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09/07/2021 13. Resolution authorizing a contract with Motorola to purchase dispatch radio consoles for primary and backup SunComm dispatch centers 1 s° `Y.-.A �a°++14-4111\l' a 0� • i rr 11 i � "i enc u nrry 1 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 13. For Meeting of: September 7, 2021 ITEM TITLE: Resolution authorizing a contract with Motorola to purchase dispatch radio consoles for primary and backup SunComm dispatch centers SUBMITTED BY: John Carney, IT Services Manager SUMMARY EXPLANATION: This is the next step of our radio replacement plan outlined to Council in February 2021. This step includes replacing SunComm radio consoles, hardware, and updating software for the City's primary and backup dispatch locations. This planned step needs to happen as the hardware and software for these consoles are currently at the end of life and as such, will not be supported by the manufacturer. This purchase allows the City to replace existing consoles at both locations. The cost to replace these radio consoles is $419,482. This total reflects a $150,000 discount Motorola has offered if the contract is signed and returned by September 17th, 2021. ITEM BUDGETED: STRATEGIC PRIORITY: APPROVED FOR SUBMITTAL BY THE CITY MANAGER RECOMMENDATION: Adopt Resolution ATTACHMENTS: Description Upload Date Type ❑ Resolution SunComm Consoles 9/2/2021 Resolution 0 Dispatch_Console_Refresh_Signed 9/2/2021 Contract 2 RESOLUTION NO. R-2021- A RESOLUTION authorizing a contract with Motorola to purchase replacement dispatch radio consoles for SunComm's primary and backup locations. WHEREAS, the existing equipment is outdated and the hardware and software are currently at the end of life, t ; and WHEREAS, per RCW 39.34.030 Inter-Governmental Cooperative Purchases, the City of Yakima is authorized to make purchases on other entities' contracts without going to bid; and WHEREAS, the City has an Interlocal Purchasing Agreement with Houston- Galveston Area Council ("H-GAC"); and WHEREAS Motorola and H-GAC entered into a contract dated July 25, 2018, and the terms of the enclosed Communications System and Services Agreement ("CSSA") operates as an End User Agreement under Article 2 of the H-GAC Contract Special Provisions; and WHEREAS, the City wishes to take advantage of the Interlocal Purchasing Agreement with H-GAC and purchase Motorola radio consoles, hardware and software for SunComm under the same terms and conditions as the July 25, 2018, agreement; and WHEREAS, the City Council finds that it is in the best interest of the City and its residents to enter into a contract with Motorola to purchase replacement dispatch radio consoles for SunComm; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized and directed to execute a contract with Motorola to upgrade the software and hardware equipment at the primary and secondary dispatch locations at a cost of$419,000 and purchase replacement dispatch radio consoles. The City Manager is further directed to execute all appropriate and necessary documents to complete the purchase and transaction. ADOPTED BY THE CITY COUNCIL this 7th day of September, 2021. Patricia Byers, Mayor ATTEST: Sonya Clear Tee, City Clerk 3 ® MOTOROLA SOLUTIONS SUNCOMM DISPATCH SYSTEM Updated PricingPageand CoverLetterAugust132021, Updated CSSA August 27, 2021 CONSOLE REFRESH The design,technical,pricing,and other information("Information")furnished with this submission is proprietary and/or trade secret information of Motorola Solutions,Inc.("Motorola Solutions")and is submitted with the restriction that it is to be used for evaluation purposes only.To the fullest extent allowed by applicable law,the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola Solutions. MOTOROLA,MOTO,MOTOROLA SOLUTIONS,and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.All other trademarks are the property of their respective owners.©2021 Motorola Solutions,Inc.All rights reserved. 4 © MOTOROLA SOLUTIONS Motorola Solutions, Inc. 500 W Monroe Street,Ste 4400 Chicago, IL 60661-3781 USA August 13, 2021 John Carney City of Yakima 129 North 2"St Yakima, WA 98901 RE: MCC7500 Radio System Console Proposal Dear Mr. Carney, Motorola Solutions Inc. is pleased to submit the attached proposal for the upgrade of the MCC7500 Radio System Console at the City of Yakima("City") SunComm Primary and Back-Up Dispatch Centers. This proposal is valid for 60 days from the date of this letter and is subject to the Houston- Galveston Area Council ("H-GAC") agreement entered into between Motorola and H- GAC dated July 25, 2018, and the terms of the enclosed Communications System and Services Agreement("CSSA")which operates as an End User Agreement under Article 2 of the H-GAC Contract Special Provisions. The City may accept this proposal by returning a signed copy of the CSSA. Thank you for the opportunity to provide a proposal for this solution. Should you require further clarification or have any questions regarding our proposal, please feel free to contact me at 360-409-3223 or by email at andrew.chyterbok@motorolasolutions.com. Motorola Solutions appreciates your interest in our company, products, and services. We look forward to continuing our relationship serving the City of Yakima. Sincerely, Motorola Solutions, Inc. Andrew Chyterbok Area Sales Manager 5 TABLE OF CONTENTS Section 1 System Description 1-1 1.1 Overview 1-1 1.2 Diagram 1-2 1.3 Components 1-3 1.3.1 Primary Dispatch Center Refresh 1-3 1.3.2 Backup Dispatch Center Refresh 1-3 1.3.3 MCC 7500E Dispatch Console 1-3 1.3.3.1 Customizable Dispatch Interface 1-3 1.3.3.2 Radio Transmission and Reception 1-4 1.3.3.3 Radio Patch Control 1-5 1.3.3.4 Dispatch Console Components 1-5 1.3.4 PRX 7000 Proxy Server 1-7 1.3.5 Network Components 1-7 1.3.6 System Dependencies 1-7 1.4 Equipment List 1-8 Section 2 Implementation Plan 2-1 2.1 Statement of Work 2-1 2.2 Overview 2-1 2.3 Assumptions 2-2 2.4 Contract 2-2 2.4.1 Contract Award (Milestone) 2-2 2.4.2 Project Kickoff 2-3 2.5 Contract Design Review 2-3 2.5.1 Review Contract Design 2-3 2.5.2 Design Approval (Milestone) 2-4 2.6 Order Processing 2-4 2.6.1 Process Equipment List 2-4 2.7 Manufacturing 2-5 2.7.1 Manufacture Motorola Fixed Network Equipment 2-5 2.7.2 Procure Non-Motorola Equipment 2-5 2.7.3 Equipment Shipment (Milestone) 2-5 2.7.4 Develop Templates 2-5 2.8 System Installation 2-6 2.8.1 Install Fixed Network Equipment 2-6 2.8.2 Fixed Network Equipment Installation Complete 2-6 2.8.3 Backup Dispatch Console Installation 2-6 2.8.4 Console Installation Complete 2-7 SunComm April 26,2021 Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Table of Contents i 6 2.8.5 System Installation Acceptance (Milestone) 2-7 2.9 System Optimization 2-7 2.9.1 Optimize System FNE 2-7 2.9.2 Link Verification 2-7 2.9.3 Completion Criteria 2-8 2.9.4 Optimization Complete 2-8 2.10 Audit and Acceptance Testing 2-8 2.10.1 Perform R56 Installation Audit 2-8 2.10.2 Perform Functional Testing 2-8 2.11 Finalize 2-9 2.11.1 Cutover 2-9 2.11.2 Resolve Punchlist 2-9 2.11.3 Transition to Service/Project Transition Certificate 2-9 2.11.4 Final Acceptance (Milestone) 2-10 2.12 Project Administration 2-10 2.12.1 Project Status Meetings 2-10 2.12.2 Progress Milestone Submittal 2-10 2.12.3 Change Order Process 2-10 Section 3 Project Schedule 3-1 Section 4 Acceptance Test Plan 4-1 4.1 Elite Console Features 4-1 4.1.1 Conventional Radio Resource 4-1 4.1.2 Intercom Operation (Console to Console) 4-2 4.2 Signoff Certificate 4-3 Section 5 Warranty Plan 5-1 5.1 Overview 5-1 5.2 Essential Plus Element Descriptions 5-1 5.2.1 Remote Technical Support 5-1 5.2.2 Network Hardware Repair 5-1 5.2.3 Security Update Service 5-1 5.2.4 On-site Infrastructure Response 5-2 5.2.5 Annual Preventive Maintenance 5-2 Section 6 Pricing Summary 6-1 Section 7 Contractual Documentation 7-1 SunComm April 26,2021 Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. '; Motorola Solutions Confidential Restricted Table of Contents ii 't4,� 7 SunComm April 26,2021 SECTION 1 SYSTEM DESCRIPTION 1.1 OVERVIEW Motorola Solutions, Inc. (Motorola) is pleased to propose a refresh of the SunComm 911 dispatch console system. SunComm operates a combination of MCC 7500 and Gold Elite Dispatch Consoles. Motorola will bring the MCC 7500 Dispatch Consoles up to the latest software versions, refresh back-end hardware, and replace the Gold Elite consoles with new MCC 7500E Dispatch Consoles. The proposed solution consists of the following components: • Five (5) MCC 7500E Dispatch Consoles - Three (3) fixed positions(workstations) - Two (2) portable postions(laptops) • One (1) PRX 7000 Proxy Server • One (1) Control Room Firewall • One (1) CEN LAN Switch • One (1) DMZ Firewall • Hardware refresh, including K-core LAN switches, MCC 7500 Dispatch Console PCs and Tech Global 19"Monitors. Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted System Description 1-1 8 SunComm April 26,2021 1 .2 DIAGRAM Primary Dispatch Center 1 1 0 GCP 8000 GCP 8000 Conventional Conventional Site Controller Site Controller / Site LAN Switches CEN PRX 7000 Control Room Switch Proxy Server Firewall 1 ' [213\\/ DMZ (7) MCC 7500 Firewall Dispatch Consoles IP Backh au I Backup Dispatch Center (2)MCC7500E (3) MCC7500E Dispatch Consoles Dispatch Consoles ORNI Laptops ORNI Workstations Preliminary drawing;final as-built may differ. Not all components and connections show. New components shown in blue. Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Description 1-2 9 SunComm April 26,2021 1.3 COMPONENTS 1.3.1 Primary Dispatch Center Refresh SunComm 911 operates MCC 7500 Dispatch Consoles, driven by an ASTRO K-Core, at its primary dispatch center. Motorola will update the software of the core and consoles to the latest operating version (currently A2021.1), and refresh any legacy hardware, including the LAN switches, dispatch PCs, and dispatch monitors. 1.3.2 Backup Dispatch Center Refresh SunComm 911 operates Gold Elite Dispatch Consoles at its backup dispatch center. Motorola will replace these consoles with the MCC 7500E Dispatch Console, a high-tier dispatch console and the next evolution in the MCC product line. The backup center MCC 7500E Dispatch Consoles will be installed in an Outside Radio Network Infrastructure (ORNI) configuration. To support this, a PRX 7000 Proxy Server will be installed at the primary dispatch center, as well as a control room firewall and DMZ firewall. The DMZ firewall will provide VPN connectivity into the Customer Enterprise Network (CEN) switch. This will allow secure communications between the MCC 7500E Dispatch Consoles and the K-Core. Three MCC 7500E Dispatch Consoles will be installed as permanent workstations. These will be very similar to the MCC 7500 Dispatch consoles in use today. Two MCC 7500E Dispatch Consoles will be installed as portable, grab-and-go dispatch positions. These laptop-based positions will allow SunComm 911 to conduct full-capability dispatch operations from any location with Internet Protocol (IP) connectivity back to the K- core. It is customer's responsibility to provide IP connectivity between the backup center consoles and the DMZ firewall at the primary dispatch center. This connectivity may be via the public internet, or on privately operated networks. 1.3.3 MCC 7500E Dispatch Console 1.3.3.1 Customizable Dispatch Interface The proposed console provides dispatchers with a graphical user interface (GUI) that can be customized by agency or by individual users to optimize user efficiency. Based on dispatcher preference, the proposed GUI can be customized to show details of trunked and conventional RF channels on a per-channel basis. Busy dispatchers can respond to a missed call by simply clicking on an entry in the Activity Log. The number of calls and call information displayed in the Activity Log is customizable to suit the needs of the user. The status of Auxiliary I/Os can be easily interpreted from the GUI with the use of familiar graphical icons, such as a door shown open or closed. Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-3 10 SunComm April 26,2021 Elite Dispatch Graphical User Interface The proposed Elite Dispatch GUI is an enhanced version of Motorola Solutions' Gold Elite Dispatch GUI. For existing Gold Elite users, the GUI allows a smooth transition and minimal training for dispatchers. For new users, the graphical icons and customization options make the proposed console GUI easy to learn and operate. 