motorola customarily charges for such training. Motorola shall provide all training and presentation materials, documents and equipment necessary to adequately provide the training Page 7 of 31 Final 10-26-2011 courses. City agrees to notify Motorola immediately if a date change for a scheduled training program is required. A charge in an amount not to exceed 10% of the price of the class cancelled, will apply to a training program rescheduled by City less than fourteen (14) business days prior to its scheduled start date. All training courses shall take place on site, or at such other location designated by City. 2.6 Professional Services. As reasonably requested by City, Motorola shall provide a Proposal for radio system engineering and design; civil engineering; radio site design and construction, and other professional services typically offered by Motorola. The scope of the Services and pricing shall be more particularly described in the Proposal. For transactions involving Services less than $100,000, the pricing in Exhibit C, attached hereinto and incorporated herein, will be used. Professional Services are generally estimated and proposed on a firm, fixed price basis and may include System, large project, customer loyalty, or other discounts. 2.6 Additional Services. 2.6.a Motorola shall provide services for the Equipment in accordance with the following standards: (i) Motorola shall use parts or parts of equal quality that are new or are warranted as "like new;" (ii) the Equipment shall be serviced at levels set forth in Motorola's product manuals; and (iii) Motorola shall follow routine service procedures that are prescribed by Motorola for its products. 2.6.b All Additional Products purchased by City from Motorola which are part of the Communications System or of similar type as the Equipment covered under this Agreement, shall automatically be subject to the same service provisions set forth herein. If these Additional Products are to be added to a Maintenance and Support Agreement during the Warranty Period for those Additional Products or after it expires, then that Maintenance and Support Agreement will be so amended and the maintenance services will be billed at the applicable rates consistent with the Maintenance and Support Agreement. 2.6.c Upon discovery of any lost, damaged or stolen Equipment that is part of the System and covered under a Maintenance Agreement, City shall notify Motorola in writing within ten (10) business days of such occurrence. City's obligation to pay fees in connection with service for such Equipment shall terminate immediately upon Motorola receiving such written notice. 2.6.d City shall notify Motorola immediately of any Equipment failure. Motorola shall respond to City's notification in a manner consistent with the level of service purchased as indicated in the Proposal, Maintenance Agreement, and Transactional Documents. 2.7 Services Excluded Under the Maintenance Support Services Agreement. 2.7.a Motorola shall not provide Services for the repair or replacement of Equipment that has become defective or damaged due to physical or chemical misuse or abuse from causes such as lightning, power surges, or liquids. 2.7.b Unless specifically included in the Proposal, and subsequent agreements, Services do not include repair or maintenance of any transmission line, antenna, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligation or responsibility for any transmission medium, such as telephone lines, computer networks, or the worldwide web. 2.7.c Unless specifically included in the Proposal and subsequent agreements, Services of Equipment do not include items that are consumed in the course of normal operation of the Page 8 of 31 Fina110-26-2011 Equipment, such as, but not limited to, batteries and computer supplies. 2.7.d Services do not include reprogramming of Equipment; accessories, belt clips, or battery chargers; custom or Special Products; modified units; or software. 2.8 Time and Place of Service. Services shall be provided at the location specified in the Proposal and Transaction Document. When Motorola performs Services at the Equipment's location, City agrees to provide Motorola, at no charge, a non -hazardous environment (similar to that provided for its own employees) for work with shelter, heat, light, and power and with full and free access to the Equipment. City shall provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing that enable Motorola to perform its obligations under this Agreement. Unless otherwise specified in the Proposal and subsequent agreements, the hours of Service will be between the hours of 7:00 a.m. to 6:00 p.m., excluding weekends and City holidays. In the event of Equipment failure which effects public safety as determined by City, Motorola shall provide Service at any time, including outside the working hours as set forth herein, but Motorola may charge overtime rates totaling 150% of the normal cost for such Services. 2.9 Change Orders. Upon written notice to Motorola, City may change within the general scope of a Transaction Document the Statement of Work or Equipment List, including, but not limited to: the quantity of items; the plans; specifications; descriptions: data: schedules; the time: method; place of delivery; or the method of shipment or packaging. Upon receipt of City's notice of a change and provided Motorola can reasonably perform the change, Motorola shall proceed promptly to prepare a change order document for mutual execution in accordance with the terms of the notice. If any change causes an increase or decrease in the cost of performance, or in the time required for performance, City and Motorola shall promptly negotiate an equitable price adjustment which will be reflected in the change order document. Motorola shall promptly deliver to City an initial written statement showing the effect of and reasons for the change in the price and in the delivery or performance date(s). III. LICENSES 3.1 FCC Licensing. City is solely responsible for obtaining any licenses or other authorizations required by the Federal Communications Commission and for complying with FCC rules. Neither Motorola nor any of its employees are agents or representatives of City in FCC matters or otherwise. If requested, Motorola shall assist in the City's preparation and filing of FCC license applications at no charge to City. City acknowledges that project implementation is predicated on receipt of proper FCC licensing. Absent proper FCC licensing, equipment may be installed and tested pursuant to the acceptance test plan, and shall be left in a dormant state, with antenna feedlines disconnected. 