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HomeMy WebLinkAboutItem 15 - Agreements for Automated License Plate Recognition Camera Installation and MaintenancePolice Department www.santa-ana.org/pd Item # 15 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report May 6, 2025 TOPIC: Automated License Plate Recognition Camera Installation and Maintenance Services AGENDA TITLE Agreements with Flock Group, Inc. and Motorola Solutions, Inc. for Automated License Plate Recognition Camera Installation and Maintenance Services (Specification No. 25- 034) (Non -General Fund) RECOMMENDED ACTION 1. Authorize the City Manager to execute a three-year agreement with Flock Group, Inc. to provide automated license plate recognition camera installation and maintenance services, for the estimated period of May 6, 2025 through May 5, 2028, with provision for one, two-year extension, for an amount of $196,560 plus a contingency amount of $15,000, for a total amount not to exceed $211,560. (Agreement No. A-2025-XXX). 2. Authorize the City Manager to execute a five-year agreement with Motorola Solutions, Inc. to provide automated license plate recognition camera installation and maintenance services, for the estimated period of May 6, 2025 through May 5, 2030, for an amount of $454,099 plus a contingency amount of $40,000, for a total amount not to exceed $494,099. (Agreement No. A-2025-XXX). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION The Santa Ana Police Department strives to provide effective police services with integrity, respect, and compassion while fostering strong partnerships with the community it serves. Utilizing available technology that aligns with the City's law enforcement practices remains a top priority. In support of these objectives, staff proposes adoption of an Automated License Plate Recognition (ALPR) program in the City of Santa Ana to significantly enhance the Police Department's ability to provide effective public safety services. ALPR technology allows officers to focus on community engagement and proactive policing while the system automatically scans and processes thousands of license plates daily. ALPR systems capture data such as date, time, location, license plate details (state, Automated License Plate Recognition Camera Installation and Maintenance Services May 6, 2025 Page 2 partial, paper, and no plate), and vehicle information (type and color). These features allow for retroactive search capabilities to investigate crimes. Moreover, ALPR systems utilize real-time alerting for "hotlist" vehicles, which include stolen vehicles, vehicles used in crimes, and vehicles associated with wanted criminals and missing persons. This feature allows for the immediate notification and response of police personnel to stop, investigate, and apprehend wanted criminals. ALPR technology gathers unbiased evidence while preserving individual privacy. The system does not identify, photograph, or record vehicle occupants. It does not access any personal information and does not employ facial recognition capabilities. The data collected by ALPR cameras is entirely anonymous and utilized for law enforcement investigations only. With current staffing deficits within the Police Department, an ALPR program will help close the gap in service by leveraging technology to support policing efforts to effectively respond to and investigate criminal incidents. By enhancing our response capabilities, we can more effectively deter crime and improve overall community safety. Implementing ALPR technology in Santa Ana can enhance trust within our community by ensuring that policing efforts are data -driven and focused on actual crime trends, while reducing police contacts perceived to be prejudicial or arbitrary. The ability to gather timely and specific vehicle data can determine whether or not police personnel can obtain crucial evidence to assist in bringing justice to victims of crime in our city. Santa Ana Ordinance No. NS-3041 authorizes the City to purchase contracts from any public agency utilizing a competitive bid process. Omnia Partners, Inc. awarded contract #23-6692-03, with Insight Public Sector, Inc., an authorized indirect reseller of Flock Group, Inc. for Installation of Safety Cameras, and the University of California Irvine Agreement (UCI) No. MCAV20230220 for Motorola Solutions, Inc. safety camera products and services were awarded as a result of open, competitive bidding, and meets the City's requirement. Staff researched available procurement options and product offerings in the market and determined that Flock Group, Inc.'s automated license plate recognition cameras provide access to an extensive network of outside law enforcement agencies' data. In addition, the automated license plate recognition cameras offered by Motorola Solutions, Inc. will augment an existing ALPR network partnership with surrounding municipalities and accommodate the department's need for flexibility with mobile camera units to be attached to patrol vehicles. Therefore, staff recommends authorizing agreements with Flock Group, Inc. and Motorola Solutions, Inc. for installation and implementation of automated license plate recognition cameras in the City of Santa Ana to assist the Santa Ana Police Department in identifying, locating and apprehending suspects who may have caused harm to members of the Santa Ana and surrounding communities. The official period of performance of the Flock Group agreement is subject to change as the term will depend on the date the cameras are validated by both parties as operational. The official period of performance of the Motorola agreement is subject to change as the term will depend on the date of the last signature on the agreement and/or each Addendum. Automated License Plate Recognition Camera Installation and Maintenance Services May 6, 2025 Page 3 ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funding is available in the FY 24-25 budget and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration as follows: Fiscal Accounting Unit- Fund Accounting Unit, Amount Year Account # Description Account Description FY 24-25 12814407-66511 Law Enforcement SLESA, Computer $168,432 Grants Software Subscriptions FY 25-26 12814407-66511 Law Enforcement SLESA, Computer $153,317 Grants Software Subscriptions FY 26-27 12814407-66511 Law Enforcement SLESA, Computer $153,317 Grants Software Subscriptions FY 27-28 12814407-66511 Law Enforcement SLESA, Computer $ 87,797 Grants Software Subscriptions FY 28-29 12814407-66511 Law Enforcement SLESA, Computer $ 87,796 Grants Software Subscriptions Contingency $ 55,000 Total $705,659 The amounts above are based on annual payments to Flock Group, Inc. and Motorola Solutions, Inc., which occur at the beginning of each subscription year. This also includes estimated contingency funds allotted for each vendor to cover unplanned expenditures over the terms of the respective agreements. EXHIBIT(S) 1. Master Services Agreement with Flock Group, Inc. 2. Motorola Solutions Customer Agreement with Motorola Solutions, Inc. Submitted By: Robert Rodriguez, Chief of Police Approved By: Alvaro Nunez, City Manager Exhibit 1 Master Services Agreement This Master Services Agreement (this "Agreement") is entered into by and between Flock Group, Inc. with a place of business at 1170 Howell Mill Road NW Suite 210, Atlanta, GA 30318 ("Flock") and the entity identified in the signature block ("Customer") (each a "Party," and together, the "Parties"). This Agreement is effective on the date of mutual execution ("Effective Date"). Parties will sign an Order Form ("Order Form") which will describe the Flock Services to be performed and the period for performance, attached hereto as Exhibit A. RECITALS WHEREAS, Flock offers a software and hardware situational awareness solution through Flock's technology platform that upon detection is capable of capturing audio, video, image, and recording data and provide notifications to Customer ("Notifications"); WHEREAS, Customer desires access to the Flock Services (defined below) on existing devices, provided by Customer, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, via the Flock Services; WHEREAS, Customer shall have access to the Footage in Flock Services. Pursuant to Flock's standard Retention Period (defined below) Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for extracting, downloading and archiving Footage from the Flock Services on its own storage devices; and WHEREAS, Flock desires to provide Customer the Flock Services and any access thereto, subject to the terms and conditions of this Agreement, solely for the awareness, prevention, and prosecution of crime, bona fide investigations and evidence gathering for law enforcement purposes, ("Permitted Purpose"). 1. DEFINITIONS Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross- referenced in this Section 1. 1.1 "Agreement" means the order form (to be provided as Exhibit A, "Order Form"), these terms and conditions, and any document therein incorporated by reference in section 11.4. 1.2 "Anonymized Data" means Customer Data permanently stripped of identifying details and any potential personally identifiable information, by commercially available standards which irreversibly alters data in such a way that a data subject (i.e., individual person or entity) can no longer be identified directly or indirectly. 1.3 "Authorized End User(s)" means any individual employees, agents, or contractors of Customer accessing or using the Services, under the rights granted to Customer pursuant to this Agreement. 1.4 "Customer Data" means the data, media, and content provided by Customer through the Services. For the avoidance of doubt, the Customer Data will include the Footage. 1.5. "Customer Hardware" means the third -party camera owned or provided by Customer and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services. 1.6 "Effective Date" means the date this Agreement is mutually executed (valid and enforceable) by both Parties. 1.7 "Embedded Software" means the Flock proprietary software and/or firmware integrated with or installed on the Flock Hardware or Customer Hardware. 1.8 "Flock Hardware" means the Flock device(s), which may include the pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded Software and the Web Interface, to provide the Flock Services as specifically set forth in the applicable Order Form. 1.9 "Flock IP" means the Services, the Embedded Software, and any intellectual property or proprietary information therein or otherwise provided to Customer and/or its Authorized End Users. Flock IP does not include Footage (as defined below). 1.10 "Flock Services" means the provision of Flock's software and hardware situational awareness solution, via the Web Interface, for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage. 1.11 "Footage" means still images, video, audio, and other data captured by the Flock Hardware or Customer Hardware in the course of and provided via the Flock Services. 1.12 "Installation Services" means the services provided by Flock for installation of Flock Services. 1.13 "Permitted Purpose" means for legitimate public safety and/or business purpose, including but not limited to the awareness, prevention, and prosecution of crime; investigations; and prevention of commercial harm, to the extent permitted by law. 1.14 "Retention Period" means the time period that the Customer Data is stored within the cloud storage, as specified in the applicable Order Form. Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for extracting, downloading and archiving Footage from the Flock Services on its own storage devices. 1.15 "Term" means the date, unless otherwise stated in the Order Form, upon which the cameras are validated by both Parties as operational. 1.16 "Web Interface" means the website(s) or application(s) through which Customer and its Authorized End Users can access the Services. 2. SERVICES AND SUPPORT 2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, non -transferable right to access the features and functions of the Flock Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Authorized End Users to access and download via the Web Interface for the Retention Period. Authorized End Users will be required to sign up for an account and select a password and username ("User ID"). Customer shall be responsible for all acts and omissions of Authorized End Users. Customer shall undertake reasonable efforts to make all Authorized End Users aware of all applicable provisions of this Agreement and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage). 2.2 Embedded Software License. Flock grants Customer a limited, non-exclusive, non- transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as it pertains to Flock Services, solely as necessary for Customer to use the Flock Services. 2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health, in order to improve performance and functionality. Flock will use commercially reasonable efforts to respond to requests for support within seventy-two (72) hours. Flock will provide Customer with reasonable technical and on -site support and maintenance services in -person, via phone or by email at supportgflocksafety.com (such services collectively referred to as "Support Services'). 2.4 Updates to Platform. Flock may make any updates to system or platform that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Flock's products or services to its agencies, the competitive strength of, or market for, Flock's products or services, such platform or system's cost efficiency or performance, or (ii) to comply with applicable law. Parties understand that such updates are necessary from time to time and will not diminish the quality of the services or materially change any terms or conditions within this Agreement. 2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock's provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any third -party services required for Services are interrupted; (c) if Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance ("Service Interruption"). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Customer, to provide updates, and to resume providing access to Flock Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized End User may incur as a result of a Service Interruption. To the extent that the Service Interruption is not caused by Customer's direct actions or by the actions of parties associated with the Customer, the time will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day). For example, in the event of a Service Interruption lasting five (5) continuous days, Customer will receive a credit for five (5) free days at the end of the Term. 2.6 Service Suspension. Flock may temporarily suspend Customer's and any Authorized End User's access to any portion or all of the Flock IP or Flock Service if (a) there is a threat or attack on any of the Flock IP by Customer; (b) Customer's or any Authorized End User's use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Customer has violated any term of this provision, including, but not limited to, utilizing Flock Services for anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Customer's account ("Service Suspension"). Customer shall not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or credit. If the Service Suspension was not caused by Customer, the Term will be tolled by the duration of the Service Suspension. 2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, or toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock is to perform services under this Agreement, Flock shall have the right to cease work immediately. 3. CUSTOMER OBLIGATIONS 3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated registration information. Authorized End Users may not select as their User ID, a name that they do not have the right to use, or any other name with the intent of impersonation. Customer and Authorized End Users may not transfer their account to anyone else without prior written permission of Flock. Authorized End Users shall not share their account username or password information and must protect the security of the username and password. Unless otherwise stated and defined in this Agreement, Customer shall not designate Authorized End Users for persons who are not officers, employees, or agents of Customer. Authorized End Users shall only use Customer -issued email addresses for the creation of their User ID. Customer is responsible for any Authorized End User activity associated with its account. Customer shall ensure that Customer provides Flock with up-to-date contact information at all times during the Term of this agreement. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Flock Services (e.g., laptops, internet connection, mobile devices, etc.). Customer shall (at its own expense) provide Flock with reasonable access and use of Customer facilities and Customer personnel in order to enable Flock to perform Services (such obligations of Customer are collectively defined as "Customer Obligations'. 3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer shall use Flock Services only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of data, video, photo, or audio content. 4. DATA USE AND LICENSING 4.1 Customer Data. As between Flock and Customer, all right, title and interest in the Customer Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited, non-exclusive, royalty -free, irrevocable, worldwide license to use the Customer Data and perform all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock does not own and shall not sell Customer Data. 4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Customer ("Customer Generated Data'. Customer shall retain whatever legally cognizable right, title, and interest in Customer Generated Data. Customer understands and acknowledges that Flock has no obligation to monitor or enforce Customer's intellectual property rights of Customer Generated Data. Customer grants Flock a non-exclusive, irrevocable, worldwide, royalty -free, license to use the Customer Generated Data for the purpose of providing Flock Services. Flock does not own and shall not sell Customer Generated Data. 4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer Data and Customer Generated Data to the extent such anonymization renders the data non - identifiable to create Anonymized Data to use and perform the Services and related systems and technologies, including the training of machine learning algorithms. Customer hereby grants Flock a non-exclusive, worldwide, perpetual, royalty -free right to use and distribute such Anonymized Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock offerings. Parties understand that the aforementioned license is required for continuity of Services. Flock does not own and shall not sell Anonymized Data. 5. CONFIDENTIALITY; DISCLOSURES 5.1 Confidentiality. To the extent required by any applicable public records requests, each Party (the "Receiving Party") understands that the other Party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Flock includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Flock or collected by Flock via Flock Services, which includes but is not limited to geolocation information and environmental data collected by sensors. The Receiving Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event less than commercially reasonable precautions, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. At the termination of this Agreement, all Proprietary Information will be returned to the Disclosing Party, destroyed or erased (if recorded on an erasable storage medium), together with any copies thereof, when no longer needed for the purposes above, or upon request from the Disclosing Party, and in any case upon termination of the Agreement. Notwithstanding any termination, all confidentiality obligations of Proprietary Information that is trade secret shall continue in perpetuity or until such information is no longer trade secret. 5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement. Customer further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock's sole discretion. Customer and Authorized End Users shall not: (i) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock Services or Flock IP; (vi) use the Flock Services for anything other than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Customer's rights. There are no implied rights. 5.3 Disclosure of Footage. Subject to and during the Retention Period, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to comply with a legal process, enforce this Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or emergency situations. 6. PAYMENT OF FEES 6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order Form based on the billing structure and payment terms as indicated in the Order Form. To the extent the Order Form is silent, Customer shall pay all invoices net thirty (30) days from the date of receipt. If Customer believes that Flock has billed Customer incorrectly, Customer must contact Flock no later than thirty (30) days after the closing date on the first invoice in which the error or problem appeared to receive an adjustment or credit. Customer acknowledges and agrees that a failure to contact Flock within this period will serve as a waiver of any claim. If any undisputed fee is more than thirty (30) days overdue, Flock may, without limiting its other rights and remedies, suspend delivery of its service until such undisputed invoice is paid in full. Flock shall provide at least thirty (30) days' prior written notice to Customer of the payment delinquency before exercising any suspension right. 6.2 Notice of Changes to Fees. In the event of any changes to fees, Flock shall provide Customer with sixty (60) days' notice (email sufficient) prior to the end of the Initial Term or Renewal Term (as applicable). Any such changes to fees shall only impact subsequent Renewal Terms. 6.3 Taxes. To the extent Customer is not a tax exempt entity, Customer is responsible for all taxes, levies, or duties, excluding only taxes based on Flock's net income, imposed by taxing authorities associated with the order. If Flock has the legal obligation to pay or collect taxes, including amount subsequently assessed by a taxing authority, for which Customer is responsible, the appropriate amount shall be invoice to and paid by Customer unless Customer provides Flock a legally sufficient tax exemption certificate and Flock shall not charge Customer any taxes from which it is exempt. If any deduction or withholding is required by law, Customer shall notify Flock and shall pay Flock any additional amounts necessary to ensure that the net amount that Flock receives, after any deduction and withholding, equals the amount Flock would have received if no deduction or withholding had been required. VAII04;7U/:11121IMIN;7u1WE%Ifflei 7.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order Form (the "Term"). Unless otherwise indicated on the Order Form, the Term shall commence upon first installation of Flock Hardware, as applicable. Following the Term, unless otherwise indicated on the Order Form, this Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a "Renewal Term") unless either Party gives the other Party notice of non -renewal at least thirty (30) days prior to the end of the then -current term. 7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any applicable Flock Hardware at a commercially reasonable time period. In the event of any material breach of this Agreement, the non -breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period ("Cure Period"). Either Party may terminate this Agreement (i) upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business. In the event of a material breach by Flock, and Flock is unable to cure within the Cure Period, Flock will refund Customer a pro-rata portion of the pre -paid fees for Services not received due to such termination. 7.3 Survival. The following Sections will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 11.1 and 11.6. 8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER 8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded Software (a "Defect"), Customer must notify Flock's technical support team. In the event of a Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective Flock Hardware at no additional cost to the Customer. Flock reserves the right, in its sole discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or testing within a commercially reasonable time, but no longer than seven (7) business days after Customer gives notice to Flock. 8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may request a replacement of Flock Hardware at a fee according to the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule). In the event that Customer chooses not to replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that Flock is not liable for any resulting impact to Flock service, nor shall Customer receive a refund for the lost, damaged, or stolen Flock Hardware. 8.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third -party providers, or because of other causes beyond Flock's reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. 8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER'S SOLE REMEDY, AND FLOCK'S SOLE LIABILITY, WITH RESPECT TO DEFECTS. FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND FLOCK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 11.6. 8.5 Insurance. Flock will maintain commercial general liability policies as stated in Exhibit B. 8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, pandemics (including the spread of variants), issues of national security, acts or omissions of third -party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, financial institution crisis, weather conditions or acts of hackers, internet service providers or any other third party acts or omissions. 9. LIMITATION OF LIABILITY; INDEMNITY 9.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, FLOCK, ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA; (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK'S ACTUAL KNOWLEDGE OR REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED TWO (2) TIMES THE FEES PAID AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN SECTION 11.6. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) INDEMNIFICATION OBLIGATIONS. 9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable for the torts of its own officers, agents, or employees. 9.3 Flock Indemnity. Flock shall indemnify and hold harmless Customer, its City Council, agents and employees, from liability of any kind, including claims, costs (including defense) and expenses, on account of. (i) infringement of any copyrighted material, patented or unpatented invention, articles, device or appliance manufactured or used in the performance of this Agreement; or (ii) any damage or injury to property or person directly caused by Flock's installation of Flock Hardware, except for where such damage or injury was caused solely by the negligence of the Customer or its agents, officers or employees. Flock's performance of this indemnity obligation shall not exceed two (2) times the fees paid and/or payable for the services rendered under this Agreement in the preceding twelve (12) months. 10. INSTALLATION SERVICES AND OBLIGATIONS 10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of this Agreement, except as otherwise specifically set forth in this Agreement. Except as otherwise expressly stated in this Agreement, Customer is not permitted to remove, reposition, re -install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Customer agrees and understands that in the event Customer is found to engage in any of the foregoing restricted actions, all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination for material breach by Customer. Customer shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at Flock's discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock's rights to any damages Flock may sustain as a result of Customer's default and Flock shall have the right to enforce any other legal remedy or right. 10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock Hardware for optimal product functionality, as conditions and locations allow. Flock will collaborate with Customer to design the strategic geographic mapping of the location(s) and implementation of Flock Hardware to create a deployment plan ("Deployment Plan"). In the event that Flock determines that Flock Hardware will not achieve optimal functionality at a designated location, Flock shall have final discretion to veto a specific location, and will provide alternative options to Customer. 10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent requested changes to the Deployment Plan, including, but not limited to, relocating, re- positioning, adjusting of the mounting, removing foliage, replacement, changes to heights of poles will incur a fee according to the reinstall fee schedule located at (https://www.flocksafety.com/reinstall-fee-schedule). Customer will receive prior notice and confirm approval of any such fees. 10.4 Customer Installation Obligations. Customer is responsible for any applicable supplementary cost as described in the Customer Implementation Guide, attached hereto as Exhibit C. Customer represents and warrants that it has, or shall lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the designated locations and to make any necessary inspections or maintenance in connection with such installation. 10.5 Flock's Obligations. Installation of any Flock Hardware shall be installed in a professional manner within a commercially reasonable time from the Effective Date of this Agreement. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for the length of the Term. Flock may use a subcontractor or third party to perform certain obligations under this Agreement, provided that Flock's use of such subcontractor or third party shall not release Flock from any duty or liability to fulfill Flock's obligations under this Agreement. 11. MISCELLANEOUS 11.1 Compliance With Laws. Parties shall comply with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any subpoena request(s). 11.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. 11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party, without prior consent. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of merger, consolidation or similar transaction. 11.4 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous or contemporaneous negotiations, discussions or agreements, whether written and oral, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Customer's purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. Any mutually agreed upon future purchase order is subject to these legal terms and does not alter the rights and obligations under this Agreement, except that future purchase orders may outline additional products, services, quantities and billing terms to be mutually accepted by Parties. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement shall prevail. Customer agrees that Customer's purchase is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Flock with respect to future functionality or feature. 11.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Parties do not have any authority of any kind to bind each other in any respect whatsoever. Flock shall at all times be and act as an independent contractor to Customer. 11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the state in which the Customer is located. The Parties hereto agree that venue would be proper in the chosen courts of the State of which the Customer is located. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement. 11.7 Special Terms. Flock may offer certain special terms which are indicated in the Order Form and will become part of this Agreement, upon Customer's prior written consent and the mutual execution by authorized representatives ("Special Terms"). To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control. 11.8 Publicity. Upon prior written consent, Flock has the right to reference and use Customer's name and disclose the nature of the Services in business and development and marketing efforts. Nothing contained in this Agreement shall be construed as conferring on any Party, any right to use the other Party's name as an endorsement of product/service. 11.9 Feedback. If Customer or Authorized End User provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency or Authorized End User hereby assigns to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing. 11.10 Export. Customer may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign Customer or authority. As defined in Federal Acquisition Regulation ("FAR"), section 2.101, the Services, the Flock Hardware and Documentation are "commercial items" and according to the Department of Defense Federal Acquisition Regulation ("DFAR") section 252.2277014(a)(1) and are deemed to be "commercial computer software" and "commercial computer software documentation." Flock is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of any system, or as critical technology as part of any Flock system. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. 11.11 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections. 