1.3.3.2 Radio Transmission and Reception A typical proposed dispatch position has a headset and two speakers. One speaker is for selected audio and the second speaker is for all remaining unselected audio. Additional speakers can be added to a console allowing dispatchers to configure a specific speaker for a set of designated audio sources. This simplifies multitasking between multiple audio sources and allows flexibility in the way the audio is presented to the dispatcher. Receiving Calls from the Field and Other Dispatchers The proposed console provides dispatchers with greater flexibility for how to hear calls from field radio users and other dispatchers. Each dispatcher can define his or her own audio reception profile by selecting a single audio source, whether conventional or talkgroup, to be heard on a selected speaker or headset (Single Select). The dispatcher can also define groups of radio resources that can all be heard on a selected speaker or headset (Multi- Select). Initiating Calls to the Field and Other Dispatchers The dispatcher has several different ways of initiating a call. In most circumstances, a General Transmit is appropriate. With the General Transmit, the dispatcher selects a resource on the console and activates the transmission through a footswitch, headset transmit button, or a microphone transmit button. If the dispatcher needs to quickly transmit on a resource that is not selected, the dispatcher uses the Instant Transmit function. An Instant Transmit safety switch prevents accidental activation of functions that may cause negative consequences. The safety switch can be used with Aux I/Os and preprogrammed pages, as well as Instant Transmit switches. Audio Communication to the Field and Other Dispatchers The dispatcher can transmit audio in different ways. They can make calls to all users listening to a specific conventional radio resource or a specific trunking talkgroup. When multiple resources are required, the dispatcher can select additional talkgroups and/or conventional channels, as needed using the Multi-Select feature. The proposed console also enables dispatchers to make private calls to individual field radio users or dispatchers. Once a private call is established, it can be patched in with another resource at the dispatcher's discretion. Controlling Console Audio The proposed console offers dispatchers several different ways of controlling or muting the audio on their consoles, such as the following: • Audio volume can be changed for any specific resource. • All non-selected resources on the console can be muted for 30 seconds (All Mute) or unmuted, if already muted. Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted System Description 1-4 11 SunComm April 26,2021 • A dispatcher can transmit on a resource while receiving audio from the same resource or other resources. • A dispatch position can be configured to automatically mute the other dispatch audio on a shared resource to prevent acoustic feedback when a co-located dispatch position transmits. • RF Cross Mute automatically mutes the receive audio from a specified channel when the dispatcher transmits on another specified channel to prevent acoustic feedback. Controlling Network Audio Dispatchers can control audio on the ASTRO 25 network. The dispatcher can enable or disable radio users to compartmentalize traffic, reduce interruptions, and maintain communications between dispatch and the field. When this function is enabled or disabled, all dispatch consoles with this resource assigned are updated with the current status of the feature. This feature can be controlled from any dispatch position. 1.3.3.3 Radio Patch Control The dispatcher can patch communication between trunked and/or conventional radios that are normally unable to communicate with each other due to different features,programming, or even different frequency bands. A patch group is a group of linked resources that can both receive messages from a console and transmit to all other members of the patch group. Setting up a Standard Patch Patches are supported between trunked resources and/or conventional resources. After the patch is created, the dispatch position transmits all audio on one resource to all other resources in the patch group. In a patch between trunked resources, patched radio users with displays see the ID or alias of the other patched radio(s), as opposed to that of the console. This minimizes confusion and the need for the dispatcher to intervene in the call. Patches are automatically reestablished, if interrupted, so the dispatcher can concentrate on continuing operations. Predefined Patches Patches can be predefined and automatically reinitiated each time a dispatch position computer is restarted (Patch Auto-Start). 1.3.3.4 Dispatch Console Components The dispatch position supports commercially available accessories, including a USB microphone, USB headset, and USB footswitch, as shown in the figure titled "MCC 7504E Dispatch Position." The following list describes the components included in the proposed configuration. Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-5 12 SunComm April 26,2021 THE MCC 7500E DISPATCH CONSOLE Local Logging Recorder Instant Recall Recorder Computer Personal D Display Desktop External Paging Encoder Headset Computer p I p Speaker Speaker External Telephone System Desktop Microphone Footswitch Audio Interface — Module Figure 1-1: MCC 7500E Dispatch Position supports multiple accessories. Audio Interface Module (AIM) The USB Audio Interface Module (AIM) acts as an interface between analog devices and the dispatch position and as a general purpose input/output module. The USB AIM supports audio routing between the dispatcher and Motorola Solutions standard peripherals. The USB AIM connects to the MCC 7500E dispatch position with a USB cable. Personal Computer (PC) The personal computer included with the dispatch position is Windows-based and certified by Motorola Solutions. Computer Display The dispatch position will use a 19" Tech Global Computer Display. Enhanced Integrated Instant Recall Recorder(IRR) The Enhanced IRR is seamlessly integrated with the dispatch position's software, allowing audio and call data from any radio or telephony resource to be recorded and easily played back. Call data includes PTT IDs, name of resource, start time and date, and stop time and date. Two analog inputs are available for use with recording audio from external devices. Desktop Speakers Four (4) audio speakers have been included with each dispatch position and can be configured to transmit audio from a specific talkgroup or set of talkgroups. Each speaker is a self-contained unit, with individual volume controls, and can be placed on a desktop or mounted on a rack or computer display. Headset Jack The dispatch position supports up to two headset jacks, both push-to-talk (PTT) and non- PTT-enabled, for simultaneous use by the dispatcher and a supervisor. The headset jack contains two volume controls for the separate adjustment of received radio and telephone audio. Headset The proposed headset consists of two elements. The headset base includes an audio amplifier, a Push-to-Talk switch, and a long cord that connects to the dispatch position. The headset top consists of the earpiece and microphone as well as a short cable that connects to the headset base. Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-6 13 SunComm April 26,2021 Gooseneck Microphone The microphone controls the dispatch position's general transmit and monitor features through two buttons on its base. The microphone can be fastened down or left loose. It can be used alone or in conjunction with a headset. Footswitch Each dispatch position includes a dual pedal footswitch that controls general transmit and monitor functions. Telephone Headset Interface Port The telephone/headset port provides a connection for an external telephone to the dispatch position. This allows the operator to use a single headset to communicate on both the radio system and a telephone system. Redundant Ethernet Connection The optional redundant Ethernet connections increase MCC 7500E console availability by protecting against the loss of multiple dispatch positions. In the event of a LAN switch failure, the system will automatically detect and switchover with no manual intervention required. Dispatching operations will not be interrupted. 1.3.4 PRX 7000 Proxy Server The PRX 7000 Console Proxy Server acts as a relay point for dispatch consoles outside the Radio Network Infrastructure (RNI). The console proxy converts multicast packets into unicast packets for routing outside the RNI. 1.3.5 Network Components Outside RNI (ORNI) Dispatch Consoles operate on the Customer Enterprise Network (CEN). The Control Room Firewall provides a connection between the CEN and the RNI. In order to provide remote dispatching capability, users must establish a connection back to the CEN. The DMZ Firewall provides IP connectivity to external networks, including the public internet. Users will connect to the CEN over a Virtual Private Network (VPN) that terminates at the DMZ firewall. This allows for secure remote connectivity whether dispatchers are operating from the Backup Dispatch Center or in the field. 1.3.6 System Dependencies In addition to an IP connection, ORNI consoles also require a PRX 7000 Proxy Server, a GCP 8000 Conventional Site Controller and at least one operating MCC dispatch console inside the RNI (a "link op"). This means that the primary dispatch center must remain operational in order for the backup center dispatch consoles to work. This configuration provides overflow dispatching capability and PSAP redundancy in caseof events requiring personnel evacuation (such as a bomb threat or infectious disease outbreak). It does not provide "smoking crater" redundancy in event of a complete loss of the primary dispatch center. Motorola recommends, at a minimum, installation of backup consolettes at the backup dispatch center as a future project. Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted System Description 1-7 14 SunComm April 26,2021 1A EQUIPMENT LIST QTY Nomenclature Description 1 B1949 MCC 7500E SOFTWARE DVD 1 B1948 MCC 7500E DISPATCH POSITION LICENSE 10 UA00250AA ADD: 30 RADIO RESOURCES LICENSE 5 UA00655AA ADD: ADVANCED CONVENTIONAL OPERATIO 5 UA00653AA ADD: BASIC CONSOLE OPERATION 5 UA00661AA ADD: ENHANCED IRR 3 B1941 USB AUDIO INTERFACE MODULE 6 B1913 MCC SERIES HEADSET JACK 3 TT3903A Z2 G5 MINI WORKSTATION NON RETURNAB 3 DSST7300U3M STARTECH 7 PORT USB 3.0 HUB 3 DSY7B61AA HP Z2 MINI ARM WALL VESA MOUNT 12 B1952 SPEAKER, DESKTOP, USB 12 CA03406AA ADD: AC LINE CORD, NORTH AMERICA 12 CA03405AA ADD: POWER SUPPLY WITH DC CORD 12 CA03413AA ADD: USB CABLE, TYPE A TO TYPE C, 4 3 B1914 MCC SERIES DESKTOP GOOSENECK MICROP 6 RLN6099A HDST MODULE BASE W/PTT, 25 FT CBL 6 RMN5151A OVER-THE-HEAD, BINAURAL, NOISE-CANC 3 DSTWIN6328A PROVIDES ONE DUAL PEDAL FOOTSWITCH 3 DSTG191B TECH GLOBAL EVOLUTION SERIES 19INCH 3 T7885 MCAFEE WINDOWS AV CLIENT 3 T7449 WINDOWS SUPPLEMENTAL TRANS CONFIG 3 DSRMP615A SPD, TYPE 3, 120V RACK MOUNT, 15A P 2 TT3904A ZBOOK 15 G7 NON RETURNABLE 2 T7885 MCAFEE WINDOWS AV CLIENT 2 T7449 WINDOWS SUPPLEMENTAL TRANS CONFIG 2 DSRMP615A SPD, TYPE 3, 120V RACK MOUNT, 15A P 2 DSST7300U3M STARTECH 7 PORT USB 3.0 HUB 2 B1951 MICROPHONE, DESKTOP, USB 8 B1952 SPEAKER, DESKTOP, USB 8 CA03406AA ADD: AC LINE CORD, NORTH AMERICA 8 CA03405AA ADD: POWER SUPPLY WITH DC CORD 8 CA03413AA ADD: USB CABLE, TYPE A TO TYPE C, 4 4 DDN2825 (MANUAL ITEM) USB HEADSET BASE WITH 2 DDN1396 USB DUAL ACTION FOOTSWITCH W/INPUT 2 RMN5151A OVER-THE-HEAD, BINAURAL, NOISE-CANC 1 B1948 MCC 7500E DISPATCH POSITION LICENSE Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. 42 Motorola Solutions Confidential Restricted System Description 1-8 15 SunComm April 26,2021 1 UA00254AA ADD: PRX 7000 PROXY SW LICENSE (1-1 1 BVN6079 PRX 7000 Proxy Application SW DVD 1 TT3903A Z2 G5 MINI WORKSTATION NON RETURNAB 1 T7885 MCAFEE WINDOWS AV CLIENT 1 T7449 WINDOWS SUPPLEMENTAL TRANS CONFIG 1 DSRMP615A SPD, TYPE 3, 120V RACK MOUNT, 15A P 1 DDN9748 19 INCH BLACK SHELF 1 DSF2B56AA USB EXTERNAL DVD DRIVE 1 T8586 FORTINET FIREWALL APPLIANCE 1 T8128 FORTINET FIREWALL RECOVERY MEDIA 1 T8639 JUNIPER FIREWALL APPLIANCE 1 T8669 CONTROL ROOM FIREWALL OS 3 CLN1868 2930F 24-PORT SWITCH 2 T8493 EDGE & HUB ROUTER & FIREWALL- AC 2 CA03445AA ADD: MISSION CRITICAL HARDENING 2 CA03448AA ADD: STATEFUL FIREWALL 1 DDN1933 PURCHASED SOFTWARE,FORTITOKEN PACK 1 TRN7343 SEVEN AND A HALF FOOT RACK 1 DSTSJADP RACK MOUNT GROUND BAR, 19 IN FOR TS 6 DS1101990 SPD, SHIELDED RJ-45 JACK, SINGLE LI 7 DSTG191B TECH GLOBAL EVOLUTION SERIES 19INCH 1 TT3903A Z2 G5 MINI WORKSTATION NON RETURNAB 1 T7885 MCAFEE WINDOWS AV CLIENT 1 T7449 WINDOWS SUPPLEMENTAL TRANS CONFIG 1 DSRMP615A SPD, TYPE 3, 120V RACK MOUNT, 15A P 1 CLN1868 2930F 24-PORT SWITCH 1 B1952 SPEAKER, DESKTOP, USB 1 CA03406AA ADD: AC LINE CORD, NORTH AMERICA 1 CA03405AA ADD: POWER SUPPLY WITH DC CORD 1 CA03413AA ADD: USB CABLE, TYPE A TO TYPE C, 4 1 DDN2825 (MANUAL ITEM) USB HEADSET BASE WITH 1 DDN1396 USB DUAL ACTION FOOTSWITCH W/INPUT 1 RMN5151A OVER-THE-HEAD, BINAURAL, NOISE-CANC 1 B1949 MCC 7500E SOFTWARE DVD Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted System Description 1-9 16 SunComm April 26,2021 SECTION 2 IMPLEMENTATION PLAN 2.1 STATEMENT OF WORK 2.2 OVERVIEW This Statement of Work (SOW) describes the deliverables to be furnished to SunComm. The tasks described herein will be performed by Motorola, its subcontractors, and SunComm to implement the solution described in the System Description. It describes the actual work involved in installation, identifies the installation standards to be followed, and clarifies the responsibilities for both Motorola and SunComm during the project implementation. Specifically, this SOW provides: • A summary of the phases and tasks to be completed within the project lifecycle. • A list of the deliverables associated with the project. • A description of the responsibilities for both Motorola andSunComm. • The qualifications and assumptions taken into consideration during the development of this project. This SOW provides the most current