HomeMy WebLinkAboutMOTOROLA SOLUTIONS, INC. INSURANCE NOT ON FILE A-2025-060
WORK MAY NOT PROCEED
CITY CLERK
DATE: MAY 2 7 2025 Motorola Solutions Customer Agreement
This Motorola Solutions Customer Agreement (the "MCA") is entered into between Motorola
Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 ("Motorola")
1 FkrYVa�dcL� �and the entity set forth in the signature block below ("Customer"). Motorola and Customer will
each be referred to herein as a "Party" and collectively as the "Parties". This Agreement (as
defined below) is effective as of the date of the last signature (the "Effective Date").
1. Agreement.
1.1. Scope: Agreement Documents. This MCA governs Customer's purchase of Products (as
defined below) and Services (as defined below) from Motorola. Additional terms and conditions
applicable to specific Products and Services are set forth in one or more addenda attached to this
MCA (each an "Addendum", and collectively the "Addenda"). In addition, the Parties may agree
upon solution descriptions, equipment lists, statements of work, schedules, technical
specifications, and other ordering documents setting forth the Products and Services to be
purchased by Customer and provided by Motorola and additional rights and obligations of the
Parties (the "Ordering Documents"). To the extent required by applicable procurement law, a
proposal submitted by Motorola in response to a competitive procurement process will be included
within the meaning of the term Ordering Documents. This MCA, the Addenda, and any Ordering
Documents collectively form the Parties' "Agreement".
1.2. Order of Precedence. Each Addendum will control with respect to conflicting terms in the
MCA, but only as applicable to the Products and Services described in such Addendum. Each
Ordering Document will control with respect to conflicting terms in the MCA or any Addenda, but
only as applicable to the Products and Services described on such Ordering Document.
2. Products and Services.
2.1. Products. Motorola will (a) sell hardware provided by Motorola ("Equipment"), (b) license
software which is either preinstalled on Equipment or installed on Customer-Provided Equipment
(as defined below) and licensed to Customer by Motorola for a perpetual or other defined license
term ("Licensed Software"), and (c) license cloud-based software as a service products and
other software which is either preinstalled on Equipment or installed on Customer-Provided
Equipment, but licensed to Customer by Motorola on a subscription basis ("Subscription
Software") to Customer, to the extent each is set forth in an Ordering Document, for Customer's
own use in accordance with this Agreement. The Equipment, Licensed Software, and
Subscription Software shall collectively be referred to herein as "Products", or individually as a
"Product". At any time during the Term (as defined below), Motorola may substitute any Products
at no cost to Customer, if the substitute is substantially similar to the Products set forth in the
applicable Ordering Documents.
2.2. Services.
2.2.1. Motorola will provide services related to purchased Products ("Services"), to the
extent set forth in an Ordering Document.
2.2.2. Integration Services: Maintenance and Support Services. If specified in an
Ordering Document, Motorola will provide, for the term of such Ordering
Document, (a) design, deployment, and integration Services in order to design,
install, set up, configure, and/or integrate the applicable Products at the applicable
locations ("Sites"), agreed upon by the Parties ("Integration Services"), or (b)
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break/fix maintenance, technical support, or other Services (such as software
integration Services) ("Maintenance and Support Services"), each as further
described in the applicable statement of work. Maintenance and Support Services
and Integration Services will each be considered "Services", as defined above.
2.2.3. Service Ordering Documents.The Fees for Services will be set forth in an Ordering
Document and any applicable project schedules. A Customer point of contact will
be set forth in the applicable statement of work for the Services. For purposes of
clarity, each statement of work will be incorporated into, and form an integral part
of, the Agreement.
2.2.4. Service Completion. Unless otherwise specified in the applicable Ordering
Document, Services described in an Ordering Document will be deemed complete
upon Motorola's performance of all Services listed in such Ordering Document
("Service Completion Date"); provided, however, that Maintenance and Support
Services may be offered on an ongoing basis during a given Ordering Document
term, in which case such Maintenance and Support Services will conclude upon
the expiration or termination of such Ordering Document.
2.3. Non-Preclusion. If, in connection with the Products and Services provided under this
Agreement, Motorola makes recommendations, including a recommendation to purchase other
products or services, nothing in this Agreement precludes Motorola from participating in a future
competitive bidding process or otherwise offering or selling the recommended products or other
services to Customer. Customer represents that this paragraph does not violate its procurement
standards or other laws, regulations, or policies.
2.4. Customer Obligations. Customer will ensure that information Customer provides to
Motorola in connection with receipt of Products and Services are accurate and complete in all
material respects. Customer will make timely decisions and obtain any required management
approvals that are reasonably necessary for Motorola to provide the Products and Services and
perform its other duties under this Agreement. Unless the applicable Ordering Document states
otherwise, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or
provide advice concerning any assumptions or Customer information, decisions, or approvals
described in this Section. If any assumptions in the Ordering Documents or information provided
by Customer prove to be incorrect, or if Customer fails to perform any of its obligations under this
Agreement, Motorola's ability to perform its obligations may be impacted and changes to the
Agreement, including the scope, Fees, and performance schedule may be required.
2.5. Documentation. Products and Services may be delivered with documentation for the
Equipment, software Products, or data that specifies technical and performance features,
capabilities, users, or operation, including training manuals, and other deliverables, such as
reports, specifications, designs, plans, drawings, analytics, or other information (collectively,
"Documentation"). Documentation is and will be owned by Motorola, unless otherwise expressly
agreed in an Addendum or Ordering Document that certain Documentation will be owned by
Customer. Motorola hereby grants Customer a limited, royalty-free, worldwide, non-exclusive
license to use the Documentation solely for its internal business purposes in connection with the
Products and Services.
2.6. Motorola Tools and Equipment. As part of delivering the Products and Services, Motorola
may provide certain tools, equipment, models, and other materials of its own. Such tools and
equipment will remain the sole property of Motorola unless they are to be purchased by Customer
as Products and are explicitly listed on an Ordering Document. The tools and equipment may be
held by Customer for Motorola's use without charge and may be removed from Customer's
Motorola Customer Agreement 2
premises by Motorola at any time without restriction. Customer will safeguard all tools and
equipment while in Customer's custody or control, and be liable for any loss or damage. Upon the
expiration or earlier termination of this Agreement, Customer, at its expense, will return to
Motorola all tools and equipment in its possession or control.
2.7. Authorized Users. Customer will ensure its employees and Authorized Users comply with
the terms of this Agreement and will be liable for all acts and omissions of its employees and
Authorized Users. Customer is responsible for the secure management of Authorized Users'
names, passwords and login credentials for access to Products and Services. "Authorized
Users" are Customer's employees, full-time contractors engaged for the purpose of supporting
the Products and Services that are not competitors of Motorola, and the entities (if any)specified
in an Ordering Document or otherwise approved by Motorola in writing (email from an authorized
Motorola signatory accepted), which may include affiliates or other Customer agencies.
2.8. Export Control. Customer, its employees, and any other Authorized Users will not access
or use the Products and Services in any jurisdiction in which the provision of such Products and
Services is prohibited under applicable laws or regulations (a "Prohibited Jurisdiction"), and
Customer will not provide access to the Products and Services to any government, entity, or
individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it and
its Authorized Users are not named on any U.S. government list of persons prohibited from
receiving U.S. exports, or transacting with any U.S. person; (b) it and its Authorized Users are not
a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit
its Authorized Users to access or use the Products or Services in violation of any U.S. or other
applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized
Users will comply with all applicable laws regarding the transmission of technical data exported
from the U.S. and the country in which Customer, its employees, and the Authorized Users are
located.
2.9. Change Orders. Unless a different change control process is agreed upon in writing by
the Parties, a Party may request changes to an Addendum or an Ordering Document by
submitting a change order to the other Party(each, a "Change Order"). If a requested change in
a Change Order causes an increase or decrease in the Products or Services, the Parties by
means of the Change Order will make appropriate adjustments to the Fees, project schedule, or
other matters. Change Orders are effective and binding on the Parties only upon execution of the
Change Order by an authorized representative of both Parties,
3. Term and Termination.
3.1. Term. The term of this MCA ("Term") will commence on the Effective Date and continue
until six(6) months after the later of(a) the termination, expiration, or discontinuance of services
under the last Ordering Document in effect, or(b)the expiration of all applicable warranty periods,
unless the MCA is earlier terminated as set forth herein. The applicable Addendum or Ordering
Document will set forth the term for the Products and Services governed thereby.
3.2. Termination. Either Party may terminate the Agreement or the applicable Addendum or
Ordering Document if the other Party breaches a material obligation under the Agreement and
does not cure such breach within thirty (30) days after receipt of notice of the breach or fails to
produce a cure plan within such period of time. Each Addendum and Ordering Document may be
separately terminable as set forth therein.
3.3. Suspension of Services. Motorola may terminate or suspend any Products or Services
under an Ordering Document if Motorola determines: (a) the related Product license has expired
or has terminated for any reason; (b)the applicable Product is being used on a hardware platform,
Motorola Customer Agreement 3
operating system, or version not approved by Motorola; (c)Customer fails to make any payments
when due; or (d) Customer fails to comply with any of its other obligations or otherwise delays
Motorola's ability to perform.
3.4. Effect of Termination or Expiration. Upon termination for any reason or expiration of this
Agreement, an Addendum, or an Ordering Document, Customer and the Authorized Users will
return or destroy (at Motorola's option) all Motorola Materials and Motorola's Confidential
Information in their possession or control and, as applicable, provide proof of such destruction,
except that Equipment purchased by Customer should not be returned. If Customer has any
outstanding payment obligations under this Agreement, Motorola may accelerate and declare all
such obligations of Customer immediately due and payable by Customer. Notwithstanding the
reason for termination or expiration, Customer must pay Motorola for Products and Services
already delivered. Customer has a duty to mitigate any damages under this Agreement, including
in the event of default by Motorola and Customer's termination of this Agreement.
4. Payment and Invoicing.
4.1. Fees. Fees and charges applicable to the Products and Services (the "Fees") will be as
set forth in the applicable Addendum or Ordering Document, and such Fees may be changed by
Motorola at any time, except that Motorola will not change the Fees for Products and Services
purchased by Customer during the term of an active Ordering Document or during a Subscription
Term (as defined and further described in the applicable Addendum). Changes in the scope of
Services described in an Ordering Document may require an adjustment to the Fees due under
such Ordering Document. If a specific invoicing or payment schedule is set forth in the applicable
Addendum or Ordering Document, such schedule will apply solely with respectto such Addendum
or Ordering Document. Unless otherwise specified in the applicable Ordering Document,the Fees
for any Services exclude expenses associated with unusual and costly Site access requirements
(e.g., if Site access requires a helicopter or other equipment), and Customer will reimburse
Motorola for these or other expenses incurred by Motorola in connection with the Services.
4.2. Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes,
assessments, duties, or regulatory charges or contribution requirements (collectively, "Taxes"),
all of which will be paid by Customer, except as exempt by law, unless otherwise specified in an
Ordering Document. If Motorola is required to pay any Taxes, Customer will reimburse Motorola
for such Taxes (including any interest and penalties) within thirty (30) days after Customer's
receipt of an invoice therefore. Customer will be solely responsible for reporting the Products for
personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its
income and net worth.
4.3. Invoicing. Motorola will invoice Customer at the frequency set forth in the applicable
Addendum or Ordering Document, and Customer will pay all invoices within thirty(30)days of the
invoice date or as otherwise specified in the applicable Addendum or Ordering Document. Late
payments will be subject to interest charges at the maximum rate permitted by law, commencing
upon the due date. Motorola may invoice electronically via email, and Customer agrees to receive
invoices via email at the email address set forth in an Ordering Document. Customer
acknowledges and agrees that a purchase order or other notice to proceed is not required for
payment for Products or Services.
5. Sites; Customer-Provided Equipment; Non-Motorola Content.
5.1. Access to Sites.Customer will be responsible for providing all necessary permits, licenses,
and other approvals necessary for the installation and use of the Products and the performance
of the Services at each applicable Site, including for Motorola to perform its obligations hereunder,
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and for facilitating Motorola's access to the Sites. No waivers of liability will be imposed on
Motorola or its subcontractors by Customer or others at Customer facilities or other Sites, but if
and to the extent any such waivers are imposed, the Parties agree such waivers are void.
5.2. Site Conditions. Customer will ensure that (a) all Sites are safe and secure, (b) Site
conditions meet all applicable industry and legal standards (including standards promulgated by
OSHA or other governmental or regulatory bodies), (c) to the extent applicable, Sites have
adequate physical space, air conditioning, and other environmental conditions, electrical power
outlets, distribution, equipment, connections, and telephone or other communication lines
(including modem access and interfacing networking capabilities), and (d) Sites are suitable for
the installation, use,and maintenance of the Products and Services.This Agreement is predicated
upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the
Effective Date.