11.12 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the Parties they are representing upon the Effective Date. 11.13 Conflict. In the event there is a conflict between this Agreement and any applicable statement of work, or Customer purchase order, this Agreement controls unless explicitly stated otherwise. 11.14 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt to the address listed on the Order Form (or, if different, below), if sent by certified or registered mail, return receipt requested. 11.15 Non -Appropriation. Notwithstanding any other provision of this Agreement, all obligations of the Customer under this Agreement which require the expenditure of public funds are conditioned on the availability of said funds appropriated for that purpose. To the extent applicable, Customer shall have the right to terminate this Agreement for non appropriation with thirty (30) days written notice without penalty or other cost. FLOCK NOTICES ADDRESS: 1170 HOWELL MILL ROAD, NW SUITE 210 ATLANTA, GA 30318 ATTN: LEGAL DEPARTMENT EMAIL: legal@flocksafety.com 1"T TQ"Fnnnrn ATn rT0VQ A TlTNDrQQ- Docusign Envelope ID: 2F7B304A-64A8-4A66-A930-3D7B2C2F92D1 City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 WITH COURTESY COPIES TO: Chief of Police City of Santa Ana 20 Civic Center Plaza (M-96) P.O. Box 1988 Santa Ana, California 92702 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: JENNIFER L. HALL City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: I J� TAMARA BOGOSIAN Senior Assistant City Attorney FLOCK GROUP INC. /�,Signeed by: (�VIA�1- SDbll A, By: CITY OF SANTA ANA ALVARO NUNEZ City Manager RECOMMENDED FOR APPROVAL: ROBERT RODRIG Chief of Police Flock Safety + CA - Santa Ana PD Flock Group Inc. 1170 Howell Mill Rd, Suite 210 Atlanta, GA 30318 MAIN CONTACT: Larry Barsocchini larry.barsocchini@flocksafety.com 408.317.8617 I;q frock safety Docusign Envelope ID: B18AD992-3838-4933-A52C-937DA5lE44F4 f 4"ock safety Customer: CA - Santa Ana PD Legal Entity Name: CA - Santa Ana PD Accounts Payable Email: Address: 60 Civic Ctr Santa Ana, California 92701 Hardware and Software Products Annual recurring amounts over subscription term Flock Safety Bundles Dual Solar LPR - Standard Bundle, fka Falcon Flock Safety LPR Products Flock Safety LPR, fka Falcon Solar LPR, fka Solar Falcon Flock Safety Platform Add Ons Extended data retention (Up to 1 Year) Professional Services and One Time Purchases One Time Fees Flock Safety Professional Services Professional Services - Existing Infrastructure Implementation Fee Professional Services - Standard Implementation Fee Professional Services - Solar Bundle Implementation Fee Professional Services - MASH Tested Pole Implementation Fee - Non -Coastal Region EXHIBIT A ORDER FORM Initial Term: 36 Months Renewal Term: 24 Months Payment Terms: Net 30 Billing Frequency: Annual Plan - First Year Invoiced at Signing. Retention Period: 365 Days Included 9 Included Included 6 Included Included 18 Included Included 24 Included $0.00 5 $0.00 $0.00 1 $0.00 $0.00 9 $0.00 $0.00 1 $0.00 Subtotal Year 1: $65,520.00 Annual Recurring Subtotal: $65,520.00 Discounts: $19,390.00 Estimated Tax: $0.00 Docusign Envelope ID: B18AD992-3838-4933-A52C-937DA5lE44F4 Contract Total: $196,560.00 Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a "Renewal Term') unless either Party gives the other Party notice of non -renewal at least thirty (30) days prior to the end of the then -current term. The Term for Flock Hardware shall commence upon first installation and validation, except that the Term for any Flock Hardware that requires self - installation shall commence upon execution of the Agreement. In the event a Customer purchases more than one type of Flock Hardware, the earliest Term start date shall control. In the event a Customer purchases software only, the Term shall commence upon execution of the Agreement. Special Terms: • The parties mutually agree that the total amount of any additional services, provided by Flock pursuant to this agreement, payable by the Customer shall not exceed $211,560, inclusive of a contingency, for the aforementioned additional services, of $15,000. Docusign Envelope ID: B18AD992-3838-4933-A52C-937DA5lE44F4 Billing Schedule Year 1 At Contract Signing $65,520.00 Annual Recurring after Year 1 $65,520.00 Contract Total $196,560.00 *Tax not included Discounts ,Discountsi Flock Safety Platform $0.00 Flock Safety Add-ons $8,640.00 Flock Safety Professional Services $10,750.00 Docusign Envelope ID: B18AD992-3838-4933-A52C-937DA5lE44F4 Product and Services Description Law enforcement grade infrastructure -free (solar power + LTE) license plate recognition camera with Vehicle Fingerprint TM technology (proprietary Flock Safety LPR, fka Falcon machine learning software) and real-time alerts for unlimited users. Professional Services - Existing One-time Professional Services engagement. Includes site and safety assessment of existing vertical infrastructure location, camera setup and testing, Infrastructure Implementation Fee and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief. Extended data retention (Up to 1 Year) Extended data retention for up to 1 year for 1 Law Enforcement grade Falcon camera. Dual Solar LPR - Standard Bundle, fka Falcon Two solar -powered fixed standard -range LPR cameras on the same pole Professional Services - Standard One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance Implementation Fee with the Flock Safety Standard Implementation Service Brief. Standard range license plate recognition camera with Vehicle Fingerprint TM technology (proprietary machine learning software) and real-time alerts Solar LPR, fka Solar Falcon for unlimited users, with LTE Professional Services - Solar One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance Bundle Implementation Fee with the Flock Safety Standard Implementation Service Brief. Professional Services - MASH Tested Pole Implementation Fee - Non -Coastal Region MASH tested pole that meets DOT crashworthiness requirements. Includes materials, installation, and maintenance. Docusign Envelope ID: B18AD992-3838-4933-A52C-937DA5lE44F4 By executing this Order Form, Customer represents and warrants that it has read and agrees to all of the terms and conditions contained in the Master Services Agreement attached. The Parties have executed this Agreement as of the dates set forth below. FLOCK GROUP, INC. Customer: CA - Santa Ana PD L� Signed by: V SM See attached By: asaaFa By: Mark smith Name: Name: General Counsel Title: Title: 4/29/2025 Date: Date: PO Number: Customer: CA - Santa Ana PD By: See attached Name: Title: Date: PO Number: By executing this Order Form, Customer represents and warrants that it has read and agrees all of the terms and conditions contained in the Terms of Service located at httgs:uwww.flocksafetty.comiterms-and-conditions The Parties have executed this Agreement as of the dates set forth below. CITY OF SANTA ANA ALVARO NUNEZ City Manager Customer: CA - Santa Ana PD r. By. r fL'r W ILL Name: ail L �L�1 d PI)L jt� Title: L4 ` 10 — Date: PO Number: APPROVED AS TO FORM: SONIA R. C RVALHO City Attorn By: i Name: TAMARA BOGOSIAN Title: Senior Assistant City Attorney Date: ATTEST: By: Name: JENNIFER L. HALL Title: Citv Clerk Date: EXHIBIT B INSURANCE Required Coverage. Flock shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the services under this Agreement and the results of that work by Flock or its agents, representatives, employees or subcontractors. Insurance shall be placed with insurers with a current A. M. Best rating of no less than "A" and "VII". Flock shall obtain and, during the term of this Agreement, shall maintain policies of professional liability (errors and omissions), automobile liability, and general liability insurance for insurable amounts of not less than the limits listed herein. The insurance policies shall provide that the policies shall remain in full force during the life of the Agreement. Flock shall procure and shall maintain during the life of this Agreement Worker's Compensation insurance as required by applicable State law for all Flock employees. For the avoidance of doubt, all required insurance limits by Customer can be met through a combination of primary and excess/umbrella coverage. Types and Amounts Required. Flock shall maintain, at minimum, the following insurance coverage for the duration of this Agreement: (i) Commercial General Liability insurance written on an occurrence basis with minimum limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad -form property damage, and product and completed operations coverage; (ii) Umbrella or Excess Liability insurance written on an occurrence basis with minimum limits of Ten Million Dollars ($10,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate; (iii) Professional Liability/Errors and Omissions insurance with minimum limits of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate; (iv) Commercial Automobile Liability insurance with a minimum combined single limit of One Million Dollars ($1,000,000) per occurrence for bodily injury, death, and property coverage, including owned and non -owned and hired automobile coverage; and (v) Cyber Liability insurance written on an occurrence basis with minimum limits of Five Million Dollars ($5,000,000); and (vi) Workers' Compensation as required by the State of California, with statutory limits, and Employer's Liability insurance with limits of no less than $1,000,000 per accident, policy, employee, for bodily injury or disease. The above required insurance policies are to contain or be endorsed to contain the following provisions: a. City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be added as additional insureds, under Flock's commercial general liability, automobile liability and cyber liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Company including materials, parts, equipment, and personnel furnished in connection with such work or operations. b. Flock's insurance companies agree to waive all rights of subrogation against City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of the commercial general liability and worker's compensation policies which arise from work performed by Company under this Agreement. c. For any claims related to this contract, Company's insurance coverage shall be primary and any insurance maintained by City of Santa Ana, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. d. A severability of interest provision must apply for all the additional insureds, ensuring that Company's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. e. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment of premium. f. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Gil Hernandez, Santa Ana Police Department, 60 Civic Center Plaza, Santa Ana, CA 92701. If applicable, the name and location of project must be included in the Description of Operations section of each certificate. Exhibit 2 Motorola Solutions Customer Agreement This Motorola Solutions Customer Agreement (the "MCA") is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 ("Motorola") and the entity set forth in the signature block below ("Customer"). Motorola and Customer will each be referred to herein as a "Party" and collectively as the "Parties". This Agreement (as defined below) is effective as of the date of the last signature (the "Effective Date"). Agreement. 1.1. Scope; Agreement Documents. This MCA governs Customer's purchase of Products (as defined below) and Services (as defined below) from Motorola. Additional terms and conditions applicable to specific Products and Services are set forth in one or more addenda attached to this MCA (each an "Addendum", and collectively the "Addenda"). In addition, the Parties may agree upon solution descriptions, equipment lists, statements of work, schedules, technical specifications, and other ordering documents setting forth the Products and Services to be purchased by Customer and provided by Motorola and additional rights and obligations of the Parties (the "Ordering Documents"). To the extent required by applicable procurement law, a proposal submitted by Motorola in response to a competitive procurement process will be included within the meaning of the term Ordering Documents. This MCA, the Addenda, and any Ordering Documents collectively form the Parties' "Agreement". 1.2. Order of Precedence. Each Addendum will control with respect to conflicting terms in the MCA, but only as applicable to the Products and Services described in such Addendum. Each Ordering Document will control with respect to conflicting terms in the MCA or any Addenda, but only as applicable to the Products and Services described on such Ordering Document. 2. Products and Services. 2.1. Products. Motorola will (a) sell hardware provided by Motorola ("Equipment"), (b) license software which is either preinstalled on Equipment or installed on Customer -Provided Equipment (as defined below) and licensed to Customer by Motorola for a perpetual or other defined license term ("Licensed Software"), and (c) license cloud -based software as a service products and other software which is either preinstalled on Equipment or installed on Customer -Provided Equipment, but licensed to Customer by Motorola on a subscription basis ("Subscription Software") to Customer, to the extent each is set forth in an Ordering Document, for Customer's own use in accordance with this Agreement. The Equipment, Licensed Software, and Subscription Software shall collectively be referred to herein as "Products", or individually as a "Product". At any time during the Term (as defined below), Motorola may substitute any Products at no cost to Customer, if the substitute is substantially similar to the Products set forth in the applicable Ordering Documents. 2.2. Services. 2.2.1. Motorola will provide services related to purchased Products ("Services"), to the extent set forth in an Ordering Document. 2.2.2. Integration Services; Maintenance and Support Services. If specified in an Ordering Document, Motorola will provide, for the term of such Ordering Document, (a) design, deployment, and integration Services in order to design, install, set up, configure, and/or integrate the applicable Products at the applicable locations ("Sites"), agreed upon by the Parties ("Integration Services"), or (b) Motorola Customer Agreement break/fix maintenance, technical support, or other Services (such as software integration Services) ("Maintenance and Support Services"), each as further described in the applicable statement of work. Maintenance and Support Services and Integration Services will each be considered "Services", as defined above. 2.2.3. Service Ordering Documents. The Fees for Services will be set forth in an Ordering Document and any applicable project schedules. A Customer point of contact will be set forth in the applicable statement of work for the Services. For purposes of clarity, each statement of work will be incorporated into, and form an integral part of, the Agreement. 2.2.4. Service Completion. Unless otherwise specified in the applicable Ordering Document, Services described in an Ordering Document will be deemed complete upon Motorola's performance of all Services listed in such Ordering Document ("Service Completion Date"); provided, however, that Maintenance and Support Services may be offered on an ongoing basis during a given Ordering Document term, in which case such Maintenance and Support Services will conclude upon the expiration or termination of such Ordering Document. 2.3. Non -Preclusion. If, in connection with the Products and Services provided under this Agreement, Motorola makes recommendations, including a recommendation to purchase other products or services, nothing in this Agreement precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products or other services to Customer. Customer represents that this paragraph does not violate its procurement standards or other laws, regulations, or policies. 2.4. Customer Obligations. Customer will ensure that information Customer provides to Motorola in connection with receipt of Products and Services are accurate and complete in all material respects. Customer will make timely decisions and obtain any required management approvals that are reasonably necessary for Motorola to provide the Products and Services and perform its other duties under this Agreement. Unless the applicable Ordering Document states otherwise, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions or Customer information, decisions, or approvals described in this Section. If any assumptions in the Ordering Documents or information provided by Customer prove to be incorrect, or if Customer fails to perform any of its obligations under this Agreement, Motorola's ability to perform its obligations may be impacted and changes to the Agreement, including the scope, Fees, and performance schedule may be required. 2.5. Documentation. Products and Services may be delivered with documentation for the Equipment, software Products, or data that specifies technical and performance features, capabilities, users, or operation, including training manuals, and other deliverables, such as reports, specifications, designs, plans, drawings, analytics, or other information (collectively, "Documentation"). Documentation is and will be owned by Motorola, unless otherwise expressly agreed in an Addendum or Ordering Document that certain Documentation will be owned by Customer. Motorola hereby grants Customer a limited, royalty -free, worldwide, non-exclusive license to use the Documentation solely for its internal business purposes in connection with the Products and Services. 2.6. Motorola Tools and Equipment. As part of delivering the Products and Services, Motorola may provide certain tools, equipment, models, and other materials of its own. Such tools and equipment will remain the sole property of Motorola unless they are to be purchased by Customer as Products and are explicitly listed on an Ordering Document. The tools and equipment may be held by Customer for Motorola's use without charge and may be removed from Customer's Motorola Customer Agreement 2 premises by Motorola at any time without restriction. Customer will safeguard all tools and equipment while in Customer's custody or control, and be liable for any loss or damage. Upon the expiration or earlier termination of this Agreement, Customer, at its expense, will return to Motorola all tools and equipment in its possession or control. 2.7. Authorized Users. Customer will ensure its employees and Authorized Users comply with the terms of this Agreement and will be liable for all acts and omissions of its employees and Authorized Users. Customer is responsible for the secure management of Authorized Users' names, passwords and login credentials for access to Products and Services. "Authorized Users" are Customer's employees, full-time contractors engaged for the purpose of supporting the Products and Services that are not competitors of Motorola, and the entities (if any) specified in an Ordering Document or otherwise approved by Motorola in writing (email from an authorized Motorola signatory accepted), which may include affiliates or other Customer agencies. 2.8. Export Control. Customer, its employees, and any other Authorized Users will not access or use the Products and Services in any jurisdiction in which the provision of such Products and Services is prohibited under applicable laws or regulations (a "Prohibited Jurisdiction"), and Customer will not provide access to the Products and Services to any government, entity, or individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it and its Authorized Users are not named on any U.S. government list of persons prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it and its Authorized Users are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit its Authorized Users to access or use the Products or Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized Users will comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which Customer, its employees, and the Authorized Users are located. 2.9. Change Orders. Unless a different change control process is agreed upon in writing by the Parties, a Party may request changes to an Addendum or an Ordering Document by submitting a change order to the other Party (each, a "Change Order"). If a requested change in a Change Order causes an increase or decrease in the Products or Services, the Parties by means of the Change Order will make appropriate adjustments to the Fees, project schedule, or other matters. Change Orders are effective and binding on the Parties only upon execution of the Change Order by an authorized representative of both Parties. 3. Term and Termination. 3.1. Term. The term of this MCA ("Term") will commence on the Effective Date and continue until six (6) months after the later of (a) the termination, expiration, or discontinuance of services under the last Ordering Document in effect, or (b) the expiration of all applicable warranty periods, unless the MCA is earlier terminated as set forth herein. The applicable Addendum or Ordering Document will set forth the term for the Products and Services governed thereby. 3.2. Termination. Either Party may terminate the Agreement or the applicable Addendum or Ordering Document if the other Party breaches a material obligation under the Agreement and does not cure such breach within thirty (30) days after receipt of notice of the breach or fails to produce a cure plan within such period of time. Each Addendum and Ordering Document may be separately terminable as set forth therein. 3.3. Suspension of Services. Motorola may terminate or suspend any Products or Services under an Ordering Document if Motorola determines: (a) the related Product license has expired or has terminated for any reason; (b) the applicable Product is being used on a hardware platform, Motorola Customer Agreement operating system, or version not approved by Motorola; (c) Customer fails to make any payments when due; or (d) Customer fails to comply with any of its other obligations or otherwise delays Motorola's ability to perform. 3.4. Effect of Termination or Expiration. Upon termination for any reason or expiration of this Agreement, an Addendum, or an Ordering Document, Customer and the Authorized Users will return or destroy (at Motorola's option) all Motorola Materials and Motorola's Confidential Information in their possession or control and, as applicable, provide proof of such destruction, except that Equipment purchased by Customer should not be returned. If Customer has any outstanding payment obligations under this Agreement, Motorola may accelerate and declare all such obligations of Customer immediately due and payable by Customer. Notwithstanding the reason for termination or expiration, Customer must pay Motorola for Products and Services already delivered. Customer has a duty to mitigate any damages under this Agreement, including in the event of default by Motorola and Customer's termination of this Agreement. 4. Payment and Invoicing. 4.1. Fees. Fees and charges applicable to the Products and Services (the "Fees") will be as set forth in the applicable Addendum or Ordering Document, and such Fees may be changed by Motorola at any time, except that Motorola will not change the Fees for Products and Services purchased by Customer during the term of an active Ordering Document or during a Subscription Term (as defined and further described in the applicable Addendum). Changes in the scope of Services described in an Ordering Document may require an adjustment to the Fees due under such Ordering Document. If a specific invoicing or payment schedule is set forth in the applicable Addendum or Ordering Document, such schedule will apply solely with respect to such Addendum or Ordering Document. Unless otherwise specified in the applicable Ordering Document, the Fees for any Services exclude expenses associated with unusual and costly Site access requirements (e.g., if Site access requires a helicopter or other equipment), and Customer will reimburse Motorola for these or other expenses incurred by Motorola in connection with the Services. 4.2. Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes, assessments, duties, or regulatory charges or contribution requirements (collectively, "Taxes"), all of which will be paid by Customer, except as exempt by law, unless otherwise specified in an Ordering Document. If Motorola is required to pay any Taxes, Customer will reimburse Motorola for such Taxes (including any interest and penalties) within thirty (30) days after Customer's receipt of an invoice therefore. Customer will be solely responsible for reporting the Products for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income and net worth. 4.3. Invoicing. Motorola will invoice Customer at the frequency set forth in the applicable Addendum or Ordering Document, and Customer will pay all invoices within thirty (30) days of the invoice date or as otherwise specified in the applicable Addendum or Ordering Document. Late payments will be subject to interest charges at the maximum rate permitted by law, commencing upon the due date. Motorola may invoice electronically via email, and Customer agrees to receive invoices via email at the email address set forth in an Ordering Document. Customer acknowledges and agrees that a purchase order or other notice to proceed is not required for payment for Products or Services. 5. Sites; Customer -Provided Equipment; Non -Motorola Content. 5.1. Access to Sites. Customer will be responsible for providing all necessary permits, licenses, and other approvals necessary for the installation and use of the Products and the performance of the Services at each applicable Site, including for Motorola to perform its obligations hereunder, Motorola Customer Agreement 4 and for facilitating Motorola's access to the Sites. No waivers of liability will be imposed on Motorola or its subcontractors by Customer or others at Customer facilities or other Sites, but if and to the extent any such waivers are imposed, the Parties agree such waivers are void. 5.2. Site Conditions. Customer will ensure that (a) all Sites are safe and secure, (b) Site conditions meet all applicable industry and legal standards (including standards promulgated by OSHA or other governmental or regulatory bodies), (c) to the extent applicable, Sites have adequate physical space, air conditioning, and other environmental conditions, electrical power outlets, distribution, equipment, connections, and telephone or other communication lines (including modem access and interfacing networking capabilities), and (d) Sites are suitable for the installation, use, and maintenance of the Products and Services. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date. 5.3. Site Issues. Motorola will have the right at any time to inspect the Sites and advise Customer of any deficiencies or non -conformities with the requirements of this Section 5 — Sites; Customer -Provided Equipment; Non -Motorola Content. If Motorola or Customer identifies any deficiencies or non -conformities, Customer will promptly remediate such issues or the Parties will select a replacement Site. If a Party determines that a Site identified in an Ordering Document is not acceptable or desired, the Parties will cooperate to investigate the conditions and select a replacement Site or otherwise adjust the installation plans and specifications as necessary. A change in Site or adjustment to the installation plans and specifications may cause a change in the Fees or performance schedule under the applicable Ordering Document. 5.4. Customer -Provided Equipment. Certain components, including equipment and software, not provided by Motorola may be required for use of the Products and Services ("Customer - Provided Equipment"). Customer will be responsible, at its sole cost and expense, for providing and maintaining the Customer -Provided Equipment in good working order. Customer represents and warrants that it has all rights in Customer -Provided Equipment to permit Motorola to access and use the applicable Customer -Provided Equipment to provide the Products and Services under this Agreement, and such access and use will not violate any laws or infringe any third - party rights (including intellectual property rights). Customer (and not Motorola) will be fully liable for Customer -Provided Equipment, and Customer will immediately notify Motorola of any Customer -Provided Equipment damage, loss, change, or theft that may impact Motorola's ability to provide the Products and Services under this Agreement, and Customer acknowledges that any such events may cause a change in the Fees or performance schedule under the applicable Ordering Document. 5.5. Non -Motorola Content. In certain instances, Customer may be permitted to access, use, or integrate Customer or third -party software, services, hardware, content, and data that is not provided by Motorola (collectively, "Non -Motorola Content") with or through the Products and Services. If Customer accesses, uses, or integrates any Non -Motorola Content with the Products or Services, Customer will first obtain all necessary rights and licenses to permit Customer's and its Authorized Users' use of the Non -Motorola Content in connection with the Products and Services. Customer will also obtain the necessary rights for Motorola to use such Non -Motorola Content in connection with providing the Products and Services, including the right for Motorola to access, store, and process such Non -Motorola Content (e.g., in connection with Subscription Software), and to otherwise enable interoperation with the Products and Services. Customer represents and warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or integrating the applicable Non -Motorola Content with the Products and Services, and that Customer and its Authorized Users will comply with any terms and conditions applicable to such Non -Motorola Content. If any Non -Motorola Content require access to Customer Data (as Motorola Customer Agreement 5 defined below), Customer hereby authorizes Motorola to allow the provider of such Non -Motorola Content to access Customer Data, in connection with the interoperation of such Non -Motorola Content with the Products and Services. Customer acknowledges and agrees that Motorola is not responsible for, and makes no representations or warranties with respect to, the Non -Motorola Content (including any disclosure, modification, or deletion of Customer Data resulting from use of Non -Motorola Content or failure to properly interoperate with the Products and Services). If Customer receives notice that any Non -Motorola Content must be removed, modified, or disabled within the Products or Services, Customer will promptly do so. Motorola will have the right to disable or remove Non -Motorola Content if Motorola believes a violation of law, third -party rights, or Motorola's policies is likely to occur, or if such Non -Motorola Content poses or may pose a security or other risk or adverse impact to the Products or Services, Motorola, Motorola's systems, or any third party (including other Motorola customers). Motorola may provide certain Non - Motorola Content as an authorized sales representative of a third party as set out in an Ordering Document. As an authorized sales representative, the third party's terms and conditions, as set forth in the Ordering Document, will apply to any such sales. Any orders for such Non -Motorola Content will be filled by the third party. Nothing in this Section will limit the exclusions set forth in Section 7.2 — Intellectual Property Infringement. 5.6. End User Licenses. Notwithstanding any provision to the contrary in the Agreement, certain Non -Motorola Content software are governed by a separate license, EULA, or other agreement, including terms governing third -party equipment or software, such as open source software, included in the Products and Services. Customer will comply, and ensure its Authorized Users comply, with any such additional terms applicable to third -party equipment or software. If provided for in the separate third party license, Customer may have a right to receive source code for such software; a copy of such source code may be obtained free of charge by contacting Motorola. 6. Representations and Warranties. 6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) it has the right to enter into the Agreement and perform its obligations hereunder, and (b) the Agreement will be binding on such Party. 6.2. Motorola Warranties. Subject to the disclaimers and exclusions below, Motorola represents and warrants that (a) Services will be provided in a good and workmanlike manner and will conform in all material respects to the descriptions in the applicable Ordering Document; and (b) for a period of ninety (90) days commencing upon the Service Completion Date for one- time Services, the Services will be free of material defects in materials and workmanship. Other than as set forth in subsection (a) above, recurring Services are not warranted but rather will be subject to the requirements of the applicable Addendum or Ordering Document. Motorola provides other express warranties for Motorola -manufactured Equipment, Motorola -owned software Products, and certain Services. Such express warranties are included in the applicable Addendum or Ordering Document. Such representations and warranties will apply only to the applicable Product or Service that is the subject of such Addendum or Ordering Document. 