3.2 Other Licenses and Permits. Unless the Transaction Document (including any Statement of Work) provides to the contrary, Motorola shall obtain all permits required by other agencies (Federal, State, and County) for the performance of work described in a Transaction Document. All permits and licenses relating to Motorola's business shall be at the expense of Motorola. City shall assist in the preparation of applications for permits issued by City. City shall procure any necessary construction permits, building permits, zoning variances, provide access to the sites identified in a Proposal and shall have such sites available for installation of the Equipment by Motorola in accordance with the Proposal. Permit fees to City shall be waived. 3.3 Disclaimer of License. Except as explicitly provided in the Motorola Software License Page 9 of 31 Final 10-26-2011 Agreement, nothing in this Agreement shall be deemed to grant, either directly or by implication, estoppel, or otherwise, any license or right under any patents, patent applications, copyrights, trademarks, trade secrets or other intellectual property of Motorola. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non -Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to City the Equipment, Software, or related services remain vested exclusively in Motorola and Motorola does not grant to City any right, title or interest in Motorola's Proprietary Rights. IV. CONFIDENTIALITY During the term of this Agreement, the Parties may provide to each other Confidential Information. Neither Party shall disclose, publish, or authorize others to disclose or publish the Confidential Information of the other Party, which may include design data, drawings, specifications, reports, or other information pertaining to the projects assigned to Motorola by City or other information to which Motorola or the City has had access during the term of this Agreement without the prior written approval of the City Attorney or Motorola during the term of this Agreement and for a period of two (2) years after the termination of this Agreement. Each Party will: maintain the confidentiality of the other Party's Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party in writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential Information to its employees who have a need to know" and not copy or reproduce the Confidential Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential Information, including informing its employees who handle the Confidential Information that it is confidential and is not to be disclosed to others, but these precautions will be at least the same degree of care that the receiving Party applies to its own confidential information and will not be less than reasonable care; and use the Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and will at all times remain the property of the disclosing Party, and no grant of any proprietary rights in the Confidential Information is given or intended, including any express or implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. Any and all information deemed Confidential Information by Motorola must be clearly marked as such. This provision is subject to the California Public Records Act. V. DEFAULT AND TERMINATION 5.1 Default. If City through its Director of Information Services deems that Motorola is in default for failure to supply an adequate working force, or service of proper quality, or has failed in any other respect to deliver the Products or satisfactorily perform the Services specified in a Transaction Document, the Director of Information Services may give written notice to Motorola specifying the alleged defaults to be remedied within thirty (30) days and such notice shall set forth the basis for any dissatisfaction and suggest corrective measures. 5.1.a Motorola will remedy the defaults set forth in the written notice from the Director of Information Services within thirty (30) days or provide a remedial cure plan and schedule that is acceptable to City if the remedy cannot be completed within thirty (30) days. If Motorola does not remedy the default to the reasonable satisfaction of the Director of Information Services within the Page 10 of 31 Final 10-26-2011 agreed time frame, then City may terminate the Transaction Document, provide for such service from another provider, and recover from Motorola actual damages reasonably incurred by City as a result of Motorola's uncured default. In addition, City may withhold any money due or which may become due to Motorola for such task related to the claimed default until the damage amount owed is settled. 