5.3. Site Issues. Motorola will have the right at any time to inspect the Sites and advise
Customer of any deficiencies or non-conformities with the requirements of this Section 5—Sites;
Customer-Provided Equipment; Non-Motorola Content. If Motorola or Customer identifies any
deficiencies or non-conformities, Customer will promptly remediate such Issues or the Parties will
select a replacement Site. If a Party determines that a Site identified in an Ordering Document is
not acceptable or desired, the Parties will cooperate to investigate the conditions and select a
replacement Site or otherwise adjust the installation plans and specifications as necessary. A
change in Site or adjustment to the installation plans and specifications may cause a change in
the Fees or performance schedule under the applicable Ordering Document.
5.4. Customer-Provided Equipment. Certain components, including equipment and software,
not provided by Motorola may be required for use of the Products and Services ("Customer-
Provided Equipment"). Customer will be responsible, at its sole cost and expense, for providing
and maintaining the Customer-Provided Equipment in good working order. Customer represents
and warrants that it has all rights in Customer-Provided Equipment to permit Motorola to access
and use the applicable Customer-Provided Equipment to provide the Products and Services
under this Agreement, and such access and use will not violate any laws or infringe any third-
party rights(including intellectual property rights). Customer(and not Motorola)will be fully liable
for Customer-Provided Equipment, and Customer will immediately notify Motorola of any
Customer-Provided Equipment damage, loss, change, or theft that may impact Motorola's ability
to provide the Products and Services under this Agreement, and Customer acknowledges that
any such events may cause a change in the Fees or performance schedule under the applicable
Ordering Document.
5.5. Non-Motorola Content. In certain instances, Customer may be permitted to access, use,
or integrate Customer or third-party software, services, hardware, content, and data that is not
provided by Motorola (collectively, "Non-Motorola Content") with or through the Products and
Services. If Customer accesses, uses, or integrates any Non-Motorola Content with the Products
or Services, Customer will first obtain all necessary rights and licenses to permit Customer's and
its Authorized Users' use of the Non-Motorola Content in connection with the Products and
Services. Customer will also obtain the necessary rights for Motorola to use such Non-Motorola
Content in connection with providing the Products and Services, including the right for Motorola
to access, store, and process such Non-Motorola Content (e.g., in connection with Subscription
Software), and to otherwise enable interoperation with the Products and Services. Customer
represents and warrants that it will obtain the foregoing rights and licenses prior to accessing,
using, or integrating the applicable Non-Motorola Content with the Products and Services, and
that Customer and its Authorized Users will comply with any terms and conditions applicable to
such Non-Motorola Content. If any Non-Motorola Content require access to Customer Data (as
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defined below), Customer hereby authorizes Motorola to allow the provider of such Non-Motorola
Content to access Customer Data, in connection with the interoperation of such Non-Motorola
Content with the Products and Services. Customer acknowledges and agrees that Motorola is not
responsible for, and makes no representations or warranties with respect to, the Non-Motorola
Content (including any disclosure, modification, or deletion of Customer Data resulting from use
of Non-Motorola Content or failure to properly interoperate with the Products and Services). If
Customer receives notice that any Non-Motorola Content must be removed, modified, or disabled
within the Products or Services, Customer will promptly do so. Motorola will have the right to
disable or remove Non-Motorola Content if Motorola believes a violation of law, third-party rights,
or Motorola's policies is likely to occur, or if such Non-Motorola Content poses or may pose a
security or other risk or adverse impact to the Products or Services, Motorola, Motorola's systems,
or any third party (including other Motorola customers). Motorola may provide certain Non-
Motorola Content as an authorized sales representative of a third party as set out in an Ordering
Document. As an authorized sales representative, the third party's terms and conditions, as set
forth In the Ordering Document, will apply to any such sales. Any orders for such Non-Motorola
Content will be filled by the third party. Nothing in this Section will limit the exclusions set forth in
Section 7.2— Intellectual Property Infringement.
5.6. End User Licenses. Notwithstanding any provision to the contrary in the Agreement,
certain Non-Motorola Content software are governed by a separate license, EULA, or other
agreement, including terms governing third-party equipment or software, such as open source
software, included in the Products and Services. Customer will comply, and ensure its Authorized
Users comply, with any such additional terms applicable to third-party equipment or software. If
provided for in the separate third party license, Customer may have a right to receive source code
for such software; a copy of such source code may be obtained free of charge by contacting
Motorola.
6. Representations and Warranties.
6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other
Party that (a) it has the right to enter into the Agreement and perform its obligations hereunder,
and (b)the Agreement will be binding on such Party.
6.2. Motorola Warranties. Subject to the disclaimers and exclusions below, Motorola
represents and warrants that (a) Services will be provided in a good and workmanlike manner
and will conform in all material respects to the descriptions in the applicable Ordering Document;
and (b)for a period of ninety (90) days commencing upon the Service Completion Date for one-
time Services, the Services will be free of material defects in materials and workmanship. Other
than as set forth in subsection (a) above, recurring Services are not warranted but rather will be
subject to the requirements of the applicable Addendum or Ordering Document. Motorola
provides other express warranties for Motorola-manufactured Equipment, Motorola-owned
software Products, and certain Services. Such express warranties are included in the applicable
Addendum or Ordering Document. Such representations and warranties will apply only to the
applicable Product or Service that is the subject of such Addendum or Ordering Document.
6.3. Warranty Claims; Remedies. 7o assert a warranty claim, Customer must notify Motorola
in writing of the claim prior to the expiration of any warranty period set forth in this MCA or the
applicable Addendum or Ordering Document. Unless a different remedy is otherwise expressly
set forth for a particular warranty under an Addendum, upon receipt of such claim, Motorola will
investigate the claim and use commercially reasonable efforts to repair or replace any confirmed
materially non-conforming Product or re-perform any non-conforming Service, at its option. Such
remedies are Customer's sole and exclusive remedies for Motorola's breach of a warranty.
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Motorola's warranties are extended by Motorola to Customer only, and are not assignable or
transferrable.
6.4. Pass-Through Warranties. Notwithstanding any provision of this Agreement to the
contrary, Motorola will have no liability for third-party software or hardware provided by Motorola;
provided, however, that to the extent offered by third-party providers of software or hardware and
to the extent permitted by law, Motorola will pass through express warranties provided by such
third parties.
6.5. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS AND PASS THROUGH
WARRANTIES IN THIS AGREEMENT, PRODUCTS AND SERVICES PURCHASED
HEREUNDER ARE PROVIDED "AS IS"AND WITH ALL FAULTS. WARRANTIES SET FORTH
IN THE AGREEMENT ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS AND
SERVICES AND MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY. MOTOROLA DOES NOT
REPRESENT OR WARRANT THAT USE OF THE PRODUCTS AND SERVICES WILL BE
UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT
THEY WILL MEET CUSTOMER'S PARTICULAR REQUIREMENTS.
7. Indemnification.
7.1. General Indemnity. Motorola will defend, Indemnify, and hold Customer, its City Council,
employees, agents and representatives harmless from and against any and all damages, losses,
liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from and
against any and all actual or threatened third-party claim,demand, action, or proceeding("Claim")
for personal injury, death, or direct damage to tangible property to the extent caused by Motorola's
negligence, gross negligence or willful misconduct while performing its duties and obligations
under this Agreement, an Ordering Document, or an Addendum, except to the extent the claim
arises from Customer's negligence or willful misconduct. Motorola's duties under this Section 7.1
— General Indemnity are conditioned upon: (a) Customer promptly notifying Motorola in writing
of the Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its
settlement or compromise, except that Customer's express prior written consent shall be required
for any such settlement or compromise; and (c) Customer cooperating with Motorola and, if
requested by Motorola, providing reasonable assistance in the defense of the Claim.
7.2. Intellectual Property Infringement. Motorola will defend Customer against any third-party
claim alleging that a Motorola-developed or manufactured Product or Service (the "Infringing
Product") directly infringes a United States patent or copyright ("Infringement Claim"), and -
Motorola will pay all damages finally awarded against Customer by a court of competent
jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an
Infringement Claim. Motorola's duties under this Section 7.2 -- Intellectual Property
Infringement are conditioned upon: (a) Customer promptly notifying Motorola in writing of the
Infringement Claim; (b) Motorola having sole control of the defense of the suit and all negotiations
for its settlement or compromise, except that Customer's express prior written consent shall be
required for any such settlement or compromise; and (c) Customer cooperating with Motorola
and, if requested by Motorola, providing reasonable assistance in the defense of the Infringement
Claim.
7.2.1. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola
may at its option and expense: (a)procure for Customer the right to continue using
the Infringing Product; (b) replace or modify the Infringing Product so that it
becomes non-infringing; or (c) grant Customer (i) a pro-rated refund of any
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amounts pre-paid for the Infringing Product(if the Infringing Product is a software
Product, i.e., Licensed Software or Subscription Software) or (ii) a credit for the
Infringing Product, less a reasonable charge for depreciation (if the Infringing
Product is Equipment, including Equipment with embedded software).
7.2.2. In addition to the other damages disclaimed under this Agreement, Motorola will
have no duty to defend or indemnify Customer for any Infringement Claim that
arises from or is based upon: (a) Customer Data, Customer-Provided Equipment,
Non-Motorola Content,or third-party equipment, hardware,software, data,or other
third-party materials; (b) the combination of the Product or Service with any
products or materials not provided by Motorola; (c)a Product or Service designed,
modified, or manufactured in accordance with Customer's designs, specifications,
guidelines or instructions; (d) a modification of the Product or Service by a party
other than Motorola; (e) use of the Product or Service in a manner for which the
Product or Service was not designed or that is inconsistent with the terms of this
Agreement; or(f)the failure by Customer to use or install an update to the Product
or Service, after a reasonable time of receiving notification of update by Motorola,
that is intended to correct the claimed infringement. In no event will Motorola's
liability resulting from an Infringement Claim extend in any way to any payments
due on a royalty basis, other than a reasonable royalty based upon revenue
derived by Motorola from Customer from sales or license of the Infringing Product.
7.2.3. This Section 7.2--Intellectual Property Infringement provides Customer's sole
and exclusive remedies and Motorola's entire liability in the event of an
Infringement Claim. For clarity, the rights and remedies provided in this Section
are subject to, and limited by, the restrictions set forth in Section 8 s Limitation
of Liability below.
7.3. Customer Indemnity. Customer will defend, indemnify, and hold Motorola and its
subcontractors harmless from and against any and all damages, losses, liabilities, and expenses
(including reasonable fees and expenses of attorneys)arising from any actual or threatened third-
party claim, demand, action, or proceeding to the extent caused by (a) Customer-Provided
Equipment, Customer Data, or Non-Motorola Content, including any claim, demand, action, or
proceeding alleging that any such equipment, data, or materials (or the integration or use thereof
with the Products and Services) infringes or misappropriates a third-party intellectual property or
other right, violates applicable law, or breaches the Agreement; (b) Customer-Provided
Equipment's failure to meet the minimum requirements set forth in the applicable Documentation
or match the applicable specifications provided to Motorola by Customer in connection with the
Products or Services; (c) Customer's (or its service providers, agents, employees, or Authorized
User's) negligence or willful misconduct; and (d) Customer's or its Authorized User's breach of
this Agreement. This indemnity will not apply to the extent any such claim is caused by Motorola's
use of Customer-Provided Equipment, Customer Data, or Non-Motorola Content in violation of
the Agreement. Motorola will give Customer prompt, written notice of any claim subject to the
foregoing indemnity. Motorola will, at its own expense, cooperate with Customer in its defense or
settlement of the claim.
8. Limitation of Liability.
8.1. DISCLAIMER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR PERSONAL INJURY
OR DEATH, MOTOROLA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS
(COLLECTIVELY, THE "MOTOROLA PARTIES") WILL NOT BE LIABLE IN CONNECTION
WITH THIS AGREEMENT (WHETHER UNDER MOTOROLA'S INDEMNITY OBLIGATIONS, A
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CAUSE OF ACTION FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR
OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUES, EVEN IF
MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR ANY THIRD PARTY OF THE
POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES
OR LOSSES ARE FORESEEABLE.
8.2. DIRECT DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL
AGGREGATE LIABILITY OF THE MOTOROLA PARTIES, WHETHER BASED ON A CLAIM IN
CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO OR ARISING OUT OF THE
AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER.