6.3. Warranty Claims; Remedies. To assert a warranty claim, Customer must notify Motorola in writing of the claim prior to the expiration of any warranty period set forth in this MCA or the applicable Addendum or Ordering Document. Unless a different remedy is otherwise expressly set forth for a particular warranty under an Addendum, upon receipt of such claim, Motorola will investigate the claim and use commercially reasonable efforts to repair or replace any confirmed materially non -conforming Product or re -perform any non -conforming Service, at its option. Such remedies are Customer's sole and exclusive remedies for Motorola's breach of a warranty. Motorola Customer Agreement Motorola's warranties are extended by Motorola to Customer only, and are not assignable or transferrable. 6.4. Pass -Through Warranties. Notwithstanding any provision of this Agreement to the contrary, Motorola will have no liability for third -party software or hardware provided by Motorola; provided, however, that to the extent offered by third -party providers of software or hardware and to the extent permitted by law, Motorola will pass through express warranties provided by such third parties. 6.5. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS AND PASS THROUGH WARRANTIES IN THIS AGREEMENT, PRODUCTS AND SERVICES PURCHASED HEREUNDER ARE PROVIDED "AS IS" AND WITH ALL FAULTS. WARRANTIES SET FORTH IN THE AGREEMENT ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS AND SERVICES AND MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY. MOTOROLA DOES NOT REPRESENT OR WARRANT THAT USE OF THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, ERROR -FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT THEY WILL MEET CUSTOMER'S PARTICULAR REQUIREMENTS. 7. Indemnification. 7.1. General Indemnity. Motorola will defend, indemnify, and hold Customer, its City Council, employees, agents and representatives harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from and against any and all actual or threatened third -party claim, demand, action, or proceeding ("Claim") for personal injury, death, or direct damage to tangible property to the extent caused by Motorola's negligence, gross negligence or willful misconduct while performing its duties and obligations under this Agreement, an Ordering Document, or an Addendum, except to the extent the claim arises from Customer's negligence or willful misconduct. Motorola's duties under this Section 7.1 — General Indemnity are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise, except that Customer's express prior written consent shall be required for any such settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Claim. 7.2. Intellectual Property Infringement. Motorola will defend Customer against any third -party claim alleging that a Motorola -developed or manufactured Product or Service (the "Infringing Product") directly infringes a United States patent or copyright ("Infringement Claim"), and Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an Infringement Claim. Motorola's duties under this Section 7.2 — Intellectual Property Infringement are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Infringement Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise, except that Customer's express prior written consent shall be required for any such settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Infringement Claim. 7.2.1. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Infringing Product; (b) replace or modify the Infringing Product so that it becomes non -infringing; or (c) grant Customer (i) a pro -rated refund of any Motorola Customer Agreement amounts pre -paid for the Infringing Product (if the Infringing Product is a software Product, i.e., Licensed Software or Subscription Software) or (ii) a credit for the Infringing Product, less a reasonable charge for depreciation (if the Infringing Product is Equipment, including Equipment with embedded software). 7.2.2. In addition to the other damages disclaimed under this Agreement, Motorola will have no duty to defend or indemnify Customer for any Infringement Claim that arises from or is based upon: (a) Customer Data, Customer -Provided Equipment, Non -Motorola Content, or third -party equipment, hardware, software, data, or other third -party materials; (b) the combination of the Product or Service with any products or materials not provided by Motorola; (c) a Product or Service designed, modified, or manufactured in accordance with Customer's designs, specifications, guidelines or instructions; (d) a modification of the Product or Service by a party other than Motorola; (e) use of the Product or Service in a manner for which the Product or Service was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to use or install an update to the Product or Service, after a reasonable time of receiving notification of update by Motorola, that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the Infringing Product. 7.2.3. This Section 7.2 — Intellectual Property Infringement provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. For clarity, the rights and remedies provided in this Section are subject to, and limited by, the restrictions set forth in Section 8 — Limitation of Liability below. 7.3. Customer Indemnity. Customer will defend, indemnify, and hold Motorola and its subcontractors harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual or threatened third - party claim, demand, action, or proceeding to the extent caused by (a) Customer -Provided Equipment, Customer Data, or Non -Motorola Content, including any claim, demand, action, or proceeding alleging that any such equipment, data, or materials (or the integration or use thereof with the Products and Services) infringes or misappropriates a third -party intellectual property or other right, violates applicable law, or breaches the Agreement; (b) Customer -Provided Equipment's failure to meet the minimum requirements set forth in the applicable Documentation or match the applicable specifications provided to Motorola by Customer in connection with the Products or Services; (c) Customer's (or its service providers, agents, employees, or Authorized User's) negligence or willful misconduct; and (d) Customer's or its Authorized User's breach of this Agreement. This indemnity will not apply to the extent any such claim is caused by Motorola's use of Customer -Provided Equipment, Customer Data, or Non -Motorola Content in violation of the Agreement. Motorola will give Customer prompt, written notice of any claim subject to the foregoing indemnity. Motorola will, at its own expense, cooperate with Customer in its defense or settlement of the claim. 8. Limitation of Liability. 8.1. DISCLAIMER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH, MOTOROLA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "MOTOROLA PARTIES") WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT (WHETHER UNDER MOTOROLA'S INDEMNITY OBLIGATIONS, A Motorola Customer Agreement 8 CAUSE OF ACTION FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUES, EVEN IF MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR ANY THIRD PARTY OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE FORESEEABLE. 8.2. DIRECT DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL AGGREGATE LIABILITY OF THE MOTOROLA PARTIES, WHETHER BASED ON A CLAIM IN CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO OR ARISING OUT OF THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER. NOTWITHSTANDING THE FOREGOING, FOR ANY SUBSCRIPTION SOFTWARE OR FOR ANY RECURRING SERVICES, THE MOTOROLA PARTIES' TOTAL LIABILITY FOR ALL CLAIMS RELATED TO SUCH PRODUCT OR RECURRING SERVICES IN THE AGGREGATE WILL NOT EXCEED THE TOTAL FEES PAID FOR SUCH SUBSCRIPTION SOFTWARE OR RECURRING SERVICE, AS APPLICABLE, DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE FIRST CLAIM AROSE. 8.3. ADDITIONAL EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A) CUSTOMER DATA, INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DATA AVAILABLE THROUGH THE PRODUCTS OR SERVICES; (B) CUSTOMER -PROVIDED EQUIPMENT, NON-MOTOROLA CONTENT, THE SITES, OR THIRD -PARTY EQUIPMENT, HARDWARE, SOFTWARE, DATA, OR OTHER THIRD -PARTY MATERIALS, OR THE COMBINATION OF PRODUCTS AND SERVICES WITH ANY OF THE FOREGOING; (C) LOSS OF DATA OR HACKING, RANSOMWARE, OR OTHER THIRD -PARTY ATTACKS OR DEMANDS; (D) MODIFICATION OF PRODUCTS OR SERVICES BY ANY PERSON OTHER THAN MOTOROLA; (E) RECOMMENDATIONS PROVIDED IN CONNECTION WITH OR BYTHE PRODUCTS AND SERVICES; (F) DATA RECOVERY SERVICES OR DATABASE MODIFICATIONS; OR (G) CUSTOMER'S OR ANY AUTHORIZED USER'S BREACH OF THIS AGREEMENT OR MISUSE OF THE PRODUCTS AND SERVICES. 8.4. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed issues in Section 8.3 — Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable. 8.5. Statute of Limitations. Customer may no connection with this Agreement or the Products date of accrual of the cause of action. 9. Confidentiality. t bring any claims against a Motorola Party in and Services more than one (1) year after the 9.1. Confidential Information. "Confidential Information" means any and all non-public information provided by one Party ("Discloser") to the other ("Recipient") that is disclosed under this Agreement in oral, written, graphic, machine recognizable, or sample form, being clearly designated, labeled or marked as confidential or its equivalent or that a reasonable businessperson would consider non-public and confidential by its nature. With respect to Motorola, Confidential Information will also include Products and Services, and Documentation, as well as any other information relating to the Products and Services. The nature and existence of this Agreement are considered Confidential Information of the Parties. In order to be considered Motorola Customer Agreement Confidential Information, information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by Discloser by submitting a written document to Recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent. 9.2. Obligations of Confidentiality. During the Term and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (a) not disclose Confidential Information to any third party, except as expressly permitted in this Section 9 - Confidentiality; (b) restrict disclosure of Confidential Information to only those employees (including, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must access the Confidential Information for the purpose of, and who are bound by confidentiality terms substantially similar to those in, this Agreement; (c) not copy, reproduce, reverse engineer, de -compile or disassemble any Confidential Information; (d) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (e) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (f) only use the Confidential Information as needed to fulfill its obligations and secure its rights under this Agreement. 9.3. Exceptions. Recipient is not obligated to maintain as confidential any information that Recipient can demonstrate by documentation (a) is publicly available at the time of disclosure or becomes available to the public without breach of this Agreement; (b) is lawfully obtained from a third party without a duty of confidentiality to Discloser; (c) is otherwise lawfully known to Recipient prior to such disclosure without a duty of confidentiality to Discloser; or (d) is independently developed by Recipient without the use of, or reference to, any of Discloser's Confidential Information or any breach of this Agreement. Additionally, Recipient may disclose Confidential Information to the extent required by law, including a judicial or legislative order or proceeding. 9.4. Ownership of Confidential Information. All Confidential Information is and will remain the property of Discloser and will not be copied or reproduced without the express written permission of Discloser (including as permitted herein). Within ten (10) days of receipt of Discloser's written request, Recipient will return or destroy all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain (a) one (1) archival copy of the Confidential Information for use only in case of a dispute concerning this Agreement and (b) Confidential Information that has been automatically stored in accordance with Recipient's standard backup or recordkeeping procedures, provided, however that Recipient will remain subject to the obligations of this Agreement with respect to any Confidential Information retained subject to clauses (a) or (b). No license, express or implied, in the Confidential Information is granted to the Recipient other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. Discloser represents and warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement. 10. Proprietary Rights; Data; Feedback. 10.1. Data Definitions. The following terms will have the stated meanings: "Customer Contact Data" means data Motorola collects from Customer, its Authorized Users, and their end users for business contact purposes, including marketing, advertising, licensing and sales purposes; "Service Use Data" means data generated by Customer's use of the Products and Services or by Motorola's support of the Products and Services, including personal information, product Motorola Customer Agreement 10 performance and error information, activity logs and date and time of use; "Customer Data" means data, information, and content, including images, text, videos, documents, audio, telemetry, location and structured data base records, provided by, through, or on behalf of Customer, its Authorized Users, and their end users through the use of the Products and Services. Customer Data does not include Customer Contact Data, Service Use Data, or information from publicly available sources or other Third -Party Data or Motorola Data; "Third -Party Data" means information obtained by Motorola from publicly available sources or its third party content providers and made available to Customer through the Products or Services; "Motorola Data" means data owned or licensed by Motorola; "Feedback" means comments or information, in oral or written form, given to Motorola by Customer or Authorized Users, including their end users, in connection with or relating to the Products or Services; and "Process" or "Processing" means any operation or set of operations which is performed on personal information or on sets of personal information, whether or not by automated means, such as collection, recording, copying, analyzing, caching, organization, structuring, storage, adaptation, or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. 10.2. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer with access to software, tools, data, and other materials, including designs, utilities, models, methodologies, systems, and specifications, which Motorola has developed or licensed from third parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de -compilations, disassemblies, or derivative works of the foregoing, whether made by Motorola or another party) (collectively, "Motorola Materials"). The Products and Services, Motorola Data, Third -Party Data, and Documentation, are considered Motorola Materials. Except when Motorola has expressly transferred title or other interest to Customer by way of an Addendum or Ordering Document, the Motorola Materials are the property of Motorola or its licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets, know-how, other intellectual property and proprietary rights, and all associated goodwill and moral rights). For clarity, this Agreement does not grant to Customer any shared development rights in or to any Motorola Materials or other intellectual property, and Customer agrees to execute any documents and take any other actions reasonably requested by Motorola to effectuate the foregoing. Motorola and its licensors reserve all rights not expressly granted to Customer, and no rights, other than those expressly granted herein, are granted to Customer by implication, estoppel or otherwise. Customer will not modify, disassemble, reverse engineer, derive source code or create derivative works from, merge with other software, distribute, sublicense, sell, or export the Products and Services or other Motorola Materials, or permit any third party to do so. 10.3. Ownership of Customer Data. Customer retains all right, title and interest, including intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to Customer Data except those rights granted under this Agreement including the right to Process and use the Customer Data as set forth in Section 10.4 — Processing Customer Data below and in other applicable Addenda. The Parties agree that with regard to the Processing of personal information which may be part of Customer Data, Customer is the controller and Motorola is the processor, and may engage sub -processors pursuant to Section 10.4.3 — Sub -processors. 10.4. Processing Customer Data. 10.4.1. Motorola Use of Customer Data. To the extent permitted by law, Customer grants Motorola and its subcontractors a right to use Customer Data and a royalty -free, worldwide, non-exclusive license to use Customer Data (including to process, host, cache, store, reproduce, copy, modify, combine, analyze, create derivative works Motorola Customer Agreement 11 from such Customer Data and to communicate, transmit, and distribute such Customer Data to third parties engaged by Motorola) to (a) perform Services and provide Products under the Agreement, (b) analyze the Customer Data to operate, maintain, manage, and improve Motorola Products and Services, and (c) create new products and services. Customer agrees that this Agreement, along with the Documentation, are Customer's complete and final documented instructions to Motorola for the processing of Customer Data. Any additional or alternate instructions must be agreed to according to the Change Order process. Customer represents and warrants to Motorola that Customer's instructions, including appointment of Motorola as a processor or sub -processor, have been authorized by the relevant controller. 10.4.2. Collection, Creation, Use of Customer Data. Customer further represents and warrants that the Customer Data, Customer's collection, creation, and use of the Customer Data (including in connection with Motorola's Products and Services), and Motorola's use of such Customer Data in accordance with the Agreement, will comply with all laws and will not violate any applicable privacy notices or infringe any third -party rights (including intellectual property and privacy rights). It is Customer's responsibility to obtain all required consents, provided all necessary notices, and meet any other applicable legal requirements with respect to collection and use (including Motorola's use) of the Customer Data as described in the Agreement. 10.4.3. Sub -processors. Customer agrees that Motorola may engage sub -processors who in turn may engage additional sub -processors to Process personal data in accordance with this Agreement. When engaging sub -processors, Motorola will enter into agreements with the sub -processors to bind them to data processing obligations to the extent required by law. 10.5. Data Retention and Deletion. Except as expressly provided otherwise under the Agreement, Motorola will delete all Customer Data following termination or expiration of this MCA or the applicable Addendum or Ordering Document, with such deletion to occur no later than ninety (90) days following the applicable date of termination or expiration, unless otherwise required to comply with applicable law. Any requests for the exportation or download of Customer Data must be made by Customer to Motorola in writing before expiration or termination, subject to Section 13.9 — Notices. Motorola will have no obligation to retain such Customer Data beyond expiration or termination unless the Customer has purchased extended storage from Motorola through a mutually executed Ordering Document. 10.6. Service Use Data. Customer understands and agrees that Motorola may collect and use Service Use Data for its own purposes, including the uses described below. Motorola may use Service Use Data to (a) operate, maintain, manage, and improve existing and create new products and services, (b) test products and services, (c) to aggregate Service Use Data and combine it with that of other users, and (d) to use anonymized or aggregated data for marketing, research or other business purposes. Service Use Data may be disclosed to third parties. It is Customer's responsibility to notify Authorized Users of Motorola's collection and use of Service Use Data and to obtain any required consents, provide all necessary notices, and meet any other applicable legal requirements with respect to such collection and use, and Customer represents and warrants to Motorola that it has complied and will continue to comply with this Section. 10.7. Third -Party Data and Motorola Data. Motorola Data and Third -Party Data may be available to Customer through the Products and Services. Customer and its Authorized Users may use Motorola Data and Third -Party Data as permitted by Motorola and the applicable Third -Party Data Motorola Customer Agreement 12 provider, as described in the applicable Addendum. Unless expressly permitted in the applicable Addendum, Customer will not, and will ensure its Authorized Users will not: (a) use the Motorola Data or Third -Party Data for any purpose other than Customer's internal business purposes; (b) disclose the data to third parties; (c) "white label" such data or otherwise misrepresent its source or ownership, or resell, distribute, sublicense, or commercially exploit the data in any manner; (d) use such data in violation of applicable laws; (e) remove, obscure, alter, or falsify any marks or proprietary rights notices indicating the source, origin, or ownership of the data; or (f) modify such data or combine it with Customer Data or other data or use the data to build databases. Additional restrictions may be set forth in the applicable Addendum. Any rights granted to Customer or Authorized Users with respect to Motorola Data or Third -Party Data will immediately terminate upon termination or expiration of the applicable Addendum, Ordering Document, or this MCA. Further, Motorola or the applicable Third -Party Data provider may suspend, change, or terminate Customer's or any Authorized User's access to Motorola Data or Third -Party Data if Motorola or such Third -Party Data provider believes Customer's or the Authorized User's use of the data violates the Agreement, applicable law or Motorola's agreement with the applicable Third -Party Data provider. Upon termination of Customer's rights to use any Motorola Data or Third -Party Data, Customer and all Authorized Users will immediately discontinue use of such data, delete all copies of such data, and certify such deletion to Motorola. Notwithstanding any provision of the Agreement to the contrary, Motorola will have no liability for Third -Party Data or Motorola Data available through the Products and Services. Motorola and its Third -Party Data providers reserve all rights in and to Motorola Data and Third -Party Data not expressly granted in an Addendum or Ordering Document. 10.8. Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create any confidentiality obligation for Motorola, even if designated as confidential by Customer. Motorola may use, reproduce, license, and otherwise distribute and exploit the Feedback without any obligation or payment to Customer or Authorized Users and Customer represents and warrants that it has obtained all necessary rights and consents to grant Motorola the foregoing rights. 10.9. Improvements; Products and Services. The Parties agree that, notwithstanding any provision of this MCA or the Agreement to the contrary, all fixes, modifications and improvements to the Services or Products conceived of or made by or on behalf of Motorola that are based either in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise) are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements will vest solely in Motorola. Customer agrees to execute any written documents necessary to assign any intellectual property or other rights it may have in such fixes, modifications or improvements to Motorola. 11. Force Majeure; Delays Caused by Customer. 11.1. Force Majeure. Except for Customer's payment obligations hereunder, neither Party will be responsible for nonperformance or delayed performance due to events outside of its reasonable control. If performance will be significantly delayed, the affected Party will provide notice to the other Party, and the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule. 11.2. Delays Caused by Customer. Motorola's performance of the Products and Services will be excused for delays caused by Customer or its Authorized Users or subcontractors, or by failure of any assumptions set forth in this Agreement (including in any Addendum or Ordering Document). In the event of a delay under this Section 11.2 — Delays Caused by Customer, (a) Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule, and (c) Customer will Motorola Customer Agreement 13 compensate Motorola for its out-of-pocket costs incurred due to the delay (including those incurred by Motorola's affiliates, vendors, and subcontractors). 12. Disputes. The Parties will use the following procedure to resolve any disputes relating to or arising out of this Agreement (each, a "Dispute"): 12.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the laws of the State of Illinois, unless Customer is the United States Government (or an agency thereof), in which case all matters relating to or arising out of the Agreement will be governed by the laws of the State in which the Products and Services are provided. The terms of the U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply. 12.2. Negotiation; Mediation. Either Party may initiate dispute resolution procedures by sending a notice of Dispute ("Notice of Dispute") to the other Party. The Parties will attempt to resolve the Dispute promptly through good faith negotiations, including timely escalation of the Dispute to executives who have authority to settle the Dispute (and who are at a higher level of management than the persons with direct responsibility for the matter). If a Dispute is not resolved through negotiation, either Party may initiate mediation by sending a notice of mediation ("Notice of Mediation") to the other Party. The Parties will choose an independent mediator within thirty (30) days of such Notice of Mediation. Neither Party may unreasonably withhold consent to the selection of a mediator, but if the Parties are unable to agree upon a mediator, either Party may request that the American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. All in person meetings under this Section 12.2 — Negotiation; Mediation will take place in Orange County, California, and all communication relating to the Dispute resolution will be maintained in strict confidence by the Parties. Notwithstanding the foregoing, any Dispute arising from or relating to Motorola's intellectual property rights will not be subject to negotiation or mediation in accordance with this Section, but instead will be decided by a court of competent jurisdiction, in accordance with Section 12.3 — Litigation, Venue, Jurisdiction below. 12.3. Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within sixty (60) days from the Notice of Mediation, either Party may submit the Dispute exclusively to a court in Orange County, California. Each Party expressly consents to the exclusive jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any mediation. 13. General. 13.1. Compliance with Laws. Each Party will comply with applicable laws in connection with the performance of its obligations under this Agreement, including that Customer will ensure its and its Authorized Users' use of the Products and Services complies with law (including privacy laws), and Customer will obtain any FCC and other licenses or authorizations (including licenses or authorizations required by foreign regulatory bodies) required for its and its Authorized Users' use of the Products and Services. Motorola may, at its discretion, cease providing or otherwise modify Products and Services (or any terms related thereto in an Addendum or Ordering Document), in order to comply with any changes in applicable law. 13.2. Audit; Monitoring. Motorola will have the right to monitor and audit use of the Products, which may also include access by Motorola to Customer Data and Service Use Data. Customer will provide notice of such monitoring to its Authorized Users and obtain any required consents, including individual end users, and will cooperate with Motorola in any monitoring or audit. Motorola Customer Agreement 14 Customer will maintain during the Term, and for two (2) years thereafter, accurate records relating to any software licenses granted under this Agreement to verify compliance with this Agreement. Motorola or a third party ("Auditor") may inspect Customer's and, as applicable, Authorized Users' premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless Customer is found to be in violation of the terms of the Agreement, in which case Customer will be responsible for such expenses and costs. 13.3. Assignment and Subcontracting. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party. Motorola may assign or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection with a merger, acquisition or sale of all or substantially all of its assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding upon the Parties and their respective successors and assigns. 13.4. Waiver. A delay or omission by either Party to exercise any right under this Agreement will not be construed to be a waiver of such right. A waiver by either Party of any of the obligations to be performed by the other, or any breach thereof, will not be construed to be a waiver of any succeeding breach or of any other obligation. All waivers must be in writing and signed by the Party waiving its rights. 13.5. Severability. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision will be deemed to be modified to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remaining provisions of this Agreement will not be affected, and each such provision will be valid and enforceable to the full extent permitted by applicable law. 13.6. Independent Contractors. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership, or formal business organization of any kind. 13.7. Third -Party Beneficiaries. The Agreement is entered into solely between, and may be enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create any right or cause of action in or on behalf of, any entity other than the Parties. Notwithstanding the foregoing, a licensor or supplier of third -party software included in the software Products will be a direct and intended third -party beneficiary of this Agreement. 13.8. Interpretation. The section headings in this Agreement are included only for convenience The words "including" and "include" will be deemed to be followed by the phrase "without limitation". This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 13.9. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as FedEx, UPS, or DHQ, and will be effective upon receipt. 13.10. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity, by contract, or otherwise. Except as Motorola Customer Agreement 15 specifically stated in this Agreement, the election by a Party of any remedy provided for in this Agreement or otherwise available to such Party will not preclude such Party from pursuing any other remedies available to such Party at law, in equity, by contract, or otherwise. 13.11. Survival. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 2.4 — Customer Obligations; Section 3.4 — Effect of Termination or Expiration; Section 4 — Payment and Invoicing; Section 6.5 — Warranty Disclaimer; Section 7.3 — Customer Indemnity; Section 8 — Limitation of Liability; Section 9 — Confidentiality; Section 10 — Proprietary Rights; Data; Feedback; Section 11 — Force Majeure; Delays Caused by Customer; Section 12 — Disputes; and Section 13 — General. 13.12. Insurance Motorola shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, damages to property (including computer equipment), theft, or other misuse of Motorola's data, infringement of intellectual property, invasion of privacy and breach of data, which may arise from or in connection with the performance of the work hereunder by Motorola, its agents, representatives, or employees. SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits of $1,000,000 per occurrence and $2,000,000 general aggregate. 2. Automobile Liability (AL): Insurance Services Office Form CA 00 01 covering code 1 (any auto, with limits of $1,000,000 combined single limits. 3. Cyber Liability: Insurance, with limits of $2,000,000 per occurrence or claim and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Motorola in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, and release of private information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. 