5.1.b If City fails to perform a material obligation under this Agreement, Motorola may give a written notice to City specifying the alleged default to be remedied and such notice (except for a notice concerning non-payment) shall set forth the basis for the alleged default and may suggest corrective measures. Except concerning non-payment which must be resolved immediately and in accordance with section 6.3, City will remedy the default set forth in the written notice from Motorola within thirty (30) days or provide a remedial cure plan and schedule that is acceptable to Motorola if the remedy cannot be completed within thirty (30) days. 5.2 Termination Without Cause. Notwithstanding paragraph 5.1, City reserves the right and may elect to terminate this Agreement at any time without cause upon thirty (30) days prior written notice. At such time, City will not issue any additional Transaction Documents and the Parties will meet and confer to determine whether any open Transaction Documents should be completed or terminated. If an open Transaction Document is terminated, Motorola will be compensated only for those Products ordered and delivered and the Services which have been satisfactorily completed through the effective date of termination. No compensation shall be paid for de -mobilization, take -down, disengagement wind -down or other costs incurred due to termination of this Agreement without cause. VI. PAYMENT 6.1. Fixed Fee Contract Price Unless a Proposal or Transaction Document expressly states to the contrary, Motorola's pricing will be on a firm fixed price basis, exclusive of sales and similar taxes but inclusive of ground freight. 6.2. Billing. Motorola shall submit an itemized billing to City for approval prior to receiving compensation for System milestones, Equipment, Software, and Services. Billing shall include a brief itemization and summary of total price for that invoice. 6.3 Invoicing 6.3.a Motorola shall submit invoices to City as described in this Section 6.3. Each invoice shall reference this Agreement, contain a description of the Products delivered or Services performed that are the subject of the invoice, and will be submitted to the following address: City of Glendale Department of Information Services Wireless Communications Division 120 North Isabel Street Glendale, CA 91206 6.3.b For System or System expansion transactions, the following payment terms will apply unless the specific Transaction Document has different payment milestones. Page 11 of 31 Final 10-26-2011 1. 20% of the Contract Price upon execution (or issuance) of the Transaction Document; 2. 20% of the Contract Price upon completion of contract design review; 3. 25% of the Contract Price upon shipment of equipment; 4. 25% of the Contract Price upon completion of installation; 5. 10% of the Contract Price upon Final Project Acceptance. For other non -System transactions, Products will be invoiced as the Products are shipped and Services are invoiced as performed on a monthly basis unless the specific Transaction Document has different payment terms. City shall pay Motorola amounts billed, less disputed costs, if any, within 30 calendar days following receipt of the required invoice. 6.3.c Motorola reserves the right to make partial shipments of Equipment and to request payment upon receipt and inventory of such Equipment. 6.4 Excess Costs. In the event Motorola incurs costs in excess of the total price without a written amendment, City shall not be responsible for, nor shall be required to pay, any part of such excess and Motorola shall have no claim against City on account thereof. 6.5 Records and Audit. Except for proprietary or trade secret information, records of Motorola's invoices pertaining to the work and records of accounts between City and Motorola shall be kept on a generally recognized accounting basis and, except for cost data or other confidential and proprietary information, shall be made available for inspection and audit as described immediately below. Motorola shall permit the authorized representatives of City and if City's funding for the purchase is from a grant, then the applicable government granting agency auditors if so required by the grant, to inspect and audit all such records of Motorola relating to its contractual performance concerning a Transaction Document for five (5) years from the date the transaction described by the Transaction Document is completed. Agreements with Motorola's subcontractors shall include provisions for such audits, as applicable. For purposes of audit, the date of completion shall be the date of City's payment for Motorola's final billing (so noted on the invoice) under the Transaction Document, or a period of ninety (90) days from the date of City's Notice of Final Acceptance, whichever occurs first. VII. LIMITATION OF LIABILITY Except for personal injury, property damage or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the greater of the price of the Equipment or Services with respect to which losses or damages are claimed or $250,000. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS, OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This Limitation of Liability will survive the expiration or termination of this Agreement. Page 12 of 31 Final 10-26-2011 Vill. WARRANTIES 8.1 General Provisions. Motorola warrants that when delivered all the equipment items ordered will conform to the manufacturer's applicable plans, specifications, descriptions, drawings, data, and samples; will be of good workmanship and material; and free from material defect. Concerning System transactions when Motorola designs the System, Motorola entirely assumes design responsibility, warrants during the Warranty Period that the System is free from material design defect and conforms as specified in the Transaction Document. Motorola's warranties, including services, shall not be deemed as the exclusive or sole warranty for any item ordered. City's inspection, approval, acceptance, use of, or payment for all or any part of the item ordered shall not affect its warranty rights, regardless of whether a breach of warranty was evident at the time. 8.2 Warranty for Motorola Equipment. During the Warranty Period, Motorola warrants the Motorola manufactured Equipment against material defects in materials and workmanship under normal use and service. If a written warranty claim is made, Motorola, at its option, will at no charge to City repair the Product with new or reconditioned parts, replace it with the same or equivalent Product, or refund the purchase price of the Product during the Warranty Period. Repaired or replaced Product is warranted for the balance of the original applicable warranty period. All replaced parts of the Product shall become the property of Motorola. 