NOTWITHSTANDING THE FOREGOING, FOR ANY SUBSCRIPTION SOFTWARE OR FOR
ANY RECURRING SERVICES, THE MOTOROLA PARTIES' TOTAL LIABILITY FOR ALL
CLAIMS RELATED TO SUCH PRODUCT OR RECURRING SERVICES IN THE AGGREGATE
WILL NOT EXCEED THE TOTAL FEES PAID FOR SUCH SUBSCRIPTION SOFTWARE OR
RECURRING SERVICE, AS APPLICABLE, DURING THE CONSECUTIVE TWELVE (12)
MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE FIRST CLAIM
AROSE,
8.3. ADDITIONAL EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A)
CUSTOMER DATA, INCLUDING ITS TRANSMISSION TO MOTOROLA,OR ANY OTHER DATA
AVAILABLE THROUGH THE PRODUCTS OR SERVICES; (B) CUSTOMER-PROVIDED
EQUIPMENT, NON-MOTOROLA CONTENT, THE SITES, OR THIRD-PARTY EQUIPMENT,
HARDWARE, SOFTWARE, DATA, OR OTHER THIRD-PARTY MATERIALS, OR THE
COMBINATION OF PRODUCTS AND SERVICES WITH ANY OF THE FOREGOING; (C) LOSS
OF DATA OR HACKING, RANSOMWARE, OR OTHER THIRD-PARTY ATTACKS OR
DEMANDS; (D) MODIFICATION OF PRODUCTS OR SERVICES BY ANY PERSON OTHER
THAN MOTOROLA;(E)RECOMMENDATIONS PROVIDED IN CONNECTION WITH OR BYTHE
PRODUCTS AND SERVICES; (F) DATA RECOVERY SERVICES OR DATABASE
MODIFICATIONS; OR (G) CUSTOMER'S OR ANY AUTHORIZED USER'S BREACH OF THIS
AGREEMENT OR MISUSE OF THE PRODUCTS AND SERVICES.
8.4. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the
purchase price for the disclaimed issues in Section 8.3 —Additional Exclusions above, but if
Motorola agrees to provide Services to help resolve such issues, Customer will reimburse
Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth
in an Ordering Document for such Services, if applicable.
8.5. Statute of Limitations. Customer may not bring any claims against a Motorola Party in
connection with this Agreement or the Products and Services more than one (1) year after the
date of accrual of the cause of action.
9. Confidentiality.
9.1. Confidential Information. "Confidential Information" means any and all non-public
information provided by one Party("Discloser")to the other("Recipient") that is disclosed under
this Agreement in oral, written, graphic, machine recognizable, or sample form, being clearly
designated, labeled or marked as confidential or its equivalent or that a reasonable
businessperson would consider non-public and confidential by its nature. With respect to
Motorola, Confidential Information will also include Products and Services, and Documentation,
as well as any other information relating to the Products and Services. The nature and existence
of this Agreement are considered Confidential Information of the Parties. In orderto be considered
Motorola Customer Agreement 9
Confidential Information, information that is disclosed orally must be identified as confidential at
the time of disclosure and confirmed by Discloser by submitting a written document to Recipient
within thirty(30)days after such disclosure.The written document must contain a summary of the
Confidential Information disclosed with enough specificity for identification purpose and must be
labeled or marked as confidential or its equivalent.
9.2. Obligations of Confidentiality. During the Term and for a period of three (3)years from the
expiration or termination of this Agreement, Recipient will (a)not disclose Confidential Information
to any third party, except as expressly permitted in this Section 9 - Confidentiality; (b) restrict
disclosure of Confidential Information to only those employees (including, employees of any
wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same
parent company), agents or consultants who must access the Confidential Information for the
purpose of, and who are bound by confidentiality terms substantially similar to those in, this
Agreement; (c) not copy, reproduce, reverse engineer, de-compile or disassemble any
Confidential Information; (d) use the same degree of care as for its own information of like
importance, but at least use reasonable care, in safeguarding against disclosure of Confidential
Information; (e) promptly notify Discloser upon discovery of any unauthorized use or disclosure
of the Confidential Information and take reasonable steps to regain possession of the Confidential
Information and prevent further unauthorized actions or other breach of this Agreement; and (f)
only use the Confidential Information as needed to fulfill its obligations and secure its rights under
this Agreement.
9.3. Exceptions. Recipient is not obligated to maintain as confidential any information that
Recipient can demonstrate by documentation (a) is publicly available at the time of disclosure or
becomes available to the public without breach of this Agreement; (b) is lawfully obtained from a
third party without a duty of confidentiality to Discloser; (c)is otherwise lawfully known to Recipient
prior to such disclosure without a duty of confidentiality to Discloser; or (d) is independently
developed by Recipient without the use of, or reference to, any of Discloser's Confidential
Information or any breach of this Agreement. Additionally, Recipient may disclose Confidential
Information to the extent required by law, including a judicial or legislative order or proceeding.
9.4. Ownership of Confidential Information. All Confidential Information is and will remain the
property of Discloser and will not be copied or reproduced without the express written permission
of Discloser (including as permitted herein). Within ten (10) days of receipt of Discloser's written
request, Recipient will return or destroy all Confidential -Information to Discloser along with all
copies and portions thereof, or certify in writing that all such Confidential Information has been
destroyed. However, Recipient may retain(a)one(1)archival copy of the Confidential Information
for use only in case of a dispute concerning this Agreement and (b) Confidential Information that
has been automatically stored in accordance with Recipient's standard backup or recordkeeping
procedures, provided, however that Recipient will remain subject to the obligations of this
Agreement with respect to any Confidential Information retained subject to clauses (a)or(b). No
license, express or implied, in the Confidential Information is granted to the Recipient other than
to use the Confidential Information in the manner and to the extent authorized by this Agreement.
Discloser represents and warrants that it is authorized to disclose any Confidential Information It
discloses pursuant to this Agreement.
10. Proprietary Rights; Data; Feedback.
10.1. Data Definitions. The following terms will have the stated meanings: "Customer Contact
Data" means data Motorola collects from Customer, its Authorized Users, and their end users for
business contact purposes, including marketing, advertising, licensing and sales purposes;
"Service Use Data" means data generated by Customer's use of the Products and Services or
by Motorola's support of the Products and Services, including personal information, product
Motorola Customer Agreement 10
performance and error information, activity logs and date and time of use; "Customer Data"
means data, information, and content, including images, text, videos, documents, audio,
telemetry, location and structured data base records, provided by, through, or on behalf of
Customer, its Authorized Users, and their end users through the use of the Products and Services.
Customer Data does not include Customer Contact Data, Service Use Data, or information from
publicly available sources or other Third-Party Data or Motorola Data; "Third-Party Data" means
information obtained by Motorola from publicly available sources or its third party content
providers and made available to Customer through the Products or Services; "Motorola Data"
means data owned or licensed by Motorola; "Feedback" means comments or information, in oral
or written form, given to Motorola by Customer or Authorized Users, including their end users, in
connection with or relating to the Products or Services; and "Process" or "Processing" means
.any operation or set of operations which is performed on personal information or on sets of
personal information,whether or not by automated means, such as collection, recording, copying,
analyzing, caching, organization, structuring, storage, adaptation, or alteration, retrieval,
consultation, use, disclosure by transmission, dissemination or otherwise making available,
alignment or combination, restriction, erasure or destruction.
10.2. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer
with access to software, tools, data, and other materials, including designs, utilities, models,
methodologies, systems, and specifications, which Motorola has developed or licensed from third
parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations,
translations, de-compilations, disassemblies, or derivative works of the foregoing, whether made
by Motorola or another party) (collectively, "Motorola Materials"). The Products and Services,
Motorola Data, Third-Party Data, and Documentation, are considered Motorola Materials. Except
when Motorola has expressly transferred title or other interest to Customer by way of an
Addendum or Ordering Document, the Motorola Materials are the property of Motorola or its
licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola
Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets,
know-how, other intellectual property and proprietary rights, and all associated goodwill and moral
rights). For clarity, this Agreement does not grant to Customer any shared development rights in
or to any Motorola Materials or other intellectual property, and Customer agrees to execute any
documents and take any other actions reasonably requested by Motorola to effectuate the
foregoing. Motorola and its licensors reserve all rights not expressly granted to Customer, and no
rights, other than those expressly granted herein, are granted to Customer by implication,
estoppel or otherwise. Customer will not modify, disassemble, reverse engineer, derive source
code or create derivative works from, merge with other software, distribute, sublicense, sell, or
export the Products and Services or other Motorola Materials, or permit any third party to do so.
10.3. Ownership of Customer Data. Customer retains all right, title and interest, including
intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to
Customer Data except those rights granted under this Agreement including the right to Process
and use the Customer Data as set forth in Section 10.4 — Processing Customer Data below
and in other applicable Addenda. The Parties agree that with regard to the Processing of personal
information which may be part of Customer Data, Customer is the controller and Motorola is the
processor, and may engage sub-processors pursuant to Section 10.4.3—Sub-processors.
10.4. Processing Customer Data.
10.4.1. Motorola Use of Customer Data. To the extent permitted by law, Customer grants
Motorola and its subcontractors a right to use Customer Data and a royalty-free,
worldwide, nonexclusive license to use Customer Data{including to process, host,
cache, store, reproduce, copy, modify, combine, analyze, create derivative works
Motorola Customer Agreement 41
from such Customer Data and to communicate, transmit, and distribute such
Customer Data to third parties engaged by Motorola) to (a) perform Services and
provide Products under the Agreement, (b)analyze the Customer Data to operate,
maintain, manage, and improve Motorola Products and Services, and (c) create
new products and services. Customer agrees that this Agreement, along with the
Documentation, are Customer's complete and final documented instructions to
Motorola for the processing of Customer Data. Any additional or alternate
instructions must be agreed to according to the Change Order process. Customer
represents and warrants to Motorola that Customer's instructions, including
appointment of Motorola as a processor or sub-processor, have been authorized
by the relevant controller.
10.4.2.Collection, Creation, Use_of Customer Data. Customer further represents and
warrants that the Customer Data, Customer's collection, creation, and use of the
Customer Data (including in connection with Motorola's Products and Services),
and Motorola's use of such Customer Data in accordance with the Agreement, will
comply with all laws and will not violate any applicable privacy notices or infringe
any third-party rights (including intellectual property and privacy rights). It is
Customer's responsibility to obtain all required consents, provided all necessary
notices, and meet any other applicable legal requirements with respect to
collection and use (including Motorola's use) of the Customer Data as described
in the Agreement.
10.4.3.Sub-processors. Customer agrees that Motorola may engage sub-processors who
in turn may engage additional sub-processors to Process personal data in
accordance with this Agreement. When engaging sub-processors, Motorola will
enter into agreements with the sub-processors to bind them to data processing
obligations to the extent required by law.
10.5. Data Retention and Deletion. Except as expressly provided otherwise under the
Agreement, Motorola will delete all Customer Data following termination or expiration of this MCA
or the applicable Addendum or Ordering Document, with such deletion to occur no later than
ninety (90) days following the applicable date of termination or expiration, unless otherwise
required to comply with applicable law. Any requests for the exportation or download of Customer
Data must be made by Customer to Motorola in writing before expiration or termination, subject
to Section 13.9—Notices. Motorola will have no obligation to retain such Customer Data beyond
expiration or termination unless the Customer has purchased extended storage from Motorola
through a mutually executed Ordering Document.
10.6. Service Use Data. Customer understands and agrees that Motorola may collect and use
Service Use Data for its own purposes, including the uses described below. Motorola may use
Service Use Data to (a) operate, maintain, manage, and improve existing and create new
products and services, (b) test products and services, (c) to aggregate Service Use Data and
combine it with that of other users, and (d) to use anonymized or aggregated data for marketing,
research or other business purposes. Service Use Data may be disclosed to third parties. It is
Customer's responsibility to notify Authorized Users of Motorola's collection and use of Service
Use Data and to obtain any required consents, provide all necessary notices, and meet any other
applicable legal requirements with respect to such collection and use, and Customer represents
and warrants to Motorola that it has compiled and will continue to comply with this Section.
10.7. Third-Party Data and Motorola Data. Motorola Data and Third-Party Data maybe available
to Customer through the Products and Services. Customer and its Authorized Users may use
Motorola Data and Third-Party Data as permitted by Motorola and the applicable Third-Party Data
Motorola Customer Agreement 12
provider, as described in the applicable Addendum. Unless expressly permitted in the applicable
Addendum, Customer will not, and will ensure its Authorized Users will not: (a) use the Motorola
Data or Third-Party Data for any purpose other than Customer's internal business purposes; (b)
disclose the data to third parties; (c) "white label" such data or otherwise misrepresent its source
or ownership, or resell, distribute, sublicense, or commercially exploit the data in any manner; (d)
use such data in violation of applicable laws; (e) remove, obscure, alter, or falsify any marks or
proprietary rights notices indicating the source, origin, or ownership of the data; or(f) modify such
data or combine it with Customer Data or other data or use the data to build databases. Additional
restrictions may be set forth in the applicable Addendum. Any rights granted to Customer or
Authorized Users with respect to Motorola Data or Third-Party Data will immediately terminate
upon termination or expiration of the applicable Addendum, Ordering Document, or this MCA.