4. Technology Professional Liability Errors and Omissions Insurance (E&O): appropriate to the Consultant's profession and work hereunder, with limits of $2,000,000 per occurrence and $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Motorola in this agreement and shall include, but not be limited to, claims involving business interruption, damage to or destruction of electronic information, and alteration of electronic information. The policy shall provide coverage for Motorola's failure to provide professional services and/or products under this Agreement. The Policy shall include, or be endorsed to include, damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of Customer in the care, custody, or control of Motorola. Motorola Customer Agreement 16 5. Workers' Compensation as required by the State of California, with statutory limits, and Employer's Liability insurance with limits of $1,000,000 per accident, policy, employee, for bodily injury or disease. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Motorola's CGL, AL and E&O policies, with respect to any liability arising out of work or operations performed by or on behalf of the Motorola including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Motorola's Insurance companies agree to waive all rights of subrogation against City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Motorola under this Agreement. 3. For any claims related to this contract, Motorola's insurance coverage shall be primary and any insurance maintained by City of Santa Ana, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Motorola's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non - renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement), Address of Department Responsible for Agreement, M-XX, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self -Insured Retentions Self -insured retentions must be declared to and approved by Customer. Customer may require Motorola to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A-:VII, unless otherwise acceptable to Customer. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 1. The retroactive date must be shown and must be before the date of the contract. Motorola Customer Agreement 17 2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the contract effective date, Motorola must purchase "extended reporting" coverage for a minimum of three (3) years after completion of work. Verification of Coverage Motorola shall furnish Customer with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable_ _policy language effecting coverage required by this clause). Failure to obtain the required documents prior to the work beginning shall not waive Motorola's obligation to provide them. Customer reserves the right to require copies of endorsements required by these specifications, at any time. Subcontractors Motorola shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. Special Risks or Circumstances Customer reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Failure to Maintain Insurance Coverage If Motorola, for any reason, fails to maintain insurance coverage, which is required pursuant to this Agreement, for the entire term of this contract, the same shall be deemed a material breach of Agreement. Customer, at its sole option, may terminate this Agreement at any time and obtain damages from Motorola resulting from said breach. 13.13. Entire Agreement. This Agreement, including all Addenda and Ordering Documents, constitutes the entire agreement of the Parties regarding the subject matter hereto, and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy, or computer image of a signature, will be treated, and will have the same effect as an original signature, and will have the same effect, as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment, or other form will not be considered an amendment or modification or part of this Agreement, even if a representative of each Party signs such document. [Signatures on following page] The Parties hereby enter into this MCA as of the Effective Date. Motorola: Motorola Solutions, Inc. Customer: City of Santa Ana Motorola Customer Agreement 18 4A— B _ �. By: Name: Norberto Colon Title: VP, MSSSI Date:4/16/2025 ATTEST: JENNIFER L. HALL City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City ttorney By: MA9 TAMARA BOGOSIAN Senior Assistant City Attorney Name: ALVARO NUNEZ Title: City Manager Date. - RECOMMENDED FOR APPROVAL: n ROBERT RODRIGUE Chief of Police Motorola Customer Agreement 19 Equipment Purchase and Software License Addendum This Equipment Purchase and Software License Addendum (this "EPSLA") is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 ("Motorola") and the entity set forth in the signature block below or in the MCA ("Customer"), and will be subject to, and governed by, the terms of the Motorola Solutions Customer Agreement entered into between the Parties, effective as of , 2025 (the "MCA"). Capitalized terms used in this EPSLA, but not defined herein, will have the meanings set forth in the MCA. 1. Addendum. This EPSLA governs Customer's purchase of Equipment and license of Licensed Software (and, if set forth in an Ordering Document, related Services) from Motorola, and will form part of the Parties' Agreement. 2. Delivery of Equipment and Licensed Software. 2.1. Delivery and Risk of Loss. Motorola will provide to Customer the Products (and, if applicable, related Services) set forth in an Ordering Document, in accordance with the terms of the Agreement. Motorola will, using commercially reasonable practices, pack the ordered Equipment and ship such Equipment to the Customer address set forth in the applicable Ordering Document or otherwise provided by Customer in writing, using a carrier selected by Motorola. Notwithstanding the foregoing, delivery of Equipment (and any incorporated Licensed Software) will occur, and title and risk of loss for the Equipment will pass to Customer, upon shipment by Motorola in accordance with Ex Works, Motorola's premises (Incoterms 2020). Customer will pay all shipping costs, taxes, and other charges applicable to the shipment and import or export of the Products and Services, as applicable, and Customer will be responsible for reporting the Products for personal property tax purposes. Delivery of Licensed Software for installation on Equipment or Customer -Provided Equipment will occur upon the earlier of (a) electronic delivery of the Licensed Software by Motorola, and (b) the date Motorola otherwise makes the Licensed Software available for download by Customer. If agreed upon in an Ordering Document, Motorola will also provide Services related to such Products. 2.2. Delays. Any shipping dates set forth in an Ordering Document are approximate, and while Motorola will make reasonable efforts to ship Products by any such estimated shipping date, Motorola will not be liable for any delay or related damages to Customer. Time for delivery will not be of the essence, and delays will not constitute grounds for cancellation, penalties, termination, or a refund. 2.3. Beta Services. If Motorola makes any beta version of a software application ("Beta Service") available to Customer, Customer may choose to use such Beta Service at its own discretion, provided, however, that Customer will use the Beta Service solely for purposes of Customer's evaluation of such Beta Service, and for no other purpose. Customer acknowledges and agrees that all Beta Services are offered "as -is" and without any representations or warranties or other commitments or protections from Motorola. Motorola will determine the duration of the evaluation period for any Beta Service, in its sole discretion, and Motorola may discontinue any Beta Service at any time. Customer acknowledges that Beta Services, by their nature, have not been fully tested and may contain defects or deficiencies. 3. Licensed Software License and Restrictions. 3.1. Licensed Software License. Subject to Customer's and its Authorized Users' compliance with the Agreement (including payment terms), Motorola hereby grants Customer and its Equipment Purchase and Software 1 License Addendum V.2023.02.20 Authorized Users a limited, non -transferable, non-sublicenseable, and non-exclusive license to use the Licensed Software identified in an Ordering Document, in object code form only, and the associated Documentation, solely in connection with the Equipment provided by Motorola or authorized Customer -Provided Equipment (as applicable, the "Designated Products") and solely for Customer's internal business purposes. Unless otherwise stated in an Addendum or the Ordering Document, the foregoing license grant will be limited to the number of licenses set forth in the applicable Ordering Document and will continue for the life of the applicable Designated Product. Except as otherwise permitted in an applicable Addendum or Ordering Document, Customer may install, access, and use Licensed Software only in Customer's owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Licensed Software remotely from any location. 3.2. Subscription License Model. If the Parties mutually agree that any Licensed Software purchased under this EPSLA will be replaced with or upgraded to Subscription Software, then upon such time which the Parties execute the applicable Ordering Document, the licenses granted under this EPSLA will automatically terminate, and such Subscription Software will be governed by the terms of the applicable Addendum under this Agreement. 3.3. Customer Restrictions. Customers and Authorized Users will comply with the applicable Documentation in connection with their use of the Products. Customer will not and will not allow others, including the Authorized Users, to: (a) make the Licensed Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; (b) reverse engineer, disassemble, or reprogram the Licensed Software or any portion thereof to a human - readable form; (c) modify, create derivative works of, or merge the Licensed Software with other software or equipment; (d) copy, reproduce, distribute, lend, lease, or transfer the Licensed Software or Documentation for or to any third party without the prior express written permission of Motorola; (e) take any action that would cause the Licensed Software or Documentation to be placed in the public domain; (f) use the Licensed Software to compete with Motorola; or (g) remove, alter, or obscure, any copyright or other notice. 3.4. Copies. Customer may make one (1) copy of the Licensed Software solely for archival, back-up, or disaster recovery purposes during the term of the applicable Licensed Software license. Customer may make as many copies of the Documentation reasonably required for the internal use of the Licensed Software during such Licensed Software's license term. Unless otherwise authorized by Motorola in writing, Customer will not, and will not enable or allow any third party to: (a) install a licensed copy of the Licensed Software on more than one (1) unit of a Designated Product; or (b) copy onto or transfer Licensed Software installed in a unit of a Designated Product onto another device. Customer may temporarily transfer Licensed Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Customer provides written notice to Motorola of the temporary transfer and identifies the device on which the Licensed is transferred. Temporary transfer of the Licensed Software to another device must be discontinued when the original Designated Product is returned to operation and the Licensed Software must be removed from the other device. Customer must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 3.5. Resale of Equipment. Equipment contains embedded Licensed Software. If Customer desires to sell its used Equipment to a third party, Customer must first receive prior written authorization from Motorola and obtain written acceptance of the applicable Licensed Software license terms, including the obligation to pay relevant license fees, from such third party. Equipment Purchase and Software 2 License Addendum V.2023.02.20 4. Term. 4.1. Term. The term of this EPSLA (the "EPSLA Term") will commence upon either (a) the Effective Date of the MCA, if this EPSLA is attached to the MCA as of such Effective Date, or (b) the EPSLA Date set forth on the signature page below, if this EPSLA is executed after the MCA Effective Date, and will continue until the later of (i) three (3) years after the first order for Products is placed via an Ordering Document, or (ii) the expiration of all applicable warranty periods (as set forth in Section 6.1 — Motorola Warranties below) under this EPSLA, unless this EPSLA or the Agreement is earlier terminated in accordance with the terms of the Agreement. 4.2. Termination. Notwithstanding the termination provisions of the MCA, Motorola may terminate this EPSLA (and any Ordering Documents hereunder) immediately upon notice to Customer if Customer breaches Section 3 — Licensed Software License and Restrictions of this EPSLA, or any other provision related to Licensed Software license scope or restrictions set forth in an Ordering Document, EULA, or other applicable Addendum. For clarity, upon termination or expiration of the EPSLA Term, all Motorola obligations under this EPSLA (including with respect to Equipment and Licensed Software delivered hereunder) will terminate. If Customer desires to purchase additional Services in connection with such Equipment or Licensed Software, Customer may enter into a separate Addendum with Motorola, governing such Services. Customer acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Licensed Software and Documentation, and that Customer's breach of the Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, in addition to termination, Motorola will be entitled to all available remedies at law or in equity, including immediate injunctive relief and repossession of all non -embedded Licensed Software and associated Documentation. 4.3. Equipment as a Service. In the event that Customer purchases any Equipment at a price below the MSRP for such Equipment in connection Customer entering into a fixed- or minimum required -term agreement for Subscription Software, and Customer or Motorola terminates the Agreement, this EPSLA, or other applicable Addendum (such as the Addendum governing the purchase of such Subscription Software) prior to the expiration of such fixed- or minimum required -term, then Motorola will have the right to invoice Customer for, and Customer will pay, the amount of the discount to the MSRP for the Equipment or such other amount set forth in the applicable Addendum or Ordering Document. This Section will not limit any other remedies Motorola may have with respect to an early termination. 5. Payment. Customer will pay invoices for the Products and Services provided under this EPSLA in accordance with the invoice payment terms set forth in the MCA. Generally, invoices are issued after shipment of Equipment or upon Motorola's delivery of Licensed Software (in accordance with Section 2.1 — Delivery and Risk of Loss), as applicable, but if a specific invoicing or payment schedule is set forth in the applicable Ordering Document, EULA or other Addendum, such schedule will control with respect to the applicable Products and Services referenced therein. Motorola will have the right to suspend future deliveries of Products and Services if Customer fails to make any payments when due. 6. Representations and Warranties; Liability. 6.1. Motorola Warranties. Subject to the disclaimers and exclusions set forth in the MCA and this EPSLA, (a) for a period of one (1) year commencing upon the delivery of Motorola - manufactured Equipment under Section 2.1 — Delivery and Risk of Loss, Motorola represents and warrants that such Motorola -manufactured Equipment, under normal use, will be free from material defects in materials and workmanship; (b) to the extent permitted by the providers of third -party software or hardware included in the Products and Services, Motorola will pass through Equipment Purchase and Software 3 License Addendum V.2023.02.20 to Customer any warranties provided by such third parties, which warranties will apply for the period defined by the applicable third party; and (c) for a period of ninety (90) days commencing upon the delivery of Motorola -owned Licensed Software under Section 2.1 — Delivery and Risk of Loss, Motorola represents and warrants that such Licensed Software, when used in accordance with the Documentation and the Agreement, will be free from reproducible defects that prevent operation of features critical to the primary functionality or successful operation of the Motorola -developed Licensed Software (as determined by Motorola). The warranty set forth in subsection (c) will be referred to as the "Motorola Licensed Software Warranty". As Customer's sole and exclusive remedy for any breach of the Motorola Licensed Software Warranty, Motorola will use commercially reasonable efforts to remedy the material defect in the applicable Licensed Software; provided, however, that if Motorola does not remedy such material defect within a reasonable time, then at Motorola's sole option, Motorola will either replace the defective Licensed Software with functionally -equivalent software, provide substitute software to Customer, or terminate the applicable software license and refund any paid license fees to Customer on a pro-rata basis. For clarity, the Motorola Licensed Software Warranty applies only to the most current version of the Licensed Software issued by Motorola, and issuance of updated versions of any Licensed Software does not result in a renewal or extension of the Motorola Licensed Software Warranty beyond the ninety (90) day warranty period. 6.2. ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGES SET FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) DEFECTS IN OR DAMAGE TO PRODUCTS RESULTING FROM USE OTHER THAN IN THE NORMAL AUTHORIZED MANNER, OR FROM ACCIDENT, LIQUIDS, OR NEGLECT; (B) TESTING, MAINTENANCE, REPAIR, INSTALLATION, OR MODIFICATION BY PARTIES OTHER THAN MOTOROLA; (C) CUSTOMER'S OR ANY AUTHORIZED USER'S FAILURE TO COMPLY WITH INDUSTRY AND OSHA OR OTHER LEGAL STANDARDS; (D) DAMAGE TO RADIO ANTENNAS, UNLESS CAUSED BY DEFECTS IN MATERIAL OR WORKMANSHIP; (E) EQUIPMENT WITH NO SERIAL NUMBER; (F) BATTERIES OR CONSUMABLES; (G) FREIGHT COSTS FOR SHIPMENT TO REPAIR DEPOTS; (H) COSMETIC DAMAGE THAT DOES NOT AFFECT OPERATION; (1) NORMAL WEAR AND TEAR; (J) ISSUES OR OBSOLESCENCE OF LICENSED SOFTWARE DUE TO CHANGES IN CUSTOMER OR AUTHORIZED USER REQUIREMENTS, EQUIPMENT, OR SYSTEMS; (K) TRACKING AND LOCATION -BASED SERVICES; OR (L) BETA SERVICES. 6.3. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed or excluded issues in the MCA or Section 6.2 — Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable. 7. Copyright Notices. The existence of a copyright notice on any Licensed Software will not be construed as an admission or presumption of publication of the Licensed Software or public disclosure of any trade secrets associated with the Licensed Software. 8. Survival. The following provisions will survive the expiration or termination of this EPSLA for any reason: Section 3 — Licensed Software License and Restrictions; Section 4 — Term; Section 5 — Payment; Section 6.2 — Additional Exclusions; Section 8 — Survival. Equipment Purchase and Software 4 License Addendum V.2023.02.20 Data Processing Addendum This Data Processing Addendum, including its Schedules and Annexes ("DPA"), forms part of the Motorola Solutions Customer Agreement ("MCA" or "Agreement")) to reflect the parties' agreement with regard to the Processing of Customer Data, which may include Personal Data. In the event of a conflict between this DPA, the MCA or any Schedule, Annex or other addenda to the MCA, this DPA must prevail. When Customer renews or purchases new Products or Services, the then -current DPA must apply and must not change during the applicable Term. When Motorola provides new features or supplements the Product or Service, Motorola may provide additional terms or make updates to this DPA that must apply to Customer's use of those new features or supplements. Definitions. All capitalized terms not defined herein must have the meaning set forth in the Agreement. "Customer Data" means data including images, text, videos, and audio, that are provided to Motorola by, through, or on behalf of Customer and its Authorized Users or their end users, through the use of the Products and Services. Customer Data does not include Customer Contact Data, Service Use Data, other than that portion comprised of Personal Information, or Third Party Data. "Customer Contact Data" means data Motorola collects from Customer, its Authorized Users, and their end users for business contact purposes, including without limitation marketing, advertising, licensing, and sales purposes. "Data Protection Laws" means all data protection laws and regulations applicable to a Party with respect to the Processing of Personal Data under the Agreement. "Data Subjects" means the identified or identifiable person to whom Personal Data relates. "Metadata" means data that describes other data. "Motorola Data" means data owned by Motorola and made available to Customer in connection with the Products and Services. "Personal Data" or "Personal Information" means any information relating to an identified or identifiable natural person transmitted to Motorola by, through, or on behalf of Customer and its Authorized Users or their end users as part of Customer Data. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. "Process" or "Processing" means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, copying, analyzing, caching, organization, structuring, storage, adaptation, or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. Data Processing Addendum V.2022.12 "Security Incident" means an incident leading to the accidental or unlawful destruction, loss, alteration or disclosure of, or access to Customer Data, which may include Personal Data, while processed by Motorola. "Service Use Data" means data generated about the use of the Products and Services through Customer's use or Motorola's support of the Products and Services, which may include Metadata, Personal Data, product performance and error information, activity logs, and date and time of use. "Sub -processor" means other processors engaged by Motorola to Process Customer Data which may include Personal Data. "Third Party Data" means information obtained by Motorola from publicly available sources or its third party content providers and made available to Customer through the Products or Services. 2. Processing of Customer Data 2.1. Roles of the Parties. The Parties agree that with regard to the Processing of Personal Data hereunder, Customer is the Controller and Motorola is the Processor who may engage Sub - processors pursuant to the requirements of Section 6 entitled "Sub -processors" below. 2.2. Motorola's Processing of Customer Data. Motorola and Customer agree that Motorola may only use and Process Customer Data, including the Personal Information embedded in Service Use Data, in accordance with applicable law and Customer's documented instructions for the following purposes: (i) to perform Services and provide Products under the Agreement; (ii) analyze Customer Data to operate, maintain, manage, and improve Motorola products and services; and (iii) create new products and services. Customer agrees that its Agreement (including this DPA), along with the Product and Service Documentation and Customer's use and configuration of features in the Products and Services, are Customer's complete and final documented instructions to Motorola for the processing of Customer Data. Any additional or alternate instructions must be agreed to according to the process for amending Customer's Agreement. Customer represents and warrants to Motorola that Customer's instructions, including appointment of Motorola as a Processor or sub -processor, have been authorized by the relevant controller. Customer Data may be processed by Motorola at any of its global locations and/or disclosed to Subprocessors. It is Customer's responsibility to notify Authorized Users of Motorola's collection and use of Customer Data, and to obtain any required consents, provide all necessary notices, and meet any other applicable legal requirements with respect to such collection and use. Customer represents and warrants to Motorola that it has complied with the terms of this provision. 2.3. Details of Processing. The subject -matter of Processing of Personal Data by Motorola hereunder, the duration of the Processing, the categories of Data Subjects and types of Personal Data are set forth on Annex I to this DPA. 2.4. Disclosure of Processed Data. Motorola must not disclose to or share any Customer Data with any third party except to Motorola's sub -processors, suppliers and channel partners as necessary to provide the products and services unless permitted under this Agreement, authorized by Customer or required by law. In the event a government or supervisory authority demands access to Customer Data, to the extent allowable by law, Motorola must provide Customer with notice of receipt of the demand to provide sufficient time for Customer to seek appropriate relief in the relevant jurisdiction. In all circumstances, Motorola retains the right to comply with applicable law. Motorola must ensure that its personnel are subject to a duty of Data Processing Addendum V.2022.12 confidentiality, and will contractually obligate its sub -processors to a duty of confidentiality, with respect to the handling of Customer Data and any Personal Data contained in Service Use Data. 2.5. Customer's Obligations. Customer is solely responsible for its compliance with all Data Protection Laws and establishing and maintaining its own policies and procedures to ensure such compliance. Customer must not use the Products and Services in a manner that would violate applicable Data Protection Laws. Customer must have sole responsibility for (i) the lawfulness of any transfer of Personal Data to Motorola, (ii) the accuracy, quality, and legality of Personal Data provided to Motorola; (iii) the means by which Customer acquired Personal Data, and (iv) the provision of any required notices to, and obtaining any necessary acknowledgements, authorizations or consents from Data Subjects. Customer takes full responsibility to keep the amount of Personal Data provided to Motorola to the minimum necessary for Motorola to perform in accordance with the Agreement. Customer must be solely responsible for its compliance with applicable Data Protection Laws. 2.6. Customer Indemnity. Customer will defend, indemnify, and hold Motorola and its subcontractors harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual or threatened third -party claim, demand, action, or proceeding arising from or related to Customer's failure to comply with its obligations under this Agreement and/or applicable Data Protection Laws. Motorola will give Customer prompt, written notice of any claim subject to the foregoing indemnity. Motorola will, at its own expense, cooperate with Customer in its defense or settlement of the claim. 2.7. Motorola's Indemnity. Motorola will defend, indemnify, and hold Customer, its City Council, employees, agents and representatives harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual or threatened third -party claim, demand, action, or proceeding arising from or related to Motorola's failure to comply with its obligations under this Agreement and/or applicable U.S. Data Privacy Protection Laws. Customer will give Motorola prompt, written notice of any claim subject to the foregoing indemnity. 3. Service Use Data. Except to the extent that it is Personal Information, Customer understands and agrees that Motorola may collect and use Service Use Data for its own purposes, provided that such purposes are compliant with applicable Data Protection Laws. Service Use Data may be processed by Motorola at any of its global locations and/or disclosed to Subprocessors. 4. Third -Party Data and Motorola Data. Motorola Data and Third Party Data may be available to Customer through the Products and Services. Customer and its Authorized Users may use the Motorola Data and Third Party Data as permitted by Motorola and the applicable third -party data provider, as described in the Agreement or applicable Addendum. Unless expressly permitted in the Agreement or applicable Addendum, Customer must not, and must ensure its Authorized Users must not: (a) use the Motorola Data or Third -Party Data for any purpose other than Customer's internal business purposes or disclose the data to third parties; (b) "white label" such data or otherwise misrepresent its source or ownership, or resell, distribute, sublicense, or commercially exploit the data in any manner; (c) use such data in violation of applicable laws ; (d) use such data for activities or purposes where reliance upon the data could lead to death, injury, or property damage; (e) remove, obscure, alter, or falsify any marks or proprietary rights notices indicating the source, origin, or ownership of the data; or (f) modify such data or combine it with Customer Data or other data or use the data to build databases. Additional Data Processing Addendum V.2022.12 restrictions may be set forth in the Agreement or applicable Addendum. Any rights granted to Customer or Authorized Users with respect to Motorola Data or Third -Party Data must immediately terminate upon termination or expiration of the applicable Addendum, Ordering Document, or the MCA. Further, Motorola or the applicable Third Party Data provider may suspend, change, or terminate Customer's or any Authorized User's access to Motorola Data or Third -Party Data if Motorola or such Third Party Data provider believes Customer's or the Authorized User's use of the data violates the Agreement, applicable law or by Motorola's agreement with the applicable Third Party Data provider. Upon termination of Customer's rights to use of any Motorola Data or Third -Party Data, Customer and all Authorized Users must immediately discontinue use of such data, delete all copies of such data, and certify such deletion to Motorola. Notwithstanding any provision of the Agreement to the contrary, Motorola has no liability for Third -Party Data or Motorola Data available through the Products and Services. Motorola and its Third Party Data providers reserve all rights in and to Motorola Data and Third - Party Data not expressly granted in an Addendum or Ordering Document. 5. Motorola as a Controller or Joint Controller. In all instances where Motorola acts as a Controller it must comply with the applicable provisions of the Motorola Privacy Statement at https://www.motorolasolutions.com/en_us/about/privacy-policy.html#privacystatement as each may be updated from time to time. Motorola holds all Customer Contact Data as a Controller and must Process such Customer Contact Data in accordance with the Motorola Privacy Statement. In instances where Motorola is acting as a Joint Controller with Customer, the Parties must enter into a separate addendum to the Agreement to allocate the respective roles as joint controllers. 6. Sub -processors. 6.1. Use of Sub -processors. Customer agrees that Motorola may engage Sub -processors who in turn may engage Sub -processors to Process Personal Data in accordance with the DPA. A current list of Sub -processors is set forth at Annex III. When engaging Sub -processors, Motorola must enter into agreements with the Sub -processors to bind them to obligations which are substantially similar or more stringent than those set out in this DPA. 6.2. Changes to Sub -processing. The Customer hereby consents to Motorola engaging Sub -processors to process Customer Data provided that: (i) Motorola must use its reasonable endeavors to provide at least 10 days' prior notice of the addition or removal of any Sub - processor, which may be given by posting details of such addition or removal at a URL provided to Customer in Annex III; (ii) Motorola imposes data protection terms on any Sub -processor it appoints that protect the Customer Data to the same standard provided for by this Addendum; and (iii) Motorola remains fully liable for any breach of this clause that is caused by an act, error or omission of its Sub-processor(s). The Customer may object to Motorola's appointment or replacement of a Sub -processor prior to its appointment or replacement, provided such objection is based on reasonable grounds relating to data protection. In such event, Motorola will either appoint or replace the Sub -processor or, if in Motorola's discretion this is not feasible, the Customer may terminate this Agreement and receive a pro-rata refund of any prepaid service or support fees as full satisfaction of any claim arising out of such termination. 6.3. Data Subject Requests. Motorola must, to the extent legally permitted, promptly notify Customer if it receives a request from a Data Subject, including without limitation requests for access to, correction, amendment, transport or deletion of such Data Subject's Personal Data and, to the extent applicable, Motorola must provide Customer with commercially reasonable cooperation and assistance in relation to any complaint, notice, or communication from a Data Subject. Customer must respond to and resolve promptly all requests from Data Subjects which Data Processing Addendum V.2022.12 Motorola provides to Customer. Customer must be responsible for any reasonable costs arising from Motorola's provision of such assistance under this Section. 