8.3 Warranty for Motorola Communications Systems. During the Warranty Period, Motorola warrants that a Communications System will function in accordance with the specifications contained in the Statement of Work portion of the Transaction Document pursuant to which the Communications Systems is purchased. During the Warranty Period, Motorola will provide Services in accordance with the Transaction Document. 8.4 Software Warranty. During the Warranty Period, Motorola warrants the Motorola Software against defects in accordance with the terms of the Software License Agreement attached hereto as Exhibit "A" and incorporated herein by this reference. 8.5 Warranty for Professional Services. Services that are professional in nature such "Professional Services") shall be performed professional standards. If a written warranty charge to City either re -perform the defectiv Services. During the Warranty Period, Motorola warrants the as field engineering or project management (the in a professional manner and will conform to claim is made, Motorola at its option will at no e Services or refund the price for the defective 8.6 Third Party Warranty. To the extent transferable, Motorola shall transfer to City all of its rights to and interests in the manufacturer's warranty or guarantee for each item delivered or installed under the Agreement that is provided to Motorola from the manufacturer. Where applicable, City shall be named as the owner - beneficiary in any warranty or guarantee. Motorola shall deliver to City all the written material comprising the manufacturer's warranty or guarantee that it receives from the manufacturer. Motorola shall ensure that each warranty or guarantee is in full force and effect from the date City starts operating or using the item. All manufacturers' warranties or guarantees shall be in addition to Motorola's warranty under this Agreement but shall not diminish any rights or remedies that Motorola has against the manufacturer. 8.7 Self Maintenance. [Intentionally omitted.] Page 13 of 31 Final 10-26-2011 8.8 Limitations. This express limited warranty is extended by Motorola to the original end user purchaser purchasing the Product, Equipment, Software, Services or System for purposes of commercial, industrial, or governmental use only, and is not assignable or transferable to any other party. Motorola assumes no obligation or liability for additions or modifications to this warranty unless made in writing and signed by an officer of Motorola. Motorola cannot be responsible in any way for reasons or parties beyond Motorola's control or for any ancillary equipment not furnished by Motorola which is attached to or used in connection with the Product, or for operation of the Product with any ancillary equipment, and all such equipment is expressly excluded from this warranty. Because each System which may use the Product is unique, Motorola disclaims liability for range or coverage, except as provided in the Acceptance Testing Plan. Further, these warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship or negligence by Motorola; (iii) Equipment that has had the serial number intentionally removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear. 8.9. Disclaimer of Implied Warranties. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE SYSTEMS, EQUIPMENT, MOTOROLA SOFTWARE, AND SERVICES PROVIDED UNDER A TRANSACTION DOCUMENT COVERED BY THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IX. INSURANCE AND INDEMNIFICATION 9.1 Public Liability and Property Damage Insurance 9.1.a At its own expense, Motorola shall obtain, pay for and maintain during the life of the Agreement an "occurrence" policy for Commercial General Liability (including Contractual Liability) and for Automobile Liability which shall protect it and City from claims for injuries and damages. The policy shall include the City of Glendale, its officers, representatives, and employees as additional insureds under the policy in the following amounts: A. COMMERCIAL GENERAL LIABILITY INSURANCE in an amount not less than Five Million Dollars ($5,000,000) per occurrence for personal injuries, including accidental death, to any one person; property damage insurance in an amount not less than Five Million Dollars ($5,000,000); or a combined single limit of insurance for the above coverages in an amount not less than Five Million Dollars ($5,000,000); and B. AUTOMOBILE LIABILITY INSURANCE endorsed for all vehicles (whether rented, leased, hired, scheduled, owned or non -owned), in an amount not less than Two Million Dollars ($2,000,000) per occurrence for personal injuries, including accidental death, to any one person; property damage insurance in an amount not less than Two Million Dollars ($2,000,000); and subject to the above limits and combined single limit of insurance in an amount not less than Page 14 of 31 Final 10-26-2011 One Million Dollars ($2,000,000). 9.1.b At all times, the insurance company issuing the policy shall be an "admitted" insurer in the State of California or an eligible surplus line insurer registered with the California Department of Insurance; shall be domiciled within, and organized under the laws of, a state of the United States; and shall carry an A.M. Best & Company minimum rating of "ANIL" 9.1.c All policies shall contain a "Separation of Insured" clause and a "Primary Coverage" clause for any loss arising out of or caused by Motorola's performance of the Agreement. 9.1.d Motorola shall deliver to City a "certificate of insurance" and a blanket "additional insured endorsement", both documents executed by the insurance carrier or its authorized representative, on an Acord form (2009/09), which set forth the above provisions. 