Further, Motorola or the applicable Third-Party Data provider may suspend, change, or terminate
Customer's or any Authorized User's access to Motorola Data or Third-Party Data if Motorola or
such Third-Party Data provider believes Customer's or the Authorized User's use of the data
violates the Agreement, applicable law or Motorola's agreement with the applicable Third-Party
Data provider. Upon termination of Customer's rights to use any Motorola Data or Third-Party
Data, Customer and all Authorized Users will immediately discontinue use of such data, delete all
copies of such data, and certify such deletion to Motorola. Notwithstanding any provision of the
Agreement to the contrary, Motorola will have no liability for Third-Party Data or Motorola Data
available through the Products and Services. Motorola and its Third-Party Data providers reserve
all rights in and to Motorola Data and Third-Party Data not expressly granted in an Addendum or
Ordering Document.
10.8. Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create
any confidentiality obligation for Motorola, even if designated as confidential by Customer.
Motorola may use, reproduce, license, and otherwise distribute and exploit the Feedback without
any obligation or payment to Customer or Authorized Users and Customer represents and
warrants that it has obtained all necessary rights and consents to grant Motorola the foregoing
rights.
10.9. Improvements: Products and Services. The Parties agree that, notwithstanding any
provision of this MCA or the Agreement to the contrary, all fixes, modifications and improvements
to the Services or Products conceived of or made by or on behalf of Motorola that are based either
in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise) are the
exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or
improvements will vest solely in Motorola. Customer agrees to execute any written documents
necessary to assign any intellectual property or other rights it may have in such fixes,
modifications or improvements to Motorola.
11. Force Majeure; Delays Caused by Customer.
11.1. Force Majeure. Except for Customer's payment obligations hereunder, neither Party will
be responsible for nonperformance or delayed performance due to events outside of its
reasonable control. If performance will be significantly delayed, the affected Party will provide
notice to the other Party, and the Parties will agree (in writing) upon a reasonable extension to
any applicable performance schedule.
11.2. Delays Caused by Customer. Motorola's performance of the Products and Services will
be excused for delays caused by Customer or its Authorized Users or subcontractors, or by failure
of any assumptions set forth in this Agreement (including in any Addendum or Ordering
Document). In the event of a delay under this Section 11.2--Delays Caused by Customer, (a)
Customer will continue to pay the Fees as required hereunder,(b)the Parties will agree(in writing)
upon a reasonable extension to any applicable performance schedule, and (c) Customer will
Motorola Customer Agreement 13
compensate Motorola for its out-of-pocket costs incurred due to the delay (including those
incurred by Motorola's affiliates, vendors, and subcontractors).
12. Disputes. The Parties will use the following procedure to resolve any disputes relating to
or arising out of this Agreement (each, a "Dispute"):
12.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the
laws of the State of Illinois, unless Customer is the United States Government (or an agency
thereof), in which case all matters relating to or arising out of the Agreement will be governed by
the laws of the State in which the Products and Services are provided. The terms of the U.N.
Convention on Contracts for the International Sale of Goods and the Uniform Computer
Information Transactions Act will not apply.
12.2. Negotiation; Mediation. Either Party may initiate dispute resolution procedures by sending
a notice of Dispute ("Notice of Dispute") to the other Party. The Parties will attempt to resolve
the Dispute promptly through good faith negotiations, including timely escalation of the Dispute to
executives who have authority to settle the Dispute(and who are at a higher level of management
than the persons with direct responsibility for the matter). If a Dispute is not resolved through
negotiation, either Party may initiate mediation by sending a notice of mediation ("Notice of
Mediation")to the other Party. The Parties will choose an independent mediator within thirty (30)
days of such Notice of Mediation. Neither Party may unreasonably withhold consent to the
selection of a mediator, but if the Parties are unable to agree upon a mediator, either Party may
request that the American Arbitration Association nominate a mediator. Each Party will bear its
own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will
participate in the mediation in good faith and will be represented at the mediation by a business
executive with authority to settle the Dispute. All in person meetings under this Section 12.2 —
Negotiation; Mediation will take place in Orange County, California, and all communication
relating to the Dispute resolution will be maintained in strict confidence by the Parties.
Notwithstanding the foregoing, any Dispute arising from or relating to Motorola's intellectual
property rights will not be subject to negotiation or mediation in accordance with this Section, but
instead will be decided by a court of competent jurisdiction, in accordance with Section 12.3 —
Litigation, Venue,Jurisdiction below.
12.3. Litigation, Venue,_Jurisdiction. If the Dispute has not been resolved by mediation within
sixty(60) days from the Notice of Mediation, either Party may submit the Dispute exclusively to a
court in Orange County, California. Each Party expressly consents to the exclusive jurisdiction of
such courts for resolution of any Dispute and to enforce the outcome of any mediation.
13. General.
13.1. Com fiance with Laws. Each Party will comply with applicable laws in connection with the
performance of its obligations under this Agreement, including that Customer will ensure its and
its Authorized Users' use of the Products and Services complies with law(including privacy laws),
and Customer will obtain any FCC and other licenses or authorizations (including licenses or
authorizations required by foreign regulatory bodies) required for its and its Authorized Users' use
of the Products and Services. Motorola may, at its discretion, cease providing or otherwise modify
Products and Services (or any terms related thereto in an Addendum or Ordering Document), in
order to comply with any changes in applicable law.
13.2. Audit; Monitoring. Motorola will have the right to monitor and audit use of the Products,
which may also include access by Motorola to Customer Data and Service Use Data. Customer
will provide notice of such monitoring to its Authorized Users and obtain any required consents,
including individual end users, and will cooperate with Motorola in any monitoring or audit.
Motorola Customer Agreement 14
Customer will maintain during the Term, and for two(2)years thereafter, accurate records relating
to any software licenses granted under this Agreement to verify compliance with this Agreement.
Motorola or a third party ("Auditor") may inspect Customer's and, as applicable, Authorized
Users' premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless
Customer is found to be in violation of the terms of the Agreement, in which case Customer will
be responsible for such expenses and costs.
13.3. Assignment and Subcontracting. Neither Party may assign or otherwise transfer this
Agreement without the prior written approval of the other Party. Motorola may assign or otherwise
transfer this Agreement or any of its rights or obligations under this Agreement without consent
(a)for financing purposes, (b)in connection with a merger,acquisition or sale of all or substantially
all of its assets, (c)as part of a corporate reorganization,or(d)to a subsidiary corporation. Subject
to the foregoing, this Agreement will be binding upon the Parties and their respective successors
and assigns.
13.4. Waiver.A delay or omission by either Party to exercise any right under this Agreement will
not be construed to be a waiver of such right. A waiver by either Party of any of the obligations
to be performed by the other, or any breach thereof, will not be construed to be a waiver of any
succeeding breach or of any other obligation. All waivers must be in writing and signed by the
Party waiving its rights.
13.5. Severability. If any provision of the Agreement is found by a court of competent jurisdiction
to be invalid, illegal, or otherwise unenforceable, such provision will be deemed to be modified to
reflect as nearly as possible the original intentions of the Parties in accordance with applicable
law. The remaining provisions of this Agreement will not be affected, and each such provision will
be valid and enforceable to the full extent permitted by applicable law.
13.6. Independent Contractors. Each Party will perform its duties under this Agreement as an
independent contractor. The Parties and their personnel will not be considered to be employees
or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party
the right or authority to make commitments of any kind for the other. This Agreement will not
constitute,create,or be interpreted as ajoint venture, partnership, orformal business organization
of any kind.
13.7. Third-Party Beneficiaries. The Agreement is entered into solely between, and may be
enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create
any right or cause of action in or on behalf of, any entity other than the Parties. Notwithstanding
the foregoing, a licensor or supplier of third-party software included in the software Products will
be a direct and intended third-party beneficiary of this Agreement.
13.8. Interpretation. The section headings in this Agreement are included only for convenience
The words "including" and "include" will be deemed to be followed by the phrase "without
limitation". This Agreement will be fairly interpreted in accordance with its terms and conditions
and not for or against either Party.
13.9. Notices. Notices required under this Agreement to be given by one Party to the other must
be in writing and either personally delivered or sent to the address provided by the other Party by
certified mail, return receipt requested and postage prepaid (or by a recognized courier service,
such as FedEx, UPS, or NHL), and will be effective upon receipt.
13.10. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies
provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other
remedies available to either Party at law, in equity, by contract, or otherwise. Except as
Motorola Customer Agreement 15
specifically stated in this Agreement, the election by a Party of any remedy provided for in this
Agreement or otherwise available to such Party will not preclude such Party from pursuing any
other remedies available to such Party at law, in equity, by contract, or otherwise.
13.11. Survival. The following provisions will survive the expiration or termination of this
Agreement for any reason: Section 2.4 — Customer Obligations; Section 3.4 — Effect of
Termination or Expiration; Section 4 — Payment and Invoicing; Section 6.5 — Warranty
Disclaimer; Section 7.3 — Customer Indemnity; Section 8 — Limitation of Liability; Section
9 — Confidentiality; Section 10 — Proprietary Rights; Data; Feedback; Section 11 — Force
Majeure; Delays Caused by Customer; Section 12— Disputes; and Section 13 —General.
13.12. Insurance
Motorola shall procure and maintain for the duration of the contract insurance against claims for
security breaches,system failures, injuries to persons, damages to software,damages to property
(including computer equipment), theft, or other misuse of Motorola's data, infringement of
intellectual property, invasion of privacy and breach of data,which may arise from or in connection
with the performance of the work hereunder by Motorola, its agents, representatives, or
employees.
SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability(CGL): Insurance Services Office Form CG 00 01 covering CGL
on an "occurrence" basis, including products and completed operations, property damage,
bodily injury and personal &advertising injury with limits of$1,000,000 per occurrence and
$2,000,000 general aggregate.
2. Automobile Liability(AL): Insurance Services Office Form CA 00 01 covering code 1 (any
auto, with limits of$1,000,000 combined single limits.
3. Cyber Liability: Insurance, with limits of$2,000,000 per occurrence or claim and $2,000,000
aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is
undertaken by Motorola in this agreement and shall include, but not be limited to, claims
involving security breach, system failure, data recovery, business interruption, cyber extortion,
social engineering, infringement of intellectual property, including but not limited to infringement
of copyright, trademark, trade dress, invasion of privacy violations, information theft, and release
of private information. The policy shall provide coverage for breach response costs, regulatory
fines and penalties as well as credit monitoring expenses.
4. Technology Professional Liability Errors and Omissions Insurance (E&O): appropriate to the
Consultant's profession and work hereunder, with limits of$2,000,000 per occurrence and
$2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and
obligations as is undertaken by the Motorola in this agreement and shall include, but not be
limited to, claims involving business interruption, damage to or destruction of electronic
information, and alteration of electronic information. The policy shall provide coverage for
Motorola's failure to provide professional services and/or products under this Agreement. The
Policy shall include, or be endorsed to include, damage to, alteration of, loss of, or destruction of
electronic data and/or information "property" of Customer in the care, custody, or control of
Motorola.
Motorola Customer Agreement 16
5. Workers' Compensation as required by the State of California, with statutory limits, and
Employer's Liability insurance with limits of$1,000,000 per accident, policy, employee, for bodily
injury or disease.
Other Insurance Provisions
The above required insurance policies are to contain or be endorsed to contain the following
provisions:
1. City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers
are to be covered as additional insureds, under Motorola's CGL, AL and E&O policies, with
respect to any liability arising out of work or operations performed by or on behalf of the
Motorola including materials, parts, equipment, and personnel furnished in connection with
such work or operations.
2. Motorola's Insurance companies agree to waive all rights of subrogation against City of
Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers for
losses paid under the terms of any policy which arise from work performed by Motorola
under this Agreement.
3. For any claims related to this contract, Motorola's insurance coverage shall be primary and
any insurance maintained by City of Santa Ana, its City Council, its officers, officials,
employees, agents, or volunteers shall not contribute with it.
4. A severability of interest provision must apply for all the additional insureds, ensuring that
Motorola's insurance shall apply separately to each insured against whom a claim is made
or suit is brought, except with respect to the insurer's limits of liability.
5. Insurance policies required herein shall provide that coverage shall not be canceled,
suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or
materially changed except after thirty(30)days prior written notice has been given to City.
Ten (10)days prior written notice shall be provided to City for policy cancellation or non-
renewal due to non-payment of premium.
6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana,
Attention: (Name of Department Staff Responsible for Agreement), Address of Department
Responsible for Agreement, M-XX, Santa Ana, CA 92701. The name and location of project
must be included in the Description of Operations section of each certificate.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by Customer. Customer may require
Motorola to provide proof of ability to pay losses and related investigations, claim administration,
and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed,with insurers authorized to conduct business in the state of California
with a current A.M. Best rating of no less than A-:VII, unless otherwise acceptable to Customer.
Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:
1. The retroactive date must be shown and must be before the date of the contract.
Motorola Customer Agreement 17
2. Insurance must be maintained and evidence of insurance must be provided for at least three
(3) years after completion of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy
form with a retroactive date prior to the contract effective date, Motorola must purchase
"extended reporting" coverage for a minimum of three (3) years after completion of work.
Verification of Coverage
Motorola shall furnish Customer with original Certificates of Insurance including all required
amendatory endorsements (_Qr copies of the applicable pelicy taf_guage effecting_cgyerage
required by this clause). Failure to obtain the required documents prior to the work beginning
shall not waive MotoroWs obligation to provide them. Customer reserves the right to require
copies of endorsements required by these specifications, at any time.
Subcontractors
Motorola shall require and verify that all subcontractors maintain insurance meeting all the
requirements stated herein.
Special Risks or Circumstances
Customer reserves the right to modify these requirements, including limits, based on the nature
of the risk, prior experience, insurer, coverage, or other special circumstances.
Failure to Maintain Insurance Coverage
If Motorola., for any reason, fails to maintain insurance coverage, which is required pursuant to
this Agreement, for the entire term of this contract, the same shall be deemed a material. breach
of Agreement. Customer, at its sole option, may terminate this Agreement at any time and
obtain damages from Motorola resulting from said breach..
13.13. Entire Agreement. This Agreement, including all Addenda and Ordering Documents,
constitutes the entire agreement of the Parties regarding the subject matter hereto, and
supersedes all previous agreements, proposals, and understandings, whether written or oral,.
relating to this subject matter. This Agreement may be executed in multiple counterparts, and Will
have the same legal force and effect as if the Parties had executed it as a single document. The
Parties may sign in writing or by electronic signature, An electronic signature, facsimile copy, or
computer image of a signature, will be treated, and will have the same effect as an original
signature, and will have the same effect, as an original signed copy of this document. This.
Agreement may be amended or modified only by a written instrument signed by authorized
representatives of both. Parties. The preprinted terms and conditions found on any Customer
purchase order, acknowledgment, or other form will not be considered an amendment. or
modification or part of this Agreement, even if a representative of each Party signs such
document.
[Signatures on following page]
The Parties hereby enter into this MCA as of the Effective Date.
Motorola: Motorola Solutions, Inc. Customer: City of Santa Ana
Motorola Customer Agreement 18
7"7
Name: Norberto Colon Name: ALVARO NUNEZ
Title: VP, MSSSI Title: City Manager
Date:4/16/2025 Date: 6&6_o 2
RECOMMENDED FOR APPROVAL:
ATTEST:
IF LL ROBERT RODRIGUE
City Clerk Chief of Police
APPROVED AS TO FORM:
SONIA R. CARVALHO
City ttorney
By:
TAM RA BOGOSIAN
Senior Assistant City Attorney
Motorola Customer Agreement 19
Equipment Purchase and Software License Addendum
This Equipment Purchase and Software License Addendum (this "EPSLA") is entered into
between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL
60661 ("Motorola") and the entity set forth in the signature block below or in the MCA
("Customer"), and will be subject to, and governed by, the terms of the Motorola Solutions
Customer Agreement entered into between the Parties, effective as of , 2025 (the
"MCA"), Capitalized terms used in this EPSLA, but not defined herein,will have the meanings set
forth in the MCA.
1. Addendum. This EPSLA governs Customer's purchase of Equipment and license of
Licensed Software (and, if set forth in an Ordering Document, related Services) from Motorola,
and will form part of the Parties' Agreement.
2. Delivery of Equipment and Licensed Software.
2.1. Delivery and Risk of Loss. Motorola will provide to Customer the Products (and, if
applicable, related Services) set forth in an Ordering Document, in accordance with the terms of
the Agreement. Motorola will, using commercially reasonable practices, pack the ordered
Equipment and ship such Equipment to the Customer address set forth in the applicable Ordering
Document or otherwise provided by Customer in writing, using a carrier selected by Motorola.
Notwithstanding the foregoing, delivery of Equipment(and any incorporated Licensed Software)
Will occur, and title and risk of loss for the Equipment will pass to Customer, upon shipment by
Motorola in accordance with Ex Works, Motorola's premises (Incoterms 2020). Customer will pay
all shipping costs,taxes, and other charges applicable to the shipment and import or export of the
Products and Services, as applicable,and Customer will be responsible for reporting the Products
for personal property tax purposes. Delivery of Licensed Software for installation on Equipment
or Customer-Provided Equipment will occur upon the earlier of (a) electronic delivery of the
Licensed Software by Motorola, and (b) the date Motorola otherwise makes the Licensed
Software available for download by Customer. If agreed upon in an Ordering Document, Motorola
will also provide Services related to such Products.
2.2. Delays. Any shipping dates set forth in an Ordering Document are approximate, and while
Motorola will make reasonable efforts to ship Products by any such estimated shipping date,
Motorola will not be liable for any delay or related damages to Customer. Time for delivery will
not be of the essence, and delays will not constitute grounds for cancellation, penalties,
termination, or a refund.
2.3. Beta Services. If Motorola makes any beta version of a software application ("Beta
Service") available to Customer, Customer may choose to use such Beta Service at its own
discretion, provided, however, that Customer will use the Beta Service solely for purposes of
Customer's evaluation of such Beta Service, and for no other purpose. Customer acknowledges
and agrees that all Beta Services are offered"as-is"and without any representations or warranties
or other commitments or protections from Motorola. Motorola will determine the duration of the
evaluation period for any Beta Service, in its sole discretion, and Motorola may discontinue any
Beta Service at any time. Customer acknowledges that Beta Services, by their nature, have not
been fully tested and may contain defects or deficiencies.
3. Licensed Software License and Restrictions.
3.1. Licensed Software License. Subject to Customer's and its Authorized Users' compliance
with the Agreement (including payment terms), Motorola hereby grants Customer and its
Equipment Purchase and Software 1
License Addendum V.2023.02.20
Authorized Users a limited, non-transferable, non-sublicenseable, and non-exclusive license to
use the Licensed Software identified in an Ordering Document, in object code form only, and the
associated Documentation, solely in connection with the Equipment provided by Motorola or
authorized Customer-Provided Equipment(as applicable, the"Designated Products")and solely
for Customer's internal business purposes. Unless otherwise stated in an Addendum or the
Ordering Document, the foregoing license grant will be limited to the number of licenses set forth
in the applicable Ordering Document and will continue for the life of the applicable Designated
Product. Except as otherwise permitted in an applicable Addendum or Ordering Document,
Customer may install, access, and use Licensed Software only in Customer's owned or controlled
facilities, including any authorized mobile sites; provided, however, that Authorized Users using
authorized mobile or handheld devices may also log into and access the Licensed Software
remotely from any location.
3.2. Subscription License Model. If the Parties mutually agree that any Licensed Software
purchased under this EPSLA will be replaced with or upgraded to Subscription Software, then
upon such time which the Parties execute the applicable Ordering Document,the licenses granted
under this EPSLA will automatically terminate, and such Subscription Software will be governed
by the terms of the applicable Addendum under this Agreement.
3.3. Customer Restrictions. Customers and Authorized Users will comply with the applicable
Documentation in connection with their use of the Products. Customer will not and will not allow
others, including the Authorized Users, to: (a) make the Licensed Software available for use by
unauthorized third parties, including via a commercial rental or sharing arrangement; (b) reverse
engineer, disassemble, or reprogram the Licensed Software or any portion thereof to a human-
readable form; (c) modify, create derivative works of, or merge the Licensed Software with other
software or equipment; (d) copy, reproduce, distribute, lend, lease, or transfer the Licensed
Software or Documentation for or to any third party without the prior express written permission
of Motorola; (e) take any action that would cause the Licensed Software or Documentation to be
placed in the public domain; (f) use the Licensed Software to compete with Motorola; or (g)
remove, alter, or obscure, any copyright or other notice.
3.4. Copies. Customer may make one (1) copy of the Licensed Software solely for archival,
backup, or disaster recovery purposes during the term of the applicable Licensed Software
license. Customer may make as many copies of the Documentation reasonably required for the
internal use of the Licensed Software during such Licensed Software's license term. Unless
otherwise authorized by Motorola in writing, Customer will not, and will not enable or allow any
third party to: (a) install a licensed copy of the Licensed Software on more than one (1) unit of a
Designated Product; or (b) copy onto or transfer Licensed Software installed in a unit of a
Designated Product onto another device. Customer may temporarily transfer Licensed Software
installed on a Designated Product to another device if the Designated Product is inoperable or
malfunctioning, if Customer provides written notice to Motorola of the temporary transfer and
identifies the device on which the Licensed is transferred. Temporary transfer of the Licensed
Software to another device must be discontinued when the original Designated Product is
returned to operation and the Licensed Software must be removed from the other device.
Customer must provide prompt written notice to Motorola at the time temporary transfer is
discontinued.
3.5. Resale of Equipment. Equipment contains embedded Licensed Software. If Customer
desires to sell its used Equipment to a third party, Customer must first receive prior written
authorization from Motorola and obtain written acceptance of the applicable Licensed Software
license terms, including the obligation to pay relevant license fees, from such third party.
Equipment Purchase and Software 2
License Addendum V.2023.02.20
4. Term.
4.1. Term. The term of this EPSLA (the "EPSLA Term") will commence upon either (a) the
Effective Date of the MCA, if this EPSLA is attached to the MCA as of such Effective Date, or(b)
the EPSLA Date set forth on the signature page below, if this EPSLA is executed after the MCA
Effective Date, and will continue until the later of(i)three(3)years afterthe first order for Products
is placed via an Ordering Document, or (ii) the expiration of all applicable warranty periods (as
set forth in Section 6.1 — Motorola Warranties below) under this EPSLA, unless this EPSLA or
the Agreement is earlier terminated in accordance with the terms of the Agreement.
4.2. Termination. Notwithstanding the termination provisions of the MCA, Motorola may
terminate this EPSLA (and any Ordering Documents hereunder) immediately upon notice to
Customer if Customer breaches Section 3 — Licensed Software License and Restrictions of
this EPSLA, or any other provision related to Licensed Software license scope or restrictions set
forth in an Ordering Document, EULA, or other applicable Addendum. For clarity, upon
termination or expiration of the EPSLA Term, all Motorola obligations under this EPSLA(including
with respect to Equipment and Licensed Software delivered hereunder)will terminate. If Customer
desires to purchase additional Services in connection with such Equipment or Licensed Software,
Customer may enter into a separate Addendum with Motorola, governing such Services.
Customer acknowledges that Motorola made a considerable investment of resources in the
development, marketing, and distribution of the Licensed Software and Documentation, and that
Customer's breach of the Agreement will result in irreparable harm to Motorola forwhich monetary
damages would be inadequate. If Licensee breaches this Agreement, in addition to termination,
Motorola will be entitled to all available remedies at law or in equity, including immediate injunctive
relief and repossession of all non-embedded Licensed Software and associated Documentation.
4.3. Equipment as a_Service. In the event that Customer purchases any Equipment at a price
below the MSRP for such Equipment in connection Customer entering into a fixed- or minimum
required4erm agreement for Subscription Software, and Customer or Motorola terminates the
Agreement, this EPSLA, or other applicable Addendum (such as the Addendum governing the
purchase of such Subscription Software) prior to the expiration of such fixed- or minimum
required-term, then Motorola will have the right to invoice Customer for, and Customer will pay,
the amount of the discount to the MSRP for the Equipment or such other amount set forth in the
applicable Addendum or Ordering Document. This Section will not limit any other remedies
Motorola may have with respect to an early termination.
5. Payment. Customer will pay invoices for the Products and Services provided under this
EPSLA in accordance with the invoice payment terms set forth in the MCA. Generally, invoices
are issued after shipment of Equipment or upon Motorola's delivery of Licensed Software (in
accordance with Section 2.1 — Delivery and Risk of Loss), as applicable, but if a specific
invoicing or payment schedule is set forth in the applicable Ordering Document, EULA or other
Addendum, such schedule will control with respect to the applicable Products and Services
referenced therein. Motorola will have the right to suspend future deliveries of Products and
Services if Customer fails to make any payments when due.