7. Data Transfers Motorola agrees that it must not make transfers of Personal Data under this Agreement from one jurisdiction to another unless such transfers are performed in compliance with this Addendum and applicable Data Protection Laws. Motorola agrees to enter into appropriate agreements with its affiliates and Sub -processors, which will permit Motorola to transfer Personal Data to its affiliates and Sub -processors. Motorola agrees to amend as necessary its agreement with Customer to permit transfer of Personal Data from Motorola to Customer. Motorola also agrees to assist the Customer in entering into agreements with its affiliates and Sub -processors if required by applicable Data Protection Laws for necessary transfers. 8. Security. Motorola must implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk posed by the Processing of Personal Data, taking into account the costs of implementation; the nature, scope, context, and purposes of the Processing; and the risk of varying likelihood and severity of harm to the data subjects. The appropriate technical and organizational measures implemented by Motorola are set forth in Annex III. In assessing the appropriate level of security, Motorola must weigh the risks presented by Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data transmitted, stored or otherwise Processed. 9. Security Incident Notification. If Motorola becomes aware of a Security Incident, then Motorola must (i) notify Customer of the Security Incident without undue delay, (ii) investigate the Security Incident and apprise Customer of the details of the Security Incident and (iii) take commercially reasonable steps to stop any ongoing loss of Personal Data due to the Security Incident if in the control of Motorola. Notification of a Security Incident must not be construed as an acknowledgement or admission by Motorola of any fault or liability in connection with the Security Incident. Motorola must make reasonable efforts to assist Customer in fulfilling Customer's obligations under Data Protection Laws to notify the relevant supervisory authority and Data Subjects about such incident. 10. Data Retention and Deletion Except for anonymized Customer Data, as described above, or as otherwise provided under the Agreement, Motorola must delete all Customer Data no later than ninety (90) days following termination or expiration of the MCA or the applicable Addendum or Ordering Document unless otherwise required to comply with applicable law. 11. Audit Rights 11.1 Periodic Audit. Motorola will allow Customer to perform an audit of reasonable scope and duration of Motorola operations relevant to the Products and Services purchased under the Agreement, at Customer's sole expense, for verification of compliance with the technical and organizational measures set forth in Annex II if (i) Motorola notifies Customer of a Security Incident that results in actual compromise to the Products and/or Services purchased; or (ii) if Customer reasonably believes Motorola is not in compliance with its security commitments under this DPA, or (iii) if such audit is legally required by the Data Protection Laws. Any audit must be conducted in accordance with the procedures set forth in Section 11.3 of this DPA and may not be conducted more than one time per year. If any such audit requires access to confidential Data Processing Addendum V.2022.12 5 information of Motorola's other customers, suppliers or agents, such portion of the audit may only be conducted by Customer's nationally recognized independent third party auditors in accordance with the procedures set forth in Section 11.3 of this DPA. Unless mandated by GDPR or otherwise mandated by law or court order, no audits are allowed within a data center for security and compliance reasons. Motorola must, in no circumstances, provide Customer with the ability to audit any portion of its software, products, and services which would be reasonably expected to compromise the confidentiality of any third party's information or Personal Data. 11.2 Satisfaction of Audit Request. Upon receipt of a written request to audit, and subject to Customer's agreement, Motorola may satisfy such audit request by providing Customer with a confidential copy of a Motorola's applicable most recent third party security review performed by a nationally recognized independent third party auditor, such as a SOC2 Type II report or ISO 27001 certification, in order that Customer may reasonably verify Motorola's compliance with national standards. 11.3 Audit Process. Customer must provide at least sixty days (60) days prior written notice to Motorola of a request to conduct the audit described in Section 11.1. All audits must be conducted during normal business hours, at applicable locations or remotely, as designated by Motorola. Audit locations, if not remote will generally be those location(s) where Customer Data is accessed, or Processed. The audit must not unreasonably interfere with Motorola's day to day operations. An audit must be conducted at Customer's sole cost and expense and subject to the terms of the confidentiality obligations set forth in the Agreement. Before the commencement of any such audit, Motorola and Customer must mutually agree upon the time, and duration of the audit. Motorola must provide reasonable cooperation with the audit, including providing the appointed auditor a right to review, but not copy, Motorola security information or materials provided such auditor has executed an appropriate non -disclosure agreement. Motorola's policy is to share methodology and executive summary information, not raw data or private information. Customer must, at no charge, provide to Motorola a full copy of all findings of the audit. 12. Regulation Specific Terms 12.1. HIPAA Business Associate. If Customer is a "covered entity" or a "business associate" and includes "protected health information" in Customer Data as those terms are defined in 45 CFR § 160.103, execution of the MCA includes execution of the Motorola HIPAA Business Associate Agreement Addendum ("BAX). Customer may opt out of the BAA by sending the following information to Motorola in a written notice under the terms of the Customer's Agreement: "Customer and Motorola agree that no Business Associate Agreement is required. Motorola is not a Business Associate of Customer's, and Customer agrees that it will not share or provide access to Protected Health Information to Motorola or Motorola's subprocessors." 12.2. FERPA. If Customer is an educational agency or institution to which regulations under the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g (FERPA), apply, Motorola acknowledges that for the purposes of the DPA, Motorola is a "school official" with "legitimate educational interests" in the Customer Data, as those terms have been defined under FERPA and its implementing regulations, and Motorola agrees to abide by the limitations and requirements imposed by 34 CFR 99.33(a) on school officials. Customer understands that Motorola may possess limited or no contact information for Customer's students and students' parents. Consequently, Customer must be responsible for obtaining any parental consent for any end user's use of the Online Service that may be required by applicable law and to convey notification on behalf of Motorola to students (or, with respect to a student under 18 years of age and not in attendance at a post -secondary institution, to the student's parent) of any judicial order Data Processing Addendum V.2022.12 or lawfully -issued subpoena requiring the disclosure of Customer Data in Motorola's possession as may be required under applicable law. 12.3. CJIS. Motorola agrees to support the Customer's obligation to comply with the Federal Bureau of Investigation Criminal Justice Information Services (CJIS) Security Policy and must comply with the terms of the CJIS Security Addendum for the Term of this Agreement and such CJIS Security Addendum is incorporated herein by reference. Customer hereby consents to allow Motorola "screened" personnel as defined by the CJIS Security Policy to serve as an authorized "escort" within the meaning of CJIS Security Policy for escorting unscreened Motorola personnel that require access to unencrypted Criminal Justice Information for purposes of Tier 3 support (e.g. troubleshooting or development resources). In the event Customer requires access to Service Use Data for its compliance with the CJIS Security Policy, Motorola must make such access available following Customer's request. Notwithstanding the foregoing, in the event the MCA or applicable Ordering Document terminates, Motorola must carry out deletion of Customer Data in compliance with Section 10 herein and may likewise delete Service Use Data within the time frame specified therein. To the extent Customer objects to deletion of its Customer Data or Service Use Data and seeks retention for a longer period, it must provide written notice to Motorola prior to expiration of the 30 day period for data retention to arrange return of the Customer Data and retention of the Service Use Data for a specified longer period of time. 12.4. CCPA / CPRA. If Motorola is Processing Personal Data within the scope of the California Consumer Protection Act ("CCPA") and/or the California Privacy Rights Act ("CPRA") (collectively referred to as the "California Privacy Acts"), Customer acknowledges that Motorola is a "Service Provider" within the meaning of California Privacy Acts. Motorola must process Customer Data and Personal Data on behalf of Customer and, not retain, use, or disclose that data for any purpose other than for the purposes set out in this DPA and as permitted under the California Privacy Acts, including under any "sale" exemption. If a California Privacy Act applies, Personal Data must also include any data identified with the California Privacy Act or Act's definition of personal data. Motorola shall provide Customer with notice should it determine that it can no longer meet its obligations under the California Privacy Acts, and the parties agree that, if appropriate and reasonable, Customer may take steps necessary to stop and remediate unauthorized use of the impacted Personal Data. 12.5 CPA, CTDPA, VCDPA. If Motorola is Processing Personal Data within the scope of the Colorado Privacy Rights Act ("CPA"), the Connecticut Data Privacy Act ("CTDPA"), or the Virginia Consumer Data Protection Act ("VCDPA") Motorola will comply with its obligations under the applicable legislation, and shall make available to Customer all information in its possession necessary to demonstrate compliance with obligations in accordance with such legislation. Motorola Contact. If Customer believes that Motorola is not adhering to its privacy or security obligations hereunder, Customer must contact the Motorola Data Protection Officer at Motorola Solutions, Inc., 500 W. Monroe, Chicago, IL USA 90661-3618 or at privacy1 @motorolasolutions.com. Data Processing Addendum V.2022.12 ANNEX A. LIST OF PARTIES Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union] 1 Name:... Address:... Contact person's name, position and contact details:... Activities relevant to the data transferred under these Clauses:... Signature and date:... Role (controller/processor): Controller P51 Data importer(s): [Identity and contact details of the data importer(s), including any contact person with responsibility for data protection] 1 Name: Motorola Solutions, Inc. Address:... Contact person's name, position and contact details:... Activities relevant to the data transferred under these Clauses:... Signature and date:... Role (controller/processor): Processor 1511111111111111 B. DESCRIPTION OF TRANSFER Categories of data sub]ects whose personal data is transferred Data Processing Addendum V.2022.12 1 Data subjects include the data exporter's representatives and end -users including employees, contractors, collaborators, and customers of the data exporter. Data subjects may also include individuals attempting to communicate or transfer personal information to users of the services provided by data importer. Motorola acknowledges that, depending on Customer's use of the Online Service, Customer may elect to include personal data from any of the following types of data subjects in the Customer Data: • Employees, contractors, and temporary workers (current, former, prospective) of data exporter; • Dependents of the above; • Data exporter's collaborators/contact persons (natural persons) or employees, contractors or temporary workers of legal entity collaborators/contact persons (current, prospective, former); • Users (e.g., customers, clients, patients, visitors, etc.) and other data subjects that are users of data exporter's services; • Partners, stakeholders or individuals who actively collaborate, communicate or otherwise interact with employees of the data exporter and/or use communication tools such as apps and websites provided by the data exporter; • Stakeholders or individuals who passively interact with data exporter (e.g., because they are the subject of an investigation, research or mentioned in documents or correspondence from or to the data exporter); • Minors; or • Professionals with professional privilege (e.g., doctors, lawyers, notaries, religious workers, etc.). Categories of personal data transferred Customer's use of the Products and Services, Customer may elect to include personal data from any of the following categories in the Customer Data: • Basic personal data (for example place of birth, street name, and house number (address), Agreemental code, city of residence, country of residence, mobile phone number, first name, last name, initials, email address, gender, date of birth), including basic personal data about family members and children; • Authentication data (for example user name, password or PIN code, security question, audit trail); • Contact information (for example addresses, email, phone numbers, social media identifiers; emergency contact details); • Unique identification numbers and signatures (for example Social Security number, bank account number, passport and ID card number, driver's license number and vehicle Data Processing Addendum V.2022.12 registration data, IP addresses, employee number, student number, patient number, signature, unique identifier in tracking cookies or similar technology); • Pseudonymous identifiers; • Financial and insurance information (for example insurance number, bank account name and number, credit card name and number, invoice number, income, type of assurance, payment behavior, creditworthiness); • Commercial Information (for example history of purchases, special offers, subscription information, payment history); • Biometric Information (for example DNA, fingerprints and iris scans); • Location data (for example, Cell ID, geo-location network data, location by start call/end of the call. Location data derived from use of wifi access points); • Photos, video, and audio; • Internet activity (for example browsing history, search history, reading, television viewing, radio listening activities); • Device identification (for example IMEI-number, SIM card number, MAC address); • Profiling (for example based on observed criminal or anti -social behavior or pseudonymous profiles based on visited URLs, click streams, browsing logs, IP-addresses, domains, apps installed, or profiles based on marketing preferences); • HR and recruitment data (for example declaration of employment status, recruitment information (such as curriculum vitae, employment history, education history details), job and position data, including worked hours, assessments and salary, work permit details, availability, terms of employment, tax details, payment details, insurance details and location, and organizations); • Education data (for example education history, current education, grades and results, highest degree achieved, learning disability); • Citizenship and residency information (for example citizenship, naturalization status, marital status, nationality, immigration status, passport data, details of residency or work permit); • Information processed for the performance of a task carried out in the public interest or in the exercise of an official authority; • Special categories of data (for example racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, data concerning a natural person's sex life or sexual orientation, or data relating to criminal convictions or offences); or • Any other personal data identified under applicable law or regulation. Data Processing Addendum V.2022.12 Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis). Data may be transferred on a continuous basis during the term of the MCA or other agreement to which this DPA applies. Nature of the processing The nature, scope and purpose of processing personal data is to carry out performance of Motorola's obligations with respect to provision of the Products and Services purchased under the MCA and applicable Ordering Documents. The data importer utilizes a global network of data centers and management/support facilities, and processing may take place in any jurisdiction where data importer or its sub -processors utilize such facilities. Purpose(s) of the data transfer and further processing The nature, scope and purpose of processing personal data is to carry out performance of Motorola's obligations with respect to provision of the Products and Services purchased under the MCA and applicable Ordering Documents. The data importer utilizes a global network of data centers and management/support facilities, and processing may take place in any jurisdiction where data importer or its sub -processors utilize such facilities. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period Data retention is governed by Section 10 of this Data Processing Addendum For transfers to (sub) processors, also specify subject matter, nature and duration of the processing Transfers to sub -processors will only be for carrying out the performance of Motorola's obligations with respect to provision of the Products and Services purchased under the MCA and applicable Ordering Documents. The data importer utilizes a global network of data centers and management/support facilities, and processing may take place in any jurisdiction where data importer or its sub -processors utilize such facilities. In accordance with the DPA, the data exporter agrees the data importer may hire other companies to provide limited services on data importer's behalf, such as providing customer support. Any such sub -processors must be permitted to obtain Customer Data only to deliver the services the data importer has retained them to provide, and they are prohibited from using Customer Data for any other purpose. Data Processing Addendum V.2022.12 ANNEX II TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA Measures of pseudonymization and encryption of personal data Where technically feasible and when not impacting services provided: • We minimize the data we collect to information we believe is necessary to communicate, provide, and support products and services and information necessary to comply with legal obligations. • We encrypt in transit and at rest. • We pseudonymize and limit administrative accounts that have access to reverse pseudonym ization. Measures for ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services In order to ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services, Motorola Solutions Information Protection policy mandates the institutionalization of information protection throughout solution development and operational lifecycles. Motorola Solutions maintains dedicated security teams for its internal information security and its products and services. Its security practices and policies are integral to its business and mandatory for all Motorola Solutions employees and contractors The Motorola Chief Information Security Officer maintains responsibility and executive oversight for such policies, including formal governance, revision management, personnel education and compliance. Motorola Solutions generally aligns to the NIST Cybersecurity Framework as well as ISO 27001. Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident Security Incident Procedures Motorola Solutions maintains a global incident response plan to address any physical or technical incident in an expeditious manner. Motorola maintains a record of security breaches with a description of the breach, the time period, the consequences of the breach, the name of the reporter, and to whom the breach was reported, and the procedure for recovering data. For each security breach that is a Security Incident, notification will be made in accordance with the Security Incident Notification section of this DPA. Business Continuity and Disaster Preparedness Motorola maintains business continuity and disaster preparedness plans for critical functions and systems within Motorola's control that support the Products and Services purchased under the Agreement in order to avoid services disruptions and minimize recovery risks. Processes for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing Data Processing Addendum V.2022.12 5 Motorola periodically evaluates its processes and systems to ensure continued compliance with obligations imposed by law, regulation or contract with respect to the confidentiality, integrity, availability, and security of Customer Data, including personal information. Motorola documents the results of these evaluations and any remediation activities taken in response to such evaluations. Motorola periodically has third party assessments performed against applicable industry standards, such as ISO 27001, 27017, 27018 and 27701. Measures for user identification and authorization Identification and Authentication. Motorola uses industry standard practices to identify and authenticate users who attempt to access Motorola information systems. Where authentication mechanisms are based on passwords, Motorola requires that the passwords are at least eight characters long and are changed regularly. Motorola uses industry standard password protection practices, including practices designed to maintain the confidentiality and integrity of passwords when they are assigned and distributed, and during storage. Access Policy and Administration.. Motorola maintains a record of security privileges of individuals having access to Customer Data. including personal information. Motorola maintains appropriate processes for requesting, approving and administering accounts and access privileges in connection with the Processing of Customer Data. Only authorized personnel may grant, alter or cancel authorized access to data and resources. Where an individual has access to systems containing Customer Data, the individuals are assigned separate, unique identifiers. Motorola deactivates authentication credentials on a periodic basis. Measures for the protection of data during transmission Data is generally encrypted during transmission within the Motorola managed environments. Encryption in transit is also generally required of any sub -processors. Further, protection of data in transit is also achieved through the access controls, physical and environmental security, and personnel security described throughout this Annex II. Measures for the protection of data during storage Data is generally encrypted during storage within the Motorola managed environments. Encryption in storage is also generally required of any sub -processors. Further, protection of data in storage is also achieved through the access controls, physical and environmental security, and personnel security described throughout this Annex II. Measures for ensuring physical security of locations at which personal data are processed Motorola maintains appropriate physical and environment security controls to prevent unauthorized access to Customer Data, including personal information. This includes appropriate physical entry controls to Motorola facilities such as card -controlled entry points, and a staffed reception desk to protect against unauthorized entry. Access to controlled areas within a facility will be limited by job role and subject to authorized approval. Use of an access badge to enter a controlled area will be logged and such logs will be retained in accordance with Motorola policy. Motorola revokes personnel access to Motorola facilities and controlled areas upon separation of employment in accordance with Motorola policies. Motorola policies impose industry standard workstation, device and media controls designed to further protect Customer Data, including personal information. Data Processing Addendum V.2022.12 Measures for ensuring personnel security Access to Customer Data. Motorola maintains processes for authorizing and supervising its employees, and contractors with respect to monitoring access to Customer Data. Motorola requires its employees, contractors and agents who have, or may be expected to have, access to Customer Data to comply with the provisions of the Agreement, including this Annex and any other applicable agreements binding upon Motorola. Security and Privacy Awareness. Motorola must ensure that its employees and contractors remain aware of industry standard security and privacy practices, and their responsibilities for protecting Customer Data and Personal Data. This must include, but not be limited to, protection against malicious software, password protection, and management, and use of workstations and computer system accounts. Motorola requires periodic Information security training, privacy training, and business ethics training for all employees and contract resources Sanction Policy. Motorola maintains a sanction policy to address violations of Motorola's internal security requirements as well as those imposed by law, regulation, or contract. Background Checks. Motorola follows its standard mandatory employment verification requirements for all new hires. In accordance with Motorola internal policy, these requirements must be periodically reviewed and include, but may not be limited to, criminal background checks, proof of identity validation and any additional checks as deemed necessary by Motorola. Measures for ensuring events logging Protection, and Response. Motorola assesses organization's effectiveness annually via external assessors who report and share the assessment findings with Motorola Audit Services who tracks any identified remediations. For more information, please see the Motorola Trust Center at https://www.motorolasolutions.com/en us/about/trust-center/security.html Measures for certification/assurance of processes and products Motorola performs internal Secure Application Review and Secure Design Review security audits and Production Readiness Review security readiness reviews prior to service release. Where appropriate, privacy assessments are performed for Motorola's products and services. A risk register is created as a result of internal audits with assignments tasked to appropriate personnel. Security audits are performed annually with additional audits as needed. Additional privacy assessments, including updated data maps, occur when material changes are made to the products or services. Further, Motorola Solution has achieved AICPA SOC2 Type 2 reporting and ISO/IEC 27001:2013 certification for many of its development and support operations. Measures for ensuring data minimization Motorola Solutions policies require processing of all personal information in accordance with applicable law, including when that law requires data minimization. Further, Motorola Solutions Data Processing Addendum V.2022.12 conducts privacy assessments of its products and services and evaluates if those products and services support the principles of processing, such as data minimization. Measures for ensuring data quality Motorola Solutions policies require processing of all personal information in accordance with applicable law, including when that law requires ensuring the quality and accuracy of data. Further, Motorola Solutions conducts privacy assessments of its products and services and evaluates if those products and services support the principles of processing, such as ensuring data quality. Measures for ensuring limited data retention Motorola Solutions maintains a data retention policy that provides a retention schedule outlining storage periods for personal data. The schedule is based on business needs and provides sufficient information to identify all records and to implement disposal decisions in line with the schedule. The policy is periodically reviewed and updated. Measures for ensuring accountability To ensure compliance with the principle of accountability, Motorola Solutions maintains a Privacy Program which generally aligns its activities to both the Nymity Privacy Management and Accountability Framework and NIST Privacy Framework. The Privacy Program is audited annually by Motorola Solutions Audit Services. Measures for allowing data portability and ensuring erasure When subject to a data subject request to move, copy or transfer their personal data, Motorola Solutions will provide personal data to the Controller in a structured, commonly used and machine readable format. Where possible and if the Controller requests it, Motorola Solutions can directly transmit the personal information to another organization. For transfers to (sub) processors If, in the course of providing products and services under the MCA, Motorola Solutions transfers information containing personal data to third parties, said third parties will be subjected to a security assessment and bound by obligations substantially similar, but at least as stringent, as those included in this DPA. Data Processing Addendum V.2022.12 8 ANNEX III LIST OF SUB -PROCESSORS EXPLANATORY NOTE: This Annex must be completed in case of the specific authorization of sub -processors The controller has authorized the use of the following sub -processors: Name:... Description of processing (including a clear delimitation of responsibilities in case several sub - processors are authorized):... 2 Data Processing Addendum V.2022.12 Subscription Software Addendum This Subscription Software Addendum (this "SSA") is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 ("Motorola") and the entity set forth in the signature block below or in the MCA ("Customer"), and will be subject to, and governed by, the terms of the Motorola Solutions Customer Agreement entered into between the Parties, effective as of , 2025 (the "MCA"). Capitalized terms used in this SSA, but not defined herein, will have the meanings set forth in the MCA. 1. Addendum. This SSA governs Customer's purchase of Subscription Software (and, if set forth in an Ordering Document, related Services) from Motorola, and will form part of the Parties' Agreement. Additional Subscription Software -specific Addenda or other terms and conditions may apply to certain Subscription Software, where such terms are provided or presented to Customer. 2. Delivery of Subscription Software. 2.1. Delivery. During the applicable Subscription Term (as defined below), Motorola will provide to Customer the Subscription Software set forth in an Ordering Document, in accordance with the terms of the Agreement. Motorola will provide Customer advance notice (which may be provided electronically) of any planned downtime. Delivery will occur upon Customer's receipt of credentials required for access to the Subscription Software or upon Motorola otherwise providing access to the Subscription Software. If agreed upon in an Ordering Document, Motorola will also provide Services related to such Subscription Software. 2.2. Modifications. In addition to other rights to modify the Products and Services set forth in the MCA, Motorola may modify the Subscription Software, any associated recurring Services and any related systems so long as their functionality (as described in the applicable Ordering Document) is not materially degraded. Documentation for the Subscription Software may be updated to reflect such modifications. For clarity, new features or enhancements that are added to any Subscription Software may be subject to additional Fees. 2.3. User Credentials. If applicable, Motorola will provide Customer with administrative user credentials for the Subscription Software, and Customer will ensure such administrative user credentials are accessed and used only by Customer's employees with training on their proper use. Customer will protect, and will cause its Authorized Users to protect, the confidentiality and security of all user credentials, including any administrative user credentials, and maintain user credential validity, including by updating passwords. Customer will be liable for any use of the Subscription Software through such user credential (including through any administrative user credentials), including any changes made to the Subscription Software or issues or user impact arising therefrom. To the extent Motorola provides Services to Customer in order to help resolve issues resulting from changes made to the Subscription Software through user credentials, including through any administrative user credentials, or issues otherwise created by Authorized Users, such Services will be billed to Customer on a time and materials basis, and Customer will pay all invoices in accordance with the payment terms of the MCA. 2.4. Beta Services. If Motorola makes any beta version of a software application ("Beta Service") available to Customer, Customer may choose to use such Beta Service at its own discretion, provided, however, that Customer will use the Beta Service solely for purposes of Customer's evaluation of such Beta Service, and for no other purpose. Customer acknowledges and agrees that all Beta Services are offered "as -is" and without any representations or warranties or other commitments or protections from Motorola. Motorola will determine the duration of the evaluation period for any Beta Service, in its sole discretion, and Motorola may discontinue any Beta Service at Subscription Software Addendum V.2023.02.17 1 any time. Customer acknowledges that Beta Services, by their nature, have not been fully tested and may contain defects or deficiencies. 