9.1.e The certificate of insurance shall state: "The City of Glendale, its officers, and employees are added as additional insureds with respect to the Commercial General liability policy. This insurance is primary to the coverage of the City of Glendale. The insurance shall apply separately to each insured." The blanket endorsement is an ISO C6 2010 blanket endorsement form. 9.2 Workers' Compensation Insurance 9.2.a Motorola understands and agrees that all persons furnishing services to City under this Agreement are, for the purpose of workers' compensation liability, employees solely of Motorola or its contractors and sub -contractors and not of City. Motorola or its contractors or sub- contractors shall bear the sole responsibility and liability for furnishing workers' compensation benefits to its employees, or anyone it directly employs, for injuries arising out of or connected with services performed on behalf of Motorola. 9.2.b At its own expense, Motorola shall obtain, pay for, and maintain for the duration of the Agreement, complete workers' compensation insurance. Motorola shall provide proof of workers' compensation coverage by delivering to City either an insurance certificate or a certificate of consent to self -insure. The City of Glendale shall not be responsible for any claims at law or in equity caused by Motorola's failure to comply with this paragraph. 9.3 Motorola' Failure to Obtain, Pay For, or Maintain Insurance 9.3.a Motorola shall deliver to City the required certificate(s) of insurance and endorsement(s) upon execution of this Agreement. In addition, Motorola shall notify City at least thirty (30) days in advance of any policy cancellation, termination or reduction of the stated limits. 9.3.b Motorola's failure to obtain, pay for, or maintain any required insurance shall constitute a material breach upon which City may immediately terminate or suspend this Agreement upon written notice to Motorola. In the event of any termination or suspension, City may use the services of another service provider, without City's incurring any liability to Motorola. 9.4 Indemnification 9.4.a Motorola shall indemnify, defend and hold harmless, to the maximum extent permitted by law, City and its officers, agents, employees and representatives, from and against any and all liability, suits, actions, proceedings, judgments, claims, losses, liens, damages, injuries (whether in contract or in tort, including personal injury, accidental death or property damage, and regardless of whether the allegations are false, fraudulent or groundless), costs and expenses (including reasonable attorney's fees, litigation, mediation, appeal expenses) Page 15 of 31 Final 10-26-2011 (collectively, "Liabilities"), which may accrue against City to the extent the Liabilities are caused directly or indirectly by Motorola's negligence, recklessness or intentional acts of misconduct, or that of its employees, subcontractors, or agents. 9.4.b Motorola's obligation to indemnify, defend and hold harmless shall remain in effect and shall be binding upon Motorola whether such Liabilities accrue, or may be discovered, before or after termination of this Agreement. 9.4.c Motorola's failure to comply with this section's provisions shall constitute a material breach upon which City may immediately terminate or suspend this Agreement. 9.5. Patent and Copyright Infrinaement. 9.5.a Motorola will defend at its expense any suit brought against City to the extent it is based on a third -party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ("Motorola Product") directly infringes a U.S. patent or copyright ("Infringement Claim"). Motorola's duties to defend and indemnify are conditioned upon: City promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and City providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. Subject to the same conditions, Motorola will pay all damages finally awarded against City by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. 9.5.b If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for City the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non -infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant City a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. 9.5.c Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) a modification of the Motorola Product by a party other than Motorola; (d) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (e) the failure by City to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to City extend in any way to royalties payable on a per use basis or the City's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from City from sales or license of the infringing Motorola Product. 9.5.d This Section provides City's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. City has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. Page 16 of 31 Final 10-26-2011 X. GENERAL PROVISIONS 10.1 Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the Parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding. No modification or amendment of this Agreement shall be effective unless evidenced by a writing signed by both Parties. 10.2 Conflicting Terms. In the event of a conflict between the terms of this Agreement, the attached Exhibits, or Transactional Documents, those of this Agreement shall prevail. 10.3 Headings and Section References. The headings given to the sections of this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular Section to which the heading refers. 10.4 Assignment. 10.4.a Excluding Eligible Purchasers, nothing under this Agreement shall be construed to give any rights or benefits to any party other than City and Motorola and all duties and responsibilities under this Agreement shall be for the sole and exclusive benefit of City and Motorola, and not for the benefit of any other party. Motorola shall not assign any right or interest in this Agreement, and shall not delegate any duty owed, without City's prior written consent, except that Motorola may assign this Agreement to its affiliates or its right to receive payment without the prior consent of City, but no such assignment by Motorola will relieve Motorola of any of its obligations under the Agreement. Such consent shall not be unreasonably withheld or delayed. Any attempted assignment or delegation shall be void and totally ineffective for all purposes. In addition, in the event Motorola separates one or more of its businesses (a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a Separation Event"), Motorola may, without the prior written consent of City and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties and obligations under this Agreement. 