6. Representations and Warranties; Liability.
6.1. Motorola Warranties. Subject to the disclaimers and exclusions set forth in the MCA and
this EPSLA, (a) for a period of one (1) year commencing upon the delivery of Motorola-
manufactured Equipment under Section 2.1 —Delivery and Risk of Loss, Motorola represents
and warrants that such Motorola-manufactured Equipment, under normal use, will be free from
material defects in materials and workmanship; (b) to the extent permitted by the providers of
third-party software or hardware included in the Products and Services, Motorola will pass through
Equipment Purchase and Software 3
License Addendum V,2023.02.20
to Customer any warranties provided by such third parties, which warranties will apply for the
period defined by the applicable third party; and (c)for a period of ninety (90)days commencing
upon the delivery of Motorola-owned Licensed Software under Section 2.1 —Delivery and Risk
of Loss, Motorola represents and warrants that such Licensed Software, when used in
accordance with the Documentation and the Agreement, will be free from reproducible defects
that prevent operation of features critical to the primary functionality or successful operation of
the Motorola-developed Licensed Software (as determined by Motorola). The warranty set forth
in subsection (c) will be referred to as the "Motorola Licensed Software Warranty". As
Customer's sole and exclusive remedy for any breach of the Motorola Licensed Software
Warranty, Motorola will use commercially reasonable efforts to remedy the material defect in the
applicable Licensed Software; provided, however, that if Motorola does not remedy such material
defect within a reasonable time, then at Motorola's sole option, Motorola will either replace the
defective Licensed Software with functionally-equivalent software, provide substitute software to
Customer, or terminate the applicable software license and refund any paid license fees to
Customer on a pro-rats basis. For clarity, the Motorola Licensed Software Warranty applies only
to the most current version of the Licensed Software issued by Motorola, and issuance of updated
versions of any Licensed Software does not result in a renewal or extension of the Motorola
Licensed Software Warranty beyond the ninety (90) day warranty period.
6.2. ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGES
SET FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT
TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) DEFECTS IN OR
DAMAGE TO PRODUCTS RESULTING FROM USE OTHER THAN IN THE NORMAL
AUTHORIZED MANNER, OR FROM ACCIDENT, LIQUIDS, OR NEGLECT; (B) TESTING,
MAINTENANCE, REPAIR, INSTALLATION, OR MODIFICATION BY PARTIES OTHER THAN
MOTOROLA; (C)CUSTOMER'S OR ANY AUTHORIZED USER'S FAILURE TO COMPLY WITH
INDUSTRY AND OSHA OR OTHER LEGAL STANDARDS; (D) DAMAGE TO RADIO
ANTENNAS, UNLESS CAUSED BY DEFECTS IN MATERIAL OR WORKMANSHIP; (E)
EQUIPMENT WITH NO SERIAL NUMBER; (F)BATTERIES OR CONSUMABLES; (G)FREIGHT
COSTS FOR SHIPMENT TO REPAIR DEPOTS; (H) COSMETIC DAMAGE THAT DOES NOT
AFFECT OPERATION; (1) NORMAL WEAR AND TEAR; (J) ISSUES OR OBSOLESCENCE OF
LICENSED SOFTWARE DUE TO CHANGES IN CUSTOMER OR AUTHORIZED USER
REQUIREMENTS, EQUIPMENT, OR SYSTEMS; (K) TRACKING AND LOCATION-BASED
SERVICES; OR(L)BETA SERVICES.
6.3. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the
purchase price for the disclaimed or excluded issues in the MCA or Section 6.2 — Additional
Exclusions above, but if Motorola agrees to provide Services to help resolve such issues,
Customer will reimburse Motorola for its reasonable time and expenses, including by paying
Motorola any Fees set forth in an Ordering Document for such Services, if applicable.
7. Copyright Notices.The existence of a copyright notice on any Licensed Software will not
be construed as an admission or presumption of publication of the Licensed Software or public
disclosure of any trade secrets associated with the Licensed Software.
8. Survival. The following provisions will survive the expiration or termination of this EPSLA
for any reason: Section 3— Licensed Software License and Restrictions; Section 4—Term;
Section 6— Payment; Section 6.2—Additional Exclusions; Section 8--Survival.
Equipment Purchase and Software 4
License Addendum V.2023.02.20
Data Processing Addendum
This Data Processing Addendum, including its Schedules and Annexes ("DPA"), forms part of the
Motorola Solutions Customer Agreement ("MCA" or "Agreement")} to reflect the parties'
agreement with regard to the Processing of Customer Data, which may include Personal Data.
In the event of a conflict between this DPA, the MCA or any Schedule, Annex or other addenda
to the MCA, this DPA must prevail.
When Customer renews or purchases new Products or Services, the then-current DPA must
apply and must not change during the applicable Term. When Motorola provides new features
or supplements the Product or Service, Motorola may provide additional terms or make updates
to this DPA that must apply to Customer's use of those new features or supplements.
1. Definitions.
All capitalized terms not defined herein must have the meaning set forth in the Agreement.
"Customer Data" means data including images, text, videos, and audio, that are provided to
Motorola by, through, or on behalf of Customer and its Authorized Users or their end users,
through the use of the Products and Services. Customer Data does not include Customer Contact
Data, Service Use Data, other than that portion comprised of Personal Information, or Third Party
Data.
"Customer Contact Data" means data Motorola collects from Customer, its Authorized Users,
and their end users for business contact purposes, including without limitation marketing,
advertising, licensing, and sales purposes.
"Data Protection Laws" means all data protection laws and regulations applicable to a Party
with respect to the Processing of Personal Data under the Agreement.
"Data Subjects" means the identified or identifiable person to whom Personal Data relates.
"Metadata" means data that describes other data.
"Motorola Data" means data owned by Motorola and made available to Customer in connection
with the Products and Services.
"Personal Data" or "Personal Information" means any information relating to an identified or
identifiable natural person transmitted to Motorola by, through, or on behalf of Customer and its
Authorized Users or their end users as part of Customer Data. An identifiable natural person is
one who can be identified, directly or indirectly, in particular by reference to an identifier such as
a name, an identification number, location data, an online identifier or to one or more factors
specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that
natural person.
"Process" or "Processing" means any operation or set of operations which is performed on
Personal Data or on sets of Personal Data, whether or not by automated means, such as
collection, recording, copying, analyzing, caching, organization, structuring, storage, adaptation,
or alteration retrieval, consultation, use, disclosure by transmission, dissemination or ot
herwise
making available, alignment or combination, restriction, erasure or destruction.
Data Processing Addendum V.2022.12 1
"Security Incident" means an incident leading to the accidental or unlawful destruction, loss,
alteration or disclosure of, or access to Customer Data, which may include Personal Data, while
processed by Motorola.
"Service Use Data" means data generated about the use of the Products and Services through
Customer's use or Motorola's support of the Products and Services, which may include Metadata,
Personal Data, product performance and error information, activity logs, and date and time of use.
"Sub-processor" means other processors engaged by Motorola to Process Customer Data
which may include Personal Data.
"Third Party Data" means information obtained by Motorola from publicly available sources or
its third party content providers and made available to Customer through the Products or Services.
2. Processing of Customer Data
2.1. Roles of the Parties. The Parties agree that with regard to the Processing of Personal
Data hereunder, Customer is the Controller and Motorola is the Processor who may engage Sub-
processors pursuant to the requirements of Section 6 entitled "Sub-processors" below.
2.2. Motorola's Processing of Customer Data. Motorola and Customer agree that Motorola
may only use and Process Customer Data, including the Personal Information embedded in
Service Use Data, in accordance with applicable law and Customer's documented instructions for
the following purposes: (i) to perform Services and provide Products under the Agreement; (11)
analyze Customer Data to operate, maintain, manage, and improve Motorola products and
services; and (iii) create new products and services. Customer agrees that its Agreement
(including this DPA), along with the Product and Service Documentation and Customer's use and
configuration of features in the Products and Services, are Customer's complete and final
documented instructions to Motorola for the processing of Customer Data. Any additional or
alternate instructions must be agreed to according to the process for amending Customer's
Agreement. Customer represents and warrants to Motorola that Customer's instructions,
including appointment of Motorola as a Processor or sub-processor, have been authorized by the
relevant controller. Customer Data may be processed by Motorola at any of its global locations
and/or disclosed to Subprocessors. It is Customer's responsibility to notify Authorized Users of
Motorola's collection and use of Customer Data, and to obtain any required consents, provide all
necessary notices, and meet any other applicable legal requirements with respect to such
collection and use. Customer represents and warrants to Motorola that it has complied with the
terms of this provision.
2.3. Details of Processing. The subject-matter of Processing of Personal Data by Motorola
hereunder, the duration of the Processing, the categories of Data Subjects and types of Personal
Data are set forth on Annex I to this DPA.
2.4. Disclosure of Processed Data. Motorola must not disclose to or share any Customer
Data with any third party except to Motorola's sub-processors, suppliers and channel partners as
necessary to provide the products and services unless permitted under this Agreement,
authorized by Customer or required by law. In the event a government or supervisory authority
demands access to Customer Data, to the extent allowable by law, Motorola must provide
Customer with notice of receipt of the demand to provide sufficient time for Customer to seek
appropriate relief in the relevant jurisdiction. In all circumstances, Motorola retains the right to
comply with applicable law. Motorola must ensure that its personnel are subject to a duty of
Data Processing Addendum V.2022.12 2
confidentiality, and will contractually obligate its sub-processors to a duty of confidentiality, with
respect to the handling of Customer Data and any Personal Data contained in Service Use Data.
2.5. Customer's Obligations. Customer is solely responsible for its compliance with all Data
Protection Laws and establishing and maintaining its own policies and procedures to ensure such
compliance. Customer must not use the Products and Services in a manner that would violate
applicable Data Protection Laws. Customer must have sole responsibility for(i)the lawfulness of
any transfer of Personal Data to Motorola, (ii)the accuracy, quality, and legality of Personal Data
provided to Motorola; (iii) the means by which Customer acquired Personal Data, and (iv) the
provision of any required notices to, and obtaining any necessary acknowledgements,
authorizations or consents from Data Subjects. Customer takes full responsibility to keep the
amount of Personal Data provided to Motorola to the minimum necessary for Motorola to perform
in accordance with the Agreement. Customer must be solely responsible for its compliance with
applicable Data Protection Laws.
2.6. Customer Indemnity. Customer will defend, indemnify, and hold Motorola and its
subcontractors harmless from and against any and all damages, losses, liabilities, and expenses
(including reasonable fees and expenses of attorneys) arising from any actual or threatened
third-party claim, demand, action, or proceeding arising from or related to Customer's failure to
comply with its obligations under this Agreement and/or applicable Data Protection Laws.
Motorola will give Customer prompt, written notice of any claim subject to the foregoing
indemnity. Motorola will, at its own expense, cooperate with Customer in its defense or
settlement of the claim.
2.7. Motorola's Indemnity. Motorola will defend, indemnify, and hold Customer, its City
Council, employees, agents and representatives harmless from and against any and all
damages, losses, liabilities, and expenses (including reasonable fees and expenses of
attorneys)arising from any actual or threatened third-party claim,demand,action, or proceeding
arising from or related to Motorola's failure to comply with its obligations under this Agreement
and/or applicable U.S. Data Privacy Protection Laws. Customer will give Motorola prompt,written
notice of any claim subject to the foregoing indemnity.
3. Service Use Data. Except to the extent that it is Personal Information, Customer
understands and agrees that Motorola may collect and use Service Use Data for its own purposes,
provided that such purposes are compliant with applicable Data Protection Laws. Service Use
Data may be processed by Motorola at any of its global locations and/or disclosed to
Subprocessors.
4. Third-Party Data and Motorola Data. Motorola Data and Third Party Data may be
available to Customer through the Products and Services. Customer and its Authorized Users
may use the Motorola Data and Third Party Data as permitted by Motorola and the applicable
third-party data provider, as described in the Agreement or applicable Addendum. Unless
expressly permitted in the Agreement or applicable Addendum, Customer must not, and must
ensure its Authorized Users must not: (a) use the Motorola Data or Third-Party Data for any
purpose other than Customer's internal business purposes or disclose the data to third parties;
(b) "white label" such data or otherwise misrepresent its source or ownership, or resell, distribute,
sublicense, or commercially exploit the data in any manner; (c) use such data in violation of
applicable laws ; (d) use such data for activities or purposes where reliance upon the data could
lead to death, injury, or property damage; (e) remove, obscure, alter, or falsify any marks or
proprietary rights notices indicating the source, origin, or ownership of the data; or(f) modify such
data or combine it with Customer Data or other data or use the data to build databases.Additional
Data Processing Addendum V.2022.12 3
restrictions may be set forth in the Agreement or applicable Addendum. Any rights granted to
Customer or Authorized Users with respect to Motorola Data or Third-Party Data must
immediately terminate upon termination or expiration of the applicable Addendum, Ordering
Document, or the MCA. Further, Motorola or the applicable Third Party Data provider may
suspend, change, or terminate Customer's or any Authorized User's access to Motorola Data or
Third-Party Data if Motorola or such Third Party Data provider believes Customer's or the
Authorized User's use of the data violates the Agreement, applicable law or by Motorola's
agreement with the applicable Third Party Data provider. Upon termination of Customer's rights
to use of any Motorola Data or Third-Party Data, Customer and all Authorized Users must
immediately discontinue use of such data, delete all copies of such data, and certify such deletion
to Motorola. Notwithstanding any provision of the Agreement to the contrary, Motorola has no
liability for Third-Party Data or Motorola Data available through the Products and Services.