understanding of the work required by both parties to ensure a successful project implementation. It is understood that this SOW is a working document, and that it will be revised as needed to incorporate any changes associated with contract negotiations, Contract Design Review (CDR), and any other change orders that may occur during the execution of the project. • Upgrade of the existing K-Core and Main Dispatch Center to the latest version of ASTRO 25 System at contract signing • Backup Dispatch Center with 5 MCC7500E DispatchConsoles - 3 fixed positions(workstations) - 2 Portable positions(laptops) • One (1) PRX 7000 Proxy Server • One (1) Control Room Firewall • One (1) CEN LAN Switch • One (1) DMZ Firewall • Hardware refresh, including K-core LAN switches and Tech Global 19"Monitors Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Implementation Plan 2-1 17 SunComm April 26,2021 2.3 ASSUMPTIONS Motorola has based the system design on information provided by SunComm and an analysis of their system requirements. All assumptions have been listed below for review. Should Motorola's assumptions be deemed incorrect or not agreeable to SunComm, a revised proposal with the necessary changes and adjusted costs may be required. Changes to the equipment or scope of the project after contract may require a change order • All work is to be performed during normal work hours, Monday through Friday 8:00a.m. to 5:00 p.m. • SunComm will provide the IP backhaul between the DMZ firewall and the ORNI dispatch consoles. This may consist of either a customer-owned network, such as IP-capable microwave backhaul, the public internet, or both. • No contact closure or contact monitoring (aux I/O) will be provided at the backup dispatch center. • SunComm will provide Uninterruptible Power Supplies (UPSs) and surge protection for all equipment. • SunComm will provide a Keyboard-Video-Mouse (KVM) port for the PRX 7000Proxy Server. • Sufficient rack space, electrical power, and grounding are available for new equipment. • No over-the-air (P25) encryption is required orprovided. • No integrated telephony is required on the backupconsoles. • Motorola's upgrade team will make a final decision regarding which primary dispatch site components will be refreshed. Components still supported and operating, such as the MCC 7500 Dispatch Console Voice Processor Modules (VPMs) and GCP 8000 Conventional Site Controllers, may receive a board level refresh or may not receive a hardware refresh. • All facilities meet R56 "Standards and Guidelines for Communications Sites" requirements. Any upgrades needed to meet R56 requirements are SunComm's responsibility. • Operation of backup dispatch center ORNI consoles depends on operation of the K-Core and consoles at the primary dispatch center. Required operating components include one (1) GCP 8000 Conventional Site Controller, one (1) PRX 7000 Proxy Server, and one (1) MCC 7500 Dispatch Console serving as LinkOp. • Logging solution is not part of this proposal. 2.4 CONTRACT 2.4.1 Contract Award (Milestone) • SunComm and Motorola execute the contract and both parties receive all the necessary documentation. Motorola Responsibilities: • Assign a Project Manager, as the single point of contact with authority to make project decisions. • Assign resources necessary for projectimplementation. • Set up the project in the Motorola information system. • Schedule the project kickoff meeting with SunComm. Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Implementation Plan 2-2 18 SunComm April 26,2021 Customer Responsibilities: • Assign a Project Manager, as the single point of contact responsible for the SunComm- signed approvals. • Assign other resources necessary to ensure completion of project tasks forwhich SunComm is responsible. Completion Criteria: • Motorola internal processes are set up for project management. • Both Motorola and SunComm assign all required resources. • Project kickoff meeting is scheduled. 2.4.2 Project Kickoff Motorola Responsibilities: • Conduct a project kickoff meeting during the CDR phase of the project. • Ensure key project team participants attend the meeting. • Introduce all project participants attending the meeting. • Review the roles of the project participants to identify communication flows and decision- making authority between project participants. • Review the overall project scope and objectives withSunComm. • Review the resource and scheduling requirements withSunComm. • Review the Project Schedule with SunComm to address upcoming milestones and/or events. • Review the teams' interactions (Motorola and SunComm), meetings, reports,milestone acceptance, and the SunComm's participation in particularphases. Customer Responsibilities: • SunComm's key project team participants attend the meeting. • Review Motorola and SunComm responsibilities. Completion Criteria: • Project kickoff meeting completed. • Meeting notes identify the next action items. 2.5 CONTRACT DESIGN REVIEW 2.5.1 Review Contract Design Motorola Responsibilities: • Meet with SunComm project team. • Review the operational requirements and the impact of those requirements on various equipment configurations. • Establish a defined baseline for the system design and identify any special product requirements and their impact on system implementation. • Review the System Design, Statement of Work, Project Schedule, and Acceptance Test Plans, and update the contract documents accordingly. • Schedule the K-Core and Main Dispatch Center equipmentupgrade. Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Implementation Plan 2-3 19 SunComm April 26,2021 • Develop a mutually agreed to Cutover Plan and methods to document a detailed procedure. • Submit design documents to SunComm for approval. These documents form the basis of the system, which Motorola will manufacture, assemble, stage, and install. • Provide minimum acceptable performance specifications for microwave, fiber, orcopper links. • Establish demarcation point (supplied by the Motorola system engineer) to define the connection point between the Motorola-supplied equipment and the SunComm-supplied link(s) and external interfaces. • Audit the equipment room to make sure it meets the R56 Installation standards.Prepare Site Evaluation Report that summarizes findings of site evaluations. Any site improvements needed will be SunComm's responsibility. Customer Responsibilities: • SunComm's key project team participants attend the meeting. • Make timely decisions, according to the ProjectSchedule. Completion Criteria: • Complete Design Documentation, which may include updated System Description, Equipment List, system drawings, or other documents applicable to the project. • Incorporate any deviations from the proposed system into the contract documents accordingly. • The system design is "frozen" in preparation for subsequent project phases such as Order Processing and Manufacturing. • A Change Order is executed in accordance with all material changes resulting from the Design Review to the contract. 2.5.2 Design Approval (Milestone) • SunComm executes a Design Approval milestone document. 2.6 ORDER PROCESSING 2.6.1 Process Equipment List Motorola Responsibilities: • Validate Equipment List by checking for valid model numbers, versions,compatible options to main equipment, and delivery data. • Enter order into Motorola's Customer Order Fulfillment (COF)system. • Create Ship Views, to confirm with the Customer the secure storage location(s) to which the equipment will ship. Ship Views are the mailing labels that carry complete equipment shipping information, which direct the timing, method of shipment, and ship path for ultimate destination receipt. • Create equipment orders. • Reconcile the equipment list(s) to the Contract. • Procure third-party equipment if applicable. Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Implementation Plan 2-4 20 SunComm April 26,2021 Customer Responsibilities: • Approve shipping location(s). Completion Criteria: • Verify that the Equipment List contains the correct model numbers, version, options, and delivery data. • Bridge the equipment order to the manufacturingfacility. 2.7 MANUFACTURING 2.7.1 Manufacture Motorola Fixed Network Equipment Motorola Responsibilities: • Manufacture the Fixed Network Equipment (FNE) necessary for the system based on equipment order. Customer Responsibilities: • None. Completion Criteria: • FNE shipped to the field for installation. 2.7.2 Procure Non-Motorola Equipment Motorola Responsibilities: • Procure non-Motorola equipment necessary for the system based on equipment order. Customer Responsibilities: • None. Completion Criteria: • Ship non-Motorola manufactured equipment to the field for installation. 2.7.3 Equipment Shipment(Milestone) • All equipment shipped to the field. 2.7.4 Develop Templates Motorola Responsibilities: • Existing Console templates will be revised and used for programming of the 5 backup dispatch console positions. Customer Responsibilities: • Provide the existing console templates. • Approve templates. Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Implementation Plan 2-5 21 SunComm April 26,2021 Completion Criteria: • Templates completed and approved by SunComm. 2.8 SYSTEM INSTALLATION 2.8.1 Install Fixed Network Equipment Motorola Responsibilities: • Motorola will be responsible for the installation of all fixed equipment contained in the equipment list and outlined in the System Description based upon the agreed to floor plans, at the sites where the physical facility improvement is complete and the site is ready for installation. All equipment will be properly secured to the floor and installed in a neat and professional manner, employing a standard of workmanship consistent with its own R-56 installation standards and in compliance with applicable National Electrical Code (NEC), EIA, Federal Aviation Administration (FAA), and FCC standards. • For installation of the fixed equipment at the various sites, Motorola will furnish all cables for power, audio, control, and radio transmission to connect the Motorola supplied equipment to the power panels or receptacles and the audio/control line connection point. • During field installation of the equipment, any required changes to the installation will be noted and assembled with the final 'as-built' documentation of the system. • Receive and inventory all equipment. • Bond the supplied equipment to the site ground system in accordance with Motorola's R56 standards. • Upgrade Operations will upgrade the K-Core and Main Dispatch Center's equipment. • Removal, relocation and disposal of the existingequipment. Customer Responsibilities: • Provide secure storage for the Motorola-provided equipment. Motorola coordinates the receipt of the equipment with SunComm's designated contact, and inventory all equipment. • Provide access to the sites, as necessary. Completion Criteria: • Fixed Network Equipment installation completed and ready for optimization. 2.8.2 Fixed Network Equipment Installation Complete • All fixed network equipment installed and accepted bySunComm. 2.8.3 Backup Dispatch Console Installation Motorola Responsibilities: • Install the console in the space provided bySunComm. • Connect the SunComm-supplied, previously-identified circuits into the console, to a demarcation point located within 25 feet of the console interface. Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Implementation Plan 2-6 22 SunComm April 26,2021 • Connect the appropriate equipment to the SunComm-supplied ground system in accordance with Motorola's R56 Site Installation standards. • Perform the console programming, based on the existing console templates. • For consoles not located at the master site, additional network link resources will be required, as identified in the network diagram provided by Motorola. Customer Responsibilities: • Provide demarcation point located within 25 feet of the console interface. Completion Criteria: • Backup Console installation is complete. 2.8.4 Console Installation Complete • Console installation completed and accepted bySunComm. 2.8.5 System Installation Acceptance (Milestone) • All equipment installations are completed and accepted bySunComm. 2.9 SYSTEM OPTIMIZATION 2.9.1 Optimize System FNE Motorola Responsibilities: • Motorola and its subcontractors optimize eachsubsystem. • Verify that all equipment is operating properly and that all electrical and signal levels are set accurately. • Verify that all audio and data levels are at factory settings. • Verify communication interfaces between devices for properoperation. • Test features and functionality are in accordance with manufacturers' specifications and that they comply with the final configuration established during the CDR. • Set up the consoles on the radio system to perform the dispatching operation. Customer Responsibilities: • Provide access/escort to the sites. • Provide required radio ID and alias information to enable alias database setup for interface to console. Completion Criteria: • System FNE optimization is complete. 2.9.2 Link Verification Motorola Responsibilities: • Perform test to verify site link performance, prior to the interconnection of the Motorola- supplied equipment to the link equipment. Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Implementation Plan 2-7 23 SunComm April 26,2021 Customer Responsibilities: • Make available the required links which meet the specifications supplied by Motorola at the CDR. 2.9.3 Completion Criteria: • Link verification successfully completed. 2.9.4 Optimization Complete • System optimization is completed. Motorola and SunComm agree that the equipment is ready for acceptance testing. 2.10 AUDIT AND ACCEPTANCE TESTING 2.10.1 Perform R56 Installation Audit Motorola Responsibilities: • Perform R56 site-installation quality audits, verifying proper physical installation and operational configurations. • Create site evaluation report to verify site meets or exceeds requirements, as defined in Motorola's Standards and Guidelines for Communication Sites(R56). Customer Responsibilities: • Provide access/escort to the sites. • Witness tests. Completion Criteria: • All R56 audits completed successfully. 2.10.2 Perform Functional Testing Motorola Responsibilities: • Verify the operational functionality and features of the individual subsystems andthe system supplied by Motorola, as contracted. • If any major task as contractually described fails, repeat that particular task after Motorola determines that corrective action has beentaken. • Document all issues that arise during the acceptancetests. • Document the results of the acceptance tests and present to SunComm for review. • Resolve any minor task failures before Final System Acceptance. Customer Responsibilities: • Witness the functional testing. Completion Criteria: • Successful completion of the functional testing. • SunComm approval of the functionaltesting. Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Implementation Plan 2-8 24 SunComm April 26,2021 2.11 FINALIZE 2.11.1 Cutover Motorola Responsibilities: • Motorola and SunComm develop (finalize...if a preliminary one has been developed during the proposal) a mutually agreed upon cutover plan based upon discussions held during the CDR. • During cutover, follow the written plan and implement the defined contingencies,as required. • Conduct cutover meeting(s) with user group representatives to address both how to mitigate technical and communication problem impact to the users during cutoverand during the general operation of the system. Customer Responsibilities: • Attend cutover meetings and approve the cutover plan. • Notify the user group(s) affected by the cutover (date andtime). • Conduct a roll call of all users working during the cutover, in an organized and methodical manner. Completion Criteria: • Successful upgrade of the existing system and operation of the backup dispatch console system. 2.11.2 Resolve Punchlist Motorola Responsibilities: • Work with SunComm to resolve punchlist items, documented during the Acceptance Testing phase, in order to meet all the criteria for final system acceptance. Customer Responsibilities: • Assist Motorola with resolution of identified punchlist items by providing support, such as access to the sites, equipment and system, and approval of the resolved punchlist item(s). Completion Criteria: • All punchlist items resolved and approved bySunComm. 2.11.3 Transition to Service/Project Transition Certificate Motorola Responsibilities: • Review the items necessary for transitioning the project to warranty support and service. • Provide a Customer Support Plan detailing the warranty and post-warranty support, if applicable, associated with the Contractequipment. Customer Responsibilities: • Participate in the Transition Service/Project Transition Certificate (PTC)process. Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Implementation Plan 2-9 25 SunComm April 26,2021 Completion Criteria: • All service information has been delivered and approved bySunComm. 2.11.4 Final Acceptance (Milestone) • All deliverables completed, as contractuallyrequired. • Final System Acceptance received from SunComm. 2.12 PROJECT ADMINISTRATION 2.12.1 Project Status Meetings Motorola Responsibilities: • Motorola Project Manager, or designee, will attend all project status meetings with SunComm, as frequently as determined during the CDR. • Record the meeting minutes and supply the report. • The agenda will include the following: - Overall project status compared to the ProjectSchedule. - Product or service related issues that may affect the ProjectSchedule. - Status of the action items and the responsibilities associated with them,in accordance with the Project Schedule. - Any miscellaneous concerns of either SunComm orMotorola. Customer Responsibilities: • Attend meetings. • Respond to issues in a timely manner. Completion Criteria: • Completion of the meetings and submission of meeting minutes. 2.12.2 Progress Milestone Submittal Motorola Responsibilities: • Submit progress (non-payment) milestone completion certificate/documentation. Customer Responsibilities: • Approve milestone, which will signify confirmation of completion of the work associated with the scheduled task. Completion Criteria: • SunComm approval of the Milestone Completiondocument(s). 2.12.3 Change Order Process • Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost, change in system configuration or adds time to the project's timeline required to perform this Agreement, Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Implementation Plan 2-10 26 SunComm April 26,2021 the Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. Example - Change Order Form E I Microsoft Office Word 97- 2003 Docu Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Implementation Plan 2-11 27 SunComm April 26,2021 SECTION 3 PROJECT SCHEDULE A preliminary system upgrade schedule is attached in the following page. Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Project Schedule 3-1 ID Task Name Duration Start Finish Qtr 3,2021 Qtr 4,2021 I Qtr 1,2022 Qtr 2,2022 1 Suncomm System Upgrade&Backup Dispatch System 168 d Mon 8/2121 Wed 3/30/22 h I 2 Project Initiation 16 d Mon 8/2121 Mon 8/23/21 10 3 Award(Project Set Up) 7 d Mon 8/2/21 Tue 8/10/21 4 Post Sale Transition Meeting Completed 2 d Wed 8/11/21 Thu 8/12/21 mit 5 Internal Project Plan/Design Review 4 d Wed 8/11/21 Mon 8/16/21 _ 6 Customer Kick Off 5 d Tue 8/17/21 Mon 8/23/21 7 Project Planning 28 d Tue 8/31/21 Fri 10/8/21 J 8 Customer Design Review(CDR) 8 d Tue 8/31/21 Fri 9/10/21 - 1..1 9 Customer Contract/Design Review 8 d Tue 8/31/21 Fri 9/10/21 - 10 Contract Change Order Process 10 d Mon 9/13/21 Fri 9/24/21 - 11 Update Project Plans(Post CDR) 10 d Mon 9/27/21 Fri 10/8/21 - 12 Project Execution 96 d Mon 10/11/21 Fri2/25/22 - ill 4 13 Make Order and SI Procurement 8 d Mon 10/11/21Wed 10/20/21 14 System Installation 50 d Thu 11/11/21 Tue 1125/22 iii- 1 4 15 Receive and Inventory Equipment 5 d Thu 11/11/21 Wed 11/17/21 iista, 16 Master Site and Main Console System Upgrade 15 d Thu 11/18/21 Fri 12/10/21 - lamsm, 17 Backup Dispatch Console Installation 15 d Thu 12/16/21 Thu 1/6/22 - 18 Backup Dispatch Console System programming 9 d Wed 1/12/22 Tue 1/25/22 - 19 System Optimization 9 d Wed 1/26/22 Mon 2/7/22 - • 20 System Acceptance Test 5 d Tue 2/15/22 Mon 2/21/22- 21 System Readiness Review 3 d Tue 2/22/22 Thu 2/24/22 - w 22 System Cutover 1 d Fri 2/25/22 Fri 2/25/22 - v.A. 5 23 Beneficial Use System Acceptance 0 d Fri 2/25/22 Fri 2/25/22 NI 24 Project Close 23 d Mon 2128/22 Wed 3/30/22 25 Finalize System Documentation 12 d Mon 3/14/22 Tue 3/29/22 - ,_ 26 Punchlist Resolution 6 d Mon 2/28/22 Mon 3/7/22 - 3/29 27 Final Acceptance 0 d Tue 3/29/22 Tue 3/29/22 [8 Complete Service Transition Meeting 1 a Wea 3130/22 Wea 3/30/22 Page 1 29 SunComm April 26,2021 SECTION 4 ACCEPTANCE TEST PLAN 4.1 ELITE CONSOLE 2. TEST FEATURES Step 1. Select a conventional Radio Resource by moving the cursor over the Radio Resource's name and selecting. W Step 2. Using CONSOLE-1, initiate a call using the 4.1.1 Conventional Radio PTT Button on the newly selected Radio Resource, in clear mode. Resource _ Step 3. Verify that console's outbound audio can be monitored by RADIO-1. 1. DESCRIPTION Step 4. Respond to the console outbound transmission from RADIO-1. Verify that RADIO-1's audio can be monitored at the A Radio Resource is selected on Elite Dispatch console Select speaker. consoles by placing the cursor over the Radio Resource (Channel Control Window) area and Step 5. Depress any of the other available Radio selecting. The Radio Resource area is the region Resources to"deselect"the present Radio where the name of the Radio Resource is located Resource. (Top alphanumeric line of the Radio Resource). When selected, the back-ground of the Radio Step 6. Respond to the console outbound Resource will turn white with a green border. The transmission from RADIO-1. Verify that border of this line will also be green when the RADIO-1's audio can be monitored at the channel is involved in a multi-select operation. unselect speaker. Choosing the PTT button will send keying commands to the station. Step 7. Repeat steps 1-6 for a sampleof the remaining conventional resources. SETUP Step 8. Repeat steps 1-7 for a sampleof the remaining OPs. RADIO-1 - CONVENTIONAL CHANNEL 1 CONSOLE-1 - CONVENTIONAL CHANNEL 1 VERSION #1.110 Pass Fail Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Acceptance Test Plan 4-1 30 SunComm April 26,2021 Elite Console Features 2. TEST Step 1. At CONSOLE-1 press the "INTERCOM CALL"icon. 4.1.2 Intercom Operation Step 2. Choose CONSOLE-2 to call and press the (Console to Console) SEND button. Step 3. Answer the call at the destination console by 1. DESCRIPTION pressing the "INTERCOM CALL" icon and selecting ANSWER. Step 4. Verify communications between the two The intercom function allows console operators to consoles. The answering console will have communicate with other console operator positions a hot microphone, and the sending console without using a radio resource. must press the lightning bolt in the Intercom Window to transmit. SETUP Step 5. End the intercom call by pressing the HANGUP icon on either console. CONSOLE-1 CONSOLE-2 VERSION #1.040 Pass Fail Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Acceptance Test Plan 4-2 31 Sun Comm April 26,2021 4.2 SIGNOFF CERTIFICATE By their signatures below, the following witnesses certify they have observed the system Acceptance Test Procedures. Signatures WITNESS: Date: Please Print Name: Initials: Please PrintTitle: WITNESS: Please Print Name: Initials: Please Print Title: WITNESS: Please Print Name: Initials: Please PrintTitle: Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. fp Motorola Solutions Confidential Restricted Acceptance Test Plan 4-3 32 SunComm April 26,2021 SECTION 5 WARRANTY PLAN 5.1 OVERVIEW Motorola Solutions is proposing our Essential Plus Services during warranty period for SunComm's backup dispatch System with 5 MCC7500Es to provide SunComm with the support needed to detect and resolve unforeseen issues. Essential Plus Services consists of the following elements: • Remote Technical Support. • Network Hardware Repair. • Security Update Service(SUS). • On-site Infrastructure Response. • Annual Preventive Maintenance. Together, these elements will help to avoid operational disruptions and maintain the value of SunComm communications investment. 5.2 ESSENTIAL PLUS ELEMENT DESCRIPTIONS The following sections describe the elements proposed for SunComm's Backup Dispatch Center Equipment. 5.2.1 Remote Technical Support Motorola Solutions' Centralized Managed Support Operations (CMSO)will provide Remote Technical Support for infrastructure issues that require specific technical expertise. Experienced technical support specialists will be available to consult with SunComm to help diagnose, troubleshoot, and resolve infrastructure issues. Service Desk maintenance procedures and incident resolution techniques are based on ISO 9001 and TL 9000 standards. 5.2.2 Network Hardware Repair To restore SunComm's backup Dispatch Center components if they malfunction, Motorola Solutions will repair Motorola Solutions-provided infrastructure equipment. This includes select third-party infrastructure equipment supplied by Motorola Solutions. Motorola Solutions will ship and return repaired equipment, and will coordinate the repair of third-party solution components. 5.2.3 Security Update Service Commercial security software updates are often designed without consideration for specialized systems like radio communications networks. Therefore, they may at sometimes inadvertently disrupt console System such as the one proposed to SunComm. Motorola Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Warranty Plan 5-1 33 SunComm April 26,2021 Solutions will test anti-virus, operating system, and other software patches to check their compatibility with MCC7500E Console System. Once tested, Motorola Solutions will post the updates to a secured extranet website and send an email notification to SunComm. If there are any recommended configuration changes, warnings, or workarounds, Motorola Solutions will provide detailed documentation along with the updates on the website. When tested updates have been posted, SunComm will need to download and install them. 5.2.4 On-site Infrastructure Response Motorola Solutions will provide repair service from trained and qualified technicians. Once dispatched, technicians will travel to SunComm's backup dispatch location to diagnose issues and restore functionality. These technicians will run diagnostics on hardware to identify defective components, and repair or replace them as appropriate. Infrastructure Response times are based on a given issue's impact on overall system function. Travel times and service levels are governed by local geography. Motorola Solutions will provide additional information in the Statement of Work for ASTRO 25 Essential Plus Services and in the Customer Support Plan agreed between SunComm and Motorola Solutions. 