3. Subscription Software License and Restrictions. 3.1. Subscription Software License. Subject to Customer's and its Authorized Users' compliance with the Agreement, including payment terms, Motorola hereby grants Customer and its Authorized Users a limited, non -transferable, non-sublicenseable, and non-exclusive license to use the Subscription Software identified in an Ordering Document, and the associated Documentation, solely for Customer's internal business purposes. The foregoing license grant will be limited to use in the territory and to the number of licenses set forth in an Ordering Document (if applicable), and will continue for the applicable Subscription Term. Customer may access, and use the Subscription Software only in Customer's owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Subscription Software remotely from any location. No custom development work will be performed under this Addendum. 3.2. End User Licenses. Motorola may use, engage, resell, or otherwise interface with third -party software, hardware or services providers (such as, for example, third -party end point detection and response providers) and other sub -processors, who in turn may engage additional sub -processors to process personal data and other Customer Data. Customer agrees that such third -party software or services providers, sub -processors or their respective sub -processors may process and use personal and other Customer Data in accordance with and subject to their own respective licenses or terms and in accordance with applicable law. Customer authorizes and will provide and obtain all required notices and consents, if any, and comply with other applicable legal requirements, if any, with respect to such collection and use of personal data and other Customer Data by Motorola, and its subcontractors, sub -processors and/or third -party software, hardware or services providers. Notwithstanding any provision to the contrary, to the extent the use or performance of certain Services is governed by any separate license, data requirement, EULA, privacy statement, or other applicable agreement, including terms governing third -party software, hardware or services, including open source software, Customer will comply, and ensure its Authorized Users comply, with any such agreements or terms, which shall govern any such Services. 3.3. Customer Restrictions. Customers and Authorized Users will comply with the applicable Documentation and the copyright laws of the United States and all other relevant jurisdictions (including the copyright laws where Customer uses the Subscription Software) in connection with their use of the Subscription Software. Customer will not, and will not allow others including the Authorized Users, to make the Subscription Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; reverse engineer, disassemble, or reprogram software used to provide the Subscription Software or any portion thereof to a human - readable form; modify, create derivative works of, or merge the Subscription Software or software used to provide the Subscription Software with other software; copy, reproduce, distribute, lend, or lease the Subscription Software or Documentation for or to any third party; take any action that would cause the Subscription Software, software used to provide the Subscription Software, or Documentation to be placed in the public domain; use the Subscription Software to compete with Motorola; remove, alter, or obscure, any copyright or other notice; share user credentials (including among Authorized Users); use the Subscription Software to store or transmit malicious code; or attempt to gain unauthorized access to the Subscription Software or its related systems or networks. 4. Term. 4.1. Subscription Terms. The duration of Customer's subscription to the first Subscription Software and any associated recurring Services ordered under this SSA (or the first Subscription Subscription Software Addendum V.2023.02.17 2 Software or recurring Service, if multiple are ordered at once) will commence upon delivery of such Subscription Software (and recurring Services, if applicable) and will continue for a twelve (12) month period or such longer period identified in an Ordering Document (the "Initial Subscription Period"). Following the Initial Subscription Period, Customer's subscription to the Subscription Software and any recurring Services may only be renewed for additional twelve (12) month periods if agreed to by the parties in writing (each, a "Renewal Subscription Year"). (The Initial Subscription Period and each Renewal Subscription Year will each be referred to herein as a "Subscription Term".) Motorola may increase Fees prior to any Renewal Subscription Year. In such case, Motorola will notify Customer of such proposed increase no later than thirty (30) days prior to commencement of such Renewal Subscription Year. Unless otherwise specified in the applicable Ordering Document, if Customer orders any additional Subscription Software or recurring Services under this SSA during an in -process Subscription Term, the subscription for each new Subscription Software or recurring Service will (a) commence upon delivery of such Subscription Software or recurring Service, and continue until the conclusion of Customer's then -current Subscription Term (a "Partial Subscription Year"), and (b) Will not automatically renew for Renewal Subscription Years thereafter, unless either Party notifies the other Party of its intent not to renew at least thirty (30) days before the conclusion of the then -current Subscription Term. Thus, unless otherwise specified in the applicable Ordering Document, the Subscription Terms for all Subscription Software and recurring Services hereunder will be synchronized. 4.2. Term. The term of this SSA (the "SSA Term") will commence upon either (a) the Effective Date of the MCA, if this SSA is attached to the MCA as of such Effective Date, or (b) the SSA Date set forth on the signature page below, if this SSA is executed after the MCA Effective Date, and will continue until the expiration or termination of all Subscription Terms under this SSA, unless this SSA or the Agreement is earlier terminated in accordance with the terms of the Agreement. 4.3. Termination. Notwithstanding the termination provisions of the MCA, Motorola may terminate this SSA (or any Addendum or Ordering Documents hereunder), or suspend delivery of Subscription Software or Services, immediately upon notice to Customer if (a) Customer breaches Section 3 — Subscription Software License and Restrictions of this SSA, or any other provision related to Subscription Software license scope or restrictions set forth in an Addendum or Ordering Document, or (b) it determines that Customer's use of the Subscription Software poses, or may pose, a security or other risk or adverse impact to any Subscription Software, Motorola, Motorola's systems, or any third party (including other Motorola customers). Customer acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Subscription Software and Documentation, and that Customer's breach of the Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Customer breaches this Agreement, in addition to termination, Motorola will be entitled to all available remedies at law or in equity (including immediate injunctive relief). 4.4. Wind Down of Subscription Software. In addition to the termination rights in the MCA, Motorola may terminate any Ordering Document and Subscription Term, in whole or in part, in the event Motorola plans to cease offering the applicable Subscription Software or Service to customers. 5. Payment. 5.1. Payment. Unless otherwise provided in an Ordering Document (and notwithstanding the provisions of the MCA), Customer will prepay an annual subscription Fee set forth in an Ordering Document for each Subscription Software and associated recurring Service, before the commencement of each Subscription Term. For any Partial Subscription Year, the applicable annual subscription Fee will be prorated based on the number of months in the Partial Subscription Year. The annual subscription Fee for Subscription Software and associated recurring Services may include certain one-time Fees, such as start-up fees, license fees, or other fees set forth in an Subscription Software Addendum V.2023.02.17 3 Ordering Document. Motorola will have the right to suspend the Subscription Software and any recurring Services if Customer fails to make any payments when due. The parties acknowledge that pricing for Cyber Services is dependent on the full term or subscription periods specified in any such Ordering Document. Motorola will have the right to suspend the Services if Customer fails to make any payments when due 5.2. License True -Up. Motorola will have the right to conduct an audit of total user licenses credentialed by Customer for any Subscription Software during a Subscription Term, and Customer will cooperate with such audit. If Motorola determines that Customer's usage of the Subscription Software during the applicable Subscription Term exceeded the total number of licenses purchased by Customer, Motorola may invoice Customer for the additional licenses used by Customer, pro- rated for each additional license from the date such license was activated, and Customer will pay such invoice in accordance with the payment terms in the MCA. 5.3. Customer Data. For avoidance of doubt, for Cyber Services so long as not specifically identifying the Customer, "Customer Data," as defined in the MCA, shall not include, and Motorola shall be free to use, share and leverage security threat intelligence and mitigation data generally, including without limitation, third party threat vectors and IP addresses, file hash information, domain names, malware signatures and information, information obtained from third party sources, indicators of compromise, and tactics, techniques, and procedures used, learned or developed in the course of providing Services 5.4. Future Regulatory Requirements. The Parties acknowledge and agree that Cyber Service is an evolving technological area and therefore, laws and regulations regarding Services may change. Changes to existing Services required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services. 6. Liability. 6.1. ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGES SET FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS; (B) DISRUPTION OF OR DAMAGE TO CUSTOMER'S ORTHIRD PARTIES' SYSTEMS, EQUIPMENT, OR DATA, INCLUDING DENIAL OF ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE; (C) AVAILABILITY OR ACCURACY OF ANY DATA AVAILABLE THROUGH THE SUBSCRIPTION SOFTWARE OR SERVICES, OR INTERPRETATION, USE, OR MISUSE THEREOF; (D) TRACKING AND LOCATION -BASED SERVICES; OR (E) BETA SERVICES. 6.2. Direct Damages . For avoidance of doubt, notwithstanding the limitation set out in Section 8.2 of the MCA, the direct damages limitation for Cyber services provided under this SSA and limited to the fees, or the portion of fees, relating only to the Cyber Security Services under this SSA, even if such Services are offered or bundled with other Motorola services. 6.3. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed or excluded issues in the MCA or Section 6.1 — Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable. 7. Motorola as a Controller or Joint Controller. In all instances where Motorola acts as a controller of data, it will comply with the applicable provisions of the Motorola Privacy Statement at Subscription Software Addendum V.2023.02.17 4 https://www.motorolasolutions.com/en us/about/privacy-policy.html#privacystatement, as may be updated from time to time. Motorola holds all Customer Contact Data as a controller and shall Process such Customer Contact Data in accordance with the Motorola Privacy Statement. In instances where Motorola is acting as a joint controller with Customer, the Parties will enter into a separate Addendum to the Agreement to allocate the respective roles as joint controllers. 8. Survival. The following provisions will survive the expiration or termination of this SSA for any reason: Section 4 — Term; Section 5 — Payment; Section 6.1 — Additional Exclusions; Section 8 — Survival. Subscription Software Addendum V.2023.02.17 5 Vigilant Addendum This Vigilant Addendum ("Vigilant Addendum") is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 ("Motorola") and the entity set forth in the signature block below or in the MCA ("Customer"), and will be subject to, and governed by, the terms of the Motorola Solutions Customer Agreement entered into between the Parties, effective as of , 2025 (the "MCA"), and the Subscription Software Addendum ("SSA"). Capitalized terms used in this Vigilant Addendum, but not defined herein, will have the meanings set forth in the MCA or applicable Addendum. 1. Addendum. This Vigilant Addendum governs Customer's purchase and use of Motorola's Vigilant automated license plate recognition software and hardware Products ("LPR Products"). In addition to the MCA, other Addenda may be applicable to LPR Products offered under this Vigilant Addendum, including the Subscription Software Addendum ("SSA"), with respect to Subscription Software, and Equipment Purchase and Software License Addendum ("EPSLA") for Equipment sold as part of any LPR Products, together with any other applicable terms herein. LPR Products may also include Subscription Software on such Equipment or otherwise made available to Customer, as further described below. This Vigilant Addendum will control with respect to conflicting terms in the MCA or any other applicable Addendum, but only as applicable to the Products purchased under this and not with respect to other Products or Services. 2. Definitions. Camera License Key ("CLK") means an electronic key that will permit each camera (one CLK per camera) to be used with Vigilant CarDetector and/or Subscription Software Commercial Booking Images refers to booking images collected by commercial sources and available on Vigilant VehicleManager with a paid subscription. Commercial Data means both Commercial Booking Images and Commercial LPR Data. Commercial LPR Data refers to LPR data collected by private sources and available on Vigilant VehicleManager with a paid subscription. License Plate Recognition ("LPR") refers to the process of utilizing cameras, either stationary or mounted on moving vehicles, to capture and interpret images of vehicle license plates. 3. Subscription Software 3.1. CarDetector. Customer may purchase Vigilant CarDetector which is Subscription Software subject to the SSA. For Customers subscribing to CarDetector, Customer is required to obtain a CLK for each Motorola -approved camera which uses CarDetector. A CLK can be obtained by Customer by going to Motorola's company support website and completing the online request form to Vigilant technical support staff. 3.2. Vigilant VehicleManager and Vigilant ClientPortal. Subject to the terms below, Customer may purchase a CLK for access to the Law Enforcement Archival Report Network Vigilant Addendum V.2023.02.20 ("VehicleManager") and/or the Vigilant ClientPortal ("ClientPortal") each of which are "Subscription Software" subject to the terms of the SSA. 3.2.1. Access. Use and access to VehicleManager is strictly restricted to Law Enforcement Agencies ("LEAs") and their Authorized Users. Non -LEAS and their Authorized Users may purchase/access Client Portal. 3.2.2. Data Ownership and Retention. Motorola retains all title and rights to Commercial LPR Data and Commercial Booking Images. Customer shall not utilize Commercial LPR Data or Commercial Booking Images on the behalf of other local, state or Federal LEAs. LPR data and where applicable, booking images, collected by the Customer is considered Customer Data (as defined in the MCA) and is subject to the Customer's own retention policy. LPR data and/or booking images that has reached the end of the retention period set by the Customer in ClientPortal or VehicleManager, will be deleted from ClientPortal or VehicleManager in accordance with Customer's retention policy. Customer retains all rights to LPR data and booking images collected by Customer. 3.2.3. Data Sharing. Customer has the option share its Customer Data with LEA's who contract with Motorola for VehicleManager access. ClientPortal customers may also share its Customer Data with other non -LEA customers who have a contract with Motorola for ClientPortal access. If Customer opts, in its sole discretion, to share such data with another customer, the sharing Customer thereby grants to the recipient customer the rights to use such data in accordance with the terms of VehicleManager or Client Portal, as applicable. 3.2.3.1. LEA Customers. If Customer is an LEA, other similarly situated LEAs that collect their own LPR data and booking images may opt to share such data with Customer using VehicleManager. Additionally, Non -LEA Client Portal customers may also share their own LPR data with LEA Customer. Such LPR data or booking images generated by other LEAs or Non -LEA customers is considered Third -Party Data (as defined in the MCA), and shall be used by Customer only in connection with its use of VehicleManager .Third -party LPR data or booking data is governed by the retention policy of it's respective owner, once the Third Party LPR or booking data has reached its expiration date will be deleted from VehicleManager/Client Portal in accordance with the retention terms of the sharing agency. 3.2.3.2. Non -LEA Customers. If Customer is a non -LEA Customer, other similarly situated ClientPortal customers that collect their own LPR data may opt to share such data with Customer using ClientPortal. Such LPR data generated by other ClientPortal customers is considered Third -Party Data (as defined in the MCA), is governed by the retention policy of the respective ClientPortal customer, and shall be used by Customer only in connection with its use of ClientPortal. Third -party LPR data that has reached its expiration date will be deleted from ClientPortal in accordance with the retention terms of the sharing entity. 3.2.4. Motorola in its sole discretion may deny access to ClientPortal or VehicleManager to any individual based on such person's failure to satisfy the requirements set forth hereunder. Customer will ensure no user logins are Vigilant Addendum V.2023.02.20 2 provided to agents or officers of other local, state, or Federal LEAs without the express written consent of Motorola. Customer will be responsible for all of its Authorized Users, and use of, ClientPortal or VehicleManager through use of Customer login credentials, including ensuring their compliance with this Addendum. Customer shall notify Motorola immediately if Customer believes the password of any of its Users has, or may have, been obtained or used by any unauthorized person(s). In addition, Customer must notify Motorola immediately if Affiliate becomes aware of any other breach or attempted breach of the security of any of its Users' accounts. 3.2.5. Commercial Data Access. If Customer purchases a subscription to Commercial Data, then Customer shall execute and agree to the terms of Motorola's standard Data License Addendum. 3.2.6. CJIS Security Policy. Motorola agrees to support a law enforcement Customer's obligation to comply with the Federal Bureau of Investigation Criminal Justice Information Services ("CJIS") Security Policy and will comply with the terms of the CJIS Security Addendum for the term of the Addendum or Ordering Document for the applicable Product. Customer hereby consents to Motorola screened personnel serving as the "escort" within the meaning of CJIS Security Policy for unscreened Motorola personnel that require access to unencrypted Criminal Justice Information for purposes of Product support and development. 4. VaaS Program Terms. All hardware provided by Motorola to Customer under the LPR Product program will be considered "Equipment", as defined in the EPSLA, and constitutes a purchase of such Equipment subject to the terms of the EPSLA. Additionally, the following terms and conditions apply to any LPR Equipment purchased under the VaaS Program 4.1. No -Fault Warranty. Subject to the disclaimers set forth in the MCA and EPSLA, upon delivery of any Equipment purchased under the VaaS Program, Motorola will provide a No-fault Warranty to Customer for such Equipment that extends until the end of the Commitment Term (as defined below) applicable to such Equipment; except that the No-fault Warranty will not apply to: (i) any Equipment with intentionally altered or removed serial numbers, (ii) any other damages disclaimed under the MCA or EPSLA, or (iii) any Equipment that Motorola determines was changed, modified, or repaired by Customer or any third party. The "No-fault Warranty" means that Motorola will repair or replace any Equipment components or parts that render the applicable Equipment unable to perform its intended purpose. 4.2. Commitment Term. Customer accepts that following the delivery of any Equipment under the Vaas Program, Customer commits to a five (5) year subscription term for such Equipment at the rate provided in the Ordering Document (the "Initial Commitment Term"). If Customer, for any reason, terminates any of its obligations to Motorola prior to expiration of the applicable Commitment Term (as defined below), Customer will be subject to the payments described in Section 4.6.2 — Termination hereunder. 4.3. Additional Devices. Any additional Equipment, including any accessory items, ordered by Customer after Customers' initial purchase of Equipment hereunder may be subject to an incremental increase in Fees. In the event Customer orders additional LPR Equipment within the ninety (90) days immediately following its initial Vigilant Addendum V.2023.02.20 3 purchase, such Equipment will be included in and subject to the Initial Commitment Term. Any additional LPR Equipment purchased under the VaaS Program subsequent to such ninety (90) day period, will commence an additional subscription term commitment for such Equipment of five (5) years (a "Subsequent Commitment Term") with respect to the monthly Fee associated with such additional Equipment. For purposes of this Addendum, the Initial Commitment Term and each Subsequent Commitment Term are each also referred to herein as a "Commitment Term". 4.4. Included Subscription Software. 4.4.1. Vigilant VehicleManager or Vigilant ClientPortal. Subject to Section 4.6.1 — VaaS Term, and the SSA, the VaaS Program provides Customer with a subscription to Vigilant VehicleManager or Vigilant ClientPortal, as specified in the Ordering Document, during the VaaS Term (as defined below). Following expiration of the applicable Commitment Term, if Customer desires to continue use of expired Equipment with the Vigilant VehicleManager or Vigilant ClientPortal, Customer must purchase additional access to Vigilant VehicleManager or Vigilant ClientPortal based on Motorola's prevailing rates, or Motorola may disconnect connectivity of any expired Equipment to such software. 4.4.2. CarDetector. Customer will receive a subscription to CarDetector during the VaaS Term, the use of which is subject to the SSA. 4.5. VaaS Program Payment. Unless otherwise provided in an Ordering Document (and notwithstanding the provisions of the MCA), Customer will prepay a subscription Fee yearly (each a "Subscription Year"), as set forth in an Ordering Document. If Customer orders any additional LPR Product(s) under the VaaS Program subsequent to the initial purchase by Customer, Fees for such additional LPR Product will be added to the yearly subscription Fee, and will be payable on the same Fee payment schedule as the initial LPR Products purchased by the Customer; provided, however, that for the first Subscription Year during which such additional LPR Product(s) is purchased, the subscription Fee for the applicable additional LPR Product(s) will be pro -rated based on the applicable number of days remaining in the such initial Subscription Year. 4.6. VaaS Term and Termination. 4.6.1. VaaS Term. Customer's participation in the VaaS Program will commence upon the receipt of the LPR Products under the VaaS Program, and will continue through the end of the final Commitment Term hereunder ("the VaaS Term"). Following the end of any Commitment Term, Customer's access to the Subscription Services with respect to the Equipment purchased relative to that Commitment Term will expire, and Customer must download or transfer all Customer Data associated with the applicable Equipment within thirty (30) days following expiration unless Customer purchases extended access to the Subscription Services at the prevailing rates. Motorola may, but has no obligation to retain Customer Data for expired Equipment beyond thirty (30) days following expiration of the applicable Commitment Term. For example, if Customer purchases 100 devices on January 1 of Year 1 of the Initial Commitment Term, and then 100 additional devices on January 1 of Year 3, on December 31 of Year 5 (i.e., the conclusion of the Initial Commitment Term), Customer's access to the Subscription Services with respect to the first 100 Vigilant Addendum V.2023.02.20 4 devices will be discontinued, and Customer must purchase extended access to the Subscription Services or transfer all Customer Data associated with the first 100 devices within thirty (30) days of expiration of the Initial Commitment Term. In the foregoing example, the access to Subscription Services for the second 100 devices purchase will extend until December 31 of Year 7. 4.6.2. Termination. The termination provisions applicable to VaaS Program will be those set forth in the MCA, EPSLA and SSA, as applicable. If Customer's participation in the VaaS Program is terminated for any reason prior to the end of the Initial Commitment Term or any Subsequent Commitment Term, Customer will pay the pro -rated remainder of the aggregate Equipment MSRP price (prevailing as of the time of delivery), calculated by multiplying the MSRP price of all LPR Product Equipment purchased under the VaaS Program by the percentage resulting from dividing the number of months remaining in the Commitment Term applicable to such Equipment by sixty (60). In the event Customer purchased Equipment on multiple dates, resulting in separate Commitment Terms for certain Equipment, the preceding calculation will be made relative to the applicable Commitment Term for each Equipment order. For example, if Customer purchased $1,000 worth of Equipment on January 1 of Year 1 of the VaaS Term, and then $1,000 worth of Equipment on January 1 of Year 2, and then Customer's VaaS Program terminates on December 31 of Year 3, Customer will be required to repay: $1,000 x (24/60) + $1,000 x (36/60), which is equal to $1,000 in the aggregate. 4.6.3. Post Termination Subscription Software Access. Upon completion of the VaaS Term, Customer may elect to purchase additional CLKs, at then current rates, for continued Vigilant CarDetector and/or Subscription Software access. If applicable, additional network costs, at then current rates, may apply. Any continued Software Subscription access shall continue to be governed by the MCA, SSA, and Vigilant Addendum. 5. Survival. The following provisions will survive the expiration or termination of this Vigilant Addendum for any reason: Section 1 — Addendum; Section 3 — Subscription Software; Section 4.41 — Vigilant VehicleManager or Vigilant ClientPortal; Section 4.5 — VaaS Payment; 4.6 — VaaS Term and Termination; Section 5 — Survival. Vigilant Addendum V.2023.02.20 5 EXHIBIT A QUOTE-3014423 A01070ROLA SOLUTIONS The design, technical Pricing, and other information ("Information") furnished with this submission is confidential proprietary information of Motorola Solutions, Inc. or the Motorola Solutions entity providing this quote �' Motorola") and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola. MOTOROLA, M0 0, MOTyROLA 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 respec the property of theirtive owners. © 2020 Motorola Solutions, Inc. All rights reserved. 0 A6070RQLA SOLUTIONS 04/01/2025 SANTA ANA POLICE DEPT, CITY OF 20 CIVIC CENTER PLZ M-16 RM 429 SANTA ANA, CA 92701 Dear Gil Hernandez, QUOTE-3014423 Motorola Solutions is pleased to present SANTA ANA POLICE DEPT, CITY OF with this quote for quality communications equipment and services. The development of this quote provided us the opportunity to evaluate your requirements and propose a solution to best fulfill your communications needs. This information is provided to assist you in your evaluation process. Our goal is to provide SANTA ANA POLICE DEPT, CITY OF with the best products and services available in the communications industry. Please direct any questions to Troy Sakaguchi at Troy.Sakaguchi@motorolasolutions.com. We thank you for the opportunity to provide you with premier communications and look forward to your review and feedback regarding this quote. Sincerely, Troy Sakaguchi 0 A40YOROLA S0LUTIOA-S Billing Address.- SANTA ANA POLICE DEPT, CITY OF 20 CIVIC CENTER PLZ M-16 RM 429 SANTA ANA, CA 92701 US L51M as a Service 1 SUB-CDM-2-L5M 2 VSB-54015 3 VS-DLF-01 4 CDMS-HWW MOBILE LPR 2-CAM 4 SUBSCRIPTION CDM-2-34--L5M 12 16 L5M 4 CAM W VLP DEVICE LICENSE FEE 8 MOBILE LPR CAMERA KIT 8 EXTENDED HARDWARE WARRANTY -VALID FROM STANDARD WARRANTY EXPIRATION 5 YEARS 5 YEARS 4 YEARS QUOTE-3014423 Quote Date:04/01 /2025 Expiration Date:06/15/2025 Quote Created By: Troy Sakaguchi Troy.Sakaguchi@ motorolasolutions.com End Customer: SANTA ANA POLICE DEPT, CITY OF Gil Hernandez ghernandez@santa-ana.org (714) 245-8275 $18,750.00 $17,343.75 $69,375.00 Included Included Included Included Included Included Included Included Included 5 SSU-TRAVEL TRAVEL 1 $3,375.00 $3,121.88 $3,121.88 6 PDS-LPR-SS PROJECT DELIVERY 4 $995.00 $920.38 $3,681.52 SERVICES-LPR 7 HRDWR-INST-SS HARDWARE 1 $8,985.60 $8,311.68 $8,311.68 INSTALLATION L6Q as a Service 8 VSFS-L6Q-SOL-S-SIM FIXED LPR SUBSCRIPTION 24 5 YEARS $14,974.80 $13,851.69 $332,440.56 PACKAGE - L6Q (SOLAR) W/CELLULAR 9 VS-DLF-01 DEVICE LICENSE FEE 24 5 YEARS Included Included Included 10 LSV07SO4314A LPR REMOTE 24 5 YEARS Included Included Included MONITORING Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between mipment Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 - #: 36-1115800 Page 3 0 M070HOLA SOLUTIONS 11 LSV07SO4315A 12 CDFS-L6Q-HWW-01 13 VSB-60-901 14 VERIZON-LTE-DATA Subtotal Estimated Tax Grand Total LPR STANDARD ONSITE 24 REPLACEMENT FIXED L6Q CAMERA 24 SYSTEM EXTENDED HARDWARE WARRANTY - VALID FROM STANDARD WARRANTY EXPIRATION KIT, L6Q AND SOLAR 24 PANEL CAT 1 W/ SIM SOFTWARE,VERIZON-LTE- 24 DATA 5 YEARS 4 YEARS Included Included QUOTE-3014423 Included Included Included Included Included Included Included 5 YEARS Included Included Included $416,930.64 $37,167.95 $454,098.59(USD) Special Terms: The Parties mutually agree that the total not to exceed amount payable by the Customer under this Agreement shall not exceed $494,098.59, inclusive of a contingency of $40,000. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 - #: 36-1115800 Page 4 0 MOTOR OLA S OL U TIONS Pricing Summary Upfront Costs* Upfront Subscription Fee L5M as a Service L6Q as a Service Sub Total: Year 2 Subscription Fee Year 3 Subscription Fee Year 4 Subscription Fee Year 5 Subscription Fee L5M as a Service L6Q as a Service L5M as a Service L6Q as a Service L5M as a Service L6Q as a Service L5M as a Service L6Q as a Service Annually Annually Annually Annually Annually Annually Annually Annually Annually Annually Sub Total: Grand Total System Price (inclusive of Upfront and Annual Costs) *Upfront costs include the cost of Hardware, Accessories and Implementation, where applicable. QUOTE-3014423 $15,115.08 $13,875.00 $66,488.11 $95,478.19 $13,875.00 $13,875.00 $66,488.11 $66,488.11 $13,875.00 $13,875.00 $66,488.11 $66,488.11 $13,875.00 $13,875.00 $66,488.11 $66,488.11 $13,875.00 $13,875.00 $66,488.11 $66,488.11 $321,452.45 $416,930.64 Notes: • The Pricing Summary is a breakdown of costs and does not reflect the frequency at which you will be invoiced. • This quote contains items with approved price exceptions applied against them. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 - #: 36-1115800 Page 5 aM070ROLA SOLUTIONS QUOTE-3014423 L5M MOBILE SYSTEM SOLUTION DESCRIPTION L5M MOBILE SYSTEM The L5M Mobile Camera System stands out with its industry -leading image sensor, delivering unparalleled low -light performance and precise license plate, make and model recognition. Its global shutter ensures clear capture of highlea - speed vehicles, while its seamless integration with our advanced software suite, VehicleManager, enables comprehensive data analysis and robust management tools, setting a new standard for law enforcement and security operations. Key Features and Benefits: • Superior Detection Capabilities: The L5M Mobile System leverages dual high -quality color and infrared (IR) sensors with dedicated lenses and IR illumination, ensuring the clarity of license plates even at speeds up to 150 MPH. AI -powered make and model identification and ONVIF-compliant video streaming enhance data accuracy and breadth. • Enhanced In -Car User Experience: CarDetector Mobile software provides audio and visual alerts for hot - listed vehicle detections and allows seamless, in -car investigations. The interface is designed for a familiar, efficient user experience and integrates seamlessly with other Motorola products. • Flexible Deployment Options: The L5M Mobile System can be configured with various lenses for 4 to 85- foot scan distances and mounted in multiple positions on vehicles. The VIP processor supports up to four cameras, enabling continuous scanning at up to 60 FPS. Quick activation via CarDetector Mobile and constant connectivity with GPS and LTE ensure reliable performance. • Durable and Low Maintenance: IP68-rated for harsh conditions, the L5M Mobile System withstands shock, vibration, extreme temperatures, and inclement weather. It is designed for year-round use and includes automatic updates to ensure the latest features and optimal performance. • Advanced -Data Management: Integrating with VehicleManager, the L5M Mobile System facilitates detailed searches, hot list management and advanced analytics on billions of LPR records. The system offers transformative vehicle location intelligence while maintaining industry -leading data control and program success security standards. • High -Speed, High -Traffic Performance: Designed for high-speed, high -traffic environments, the L5M Mobile System captures precise, reliable license plate data, enhancing the effectiveness of law enforcement and security operations. Deploy the L5M Mobile System to enhance your LPR capabilities with superior image quality, flexible deployment, and advanced data management and analytics, ensuring reliable performance in any environment. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 6 aM070ROLA SOLUTIONS L6Q CAMERA SYSTEM SOLUTION DESCRIPTION L6Q CAMERA SYSTEM The L6Q camera system revolutionizes license plate recognition (LPR) technology with its sophisticated capabilities, streamlined design, and consumer -grade installation process. This innovative system is ideal for law enforcement agencies and businesses seeking to enhance security through efficient and effective LPR. The L6Q seamlessly integrates with our backend software, VehicleManager or ClientPortal, to offer a comprehensive solution for building or supplementing a camera network, ensuring the safety and security of the communities they serve. Key Features and Benefits: QUOTE-3014423 • Easy Install Out -of -Box: The L6Q's user-friendly design, convenient carry case, and intuitive out -of -box workflow enable one -person installation and activation in minutes, using a smartphone for ultimate ease. • Precise Data Collection: Configure the L6Q to capture vehicles moving at specific speeds and directions. It collects detailed information beyond license plates, including vehicle make, model, color, and speed, even in low -light conditions, enhancing investigative capabilities. • Versatile Power Options: The L6Q operates anywhere with solar, AC/DC, Pole Tap, and internal battery options. It's built to withstand weather conditions and rated to IP67. • Amplified Insight & Awareness: Beyond license plate data, the L6Q has advanced software for managing hot lists, alerts, searches, and patented analytics. Agencies control data retention and sharing, ensuring security and compliance. • App-Based Configuration & Activation: Use the Mobile Companion app on Android or iOS for quick on -site setup. Scan the camera's QR code for guided configuration, including live video -enabled aiming and adjustable image capture regions for improved accuracy. • Advanced Night Vision: Equipped with long-range infrared (IR) illumination and a starlight sensor, the L6Q can scan vehicles even in total darkness, ensuring round-the-clock operation. • Tamper -Proof Design: The L6Q is built to be physically secure with a tamper -proof shroud, easily customized to blend with various environments. Deploy the L6Q to enhance your LPR capabilities with a system designed for ease of use, versatility, and advanced data insights. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 7 aM070ROLA SOLUTIONS QUOTE-3014423 LICENSE PLATE RECOGNITION TECHNOLOGY STATEMENT OF WORK OVERVIEW This Statement of Work (SOW) outlines the responsibilities of Motorola Solutions, Inc. (Motorola) and the Customer for the implementation of fixed or mobile License Plate Recognition (LPR) technology(s) and your License Plate Recognition Technology solution, if Deployment or Installation Services are purchased as part of the Contract. For the purpose of this SOW, the term "Motorola" may refer to our affiliates, subcontractors, or certified third -party partners. A third -party partner(s) (Motorola -certified installer) will work on Motorola's behalf to install your License Plate Recognition Technology system(s) (if applicable). This SOW addresses the responsibilities of Motorola and the Customer that are relevant to the implementation of the hardware and software components listed in the Solutions Description. Any changes or deviations from this SOW must be mutually agreed upon by Motorola and the Customer and will be addressed in accordance with the change provisions of the Contract. The Customer acknowledges any changes or deviations from this SOW may incur additional cost. Motorola and the Customer will work to complete their respective responsibilities in accordance with the Project Schedule. Any changes to the Project Schedule must be mutually agreed upon by both parties in accordance with the change provisions of the Contract. Unless specifically stated, Motorola will perform the work remotely. The Customer will provide Motorola personnel with access to their network and facilities so Motorola is able to fulfill its obligations. The Customer is responsible for acquisition and use of a remote access tool that complies with the regulations controlling use of the remote access tool. All work will be performed during normal business hours based on the Customer's time zone (Monday through Friday from 8:00 a.m. to 5:00 p.m.). The number and type of software subscription licenses, products, or services provided by Motorola are specifically listed in the Contract and referenced in the SOW. Services provided under this SOW are governed by the mutually executed Contract between the parties, or Motorola's Master Customer Agreement and applicable addenda ("Contract"). AWARD, ADMINISTRATION, AND PROJECT INITIATION Project Initiation and Planning will begin following the execution of the Contract between Motorola and the Customer. At the conclusion of Project Planning, Motorola's Project Manager (PM) will begin status meetings and provide status reports on a regular cadence with the Customer's PM. The status report will provide a summary of activities completed, activities planned, progress against the project schedule, items of concern requiring attention, as well as, potential project risks and agreed upon mitigation actions. Motorola utilizes Google Meet as its teleconference tool. If the Customer desires to use an alternative teleconferencing tool, any costs incurred from the use of this alternate teleconferencing tool will be the responsibility of the Customer. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 8 aM070ROLA SOLUTIONS QUOTE-3014423 FBI-CJIS SECURITY POLICY — CRIMINAL JUSTICE INFORMATION CJIS Security Policy Compliance Motorola does not believe our LPR and License Plate Recognition Technology offerings require compliance with the FBI-CJIS Security Policy (CJISSECPOL) based on the definition in Section 4 of CJISSECPOL and how the FBI-CJIS defines Criminal Justice Information. However, Motorola does design its products with the CJISSECPOL security controls as a guide. Motorola's LPR system design and features support best practice security controls and policy compliance. In the event of a CJIS technical audit request, Motorola will support the Customer throughout this process. Personnel Security — Background Screening Motorola will assist the Customer with completing the CJIS Security Policy Section 5.12 Personnel Security related to authorized personnel background screening when requested to do so by the Customer. Based on Section 5.12, a Motorola employee is defined as someone who is required to be on the Customer's property with unescorted access. Motorola employees will also have access to the Customer's network(s) and stored information. Motorola has remote access tools to support virtual escorted access to on -premises customer assets. Additionally, Motorola performs independent criminal background investigations including name based background checks, credential and educational vetting, credit checks, U.S. citizen and authorized worker identity verification on its employees. Motorola will support the Customer in the event of a CJIS audit request to validate employees assigned to the project requiring CJIS Section 5.12 Personnel Security screening and determine whether this list is up to date and accurate. Motorola will notify the Customer within 24 hours or next business day of a personnel status change. Security Awareness Training Motorola requires all employees who will support the Customer to undergo Level 3 Security Awareness Training provided by Peak Performance and their CJIS online training platform. If the Customer does not have access to these records, Motorola can facilitate proof of completion. If the Customer requires additional and/or separate training, Motorola will work with the Customer to accommodate this request at an additional cost. CJIS Security Addendum Motorola requires all employees directly supporting the Customer to sign the CJIS Security Addendum if required to do so by the Customer. Third Party Installer The Motorola -certified third party installer will work independently with the Customer to complete the Section 5.12 Personnel Security checks, complete Security Awareness Training and execute the CJIS Security Addendum. COMPLETION CRITERIA The project is considered complete once Motorola has completed all responsibilities listed in this SOW. The Customer's task completion will occur based on the Project Schedule to ensure Motorola is able to complete all tasks without delays. Motorola will not be held liable for project delays due to incomplete Customer tasks. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 9 aM070ROLA SOLUTIONS QUOTE-3014423 The Customer must provide Motorola with written notification if they do not accept the completion of Motorola responsibilities. Written notification must be provided to Motorola within ten (10) business days of task completion. The project will be deemed accepted if no written notification is received within ten (10) business days. In the absence of written notification for non -acceptance, beneficial use will occur thirty (30) days after functional demonstration of the system. SUBSCRIPTION SERVICE PERIOD If the contracted system includes a subscription, the subscription service period will begin upon the Customer's receipt of credentials for access. The provision and use of the subscription service is governed by the Contract. PROJECT ROLES AND RESPONSIBILITIES OVERVIEW Motorola Project Roles and Responsibilities (if applicable) The Motorola Project Team will be assigned to the project under the direction of the Motorola Project Manager. Each team member will be engaged in different phases of the project as necessary. Some team members will be multi -disciplinary and may fulfill more than one role. In order to maximize effectiveness, the Motorola Project Team will provide various services remotely by teleconference, web -conference, or other remote method in order to fulfill our commitments as outlined in this SOW. Our experience has shown customers who take an active role in the operational and educational process of their system realize user adoption sooner and achieve higher levels of success with system operation. The subsections below provide an overview of each Motorola Project Team Member. Project Manager (PM) The PM will be the principal business representative and point of contact for Motorola. The PM's responsibilities may include but are not limited to: • Manage Motorola responsibilities related to the delivery of the project. • Maintain the Project Schedule, and manage assigned Motorola personnel, subcontractors, and suppliers as applicable. • Coordinate schedules of assigned Motorola personnel, subcontractors, and suppliers as applicable. • Maintain project communications with the Customer. • Identify and manage project risks. • Coordinate collaboration of Customer resources to minimize project delays. • Evaluate project status against Project Schedule. • Conduct status meetings on mutually agreed upon dates to discuss project status. • Provide timely responses to Customer inquiries and issues related to project progress. • Conduct status calls with the Customer throughout the Project up to and including Go -Live. System Technologist The System Technologist (ST) will work with the Customer's Project Team on: • Camera programing • Camera alignment Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 10 aM070ROLA SOLUTIONS QUOTE-3014423 • Licensed Software Training • Develop and submit Start Up and Commissioning Sign Off (SSU&C) Technical Trainer / Instructor The Technical Trainer / Instructor provides training in accordance with the Training Plan provided to the Customer. Motorola -Certified Installer The Motorola -certified installer is primarily responsible for installing in -car and fixed LPRs. There are specific requirements the 3rd party partner must meet in order to be considered a Motorola -certified installer, and they include (but are not limited to) the following: Required Training • SSU&C Onsite Training - Included Certification testing completed and passed • Networking (must meet one of the following three requirements) - CompTia Network + Certification - Networking Degree in IT - Basic Networking RDS003 • ASE Certification for Mobile Installers • Electrical Certification Electrical Certification/Permitting ■ Low Voltage Certification ■ High Voltage Certification • Equipment Certification - Bucket Truck Certification - Any applicable testing equipment certification Other responsibilities the Motorola -certified installer may be involved in include the fixed and/or mobile installation of cellular routers, wired networks, poles, trenching, and conduit runs as well as the manufacturing and/or service of trailers. These activities will only be completed by Motorola if Motorola quotes these services; otherwise, the completion of these services are solely the responsibility of the Customer. Customer Support and Services Team The Customer Support and Services Team will provide on -going support to the Customer following Go -Live and final acceptance of the project. Customer Project Roles and Responsibilities (if applicable) Motorola has defined key resources that are critical to this project and must participate in all the activities defined in this SOW. During the Project Planning phase, the Customer will be required to provide names and contact information for the roles listed below. It is critical that these resources are empowered to make decisions based on the Customer's operational and administration needs. The Customer Project Team will be engaged from Project Initiation through Beneficial Use of the system. In the event the Customer is unable to provide the resources identified in this section, Motorola may be able to supplement these resources at an additional cost. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 11 aM070ROLA SOLUTIONS Project Manager QUOTE-3014423 The PM will act as the primary point of contact for the duration of the project. In the event the project involves multiple locations, Motorola will work exclusively with the Customer's primary PM. The PM's responsibilities will include, but are not limited to: • Communicate and coordinate with other project participants. • Manage the Customer Project Team including subcontractors and third -party vendors. This includes timely facilitation of tasks and activities. • Maintain project communications with the Motorola PM. • Identify tasks required of Customer staff that are outlined in this SOW and the Project Schedule. • Consolidate all project inquiries from Customer staff to present to Motorola PM. • Approve a deployment date offered by Motorola. • Review Project Schedule with the Motorola PM and finalize tasks, dates, and responsibilities. • Measure and evaluate progress against the Project Schedule. • Monitor project to ensure resources are available as required. • Attend status meetings. • Provide timely responses to issues related to project progress. • Liaise and coordinate with other agencies, Customer vendors, contractors, and common carriers. • Review and administer change control procedures, hardware and software certification, and all related project tasks required to meet the deployment date. • Ensure Customer vendors' readiness ahead of the deployment date. • Assign one or more personnel to work with Motorola staff as needed for the duration of the project, including one or more representatives from the IT department. • Identify a resource with authority to formally acknowledge and approve milestone recognition certificates, as well as, approve and release payments in a timely manner. • Provide Motorola personnel with access to all Customer facilities where system equipment is to be installed. Temporary identification cards are to be issued to Motorola personnel, if required for access. • Ensure remote network connectivity and access for Motorola resources, if applicable to the solution. • Assume responsibility for all fees pertaining to licenses, permits, inspections and any delays associated with inspections due to required permits as applicable to this project. • Provide reasonable care to prevent equipment exposure from contaminants that may cause damage to the equipment or interruption of service. • Ensure a safe working environment for Motorola personnel. • Identify and manage project risks. • Provide signature(s) of Motorola -provided milestone recognition certificate(s) within ten (10) business days of receipt. IT Support IT Support manages the technical efforts and ongoing activities of the Customer's system. IT Support will be responsible for managing Customer provisioning and providing Motorola with the required information for LAN, WAN, server and client infrastructure. The IT Support Team responsibilities include but are not limited to: • Participate in delivery and training activities to understand the software and functionality of the system. • Participate with Customer Subject Matter Experts (SMEs) during the provisioning process and associated training. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 12 aM070ROLA SOLUTIONS QUOTE-3014423 • Authorize global provisioning decisions and be the Point of Contact (POC) for reporting and verifying problems. • Monitor firmware updates • Implement changes to Customer infrastructure in support of the proposed system. Agency Manager The Agency Manager will act as the primary POC upon project completion. • Push internal requests for updates through appropriate channels • Monitor all firmware updates and all other security measures for physical hardware as required by the Customer internal policies • Administer users • Audit reports • Manage Hotlist and Hotlist functionality • Attend Agency Manager training • Oversee or act as the training POC • Ensure all Authorized Users are aware of usage restrictions and any applicable terms related to the use of the LPR System • Controls appropriate use and data storage policies as well as procedures for the data maintained outside the LPR system. This includes when any information is disseminated, extracted or exported out of the LPR system • Controls and is responsible for developing the policies, procedures, and enforcement for applying deletion/purging and dissemination rules to information within and outside of the LPR system. • Ensure data and system protection strategies are accomplished through the tools provided by Motorola for account and user management features along with audit and alert threshold features. Subject Matter Experts (SMEs) SMEs are a core group of users involved with the analysis, training and implementation process. The SMEs should be experienced users in their own respective field (evidence, dispatch, patrol, etc.) and should be empowered by the Customer to make decisions based on workflows and department policies related to the proposed system. General Customer Responsibilities (If Applicable) In addition to the Customer responsibilities listed above, the Customer is responsible for the following: • Customer Site. If the Solution is to be installed at a Customer location ("Site"), the Solution will only be installed and/or evaluated at the Customer sites identified. • Customer will be responsible for providing all necessary permits, licenses, and other approvals necessary for the installation and use of the Products and the performance of the Services at each applicable Site, including for Motorola to perform its obligations hereunder, and for facilitating Motorola's access to the Sites. This includes, but is not limited to providing a traffic safety plan to facilitate the safe deployment of all Equipment that is installed on, over, or near Sites with active roadways. No waivers of liability will be imposed on Motorola or its subcontractors by Customer or others at Customer facilities or other Sites, but if and to the extent any such waivers are imposed, the Parties agree such waivers are void. The Equipment used for the Services will only be located at such site. • If the Solution is to be accessed remotely, Customer will only access Solution in the manner described by Solution documentation or as otherwise instructed by Motorola. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 13 aM070ROLA SOLUTIONS QUOTE-3014423 Site Conditions and Issues. Customer will ensure that (a) all Sites are safe and secure, (b) Site conditions meet all applicable industry and legal standards (including standards promulgated by OSHA or other governmental or regulatory bodies), (c) to the extent applicable, Sites have adequate physical space, air conditioning, and other environmental conditions, electrical power outlets, distribution, equipment, connections, and telephone or other communication lines (including modem access and interfacing networking capabilities), and (d) Sites are suitable for the installation, use, and maintenance of the Products and Services. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date. • All costs associated with permitting. • Supply a proper power source to all Motorola Solutions provided equipment. • Provide ALL points of attachment for hardware that include fixed LPR Cameras and associated equipment and ensuring all equipment is attached in accordance with local policies and codes. • Supply any new infrastructure required to mount or attach the Motorola Solutions hardware to. • Trenching as required for the purpose of running electrical power • All poles and existing infrastructure that are not being purchased from Motorola as part of the LPR solution. • All Utility locates needed for impacted areas. • Providing the communications point of attachment for each site. • When cellular service is used as the point of connection, customer is responsible for providing cellular service and SIM cards if they are not being purchased from Motorola as part of the LPR solution. • All Customer -provided equipment, including third -party hardware and software needed for the proposed system but not listed as a Motorola deliverable. Examples include end user workstations, network equipment, etc. • Configure, test, and maintain third -party system(s) that will interface with the proposed system. • Establish an Application Programming Interface (API) for applicable third -party system(s) and provide documentation that describes the integration to the Motorola system. • All work is to be performed by Motorola -certified installers. The Customer is responsible for work performed by non -certified installers. • Upgrades to Customer's existing system(s) in order to support the proposed system. • Mitigate the impact of upgrading Customer third -party system(s) that will integrate with the proposed system. Motorola strongly recommends working with the Motorola Project Team to understand the impact of such upgrades prior to taking action. • Electronic versions of any documentation associated with business processes identified. • Ability to participate in remote project meetings using Google Meet or a mutually agreed upon Customer - provided remote conferencing tool. • Manage the Hotlist in accordance with the rules and regulations of the Customers State. Motorola is not responsible for any delays that arise from Customer's failure to perform the responsibilities outlined in this SOW or delays caused by Customer's third -party vendor(s) or subcontractor(s). NETWORK AND HARDWARE REQUIREMENTS The following requirements must be met by the Customer prior to Motorola installing the proposed system: • Provide network connectivity for the transfer and exchange of data for the proposed system. • Provide remote access for Motorola personnel to configure the system and conduct diagnostics. • Provide Internet access to fixed and mobile equipment. • Provide devices such as workstations, tablets, and smartphones with Internet access for system usage. Chrome is the recommended browser for optimal performance. The workstations must support MS Windows 11 Enterprise. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 14 aM070ROLA SOLUTIONS QUOTE-3014423 • Provide and install antivirus software for workstation(s). • Provide Motorola with administrative rights to Active Directory for the purpose of installation, configuration, and support (if applicable). • Ensure required traffic is routed through Customer's firewall. Motorola is not responsible for any costs or delays that arise from Customer's failure to meet network and hardware requirements. PROJECT PLANNING A clear understanding of the needs and expectations of Motorola and the Customer is critical to fostering a collaborative environment of trust and mutual respect. Project Planning requires the gathering of specific information to set clear project expectations and guidelines, as well as lay the foundation for a successful implementation. Project Planning Session (if applicable) A Project Planning Session will be scheduled after the Contract has been executed. The Project Planning Session is an opportunity for the Motorola and Customer PM to meet prior to the Project Kickoff Meeting and review key elements of the project and expectations. Depending on the items purchased, the agenda will typically include: • A high level review of the following project elements: - Contract documents. - A summary of contracted applications and hardware as purchased. - Customer's involvement in project activities to confirm understanding of scope and required time commitments. - A high level Project Schedule with milestones and dates. • Confirm CJIS background investigations and fingerprint requirements for Motorola employees and/or subcontractors. • Confirm Customer location for Motorola to ship their equipment for installation. Motorola Responsibilities • Schedule the remote Project Planning Session. • Request the assignment of Customer Project Team and any additional Customer resources that are instrumental to the project's success. • Provide the initial Project Schedule. • Baseline the Project Schedule. • Review Motorola's delivery approach. • Document mutually agreed upon Project Kickoff Meeting Agenda. • Request user information required to establish the Customer in associated training portals. Customer Responsibilities • Identify Customer Project Team and any additional Customer resources that are instrumental to the project's success. • Acknowledge the mutually agreed upon Project Kickoff Meeting Agenda. • Provide approval to proceed with the Project Kickoff Meeting. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 15 aM070ROLA SOLUTIONS QUOTE-3014423 Motorola Deliverables • Project Kickoff Meeting Agenda. Project Kickoff (if applicable) Motorola will work with the Customer to understand the impact of introducing a new solution and the preparedness needed for a successful implementation. Note — The Detail Design Review (DDR), if applicable, is completed during the pre -sales process and normally completed prior to Contract award. Delay in the DDR review may impact the project schedule. Motorola will not be responsible for additional costs or delays incurred for Customer requested changes to the DDR. Motorola Responsibilities • Review Contract documents including project delivery requirements as described in this SOW. • Discuss the deployment start date and deliver the Deployment Checklist. • Discuss Mobile LPR equipment installation activities and responsibilities. • Discuss Fixed LPR installation activities and responsibilities. • Discuss project team participants and their role(s) in the project with fulfilling the obligations of this SOW. • Review resource and scheduling requirements. • Review the DDR, arranging for additional meeting for review as needed • Review the Credentials Form • Discuss Motorola remote system access requirements (24-hour access to a secured two-way Internet connection through the Customer's firewall for the purpose of deployment and maintenance). • Complete all necessary documentation (i.e. fingerprints, background checks, card keys, etc.) required for Motorola resources to gain access to Customer facilities. • Discuss the Training Plan. • Review and agree on completion criteria and the process for transitioning to support. Customer Responsibilities • Provide feedback on project delivery requirements. • Review the Deployment Checklist. • Review the roles of project participants to identify decision -making authority. • Grant Motorola Support access in the License Plate Recognition Technology program • Validate non -disclosure agreements, approvals, and other related items are complete (if applicable). • Provide all documentation (i.e. fingerprints, background checks, card keys, etc.) required for Motorola resources to gain access to Customer facilities. Motorola Deliverables • Project Kickoff Meeting Minutes • Deployment Checklist Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 16 aM070ROLA SOLUTIONS QUOTE-3014423 PROJECT EXECUTION Hardware Procurement and Installation (if applicable) Motorola will procure contracted hardware as part of the ordering process. The Customer is responsible for providing an installation environment that meets manufacturer's specifications for the hardware, which includes but is not limited to: • Power • Heating and Cooling • Network Connectivity • Access and Security • Conduit and Cabling Motorola Responsibilities • Procure contracted equipment and ship to the Customer's designated location. • Verify remote connection to hardware. • The installer will be responsible for installing all Motorola provided hardware. • Installer will utilize a certified electrician when wiring power to equipment. • Verify whether the hardware is properly installed, connected to the network, and positioned to capture license plate data. (if applicable). • Create a Trip Report outlining the activities completed during configuration and testing of system hardware. Customer Responsibilities (if applicable) • Provide Motorola with the correct IP address(es) for configuration • Ensure the Customer's network is operational. • Inventory LPR equipment after arrival at Customer location. • Procure Customer -provided equipment and make it available at the installation location. • Install backend server in Customer's designated area (if applicable). • Confirm the server room complies with environmental requirements (i.e. power, uninterruptible power, surge protection, heating/cooling, etc.)(if applicable). • Verify the server is connected to the Customer's network and installed for use.