10.4.b In the event City consents to an assignment or delegation, the assignee, delegatee, or its legal representative shall agree in writing to personally assume, perform, and be bound by this Agreement's covenants, conditions, obligations and provisions. 10.6 Successors and Assigns. Subject to the provision regarding assignment, this Agreement shall be binding on the heirs, executors, administrators, successors, and assigns of the respective parties. 10.6 Resolution of Disputes. City and Motorola will attempt to settle any controversy or claim that arises from this Agreement (including any modifications and exhibits), through consultation, negotiation or voluntary mediation in good faith and a spirit of cooperation. Any dispute that cannot be resolved between the parties through consultation, negotiation or mediation may be submitted by either Party to a court of competent jurisdiction in the State of California. Each Party consents to jurisdiction over it by such a court in Los Angeles County. 10.7 Attornev's Fees. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing Party shall be entitled to reasonable attorney's fees in addition to any other relief to which he, she or it may be entitled. Page 17 of 31 Final 10-26-2011 10.8 Governina Law. The validity of this Agreement and of any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws of the State of California. 10.9 Time is of the Essence. Whenever a task is to be performed by a Party, it shall be performed consistent with any time constraints set forth in the applicable Transaction Document including exhibits, time being considered of the essence of this Agreement. Notwithstanding the preceding sentence, Motorola shall provide a detailed Project Schedule, which are the Parties' reasonable and agreed estimates of the dates or timeframes within which the major project milestones are to be performed. 10.10 Notices. All notices hereunder must be in writing and, unless otherwise provided herein, shall be deemed validly given on the date either personally delivered to the address indicated below; or on the third (3rd) business day following deposit, postage prepaid, using certified mail, return receipt requested, in any U.S. Postal mailbox or at any U.S. Post Office; or when sent via facsimile to a Party at the facsimile number set forth below or to such other or further facsimile number provided in a notice sent under the terms of this paragraph, on the date of transmission of that facsimile. Should City or Motorola have a change of address, the other Party shall immediately be notified in writing of such change, provided, however, that each address for notice must include a street address and not merely a post office box. All notices, demands or requests from Motorola to City shall be given to City addressed as follows: CITY: Director of Information Services City of Glendale 141 N. Glendale Avenue, Suite 314 Glendale, California 91206 Tel: 818-548-6444 Motorola: Mark Herzog Motorola Solutions 28683 Canyon Oak Drive Highland, CA 92346 909-862-3206 10.11 Non -Discrimination in Employment. Motorola certifies and agrees not to discriminate against any employee or person who is subject to this Agreement because of race, color, religion, religious belief, national origin, ancestry, citizenship, age, sex, sexual orientation, marital status, pregnancy, parenthood, medical condition, or physical or mental disability. Evidence of discrimination shall be sufficient cause for termination of this Agreement under Article 5. 10.12 Severability. Should any part, term or provision of this Agreement or any document required herein to be executed be declared invalid, void or unenforceable, all remaining parts, terms and provisions hereof shall remain in full force and effect and shall in no way be invalidated, impaired or affected thereby. 10.13 Waiver of Breach. The waiver of either Party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that same or any other provision. Page 18 of 31 Final 10-26-2011 10.14 Force Maieure. Neither Party shall be considered in default in the performance of its obligations hereunder or any of them, if such obligations were prevented or delayed by any cause, existing or future, beyond the reasonable control of such Party which include but are not limited to acts of God, weather conditions, compliance with laws and regulations, fire, labor disputes or civil unrest ("Force Majeure"). Any delays beyond the control of either Party shall automatically extend the time schedule as set forth in this Agreement (or a Transaction Document) by the period of any such delay. 10.15 Authority. Each Party warrants that authorized agent of such Party who has actual term, condition and provision of this Agreement, provide such actual authority. the person executing this Agreement is an authority to bind such Party to each and every and that all requirements have been fulfilled to 10.16 Title and Risk of Loss. For System transactions, title to the Equipment will pass to Customer upon delivery of the Equipment, except that title to Software will not pass to Customer at any time. For non -System transactions title to the Equipment will pass to Customer upon shipment of the Equipment. For all transactions risk of loss concerning Equipment will pass to Customer upon delivery of the Equipment to the facilities designated by Customer. 