5.2.5 Annual Preventive Maintenance Motorola Solutions will annually test and service network components. Qualified field technicians will perform routine hands-on examination and diagnostics of network equipment to keep them operating according to original manufacturer specifications. Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Warranty Plan 5-2 34 SunComm April 26,2021 SECTION 6 PRICING SUMMARY Item Price One Time Upgrade Existing SunComm MCC7500 Console System $98,417 Replace Existing Back-Up Console System Equipment with MCC7500 $206,670 Professional Services (Project Management, Engineering, Installation, and $269,301 Configuration) HGAC Equipment Contract Discount ($36,175) Sub-Total $538,213 System Discount- Purchase of Upgrade and Replacement Project by ($150,880) Sept 17, 2021 Total $387,333 Yakima County Tax Rate @ 8.3% $32,149 Grand Total $419,482 Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Pricing Summary 6-1 35 SunComm April 26,2021 SECTION 7 CONTRACTUAL DOCUMENTATION Motorola's Communications System and Services Agreement (CSSA) is attached in the following pages. Dispatch System Use or disclosure of this proposal issubject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Contractual Documentation 7-1 36 Communications System and Services Agreement Motorola Solutions, Inc. ("Motorola") and the City of Yakima ("Customer") enter into this "Agreement," pursuant to which Customer will purchase and Motorola will sell the System and Services, as described below. Motorola and Customer may be referred to individually as a "Party" and collectively as the "Parties." For good and valuable consideration, the Parties agree as follows: WHEREAS, Customer desires to purchase from Motorola and Motorola desires to sell to Customer a Communications System; and WHEREAS, Houston-Galveston Area Council ("H-GAC"), acting as the agent for various local governmental entities who are "End Users" under interlocal agreements (including Customer) has solicited proposals for radio communications equipment and conducted discussions with Motorola concerning its proposal and, where applicable, in accordance with the competitive procurement procedures of Texas law;and WHEREAS, on July 25, 2018, H-GAC and Motorola entered into a contract (the"Contract"), which provides that End Users may purchase radio communications equipment from Motorola pursuant to certain terms contained therein; and WHEREAS, pursuant to Article 2 of the Contract Special Provisions, Motorola and Customer now wish to enter into this Agreement to delineate the specific terms of the purchase of radio communications equipment from Motorola by Customer. For good and valuable consideration, the Parties agree as follows: Section 1 ATTACHMENTS 1.1. EXHIBITS. The Exhibits listed below are exhibits related to the System sale and implementation. These Exhibits are incorporated into and made a part of this Agreement. Exhibit A "Motorola Software License Agreement" Exhibit B "Payment" Exhibit C Technical and Implementation Documents C-1 "System Description" dated April 26,2021 C-2 "Pricing Summary & Equipment List" dated August 13, 2021 C-3 "Implementation Statement of Work" dated April 26, 2021 C- 4 "Acceptance Test Plan" or"ATP" dated April 26, 2021 C-5 "Performance Schedule" dated April 26, 2021 Exhibit D "System Acceptance Certificate" Exhibit E Cooperative Purchasing Program of Houston-Galveston Area Council of Governments ("HGAC") and Motorola's master agreement with HGAC, executed July 25, 2018, and identified as Contract No. RA-05-15 1.2. ADDENDUM (ADDENDA). Customer may elect to purchase professional or subscription services in addition to the System and related services. Any such services will be governed by the terms in the main body of the Agreement and an applicable Addendum containing terms specific to such service. Such Addenda will be labeled with the name of the service being purchased. 1.3 ORDER OF PRECEDENCE. In interpreting this Agreement and resolving any ambiguities: 1) the main body of this Agreement takes precedence over the exhibits (unless otherwise specified in an exhibit), and any inconsistency between Exhibits A through E will be resolved in their listed order, and 2) The applicable service Addendum will take precedence over the main body of the Agreement and the Exhibits. 37 Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: "Acceptance Tests" means those tests described in the Acceptance Test Plan. "Addendum (Addenda)" is the title of the document(s) containing a specific set of terms and conditions applicable to a particular service or other offering beyond the Communication System and System implementation services. The terms in the Addendum are applicable only to the specific service oroffering described therein. "Administrative User Credentials" means an account that has total access over the operating system, files, end user accounts and passwords at either the System level or box level. Customer's personnel with access to the Administrative User Credentials may be referred to as the Administrative User. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). "Confidential Information" means all information consistent with the fulfillment of this Agreement that is (i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked as confidential or its equivalent or(ii) obtained by examination, testing or analysis of any hardware, software or any component part thereof provided by discloser to recipient. The nature and existence of this Agreement are considered Confidential Information. Confidential Information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by the discloser by submitting a written document to the recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent. "Contract Price"means the price for the System and implementation Services, excluding applicable sales or similar taxes and freight charges. Further, unless otherwise stated in Exhibit B, "Payment" or the pricing pages of the proposal, recurring fees for maintenance, SUA, or subscription services are not included in the Contract Price. "Deliverables" means all written information (such as reports, specifications, designs, plans, drawings, analytics, Solution Data, or other technical or business information)that Motorola prepares for Customer in the performance of the Services and is obligated to provide to Customer under this Agreement. The Deliverables, if any, are more fully described in the Statement of Work. "Derivative Proprietary Materials" means derivatives of the Proprietary Materials that Motorola mayfrom time to time, including during the course of providing the Services, develop and/or use and/or to which Motorola provides Customer access. "Effective Date" means that date upon which the last Party executes this Agreement. "Equipment" means the hardware components of the Solution that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List. "Feedback" means comments or information, in oral or written form, given to Motorola by Customer in connection with or relating to Equipment or Services, during the term of this Agreement. "Force Majeure" means an event, circumstance, or act that is beyond a Party's reasonable control, such as an act of God, an act of the public enemy, an act of a government entity, strikes, other labor disturbances, supplier performance, hurricanes, earthquakes,fires, floods, epidemics, embargoes,war, riots, or any other similar cause. 38 "Motorola Software" means software that Motorola or its affiliated companies owns. "Non-Motorola Software" means software that a party other than Motorola or its affiliated companies owns. "Open Source Software" (also called "freeware" or "shareware") means software with either freely obtainable source code, license for modification, or permission for free distribution. "Proprietary Materials" means certain software tools and/or other technical materials, including, but not limited to, data, modules, components, designs, utilities, subsets, objects, program listings, models, methodologies, programs, systems, analysis frameworks, leading practices and specifications which Motorola has developed prior to, or independently from, the provision of the Services and/or which Motorola licenses from third parties. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. "Services" means system implementation, maintenance, support, subscription, or other professional services provided under this Agreement, which may be further described in the applicable Addendum and/or SOW. "Software" (i) means proprietary software in object code format, and adaptations, translations, de- compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (Hi) may contain one or more items of software owned by a third party supplier. The term "Software"does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. "Software License Agreement" means the Motorola Software License Agreement (Exhibit A). "Software Support Policy" ("SwSP") means the policy set forth at https://www.motorolasolutions.com/content/dam/msi/secure/services/software policy.pdf describing the specific technical support that will be provided to Customers under the Warranty Period and during any paid maintenance support period for Motorola Software. This policy may be modified from time to time at Motorola's discretion. "Solution" means the combination of the System(s) and Services provided by Motorola under this Agreement. "Solution Data"means Customer data that is transformed, altered, processed, aggregated, correlated or operated on by Motorola, its vendors or other data sources and data that has been manipulated or retrieved using Motorola know-how to produce value-added content to data consumers, including customers or citizens which is made available to Customer with the Solution and Services. "Specifications" means the functionality and performance requirements that are described in the Technical and Implementation Documents. "SUA"or"SUA II" means Motorola's Software Upgrade Agreement program. "Subsystem" means a major part of the System that performs specific functions or operations. Subsystems are described in the Technical and Implementation Documents. 39 "System" means the Equipment, including incidental hardware and materials, Software, and design, installation and implementation services that are combined together into an integrated system; the System(s) is (are) described in the Technical and Implementation Documents. "System Acceptance" means the Acceptance Tests have been successfully completed. "System Data" means data created by, in connection with or in relation to Equipment or the performance of Services under this Agreement. "Warranty Period"for System Hardware, Software, or services related to system implementation means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Unless otherwise stated in the applicable Addendum, Warranty Period for other Services means ninety (90) days from performance of the Service. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide, install and test the System(s), and perform its other contractual responsibilities to provide the Solution, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price or applicable subscription fees, Performance Schedule, or both, and will reflect the adjustment in a change order or Addendum. Neither Party is obligated to perform requested changes unless both Parties execute awritten change order. 3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the date of Final Project Acceptance or expiration of the Warranty Period, or completion of the Services, whichever occurs last. The term and the effective date of recurring Services will be set forth in the applicable Addendum. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the expiration date of the Agreement, Customer may order additional Equipment or Software, if it is then available. Each purchase order must refer to this Agreement, the expiration date of the Agreement, and must specify the pricing and delivery terms. The Parties agree that, notwithstanding expiration of the Agreement, the applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Additional or contrary terms in the purchase order will be inapplicable, unless signed by both parties. Title and risk of loss to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within thirty (30) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online ("MOL"), and this Agreement will be the"Underlying Agreement"for those MOL transactions rather than the MOL On-Line Terms and Conditions of Sale. MOL registration and other information may be found at https://businessonline.motorolasolutions.com and the MOL telephone number is(800)814-0601. 3.5. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.6. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all 40 of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may include Open Source Software. 3.7. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a changeorder. 3.8. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a "Priced Options" exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what equipment, software, and related services Customer is selecting(including quantities, if applicable). To the extent they apply,the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions. Section 4 SERVICES 4.1. If Customer desires and Motorola agrees to continue Services beyond the Term, Customer's issuance and Motorola's acceptance of a purchase order for Services will serve as an automatic extension of the Agreement for purposes of the continuing Services. Only the terms and conditions applicable to the performance of Services will apply to the extended Agreement. 4.2. During the Warranty Period, in addition to warranty services, Motorola will provide maintenance Services for the Equipment and support for the Motorola Software pursuant to the applicable maintenance and support Statements of Work. Support for the Motorola Software will be in accordance with Motorola's established Software Support Policy. Copies of the SwSP can be found at https://www.motorolasolutions.com/content/dam/msi/secure/services/software policy.pdf and will be sent by mail, email or fax to Customer upon written request. Maintenance Services and support during the Warranty Period are included in the Contract Price. Unless already included in the Contract Price, if Customer wishes to purchase 1) additional maintenance or software support services during the Warranty Period; or 2) continue or expand maintenance, software support, installation, and/or SUA services after the Warranty Period, Motorola will provide the description of and pricing for such services in a separate proposal document. Unless otherwise agreed by the parties in writing, the terms and conditions in this Agreement applicable to maintenance, support, installation, and/or SUA Services, will be included in the Maintenance and Support Addendum, SUA Addendum, the applicable Statements of Work, and the proposal, (if applicable). These collective terms will govern the provision of such Services. To obtain any such additional Services, Customer will issue a purchase order referring to this Agreement and the separate proposal document. Omission of reference to this Agreement in Customer's purchase order will not affect the applicability of this Agreement. Motorola's proposal may include a cover page entitled "Service Agreement" or "Installation Agreement", as applicable, and other attachments. These cover pages and other attachments are incorporated into this Agreement by this reference 4.3. PROFESSIONAL AND SUBSCRIPTION SERVICES. If Customer purchases professional or subscription Services as part of the Solution, additional or different terms specific to such Service will be included in the applicable Addendum and will apply to those Services. Customer may purchase additional professional or subscription services by issuing a purchase order referencing this Agreement and Motorola's proposal for such additional services. 41 4.4. Any information in the form of specifications, drawings, reprints, technical information orotherwise furnished to Customer in providing Services under this Agreement or Motorola data viewed, accessed, will remain Motorola's property, will be deemed proprietary, Confidential Information. This Confidential Information will be promptly returned at Motorola's request. 4.5. TOOLS. All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of providing Services under this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Upon termination of the contract for any reason, Customer shall return to Motorola all equipment delivered to Customer. 4.6. COVENANT NOT TO EMPLOY. During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering Services under this Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform toapplicablelaw. 4.7. CUSTOMER OBLIGATIONS. If the applicable Statement of Work or Addendum contains assumptions that affect the Services or Deliverables, Customer will verify that they are accurate and complete. Any information that Customer provides to Motorola concerning the Services or Deliverables will be accurate and complete in all material respects. Customer will make timely decisions and obtain any required management approvals that are reasonably necessary for Motorola to perform the Services and its other duties under this Agreement. Unless the Statement of Work states the contrary, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions and Customer-provided information, decisions and approvals described in this paragraph. 4.8. ASSUMPTIONS. If any assumptions or conditions contained in this Agreement, applicable Addenda or Statements of Work prove to be incorrect or if Customer's obligations are not performed, Motorola's ability to perform under this Agreement may be impacted and changes to the Contract Price, subscription fees, project schedule, Deliverables, or other changes may be necessary. 4.9. NON-PRECLUSION. If, as a result of the Services performed under this Agreement, Motorola recommends that Customer purchase products or other services, nothing in this Agreement precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products or other services to Customer. Customer represents that this paragraph does not violate its procurement or other laws, regulations, or policies. 4.10. PROPRIETARY MATERIALS. Customer acknowledges that Motorola may use and/or provide Customer with access to Proprietary Materials and Derivative Proprietary Materials. The Proprietary Materials and the Derivative Proprietary Materials are the sole and exclusive property of Motorola and Motorola retains all right, title and interest in and to the Proprietary Materials and Derivative Proprietary Materials. 4.11. ADDITIONAL SERVICES. Any services performed by Motorola outside the scope of this Agreement at the direction of Customer will be considered to be additional Services which are subject to additional charges. Any agreement to perform additional Services will be reflected in a written and executed change order, Addendum or amendment to this Agreement. Section 5 PERFORMANCE SCHEDULE 42 The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance. Section 6 CONTRACT PRICE, PAYMENT AND INVOICING 6.1. Customer affirms that a purchase order or notice to proceed is not required for contract performance or for subsequent years of service, if any, and that sufficient funds have been appropriated in accordance with applicable law. The Customer will pay all invoices as received from Motorola and any changes in scope will be subject to the change order process as described in this Agreement. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for payment in accordance with this Agreement. 6.2. CONTRACT PRICE. The Contract Price in U.S. dollars is $419,482.00 which includes the H- GAC administration fee. If applicable, a pricing summary is included with the Payment schedule in Exhibit B. Motorola has priced the Services, Software, and Equipment as an integrated System. A change in Software or Equipment quantities, or Services, may affect the overall Contract Price, including discounts if applicable. Fees for professional, SUA, and/or subscription services which are not included in the Contract Price may be listed in Exhibit B, the pricing pages of the proposal, or the applicable Addendum. 6.3. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment schedule in Exhibit B. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola is 36-1115800. 6.4. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the invoices. Title and risk of loss to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices. 6.5. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address: Name: City of Yakima Address: 129 N. 2nd St Yakima, WA 98901 Phone: 509-249-6804 Email: john.carney@yakimawa.gov The address which is the ultimate destination where the Equipment will be delivered to Customer is: Name: City of Yakima Address: 129 N. 2nd St Yakima, WA 98901 The Equipment will be shipped to the Customer at the following address (insert if this information is known): Name: City of Yakima Address: 129 N. 2nd St Yakima, WA 98901 Phone: 509-249-6804 Customer may change this information by giving written notice to Motorola. Section 7 SITES AND SITE CONDITIONS 7.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and 43 mounting locations; and access to the worksites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist Customer in the local building permit process. 7.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate: physical space; air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any apparent deficiencies or non-conformities with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date. 7.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order. Section 8 TRAINING Any training to be provided by Motorola to Customer will be described in the applicable Statement of Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover these additional costs. Section 9 SYSTEM ACCEPTANCE 9.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 9.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System hasfailed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. 9.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement 44 of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 9.4. FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating on the System AcceptanceCertificate. Section 10 REPRESENTATIONS AND WARRANTIES 10.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first,this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration outside the Specifications. 10.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six(6) months after shipment of the Equipment by events or causes beyond Motorola's control, this warranty expires eighteen (18) months after the shipment of the Equipment. 10.3. SOFTWARE WARRANTY. Except as described in the SwSP and unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Software in accordance with the warranty terms set forth in the Software License Agreement and the provisions of this Section that are applicable to the Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes beyond Motorola's control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. Nothing in this Warranty provision is intended to conflict or modify the Software Support Policy. In the event of an ambiguity or conflict between the Software Warranty and Software Support Policy,the Software Support Policygoverns. 10.4. EXCLUSIONS TO EQUIPMENT AND SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (Hi) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear. 10.5. SERVICE WARRANTY. During the Warranty Period, Motorola warrants that the Services will be provided in a good and workmanlike manner and will conform in all material respects to the applicable Statement of Work. Services will be free of defects in materials and workmanship for a period of ninety(90) days from the date the performance of the Services are completed. Customer acknowledges that the Deliverables may contain recommendations, suggestions or advice from Motorola to Customer(collectively, "recommendations"). Motorola makes no warranties concerning those recommendations, and Customer alone accepts responsibility for choosing whether and how to implement the recommendations and the results to be realized from implementing them. 10.6. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid Equipment or Software warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, 45 replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. These actions will be the full extent of Motorola's liability for the warranty claim. In the event of a valid Services warranty claim, Customer's sole remedy is to require Motorola to re-perform the non- conforming Service or to refund, on a pro-rata basis, the fees paid for the non-conforming Service. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola. 10.7. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System or Services for commercial, industrial, or governmental use only, and are not assignable or transferable. 10.8. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. Section 11 DELAYS 11.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule or applicable Addenda for a time period that is reasonable under the circumstances. 11.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan. Section 12 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement (a "Dispute"). 12.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State in which the System is installed. 12.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a noticeof Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation. 12.3. MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party ("Notice of Mediation"). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request 46 that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. 12.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement. 12.5. CONFIDENTIALITY. All communications pursuant to subsections 12.2 and 12.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. Section 13 DEFAULT AND TERMINATION 13.1. DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of noticeby the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. 13.