(if applicable) • Conduct a power -on test to validate the installed hardware and software are ready for configuration. • Provide, install, and maintain antivirus software for server(s) and/or workstation(s). • Enable outgoing network connection (external firewall) to License Plate Recognition Technology • Install Customer -supplied Access Points (if applicable). • Verify all equipment directly connected to power is properly installed and connected to the network (if applicable). • For remote deployments, the Customer is responsible for verifying all equipment is connected to their network • Confirm access to installed software on Customer -provided workstation(s). Motorola Deliverables • Contracted Equipment Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 17 aM070ROLA SOLUTIONS Mobile LPR Camera System (If Applicable) QUOTE-3014423 The Motorola -certified installer will complete the installation of the Mobile LPR system(s) within the Customer - provided vehicle(s) or selected location. The installer may also be responsible for installing cellular routers or Wi- Fi radios inside the vehicle(s) for wireless upload of video and images. The Customer vehicles must be available for the ST to complete the configuration and testing of the contractual number of Mobile LPR cameras. If the Customer does not have all vehicles available during the agreed upon date and time, the Customer may opt to sign -off on the number of Mobile configurations completed. If the Customer requires the ST to complete the full contractual number of Mobile LPR Cameras at a later date and time, additional cost may be incurred. Note — The Pricing Page will reflect the Mobile LPR installation services by Motorola if Motorola is responsible for the installations. Motorola Responsibilities • Setup server for Mobile LPR digital video recorder (DVR) configuration. • Create configuration USB used to complete Mobile LPR hardware configuration and validation. • Travel to the Customer site to conduct configuration and testing of Mobile LPRs. • Complete Mobile LPR configuration on a single vehicle, and validate the configuration with the Customer. • Point and aim the Mobile LPR camera for image capturing. • Install Licensed Software on Customer -provided mobile data terminal (MDT) • Configure MDT Netowrk Card • Enable Al in Video Manager • Configure NetMotion (if applicable) • Receive Customer approval to proceed with remaining Mobile LPR configurations. • Complete remaining contracted vehicle configurations. • Test a subset of completed Mobile LPR hardware configurations. • For Motorola -certified installer, complete the installation of cellular router and confirm placement of antenna mounting with Customer (if applicable). • The Motorola -certified installer will install Customer -provided SIM card into cellular router and connect cellular router to the Mobile LPR (if applicable). Customer Responsibilities • Provide Motorola with remote connection and access credentials to complete Mobile LPR hardware configuration. • Notify Motorola of the vehicle installation location. • Coordinate and schedule date and time for Mobile LPR hardware configuration(s). • Make Mobile LPR hardware available to Motorola for configuration and testing in accordance with the Project Schedule. • Provide cellular SIM Card for Internet connectivity to the installer at time of installation. Motorola Deliverables • Complete Configuration and camera aiming as it applies to the proposed solution. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 18 aM070ROLA SOLUTIONS QUOTE-3014423 Fixed LPR Camera System Configuration (If Applicable) The Motorola -certified installer will complete the installation of the Fixed LPR system(s) within the Customers designated locations. The installer may also be responsible for installing cellular routers or Wi-Fi radios for wireless upload of video and images. In the instance where Customer has purchased a self -deploy or quick - deploy camera without deployment or installation, the below Motorola responsibilities will be absorbed by the Customer. Motorola Responsibilities • Review preliminary plans for installation • Verify with customer that proper permits and authorizations have been obtained • Identify installation locations (pole or infrastructure asset) on which to install the Fixed LPR camera • Motorola -certified installer will install the Fixed LPR camera • Point and aim the Fixed LPR camera for image capturing • Install License Plate Recognition Technology Software Customer Responsibilities • Approve installation locations • Obtain necessary permits and authorizations • Provide power to installation locations • Provide any required trenching • Coordinate with local utility companies in the case of any interrupted service requests or instances NOTE - The Customer is responsible for having all vehicles and devices available for installation per the Project Schedule. All cellular data fees and Internet connectivity charges are the responsibility of the Customer. When cellular service is used as the point of connection, customer is responsible for providing cellular service, and SIM cards if they are not being purchased from Motorola as part of the LPR solution. If a Motorola -certified installer is not used for installation, Motorola is not responsible for any errors in hardware installation, performance or delays in the Project Schedule. In the event the Customer takes on the responsibility of installing LPR cameras through a Motorola -certified installer, Motorola is also not responsible for any errors in hardware installation, performance or delays in the Project Schedule. For in -car LPR installations, an MDT is required for all vehicles (if applicable). Automatic License Plate Recognition (ALPR) Commissioning (If Applicable) This section highlights the responsibilities of Motorola and the Customer when a Motorola In -Car Video (ICV) system interfaces with the LPR database. Motorola Responsibilities • Create a Customer account in the LPR data system with authorized user emails. • Verify License Plate Recognition Technology software has been installed and launched per the Quickstart Guide. • Provide Mobile LPR - Officer Safety Basic and Advanced Pre -Installation Checklist. • Provide Agency Manager with Training Materials and Licensed Software MDT installation guide. • Advise Agency Manager of different options available to add new users. • Confirm Agency Manager is aware of registration required for Hotlists. • Confirm Agency Manager understands how to set up data -sharing. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 19 aM070ROLA SOLUTIONS QUOTE-3014423 Customer Responsibilities • Identify the Agency Manager. • Register to receive access to Hotlists. SOFTWARE INSTALLATION AND CONFIGURATION (IF APPLICABLE) Motorola will install LPR software on a specified number of workstations. The Customer will be responsible for installing the software on the remaining workstations. Licensed Software for the Mobile LPR Solution Licensed Software is used in conjunction with Mobile LPR cameras. Installation consists of the following activities: • Network discovery. • Operating system and software installation. • Onboarding user / system identity set up. • Provide user access to the application. License Plate Recognition Technology License Plate Recognition Technology software is a cloud solution that does not require an onsite server and supports the full LPR Solution. Motorola Responsibilities • Based on Customer feedback, perform the following activities: - Create users, groups, and permissions. • Test to ensure software is accessible to the Customer Customer Responsibilities • Verify traffic can be routed through Customer's firewall and reaches end user workstations. CloudConnect Installation and Configuration (applicable for CommandCentral Aware purchase) Motorola Responsibilities • Verify remote access capability. • Remotely configure CloudConnect Virtual Machine within the Cloud Anchor Server. • Configure network connectivity and test connection to the CloudConnect Virtual Machine. • Create an IPSEC tunnel. • Provide Customer with the information for setting up the IPSEC tunnel. Customer Responsibilities • Provide Motorola with two static IP addresses, corresponding subnet masks/default gateway, and available NTP and DNS IP for the CloudConnect Virtual Machine and the Cloud Anchor Server. • Confirm with Motorola the network performance requirements are met. • Configure firewall to allow traffic from IPSEC tunnel. Completion Criteria • CloudConnect Virtual Machine configuration is complete and accessible throughout the network. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 20 aM070ROLA SOLUTIONS CommandCentral Evidence (if applicable) QUOTE-3014423 Motorola will work with the Customer to determine best industry practices, current operations environment, and subsystem integration to ensure optimal configuration of your CommandCentral Evidence solution. Motorola Responsibilities • Use the CommandCentral Admin Portal to provision users, groups, and rules based on Customer Active Directory data. • Guide the Customer in the configuration of CommandCentral Evidence. Customer Responsibilities • Supply access and credentials to Customer's Active Directory for the purpose of Motorola conducting CommandCentral Evidence provisioning. • Respond to Motorola's inquiries regarding users, groups and agency mapping to CommandCentral Evidence. • Provision policies, procedures, and user permissions. • Configure evidence as directed by Motorola. Third -Party Interfaces (if applicable) The integration between Motorola's LPR system and the Customer's third -party system may consist of an iterative series of activities depending on the complexity of accessing the third -party system. Interfaces will be installed and configured in accordance with the Project Schedule. The Customer is responsible for engaging third -party vendors as required to facilitate connectivity and testing of the interface(s). Motorola Responsibilities Develop and configure interface(s) to support the functionality described in the Solution Description. Establish and validate connectivity between Motorola and third -party systems. Perform functional demonstration to confirm the interface(s) can transmit and receive data to the Customer's digital evidence management system. Customer Responsibilities • Act as liaison between Motorola and third -party vendor(s) as required to establish connectivity to the LPR system. • Provide personnel authorized to make changes to the network and third -party systems to support Motorola's integration efforts. • Provide network connectivity between the LPR and the third -party system(s). • Provide information on API, SDKs, data scheme, and any documentation necessary to establish interfaces with all local and remote systems. This information should be provided to the Motorola PM within ten (10) business days of the Interface Engagement Meeting. NOTE - At the time of initial design, unknown circumstances, requirements or anomalies may present difficulties with interfacing Motorola products to a third -party application. These difficulties could result in a poorly performing or a non-functional interface. By providing Motorola with this information early in the deployment process, will put us in the best position to mitigate these potential issues. If the resolution requires additional third -party integration, application upgrades, APIs, and/or additional software licenses, the Customer is responsible for addressing these issues at their cost. Motorola is not responsible for any delays or costs associated with third -party applications or Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 21 aM070ROLA SOLUTIONS QUOTE-3014423 Customer -provided third -party hardware or software. All APIs provided by Motorola or integrations with third -party software are provided AS IS. Motorola is not liable for any claims or damages associated with third party applications, or Customer -provided third party hardware or software. SYSTEM TRAINING The objective of this section is to prepare for and deliver training. Motorola training consists of computer -based (online) and instructor -led (on -site or remote). Our training delivery methods will vary depending on course content. Training will be delivered in accordance with the Training Plan. As part of our training delivery, Motorola will provide user guides and training materials in an electronic format. Online Training (if applicable) Online training is made available to the Customer through LXP and/or Motorola vetted third party platforms. Motorola Responsibilities • Designate a LXP Administrator to work with the Customer (if applicable). • Establish an accessible instance of LXP for the Customer (if applicable). • Configure a Customer -specific portal view. • Organize content to align with Customer's selected technologies. • Create initial Customer user accounts and a single Primary Administrator account.. • Provide technical support for user account and access issues, LXP functionality, and Motorola managed content (if applicable). • Provide instruction to Customer on building groups. • Coordinate third party platform usage and additional course offerings Customer Responsibilities • Provide user information for the initial creation of accounts. • Complete LXP Administrator training (if applicable). • Ensure network and Internet connectivity for Customer access to training platforms. Instructor -Led Training (On -Site and/or Remote, if applicable) Instructor -led courses are based on products purchased and the Customer's Training Plan. Motorola Responsibilities • Deliver User Guides and training materials in an electronic format. • Perform training in accordance with the provided Training Plan. • Provide the Customer with training attendance rosters and summarize any pertinent information that may impact end user training. Customer Responsibilities • Supply classroom(s) with the required computer and audio-visual equipment for training. • Designate training representatives who will work with the Motorola trainer(s) to deliver the training content. • Facilitate training of all Customer end users in accordance with the Customer's Training Plan. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 22 aM070ROLA SOLUTIONS QUOTE-3014423 Motorola Deliverables • Electronic versions of User Guides and training materials. • Attendance rosters. PROJECT GO -LIVE, CLOSURE, AND HANDOVER TO SUPPORT Motorola will utilize the Deployment Checklist throughout the deployment process to verify features and functionality are in line with installation and configuration requirements. The Customer will witness the ST demonstrating the Deployment Checklist and provide feedback as features and functionality are demonstrated. The Customer is considered Live on the system after the equipment has been installed, configured, and made available for use, and training has been delivered or made available to the Customer. Upon the conclusion of Go -Live, the project is prepared for closure. Project closure is defined as the completion of tasks and the Customer's receipt of contracted components. The Deployment Checklist serves as the artifact that memorializes a project closure. A System Acceptance Certificate will be provided to the Customer for signature to formally close out the project. The Customer has ten (10) business days to provide Motorola with a signed System Acceptance Certificate. If the Customer does not sign off on this document or provide Motorola written notification rejecting project closure, the project will be deemed closed. Upon project closure, the Customer will engage with Technical Support for on -going needs in accordance with the Customer's specific terms and conditions of support. Motorola Responsibilities • Provide the Customer with Motorola Technical Support engagement process and contact information. • Provide Technical Support with the contact information of Customer users who are authorized to engage Technical Support. • Ensure Deployment Checklist is complete. • Obtain Customer signature on the System Acceptance Certificate. • Provide Customer survey upon closure of the project. Customer Responsibilities • Within ten (10) business days of receiving the System Acceptance Certificate, provide signatory approval signifying project closure. • Provide Motorola with the contact information of users who are authorized to engage Motorola's Technical Support. Engage Technical Support as needed. Motorola Completion Criteria • Provide Customer with survey upon closure of the project. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 23 aM070ROLA SOLUTIONS QUOTE-3014423 ASSUMPTIONS This SOW is based on the following list of assumptions (if applicable): • Customer is aware of and abiding by their States' laws, mandates and requirements in relation to the Hotlist • Pole installations will be done on grassy/dirt/gravel areas or sites where excavation can easily be done with fstandard auger equipment. • Site conditions meet all applicable industry and legal standards (including standards promulgated by OSHA or other governmental or regulatory bodies) • Information provided and approved in the Presales DDR process was accurate Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 24 aM070ROLA SOLUTIONS QUOTE-3014423 LPR REMOTE MONITORING SERVICE STATEMENT OF WORK OVERVIEW The Remote Monitoring service provides Motorola Solutions' Network Operations Center ("NOC") with operational status of Customer's LPR cameras, enabling the NOC to provide proactive technical support response to defined alerts from the Customer's camera system. When an actionable event takes place, it becomes an incident. Centralized Managed Support Operations ("CMSO") technologists acknowledge and assess these incidents, and initiate a defined response. This Statement of Work ("SOW"), including all of its subsections and attachments, is an integral part of the applicable agreement and applicable addenda ("Agreement") between Motorola Solutions, Inc. ("Motorola Solutions") and the customer ("Customer"). All services provided under this SOW shall be governed by the terms of the Agreement. DESCRIPTION OF SERVICE This service is made up of two main components: 1. Upon initial purchase of this Service, Motorola Customer Representatives will onboard the Customer to receive service. 2. The alerts will be monitored and responded to by the NOC. Alerts will be generated based on the health status of the camera. These alerts may be tied to events like a camera losing power or not recording detections after a defined period of time. SCOPE Remote Monitoring service will provide a response to detected health status alerts. The NOC will begin the standard troubleshooting process on the system directly and initiate the appropriate next steps. MOTOROLA SOLUTIONS RESPONSIBILITIES • Verify connectivity and event monitoring prior to system acceptance or start date of the Service. • Once alerted, create an incident, as necessary. Gather information to perform the following: - Describe the event - Assign and track the incident to resolution (if applicable) • Electronically transmit the Incident ticket to the Customer. • Maintain communication as needed with the Customer in the field until incident resolution. • Upon request, provide updates on incident resolution to the Customer. • If the Customer would like to have an on -site technician dispatched, LPR Standard On -site Replacement is an optional solution available for purchase with associated fees. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 25 aM070ROLA SOLUTIONS QUOTE-3014423 LIMITATIONS AND EXCLUSIONS The following activities are outside the scope of the LPR Remote Monitoring service: • Motorola Solutions will not monitor alerts from any elements outside of the Customer's identified LPR solution, or monitor infrastructure provided by a third party, unless specifically agreed upon in writing. Monitored elements must be within the Motorola LPR Solution and capable of sending alerts to the monitoring platform. • Customer shall inform Motorola Solutions of any changes made to the Motorola Solutions System. Motorola Solutions is not responsible or liable for Services necessary due to such changes. Additional support charges above contracted service agreement fees may apply if Motorola Solutions determines that system faults were caused by the Customer or a third party making changes to the System without written approval from Motorola Solutions. • Monitoring of network transport, such as WAN ports, WAN Cloud and redundant paths, unless provided by supplemental service outside this standard scope. • On -site visits required to resolve technical issues that cannot be resolved by working remotely with the Customer's technical resource. • System installations, hardware upgrades and expansions. • Customer training. • Hardware repair and/or replacement. • Network security services. • Information Assurance. • Customer -provided or third -party equipment, services or software not provided by Motorola. CUSTOMER RESPONSIBILITIES • Provide internet connectivity for the camera(s) included in this service, unless otherwise provided as agreed upon by Motorola Solutions. • Purchase camera licenses for any cameras covered by this service. • Provide access to the camera as needed for troubleshooting efforts. • Provide continuous utility service to any Motorola Solutions supported equipment installed or used at the Customer's premises to support delivery of the service. The Customer agrees to take reasonable due care to secure the Motorola Solutions supported equipment from theft or damage while on the Customer's premises. • Prior to contract start date, provide Motorola Solutions with pre -defined information necessary to complete a Customer Support Plan (CSP), including: - Incident notification preferences and procedure - Repair verification preference and procedure - Database and escalation procedure forms • Submit timely changes in any information previously supplied to Motorola Solutions and included in the CSP. • Notify the CMSO when the Customer performs any activity that impacts the system. Activity that impacts the system may include, but is not limited to: installing software or hardware upgrades, performing upgrades to the network, renaming elements or devices within the network, moving (including install ing/reinstalling/deinstalling) cameras, and taking down part of the system to perform maintenance. All such changes must be communicated through the opening of a Change ("CRQ) ticket with the NOC. • Allow Motorola Solutions field service technician, if designated in the CSP, access to remove Motorola Solutions -owned monitoring equipment upon cancellation of service. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 26 aM070ROLA SOLUTIONS QUOTE-3014423 • Provide Motorola Solutions with all Customer -managed passwords required to access the Customer's system upon request, when opening a request for service support, or when needed to enable response to a technical issue. • Pay additional support charges above the contracted service agreements that may apply if it is determined that system faults were caused by the Customer or a third party making changes to the System without written approval from Motorola Solutions, or if Customer -provided network connectivity is not capable of supporting consistent heartbeat event transmission. Additional fees may be necessary to resolve an issue, based on the exclusions above. • Cooperate with Motorola Solutions and perform reasonable or necessary acts to enable Motorola Solutions to provide these services. RESPONSE TIMES In the event of an incident, a ticket is opened. Motorola Solutions will provide an initial response during normal business hours: 8:00 a.m. to 5:00 p.m, Monday through Friday; excluding statutory (Federal and State) holidays, and excluding Customer -specific holidays when a Customer representative would not be available to collaborate with the CMSO Service Desk. Motorola's response time will be based on Customer's local time zone. Upon ticket opening, the CMSO Service Desk and Technical Support will determine if a replacement camera and/or solar panel will be required to resolve the incident. Motorola will then notify Customer to request an advance replacement unit through their warranty coverage. If On -site Standard Replacement has been purchased and meets requirements, the Customer will then notify the Service Desk upon receipt of the replacement unit. Motorola will aim to have a Field Service Technician arrive on - site within 8 hours of confirmation that Customer has received the replacement unit. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 27 aM070ROLA SOLUTIONS QUOTE-3014423 LPR STANDARD ON -SITE REPLACEMENT STATEMENT OF WORK OVERVIEW Motorola Solutions' LPR Standard On -site Replacement service provides incident management for on -site technical service requests associated with hardware replacement provided under warranty or extended warranty. The service is delivered by Motorola's Centralized Managed Support Operations ("CMSO") in cooperation with a local service provider. This Statement of Work ("SOW"), including all of its subsections and attachments, is an integral part of the applicable master agreement and any applicable addenda ("Agreement") between Motorola Solutions, Inc. ("Motorola") and the customer ("Customer"). All services provided under this SOW shall be governed by the terms of the Agreement. LPR On -site Replacement Service may also be referred to herein as On -site Support. DESCRIPTION OF SERVICE The Motorola CMSO team will receive a request for support that may ultimately require replacement of the hardware under warranty. This replacement will then result in a request for on -site service. The dispatched field service technician will travel to the Customer's location to restore the system in accordance with Section 1.8: Response Times. Motorola will manage incidents as described in this SOW. The CMSO Service Desk will maintain contact with the field service technician until incident closure. GEOGRAPHIC AVAILABILITY LPR Standard On -site Replacement is available in the United States where certified Motorola servicers are present. Response times are based on the Customer's local time zone, availability of personnel and equipment, and site location. INCLUSIONS LPR Standard On -site Replacement Service is provided for Motorola -manufactured equipment, specifically the L6Q camera and associated solar panel, whose installed height is reachable using a maximum 14-foot A -frame ladder. In addition, the equipment must be covered by a warranty plan with advanced replacement as a prerequisite for the LPR Standard On -site Replacement Service. LIMITATIONS AND EXCLUSIONS The following items are excluded from this service: • All Motorola -manufactured equipment beyond the post -cancellation support period. • Any technical service requests related to equipment or hardware no longer under warranty, third -party equipment or software, including Broadband Services and related hardware. • Physically damaged equipment. • Accessories and consumable items including, but not limited to, batteries, connectors, cables, toner or ink cartridges, tower lighting, laptop computers, monitors, keyboards and mouse. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 28 aM070ROLA SOLUTIONS QUOTE-3014423 • Retrieval of video from malfunctioning LPR Cameras. • Construction related services and poles. • Procurement or use of a Bucket Truck or any specialized equipment for accessing or servicing equipment above 14-foot height. • Permitting (unless otherwise agreed upon by parties in writing), local licensing and coordination and costs associated with Public Safety. • State or City -specific specialty contractor licenses. • Procuring or coordinating traffic control where the service is to be performed. • Any electrical or utility work that may be found to be required to restore operation of the equipment. • RF infrastructure and backhaul components, including but not limited to, antennas, transmission lines, antenna dehydrators, microwave, line boosters, amplifiers (such as tower top amplifiers and bi-directional amplifiers), logging recorders, data talker wireless transmitters, short haul modems, combiners, multicouplers, duplexers, shelters, shelter HVAC, generators, UPS's and test equipment. • Racks, furniture and cabinets. • Tower and tower -mounted equipment • Non-standard configurations, customer -modified equipment, and certain third -party equipment, software or solutions. • Any services and replacements during unsafe conditions, including but not limited to Acts of God, Natural Disasters and unsafe weather and site conditions. MOTOROLA SOLUTIONS RESPONSIBILITIES • Receive service requests. • Dispatch a field service technician, as necessary and in accordance with Motorola standard procedures, and provide necessary incident information. • Provide the required personnel access to relevant Customer information, as needed. • Motorola Solutions field service technician will perform the following on -site: - If applicable, evaluate the customer's environment and equipment to determine the source of the issue. This may result in restoration of camera functionality without replacement. - If necessary, replace defective LPR Equipment, per the warranty or extended warranty coverage associated with the defective equipment. - Technician will be equipped with the tools and documentation needed to perform the work and will supply ancillary materials required to perform the service - Update the component with the latest Firmware and/or Software updates and confirm updates. • Close the incident upon receiving notification from the Customer or Motorola field service technician, indicating the incident is resolved. • Provide incident activity reports to the Customer, if requested. CUSTOMER RESPONSIBILITIES • Prior to start date, provide Motorola with the following pre -defined Customer information and preferences necessary: - Incident notification preferences and procedure - Repair verification preference and procedure - Database and escalation procedure forms • As part of service onboarding, establish a Maintenance User Account (username/login) that is to be provided to the responding on -site technician, to be utilized by the technician in effecting camera configuration as needed. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 29 aM070ROLA SOLUTIONS QUOTE-3014423 • Submit timely changes to any information, previously supplied to Motorola, which is needed for Motorola to perform the service. • Provide the following information when initiating a service request: - Serial number of Camera - Assigned System ID number - Problem description and site location - Other pertinent information requested by Motorola to open an incident Provide field service technician with prompt and safe access to equipment - Customer will ensure that (a) all Sites are safe and secure, (b) Site conditions meet all applicable industry and legal standards (including standards promulgated by OSHA or other governmental or regulatory bodies), (c) to the extent applicable, Sites have adequate physical space, air conditioning, and other environmental conditions, electrical power outlets, distribution, equipment, connections, and telephone or other communication lines (including modem access and interfacing networking capabilities), and (d) Sites are suitable for the installation, use and maintenance of the Products and Services. Customer is responsible for providing a security detail to facilitate a safe working environment, at Motorola's request, while a Motorola employee or servicer/subcontractor is conducting on -site demonstrations, installations or site walks. If Motorola or Customer identifies any deficiencies or non -conformities in the Site, Customer will promptly remediate such issues or the Parties will select a replacement Site. • Maintain and store software needed to restore the system in an easily accessible location. • Maintain and store proper system backups in an easily accessible location. • Cooperate with Motorola and perform reasonable or necessary acts to enable Motorola to provide these services. • Provide a primary onsite contact to be available, as needed, to the Motorola technician. • In the event that Motorola agrees in writing to provide supplemental LPR On -site Replacement Services to Customer -provided third -party elements, the Customer agrees to obtain and provide applicable third -party consents or licenses to enable Motorola to provide the service. All services provided by Motorola in this case are provided AS IS with no warranties or representations. Additionally, Motorola disclaims all liability for any claims related to supplemental services and third -party elements. • Customer responsible to complete the advanced replacement cycle and return camera. • Customer responsible for ensuring the solar panels and camera lenses are inspected and cleaned annually. 0*1a*]ki&I*II 1,1riI=K In the event of an incident, a ticket is opened. Motorola will provide an initial response during normal business hours: 8:00 a.m. to 5:00 p.m, Monday through Friday; excluding statutory (Federal and State) holidays, and excluding Customer -specific holidays when a Customer representative would not be available to collaborate with the CMSO Service Desk and onsite technician. Motorola's response time will be based on Customer's local time zone, availability of personnel and equipment and site location. Upon ticket opening, the CMSO Service Desk and Technical Support will determine if a replacement camera and/or solar panel will be required to resolve the incident. Motorola will then notify Customer to request an advance replacement unit through their warranty coverage. Customer will then notify the Service Desk upon receipt of the replacement unit. Motorola will aim to have a Field Service Technician arrive on -site within 8 hours of confirmation that Customer has received the replacement unit. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 30