10.17 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall constitute one and the same document. Each of the parties shall sign a sufficient number of counterparts, so that each Party will receive a fully executed original of this Agreement. Executed at (� fAAjLW _ , California, on the day and year first written. CITY OF GLENDALE By: J es E. Starbird, City Manager 21 Lucy TO F9RM this'N4 day of (_)C r" 12011 City Attorney MOTOROLA SOLUTI By: fir_<r�< Schmid l�. �1SSS�, Vi az (�r�sic�e.n`t/ _ APPROVED AS TO FORM this day of 2011 By: Page 19 of 31 Final 10-26-2011 Exhibit A SOFTWARE LICENSE AGREEMENT This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc., ("Motorola"), and the City of Glendale, California ("Licensee"). For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 "Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4 "Open Source Software License" means the terms or conditions under which the Open Source Software is licensed. 1.5 "Primary Agreement" means the agreement to which this exhibit is attached. 1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de -compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre -loaded proprietary Software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and Documentation. Page 20 of 31 Final 10-26-2011 Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non -transferable (except as permitted in Section 7) and non-exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable). Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable Page 21 of 31 Final 10-26-2011 or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto another device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request. 4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software -and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de -compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, Page 22 of 31 Final 10-26-2011 will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error -free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally -equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non -infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Page 23 of 31 Final 10-26-2011 Software and Documentation may be terminated immediately upon notice by Motorola 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non -embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software -Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement Section 12 NOTICES Notices are described in the Primary Agreement. Section 13 GENERAL 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. Page 24 of 31 Final 10-26-2011 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter. 13.8 SECURITY. Motorola's Information Assurance Policy addresses the issue of security. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. Page 25 of 31 Final 10-26-2011 EXHIBIT B Service Terms and Conditions Applicable to Maintenance and Support Services Motorola Solutions, Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows: Section 1 APPLICABILITY These Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement. Section 2 DEFINITIONS AND INTERPRETATION 2.1. "Agreement" means in this Exhibit B with reference to Maintenance and Support Services these Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 2.2. "Equipment" means the equipment that covered by Maintenance and Support and is specified in the attachments or is subsequently added to this Agreement. 2.3. "Services" means those maintenance, support, and other services, if any, described in this Agreement. Section 3 ACCEPTANCE Customer accepts these Service Terms and Conditions for Maintenance and Support Services and agrees to pay the prices set forth in the Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the "Start Date" indicated in this Agreement. Section 4 SCOPE OF SERVICES 4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's then -applicable rates for the services. 4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed. 4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires. 4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will Page 26 of 31 Final 10-26-2011 provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. 4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment. 4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement. Section 5 EXCLUDED SERVICES 5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. Section 6 TIME AND PLACE OF SERVICE Services shall be provided at the location specified in the Proposal and Transaction Document. When Motorola performs Services at the Equipment's location, City agrees to provide Motorola, at no charge, a non -hazardous environment (similar to that provided for its own employees) for work with shelter, heat, light, and power and with full and free access to the Equipment. City shall provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing that enable Motorola to perform its obligations under this Agreement. Unless otherwise specified in the Proposal and subsequent agreements, the hours of Service will be between the hours of 7:00 a.m. to 6:00 p.m., excluding weekends and City holidays. In the event of Equipment failure which effects public safety as determined by City, Motorola shall provide Service at any time, including outside the working hours as set forth herein, but Motorola may charge overtime rates totaling 150% of the normal cost for such Services. Section 7 CUSTOMER CONTACT Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an Page 27 of 31 Final 10-26-2011 escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8 PAYMENT Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within thirty (30) days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. Section 9 WARRANTY For Maintenance and Support, Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re -perform the non -conforming Service or to refund, on a pro-rata basis, the fees paid for the non -conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE. Section 10 DEFAULT/TERMINATION 10.1. If City through its Director of Information Services deems that Motorola is in default for failure to supply an adequate working force, or service of proper quality, or has failed in any other respect to deliver the Products or satisfactorily perform the Maintenance and Support Services specified in a Transaction Document, the Director of Information Services may give written notice to Motorola specifying the alleged defaults to be remedied within thirty (30) days and such notice shall set forth the basis for any dissatisfaction and suggest corrective measures. 