Motorola and its Third Party Data providers reserve all rights in and to Motorola Data and Third-
Party Data not expressly granted in an Addendum or Ordering Document.
5. Motorola as a Controller or Joint Controller. In all instances where Motorola acts as a
Controller it must comply with the applicable provisions of the Motorola Privacy Statement at
https://www.motorolasolutions.com/en_us/about/privacy-policy.html#privacystatement as each
may be updated from time to time. Motorola holds all Customer Contact Data as a Controller and
must Process such Customer Contact Data in accordance with the Motorola Privacy Statement.
In instances where Motorola is acting as a Joint Controller with Customer, the Parties must enter
into a separate addendum to the Agreement to allocate the respective roles as joint controllers.
6. Sub-processors.
6.1. Use of Sub-processors. Customer agrees that Motorola may engage Sub-processors
who in turn may engage Sub-processors to Process Personal Data in accordance with the DPA.
A current list of Sub-processors is set forth at Annex III. When engaging Sub-processors,
Motorola must enter into agreements with the Sub-processors to bind them to obligations which
are substantially similar or more stringent than those set out in this DPA.
6.2. Changes to Sub-processing. The Customer hereby consents to Motorola engaging
Sub-processors to process Customer Data provided that: (i) Motorola must use its reasonable
endeavors to provide at least 10 days' prior notice of the addition or removal of any Sub-
processor, which may be given by posting details of such addition or removal at a URL provided
to Customer in Annex III; (ii) Motorola imposes data protection terms on any Sub-processor it
appoints that protect the Customer Data to the same standard provided for by this Addendum;
and (iii) Motorola remains fully liable for any breach of this clause that is caused by an act, error
or omission of its Sub-processor(s). The Customer may object to Motorola's appointment or
replacement of a Sub-processor prior to its appointment or replacement, provided such objection
is based on reasonable grounds relating to data protection. In such event, Motorola will either
appoint or replace the Sub-processor or, if in Motorola's discretion this is not feasible, the
Customer may terminate this Agreement and receive a pro-rata refund of any prepaid service or
support fees as full satisfaction of any claim arising out of such termination.
6.3. Data Subject Requests. Motorola must, to the extent legally permitted, promptly notify
Customer if it receives a request from a Data Subject, including without limitation requests for
access to, correction, amendment, transport or deletion of such Data Subject's Personal Data
and, to the extent applicable, Motorola must provide Customer with commercially reasonable
cooperation and assistance in relation to any complaint, notice, or communication from a Data
Subject. Customer must respond to and resolve promptly all requests from Data Subjects which
Data Processing Addendum V.2022.12 4
Motorola provides to Customer. Customer must be responsible for any reasonable costs arising
from Motorola's provision of such assistance under this Section.
7. Data Transfers
Motorola agrees that it must not make transfers of Personal Data under this Agreement from one
jurisdiction to another unless such transfers are performed in compliance with this Addendum and
applicable Data Protection Laws. Motorola agrees to enter into appropriate agreements with its
affiliates and Sub-processors, which will permit Motorola to transfer Personal Data to its affiliates
and Sub-processors. Motorola agrees to amend as necessary its agreement with Customer to
permit transfer of Personal Data from Motorola to Customer. Motorola also agrees to assist the
Customer in entering into agreements with its affiliates and Sub-processors if required by
applicable Data Protection Laws for necessary transfers.
8. Security. Motorola must implement appropriate technical and organizational measures
to ensure a level of security appropriate to the risk posed by the Processing of Personal Data,
taking into account the costs of implementation; the nature, scope, context, and purposes of the
Processing; and the risk of varying likelihood and severity of harm to the data subjects. The
appropriate technical and organizational measures implemented by Motorola are set forth in
Annex III. In assessing the appropriate level of security, Motorola must weigh the risks presented
by Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorized
disclosure of, or access to personal data transmitted, stored or otherwise Processed.
9. Security Incident Notification. If Motorola becomes aware of a Security Incident, then
Motorola must(i) notify Customer of the Security Incident without undue delay, (ii) investigate the
Security Incident and apprise Customer of the details of the Security Incident and (iii) take
commercially reasonable steps to stop any ongoing loss of Personal Data due to the Security
Incident if in the control of Motorola. Notification of a Security Incident must not be construed as
an acknowledgement or admission by Motorola of any fault or liability in connection with the
Security Incident. Motorola must make reasonable efforts to assist Customer in fulfilling
Customer's obligations under Data Protection Laws to notify the relevant supervisory authority
and Data Subjects about such incident.
10. Data Retention and Deletion.
Except for anonymized Customer Data, as described above, or as otherwise provided under the
Agreement, Motorola must delete all Customer Data no later than ninety (90) days following
termination or expiration of the MCA or the applicable Addendum or Ordering Document unless
otherwise required to comply with applicable law.
11. Audit Rights
11.1 Periodic Audit. Motorola will allow Customer to perform an audit of reasonable scope
and duration of Motorola operations relevant to the Products and Services purchased under the
Agreement, at Customer's sole expense, for verification of compliance with the technical and
organizational measures set forth in Annex II if (i) Motorola notifies Customer of a Security
Incident that results in actual compromise to the Products and/or Services purchased; or (ii) if
Customer reasonably believes Motorola is not in compliance with its security commitments under
this DPA, or(iii) if such audit is legally required by the Data Protection Laws. Any audit must be
conducted in accordance with the procedures set forth in Section 11.3 of this DPA and may not
be conducted more than one time per year. If any such audit requires access to confidential
Data Processing Addendum V.2022.12 5
information of Motorola's other customers, suppliers or agents, such portion of the audit may only
be conducted by Customer's nationally recognized independent third party auditors in accordance
with the procedures set forth in Section 11.3 of this DPA. Unless mandated by GDPR or
otherwise mandated by law or court order, no audits are allowed within a data center for security
and compliance reasons. Motorola must, in no circumstances, provide Customer with the ability
to audit any portion of its software, products, and services which would be reasonably expected
to compromise the confidentiality of any third party's information or Personal Data.
11.2 Satisfaction of Audit Request. Upon receipt of a written request to audit, and subject to
Customer's agreement, Motorola may satisfy such audit request by providing Customer with a
confidential copy of a Motorola's applicable most recent third party security review performed by
a nationally recognized independent third party auditor, such as a SOC2 Type II report or ISO
27001 certification, in order that Customer may reasonably verify Motorola's compliance with
national standards.
11.3 Audit Process. Customer must provide at least sixty days (60) days prior written notice
to Motorola of a request to conduct the audit described in Section 11.1. All audits must be
conducted during normal business hours, at applicable locations or remotely, as designated by
Motorola. Audit locations, if not remote will generally be those location(s)where Customer Data
is accessed, or Processed. The audit must not unreasonably interfere with Motorola's day to day
operations. An audit must be conducted at Customer's sole cost and expense and subject to the
terms of the confidentiality obligations set forth in the Agreement. Before the commencement of
any such audit, Motorola and Customer must mutually agree upon the time, and duration of the
audit. Motorola must provide reasonable cooperation with the audit, including providing the
appointed auditor a right to review, but not copy, Motorola security information or materials
provided such auditor has executed an appropriate non-disclosure agreement. Motorola's policy
is to share methodology and executive summary information, not raw data or private information.
Customer must, at no charge, provide to Motorola a full copy of all findings of the audit.
12. Regulation Specific Terms
12.1. HIPAA Business Associate. If Customer is a "covered entity" or a "business associate"
and includes "protected health information" in Customer Data as those terms are defined in 45
CFR § 160.103, execution of the MCA includes execution of the Motorola HIPAA Business
Associate Agreement Addendum ("BAA"). Customer may opt out of the BAA by sending the
following information to Motorola in a written notice under the terms of the Customer's Agreement:
"Customer and Motorola agree that no Business Associate Agreement is required. Motorola is
not a Business Associate of Customer's, and Customer agrees that it will not share or provide
access to Protected Health Information to Motorola or Motorola's subprocessors."
12.2. FERPA. If Customer is an educational agency or institution to which regulations under
the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g (FERPA), apply, Motorola
acknowledges that for the purposes of the DPA, Motorola is a "school official" with "legitimate
educational interests" in the Customer Data, as those terms have been defined under FERPA
and its implementing regulations, and Motorola agrees to abide by the limitations and
requirements imposed by 34 CFR 99.33(a) on school officials. Customer understands that
Motorola may possess limited or no contact information for Customer's students and students'
parents. Consequently, Customer must be responsible for obtaining any parental consent for any
end user's use of the Online Service that may be required by applicable law and to convey
notification on behalf of Motorola to students (or, with respect to a student under 18 years of age
and not in attendance at a post-secondary institution, to the student's parent) of any judicial order
Data Processing Addendum V.2022.12 6
or lawfully-issued subpoena requiring the disclosure of Customer Data in Motorola's possession
as may be required under applicable law.
12.3. CJIS. Motorola agrees to support the Customer's obligation to comply with the Federal
Bureau of Investigation Criminal Justice Information Services (CJIS) Security Policy and must
comply with the terms of the CJIS Security Addendum for the Term of this Agreement and such
CJIS Security Addendum is incorporated herein by reference. Customer hereby consents to allow
Motorola "screened" personnel as defined by the CJIS Security Policy to serve as an authorized
"escort"within the meaning of CJIS Security Policy for escorting unscreened Motorola personnel
that require access to unencrypted Criminal Justice Information for purposes of Tier 3 support
(e.g. troubleshooting or development resources). In the event Customer requires access to
Service Use Data for its compliance with the CJIS Security Policy, Motorola must make such
access available following Customer's request. Notwithstanding the foregoing, in the event the
MCA or applicable Ordering Document terminates, Motorola must carry out deletion of Customer
Data in compliance with Section 10 herein and may likewise delete Service Use Data within the
time frame specified therein. To the extent Customer objects to deletion of its Customer Data or
Service Use Data and seeks retention for a longer period, it must provide written notice to
Motorola prior to expiration of the 30 day period for data retention to arrange return of the
Customer Data and retention of the Service Use Data for a specified longer period of time.
12.4. CCPA 1 CPRA. If Motorola is Processing Personal Data within the scope of the California
Consumer Protection Act("CCPA")and/or the California Privacy Rights Act("CPRA")(collectively
referred to as the "California Privacy Acts"), Customer acknowledges that Motorola is a "Service
Provider" within the meaning of California Privacy Acts. Motorola must process Customer Data
and Personal Data on behalf of Customer and, not retain, use, or disclose that data for any
purpose other than for the purposes set out in this DPA and as permitted under the California
Privacy Acts, including under any "sale" exemption. If a California Privacy Act applies, Personal
Data must also include any data identified with the California Privacy Act or Act's definition of
personal data. Motorola shall provide Customer with notice should it determine that it can no
longer meet its obligations under the California Privacy Acts, and the parties agree that, if
appropriate and reasonable, Customer may take steps necessary to stop and remediate
unauthorized use of the impacted Personal Data.
12.5 CPA, CTDPA, VTDPA. If Motorola is Processing Personal Data within the scope of the
Colorado Privacy Rights Act("CPA"), the Connecticut Data Privacy Act("CTDPA"), or the Virginia
Consumer Data Protection Act ("VCDPA") Motorola will comply with its obligations under the
applicable legislation, and shall make available to Customer all information in its possession
necessary to demonstrate compliance with obligations in accordance with such legislation.
Motorola Contact. If Customer believes that Motorola is not adhering to its privacy or security
obligations hereunder, Customer must contact the Motorola Data Protection Officer at Motorola
Solutions, Inc., 500 W. Monroe, Chicago, IL USA 90661-3618 or at
privacy1 @motorolasolutions.com.
Data Processing Addendum V.2022.12 7
ANNEX
A. LIST OF PARTIES
Data exporter(s): [Identity and contact details of the data exporter(s) and, where applicable, of
its/their data protection officer and/or representative in the European Union]
1.
Name: ...
Address: ...
Contact person's name, position and contact details: ...
Activities relevant to the data transferred under these Clauses: ...
Signature and date: ...
Role (controller/processor): Controller
2.
Data importer(s): [Identity and contact details of the data importer(s), including any contact person
with responsibility for data protection]
1.
Name: Motorola Solutions, Inc.
Address: ...
Contact person's name, position and contact details: ...
Activities relevant to the data transferred under these Clauses: ...