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 13.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non- defaulting Party any of its Confidential Information. If Customer is the non-defaulting Party, terminates this Agreement as permitted by this Section, and completes the System through a third Party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price. Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges. In the event Customer elects to terminate this Agreement for any reason other than default, Customer shall pay Motorola for the conforming Equipment and/or Software delivered and all services performed. Section 14 INDEMNIFICATION 14.1. GENERAL INDEMNITY BY Motorola. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notice of any claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This Section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under thisAgreement. 14.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties 47 under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This Section sets forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way related to Customer's performance under this Agreement. 14.3. PATENT AND COPYRIGHT INFRINGEMENT. 14.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ("Motorola Product") directly infringes a United States patent or copyright("Infringement Claim"). Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. 14.3.2 If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accountingstandards. 14.3.3 Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with anysoftware, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product. 14.3.4. This Section 14 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 14 are subject to and limited by the restrictions set forth in Section 15. Section 15 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or implementation and other one-time Services with respect to which losses or damages are claimed. With respect to all subscription or other ongoing Services and unless as otherwise provided under the applicable Addenda, Motorola's total liability will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Services preceding the incident giving rise to the claim. ALTHOUGH THE PARTIES 48 ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS, INCONVENIENCE, LOSS OF USE, LOSS TIME, DATA, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. Section 16 CONFIDENTIALITY AND PROPRIETARY RIGHTS 16.1. CONFIDENTIAL INFORMATION. 16.1.1. Each party is a disclosing party ("Discloser") and a receiving party ("Recipient") under this Agreement. All Deliverables will be deemed to be Motorola's Confidential Information. During the term of this Agreement and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (i) not disclose Confidential Information to any third party except as required by law; (ii) restrict disclosure of Confidential Information to only those employees (including, but not limited to, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must be directly involved with the Confidential Information for the purpose and who are bound by confidentiality terms substantially similar to those in this Agreement; (iii) not copy, reproduce, reverse engineer, decompile, or disassemble any Confidential Information; (iv) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (v) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (vi) only use the Confidential Information as needed to fulfill this Agreement. 16.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can demonstrate by documentation (i) is now available or becomes available to the public without breach of this agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to such disclosure; or(v) is independently developed by Recipient without the use of any of Discloser's Confidential Information or any breach of thisAgreement. 16.1.3. All Confidential Information remains the property of the Discloser and will not be copied or reproduced without the express written permission of the Discloser, except for copies that are absolutely necessary in order to fulfill this Agreement. Within ten (10) days of receipt of Discloser's written request, Recipient will return all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain one (1) archival copy of the Confidential Information that it may use only in case of a dispute concerning this Agreement. No license, express or implied, in the Confidential Information is granted other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. The Discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement. 16.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of anyNon-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola 49 does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner. 16.3 VOLUNTARY DISCLOSURE. Except as required to fulfill its obligations under this Agreement, Motorola will have no obligation to provide Customer with access to its Confidential Information and/or proprietary information. Under no circumstances will Motorola be required to provide any data related to cost and pricing. 16.4 DATA AND FEEDBACK. 16.4.1 To the extent permitted by law, Customer owns all right, title and interest in System Data created solely by it or its agents (hereafter, "Customer Data"), and grants to Motorola the right to use, host, cache, store, reproduce, copy, modify, combine, analyze, create derivatives from, communicate, transmit, publish, display, and distribute such CustomerData. 16.4.2 Motorola owns all right, title and interest in data resulting from System Data that is or has been transformed, altered, processed, aggregated, correlated or operated on (hereafter, "Derivative Data"). 16.4.3 Any Feedback given by Customer is and will be entirely voluntary and, even if designated as confidential, will not create any confidentiality obligation for Motorola. Motorola will be free to use, reproduce, license or otherwise distribute and exploit the Feedback without any obligation to Customer. Customer acknowledges that Motorola's receipt of the Feedback does not imply or create recognition by Motorola of either the novelty or originality of any idea. The parties further agree that all fixes, modifications and improvements made to Motorola products or services conceived of or made by Motorola that are based, either in whole or in part, on the Feedback are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements to the Motorola product or service will vest solely in Motorola. Section 17 GENERAL 17.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties)within thirty (30) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or networth. 17.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Anyattempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise(each a"Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 50 17.3. WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 17.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect. 17.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 17.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 17.7. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt. 17.8. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 17.9 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an evolving technological area and therefore, laws and regulations regarding Services and use of Solution may change. Changes to existing Services or the Solution required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services. 17.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 17.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. If applicable to the type of System purchased by Customer, Motorola will provide Customer with Administrative User Credentials. Customer agrees to only 51 grant access to the Administrative User Credentials to those personnel with the training and experience to correctly use them. Customer is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer may be asked to provide valid Administrative User Credentials when in contact with Motorola System support personnel. Customer understands that changes made as the Administrative User can significantly impact the performance of the System. Customer agrees that it will be solely responsible for any negative impact on the System or its users by any such changes. System issues occurring as a result of changes made using the Administrative User Credentials may impact Motorola's ability to perform Services or other obligations under the Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will be entitled to bill Customer and Customer will pay Motorola on a time and materials basis for resolving the issue. 17.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.5 (Motorola Software); Section 3.6 (Non-Motorola Software); if any payment obligations exist, Sections 6.2 and 6.3(Contract Price and Invoicing and Payment); Subsection 10.8 (Disclaimer of Implied Warranties); Section 12 (Disputes); Section 15 (Limitation of Liability); and Section 16(Confidentiality and Proprietary Rights); and all of the General provisions in Section 17. 17.13. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings,whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. The Parties hereby enter into this Agreement as of the Effective Date. Motor la Solutions,Inc. Customer By: Cl# By: Name:Andrew Chyterbok Name: Title:Area Sales Manager Title: _ Date: 8/30/21 Date: 52 Exhibit A MOTOROLA SOFTWARE LICENSE AGREEMENT This Exhibit A Motorola Software License Agreement ("Agreement") is between Motorola Solutions, Inc., ("Motorola"), and City of Yakima ("Licensee"). For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information isprovided). 1.3 "Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4 "Open Source Software License" means the terms or conditions under which the Open Source Software is licensed. 1.5 "Primary Agreement" means the agreement to which this exhibit is attached. 1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised(accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de- compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary software or products containing embedded or pre-loaded proprietary software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the proprietary software and affiliated documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non- exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. 53 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; and (ii) identify the Open Source Software (or specify where that license may befound). 3.3 TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERSEDES THE SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing,""application service provider," or"service bureau" basis or for any othersimilar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer,disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide promptwritten notice to Motorola at the time temporary transfer is discontinued. 4.4 Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and 54 security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. Unless otherwise stated in the Primary Agreement, the commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error- free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. Notwithstanding, any warranty provided by a copyright owner in its standard license terms will flow through to Licensee for third party software provided by Motorola. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non-infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written 55 consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than CPS and Motorola's FLASHport® software)which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by thisAgreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches thisAgreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use byLicensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 Commercial Computer Software 9.1 This Section 9 only applies to U.S. Government end users. The Software, Documentation and updates are commercial items as that term is defined at 48 C.F.R. Part 2.101, consisting of"commercial computer software" and "computer software documentation" as such terms are defined in 48 C.F.R. Part 252.227- 7014(a)(1) and 48 C.F.R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48 C.F.R. Part 227.7202, as applicable. Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227-7015, 48 C.F.R. Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, the Software, Documentation and Updates are distributed and licensed to U.S. Government end users: (i) only as commercial items, and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions contained herein. 9.2 If Licensee is licensing Software for end use by the United States Government or a United States Government agency, Licensee may transfer such Software license, but only if: (i) Licensee transfers all copies of such Software and Documentation to such United States Government entity or interim transferee, and (ii) Licensee has first obtained from the transferee (if applicable) and ultimate end user an enforceable end user license agreement containing restrictions substantially identical to the ones contained in this Agreement. Except as stated in the foregoing, Licensee and any transferee(s)authorized by this subsection 9.2 may not otherwise use or transfer or make available any Motorola software to any third party nor permit any party to do so. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement 56 concerning Confidential Information apply. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Section 13 GENERAL 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an evolving technological area and therefore, laws and regulations regarding Services and use of Solution may change. Changes to existing Services or the Solution required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services. 13.4. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 13.5. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.6. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third partybeneficiary of this Agreement. 57 13.7. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 survive the termination of thisAgreement. 13.8. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subjectmatter. 13.9. SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of thisAgreement. 58 Exhibit B PAYMENT Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty(30) days after the date of each invoice.Customer will make payments when due in the form of a check, cashier's check,or wire transfer drawn on a U.S.financial institution.If Customer has purchased additional Professional or Subscription services, payment will be in accordance with the applicable addenda.Payment for the System purchase will be in accordance with the following milestones. System Purchase(excluding Subscribers, if applicable) 1. 2540 of the Contract Price due upon contract execution (due upon effectivedate); 2. 6090 of the Contract Price due upon shipment of equipment from Staging; 3. 10°0 of the Contract Price due upon installation of equipment; and 4. 5% of the Contract Price due upon FinalAcceptance. If Subscribers are purchased,100% of the Subscriber Contract Price will be invoiced upon shipment(as shipped). Motorola shall make partial shipments of equipment and will request payment upon shipment of such equipment. In addition, Motorola shall invoice for installations completed on a site-by-site basis or when professional services are completed, when applicable. The value of the equipment shipped/services performed will be determined by the value shipped/services performed as a percentage of the total milestone value. Unless otherwise specified, contract discounts are based upon all items proposed and overall system package. For invoicing purposes only, discounts will be applied proportionately to the FNE and Subscriber equipment values to total contract price. Overdue invoices will bear simple interest at the maximum allowable rate by state law. For Lifecycle Support Plan and Subscription Based Services: Motorola will invoice Customer annually in advance of each year of the plan. The chart below outlines the hourly labor rates for Motorola System Integration resources to be used. The staffing requirements shall be multiplied by the appropriate rate per resource in the table below.The hourly labor rates are fully burdened. The hourly rates per resource type and level are listed in Table 1. Resource Types Project System System Project Levels Management Engineering Technologist Administration 4 $ 290.00 $ 300.00 $ 280.00 $ 200.00 3 $ 240.00 ~ $ 250.00 $ 240.00 $ 180.00 2 $ 220.00 $ 220.00 $ 220.00 $ 170.00 1 $ 190.00 $ 210.00 $ 210.00 $ 160.00 Table 1-Hourly Rates These rates apply to ordinary days and times(Monday to Friday during the hours 8amto 5pm). Additional surcharges may apply to work done outside these timeframes.The minimum charge for any resource will be 4 hours. Travel expenses are not included in these rates and may be charged separately.The qualifications of each type and level of resource are defined in the tables found at https://www.motorolasolutions.com/content/dam/msi/secure/services/labor-rates-exhibit-160408.pdf.All Motorola System Integration personnel assigned to this project will be classified according these levels. Project Administrative roles are varied and their specific duties and qualifications will be determined by the complexity and requirements of each project. 59 EXHIBIT D System Acceptance Certificate Customer Name: Project Name: This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that: 1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed. 2. The System is accepted. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: FINAL PROJECT ACCEPTANCE: Motorola has provided and Customer has received all deliverables, and Motorola has performed all other work required for Final Project Acceptance. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: 60 Exhibit E Cooperative Purchasing Program of Houston-Galveston Area Council of Governments ("HGAC") and Motorola's master agreement with HGAC, executed July 25, 2018, and identified as Contract No. RA-05-15 61 MAINTENANCE, SUPPORT AND SUA ADDENDUM This Addendum to the Communications System and Services Agreement or other previously executed Agreement currently in force, as applicable ("Primary Agreement") provides additional or different terms and conditions to govern the sale of Maintenance, Support and SUA II services. The terms in this Addendum are integral to and incorporated into the Primary Agreement signed by the Parties. 1. DEFINITIONS All capitalized terms not otherwise defined herein shall have the same meaning as defined inthe Primary Agreement. "SUA" or"SUA II" means Motorola's Software Upgrade Agreement program. 2. SCOPE Motorola will provide Maintenance and Support Services and/or SUA Services as further described in the applicable Statement of Work, or attachment to Motorola's proposal for additional services. 3. TERMS AND CONDITIONS The terms of the Primary Agreement combined with the terms of this Addendum will govern the products and services offered pursuant to this Addendum. To the extent there is a conflict between the terms and conditions of the Primary Agreement and the terms and conditions of this Addendum, this Addendum takes precedence. 3.1 MAINTENANCE AND SUPPORTSERVICES 3.1.1 PURCHASE ORDER ACCEPTANCE. Purchase orders for additional, continued, or expanded maintenance and software support, during the Warranty Period or after the Warranty Period, become binding only when accepted in writing by Motorola. 3.1.2 START DATE. The "Start Date" for Maintenance and Support Services will be indicated in the proposal or a cover page entitled "ServiceAgreement". 3.1.3 AUTO RENEWAL. Unless the cover page or SOW specifically states a termination date or one Party notifies the other in writing of its intention to discontinue the Services, this Agreement will renew for an additional one (1) year term on every anniversary of the Start Date. At the anniversary date, Motorola may adjust the price of the Services to reflect the renewal rate. 3.1.4 TERMINATION. Written notice of intent to terminate must be provided thirty (30) days or more prior to the anniversary date. If Motorola provides Services after the termination or expiration of this Addendum, the terms and conditions in effect at the time of termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates. 3.1.5 EQUIPMENT DEFINITION. For maintenance and support services, Equipment 62 will be defined to mean the hardware specified in the applicable SOW or attachments to the maintenance and support proposal. 3.1.6 ADDITIONAL HARDWARE. If Customer purchases additional hardware from Motorola that becomes part of the System, the additional hardware may be added to this Addendum and will be billed at the applicable rates after the warranty period for that additional equipment expires. Such hardware will be included in the definition of Equipment. 3.1.7 MAINTENANCE. Equipment will be maintained at levels set forth in the manufacturer's product manuals and routine procedures that are prescribed by Motorola will be followed. Motorola parts or parts of equal quality will be used for Equipmentmaintenance. 3.1.8 EQUIPMENT CONDITION. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Addendum. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay maintenance and support fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically maintained for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to maintain that Equipment. 3.1.9 EQUIPMENT FAILURE. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Addendum and applicable SOW. 3.1.10 INTRINSICALLY SAFE. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 3.1.11 EXCLUDED SERVICES. a) Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. b) Unless specifically included in this Addendum, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. 3.1.12 TIME AND PLACE. Service will be provided at the location specified in this Addendum and/or the SOW. When Motorola performs maintenance, support, or installation at Customer's location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site 63 access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Addendum or applicable SOW, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Addendum or applicable SOW, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. 3.1.13 CUSTOMER CONTACT. Customer will provide Motorola with designated points of contact (list of names and phone numbers)that will be available twenty-four(24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. 3.2 SUA SERVICES 3.2.1 The Software License Agreement included as Exhibit A to the Primary Agreement applies to any Motorola Software provided as part of the SUAtransactions. 3.2.2 The term of this Addendum is years, commencing on , 201_. The SUA Price for the years of services is $ , excluding applicable sales or use taxes but including discounts as more fully set forth in the pricing pages. Because the SUA is a subscription service as more fully described in the applicable SUA Statement of Work, payment from Customer is due in advance and will not be in accordance with any Payment Milestone Schedule. 3.2.3 The System upgrade will be scheduled during the subscription period and will be performed when Motorola's system upgrade operation resources are available. Because there might be a significant time frame between when this Addendum is executed and when a System upgrade transaction is performed, Motorola may substitute any of the promised Equipment or Software so long as the substitute is equivalent or superior to the initially promised Equipment or Software. 3.2.4 Acceptance of a SUA transaction occurs when the Equipment (if any) and Software are delivered and the SUA services are fully performed; there is no Acceptance Testing with a SUA transaction. 3.2.5 The Warranty Period for any Equipment or Motorola Software provided under a SUA transaction will commence upon shipment and not on System Acceptance or Beneficial Use, and is for a period of ninety (90) days rather than one (1) year. The ninety (90) day warranty for SUA services is set forth in the SUA Statement of Work. 3.2.6 In addition to the description of the SUA services and exclusions provided in the SUA Statement of Work, the following apply: a) Upon reasonable request by Motorola, Customer will provide acomplete 64 serial and model number list of the Equipment. b) SUA services exclude the repair or replacement of Equipment that has become defective or damaged from use in other than the normal,customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. c) Unless specifically included in this Addendum or the SUA Statement of Work, SUA services exclude items that are consumed in the normal operation of the Equipment; accessories; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. d) Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available during the performance of the SUA services. 3.2.7 The SUA annualized price is based on the fulfillment of the two year cycle. If Customer terminates this service during a two year cycle, except for Motorola's default, then Customer will be required to pay for the balance of payments owed for the two year cycle if a major system release has been implemented before the point of termination. 3.2.8 If Customer terminates this service and contractual commitment before the end of the _ year term, for any reason other than Motorola's default, then the Customer will pay to Motorola a termination fee equal to the discount applied to the last three years of service payments related to the _year commitment. 4. PAYMENT 4.1 Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within thirty(30) days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit,and franchise taxes of Motorola) by any governmental entity. 4.2 INFLATION ADJUSTMENT. For multi-year agreements, at the end of the first year of the Agreement and each year thereafter, a CPI percentage change calculation shall be performed using the U.S. Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI-U). Should the annual inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 3%. All items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the annual average for the new year has 65 been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base). 5. ENTIRE AGREEMENT. This Addendum, any related attachments, and the Primary Agreement, constitutes the entire agreement of the Parties regarding the subject matter of this Addendum and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Addendum may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Addendum, even if a representative of each Party signs that document. END