10.1.a Motorola will remedy the defaults set forth in the written notice from the Director of Information Services within thirty (30) days or provide a remedial cure plan and schedule that is acceptable to City if the remedy cannot be completed within thirty (30) days. If Motorola does not remedy the default to the reasonable satisfaction of the Director of Information Services within the agreed time frame, then City may terminate the Transaction Document, provide for such Maintenance and Support Service from another provider, and recover from Motorola actual damages reasonably incurred by City as a result of Motorola's uncured default. In addition, City may withhold any money due or which may become due to Motorola for such Maintenance and Support task related to the claimed default until the damage amount owed is settled. 10.1.b If City fails to perform a material obligation under this Agreement, Motorola may give a written notice to City specifying the alleged default to be remedied and such notice (except for a notice concerning non-payment) shall set forth the basis for the alleged default and may suggest corrective measures. Except concerning non-payment which must be resolved immediately and in accordance with section 8 above, City will remedy the default set forth in the written notice from Motorola within thirty (30) days or provide a remedial cure plan and schedule that is acceptable to Motorola if the remedy cannot be completed within thirty (30) days. If City does not remedy the default to the reasonable satisfaction of Motorola within the agreed time frame, then Motorola may terminate the Transaction Document or recover from City actual damages reasonably incurred by Motorola as a result of City's uncured default,. Page 28 of 31 Final 10-26-2011 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Maintenance and Support Services. Section 11 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. Section 12 EXCLUSIVE TERMS AND CONDITIONS 12.1. This Agreement supersedes the terms and conditions for Maintenance and Support Services for all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Maintenance and Support Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2. Customer agrees to reference this Agreement on any purchase order for Maintenance and Support Services and issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or termination of this Agreement. 13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. Page 29 of 31 Final f 0-26-2011 13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS FCC Licensing by Customer is covered in Section 3.1 of the Agreement to which this is attached as Exhibit B. Customer is solely responsible for obtaining licenses or other authorizations required by any other federal, state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 16 COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law. Section 16 MATERIALS, TOOLS AND EQUIPMENT All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Section 17 GENERAL TERMS 17.1. Unless otherwise stated in this Exhibit B, the general terms set forth in sections 10.1- 10.17of the Agreement apply. 17.2. SUBJECT TO CITY OBTAINING ITS NECESSARY APPROVALS, THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 17.3. If Motorola provides Maintenance and Support Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates. Page 30 of 31 Final 10-26-2011 Exhibit C Pricing Schedule For product orders made under this Agreement, product pricing and discounts shall be the same as the product pricing and discounts under the Los Angeles County master agreement (Contract No. MA-IS-43070-10, effective through June 30, 2012 but subject to extensions). If this Los Angeles County master agreement is replaced with a successor contract, then for all products (other than LTE products) the product pricing and discounts for orders made under this Agreement shall be the same as the product pricing and discounts under the successor contract. LIST OF SERVICES AND PRICING (Effective through December 31, 2014) Project Manager: $1,600 per day Engineer: $1,600 per day System Technologist: $1,575 per day Field Service Operations: $1,550 per day Page 31 of 31 Final 10-26-2011 City of West Covina September 3, 2021 SECTION 7 OUR COMMITMENT Motorola Solutions creates innovative, mission -critical communication solutions and services that help public safety and commercial customers build safer cities and thriving communities. You can find our products at work in a variety of industries including law enforcement, fire, emergency medical services, national government security, utilities, mining, energy, manufacturing, hospitality, retail, transportation and logistics, education, and public services. Founded in 1928, Motorola Solutions has a history of innovation that has revolutionized communications. From pioneering mobile communications in the 1930s and making equipment that carried the first words from the moon in 1969, to supporting modern-day emergency response equipment for disaster relief efforts around the world, Motorola Solutions has a global footprint with products that demonstrate its thought leadership. Throughout its history, Motorola Solutions has transformed innovative ideas into products that connect people to each other and the world around them. Moving forward, the company strives to keep its commitment of make things better and life easier, to make sound recommendations that will guide you in linking your current and future communication needs and objectives with technology's ever -evolving promise. Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Our Commitment 7