Signature and date: ...
Role (controller/processor): Processor
2. ...
B. DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
Data Processing Addendum V.2022.12 1
Data subjects include the data exporter's representatives and end-users including employees,
contractors, collaborators, and customers of the data exporter. Data subjects may also include
individuals attempting to communicate or transfer personal information to users of the services
provided by data importer. Motorola acknowledges that, depending on Customer's use of the Online
Service, Customer may elect to include personal data from any of the following types of data subjects
in the Customer Data:
• Employees, contractors, and temporary workers (current, former, prospective) of data
exporter;
• Dependents of the above;
• Data exporter's collaborators/contact persons(natural persons) or employees, contractors or
temporary workers of legal entity collaborators/contact persons (current, prospective,
former);
• Users (e.g., customers, clients, patients, visitors, etc.) and other data subjects that are users
of data exporter's services;
• Partners, stakeholders or individuals who actively collaborate, communicate or otherwise
interact with employees of the data exporter and/or use communication tools such as apps
and websites provided by the data exporter;
• Stakeholders or individuals who passively interact with data exporter(e_g., because they are
the subject of an investigation, research or mentioned in documents or correspondence from
or to the data exporter);
• Minors; or
• Professionals with professional privilege (e.g., doctors, lawyers, notaries, religious workers,
etc.).
Categories of personal data transferred
Customer's use of the Products and Services, Customer may elect to include personal data from
any of the following categories in the Customer Data:
• Basic personal data (for example place of birth, street name, and house number (address),
Agreemental code, city of residence, country of residence, mobile phone number,first name,
last name, initials, email address, gender, date of birth), including basic personal data about
family members and children;
• Authentication data (for example user name, password or PIN code, security question, audit
trail);
• Contact information (for example addresses, email, phone numbers, social media identifiers;
emergency contact details);
• Unique identification numbers and signatures (for example Social Security number, bank
account number, passport and ID card number, driver's license number and vehicle
Data Processing Addendum V.2022.12 2
registration data, IP addresses, employee number, student number, patient number,
signature, unique identifier in tracking cookies or similar technology);
• Pseudonymous identifiers;
• Financial and insurance information(for example insurance number, bank account name and
number, credit card name and number, invoice number, income,type of assurance, payment
behavior, creditworthiness);
• Commercial Information (for example history of purchases, special offers, subscription
information, payment history);
• Biometric Information (for example DNA, fingerprints and iris scans);
• Location data (for example, Cell ID, geo-location network data, location by start calllend of
the call. Location data derived from use of wifi access points);
• Photos, video, and audio;
• Internet activity (for example browsing history, search history, reading, television viewing,
radio listening activities);
• Device identification (for example IMEI-number, SIM card number, MAC address);
• Profiling (for example based on observed criminal or anti-social behavior or pseudonymous
profiles based on visited URLs, click streams, browsing logs, IP-addresses, domains, apps
installed, or profiles based on marketing preferences);
• HR and recruitment data (for example declaration of employment status, recruitment
information (such as curriculum vitae,employment history, education history details),job and
position data, including worked hours, assessments and salary, work permit details,
availability,terms of employment,tax details, payment details, insurance details and location,
and organizations);
• Education data(for example education history, current education,grades and results, highest
degree achieved, learning disability);
• Citizenship and residency information (for example citizenship, naturalization status, marital
status, nationality, immigration status, passport data, details of residency or work permit); -
• Information processed for the performance of a task carried out in the public interest or in the
exercise of an official authority;
• Special categories of data (for example racial or ethnic origin, political opinions, religious or
philosophical beliefs, trade union membership, genetic data, biometric data for the purpose
of uniquely identifying a natural person, data concerning health, data concerning a natural
person's sex life or sexual orientation, or data relating to criminal convictions or offences); or
• Any other personal data identified under applicable law or regulation.
Data Processing Addendum V.2022.12 3
Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into
consideration the nature of the data and the risks involved, such as for instance strict purpose
limitation, access restrictions (including access only for staff having followed specialized training),
keeping a record of access to the data, restrictions for onward transfers or additional security
measures.
The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous
basis).
Data may be transferred on a continuous basis during the term of the MCA or other agreement to
which this DPA applies.
Nature of the processing
The nature, scope and purpose of processing personal data is to carry out performance of Motorola's
obligations with respect to provision of the Products and Services purchased under the MCA and
applicable Ordering Documents. The data importer utilizes a global network of data centers and
manage mentlsupport facilities, and processing may take place in any jurisdiction where data
importer or its sub-processors utilize such facilities.
Purpose(s) of the data transfer and further processing
The nature, scope and purpose of processing personal data is to carry out performance of Motorola's
obligations with respect to provision of the Products and Services purchased under the MCA and
applicable Ordering Documents. The data importer utilizes a global network of data centers and
management/support facilities, and processing may take place in any jurisdiction where data
importer or its sub-processors utilize such facilities.
The period for which the personal data will be retained, or, if that is not possible, the criteria used
to determine that period
Data retention is governed by Section 10 of this Data Processing Addendum
For transfers to (sub) processors, also specify subject matter, nature and duration of the
processing
Transfers to sub-processors will only be for carrying out the performance of Motorola's obligations
with respect to provision of the Products and Services purchased under the MCA and applicable
Ordering Documents. The data importer utilizes a global network of data centers and
manage mentlsupport facilities, and processing may take place in any jurisdiction where data
importer or its sub-processors utilize such facilities. In accordance with the DPA, the data exporter
agrees the data importer may hire other companies to provide limited services on data importer's
behalf, such as providing customer support. Any such sub-processors must be permitted to obtain
Customer Data only to deliver the services the data importer has retained them to provide, and they
are prohibited from using Customer Data for any other purpose.
Data Processing Addendum V.2022.12 4
ANNEX II
TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND
ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Measures of pseudonymization and encryption of personal data
Where technically feasible and when not impacting services provided:
• We minimize the data we collect to information we believe is necessary to communicate,
provide, and support products and services and information necessary to comply with legal
obligations.
• We encrypt in transit and at rest.
• We pseudonymize and limit administrative accounts that have access to reverse
pseudo nymization.
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of
processing systems and services
In order to ensure ongoing confidentiality, integrity, availability and resilience of processing systems
and services, Motorola Solutions Information Protection policy mandates the institutionalization of
information protection throughout solution development and operational lifecycles. Motorola
Solutions maintains dedicated security teams for its internal information security and its products and
services. Its security practices and policies are integral to its business and mandatory for all Motorola
Solutions employees and contractors The Motorola Chief Information Security Officer maintains
responsibility and executive oversight for such policies, including formal governance, revision
management, personnel education and compliance. Motorola Solutions generally aligns to the NIST
Cybersecurity Framework as well as ISO 27001.
Measures for ensuring the ability to restore the availability and access to personal data in a
timely manner in the event of a physical or technical incident
Security Incident Procedures Motorola Solutions maintains a global incident response plan to
address any physical or technical incident in an expeditious manner. Motorola maintains a record
of security breaches with a description of the breach, the time period, the consequences of the
breach, the name of the reporter, and to whom the breach was reported, and the procedure for
recovering data. For each security breach that is a Security Incident, notification will be made in
accordance with the Security Incident Notification section of this DPA.
Business Continuity and Disaster Preparedness Motorola maintains business continuity and disaster
preparedness plans for critical functions and systems within Motorola's control that support the
Products and Services purchased under the Agreement in order to avoid services disruptions and
minimize recovery risks.
Processes for regularly testing, assessing and evaluating the effectiveness of technical and
organizational measures in order to ensure the security of the processing
Data Processing Addendum V.2022.12 5
Motorola periodically evaluates its processes and systems to ensure continued compliance with
obligations imposed by law, regulation or contract with respect to the confidentiality, integrity,
availability, and security of Customer Data, including personal information. Motorola documents
the results of these evaluations and any remediation activities taken in response to such
evaluations. Motorola periodically has third party assessments performed against applicable
industry standards, such as ISO 27001, 27017, 27018 and 27701.
Measures for user identification and authorization
Identification and Authentication. Motorola uses industry standard practices to identify and
authenticate users who attempt to access Motorola information systems. Where authentication
mechanisms are based on passwords, Motorola requires that the passwords are at least eight
characters long and are changed regularly. Motorola uses industry standard password protection
practices, including practices designed to maintain the confidentiality and integrity of passwords
when they are assigned and distributed, and during storage.
Access Polio and Administration.. Motorola maintains a record of security privileges of individuals
having access to Customer Data. including personal information. Motorola maintains appropriate
processes for requesting, approving and administering accounts and access privileges in
connection with the Processing of Customer Data. Only authorized personnel may grant, alter or
cancel authorized access to data and resources. Where an individual has access to systems
containing Customer Data, the individuals are assigned separate, unique identifiers. Motorola
deactivates authentication credentials on a periodic basis.
Measures for the protection of data during transmission
Data is generally encrypted during transmission within the Motorola managed environments.
Encryption in transit is also generally required of any sub processors. Further, protection of data in
transit Is also achieved through the access controls, physical and environmental security, and
personnel security described throughout this Annex 11.
Measures for the protection of data during storage
Data is generally encrypted during storage within the Motorola managed environments. Encryption
in storage is also generally required of any sub-processors. Further, protection of data in storage is
also achieved through the access controls, physical and environmental security, and personnel
security described throughout this Annex II.
Measures for ensuring physical security of locations at which personal data are processed
Motorola maintains appropriate physical and environment security controls to prevent unauthorized
access to Customer Data, including personal information. This includes appropriate physical entry
controls to Motorola facilities such as card-controlled entry points, and a staffed reception desk to
protect against unauthorized entry. Access to controlled areas within a facility will be limited by job
role and subject to authorized approval. Use of an access badge to enter a controlled area will be
logged and such logs will be retained in accordance with Motorola policy. Motorola revokes
personnel access to Motorola facilities and controlled areas upon separation of employment in
accordance with Motorola policies. Motorola policies impose industry standard workstation, device
and media controls designed to further protect Customer Data, including personal information.
Data Processing Addendum V.2022.12 6
Measures for ensuring personnel security
Access to Customer Data. Motorola maintains processes for authorizing and supervising its
employees, and contractors with respect to monitoring access to Customer Data. Motorola
requires its employees, contractors and agents who have, or may be expected to have, access to
Customer Data to comply with the provisions of the Agreement, including this Annex and any other
applicable agreements binding upon Motorola.
Security and Privacy Awareness. Motorola must ensure that its employees and contractors
remain aware of industry standard security and privacy practices, and their responsibilities for
protecting Customer Data and Personal Data. This must include, but not be limited to, protection
against malicious software, password protection, and management, and use of workstations and
computer system accounts. Motorola requires periodic Information security training, privacy
training, and business ethics training for all employees and contract resources
Sanction Policy. Motorola maintains a sanction policy to address violations of Motorola's internal
security requirements as well as those imposed by law, regulation, or contract.
Background Checks. Motorola follows its standard mandatory employment verification
requirements for all new hires. In accordance with Motorola internal policy, these requirements
must be periodically reviewed and include, but may not be limited to, criminal background checks,
proof of identity validation and any additional checks as deemed necessary by Motorola.
Measures for ensuring events logging
Protection, and Response. Motorola assesses organization's effectiveness annually via external
assessors who report and share the assessment findings with Motorola Audit Services who tracks
any identified remediations. For more information, please see the Motorola Trust Center at
https://www.motorolasolutions.com/en us/about/trust-center/security.html
Measures for certification/assurance of processes and products
Motorola performs internal Secure Application Review and Secure Design Review security audits
and Production Readiness Review security readiness reviews prior to service release. Where
appropriate, privacy assessments are performed for Motorola's products and services.A risk register
is created as a result of internal audits with assignments tasked to appropriate personnel. Security
audits are performed annually with additional audits as needed. Additional privacy assessments,
including updated data maps, occur when material changes are made to the products or services.
Further, Motorola Solution has achieved AICPA SOC2 Type 2 reporting and ISO/IEC
27001:2013 certification for many of its development and support operations.
Measures for ensuring data minimization
Motorola Solutions policies require processing of all personal information in accordance with
applicable law, including when that law requires data minimization. Further, Motorola Solutions
Data Processing Addendum V.2022.12 7
conducts privacy assessments of its products and services and evaluates if those products and
services support the principles of processing, such as data minimization.
Measures for ensuring data qualify
Motorola Solutions policies require processing of all personal information in accordance with
applicable law, including when that law requires ensuring the quality and accuracy of data.
Further, Motorola Solutions conducts privacy assessments of its products and services and
evaluates if those products and services support the principles of processing, such as ensuring
data quality.
Measures for ensuring limited data retention
Motorola Solutions maintains a data retention policy that provides a retention schedule outlining
storage periods for personal data. The schedule is based on business needs and provides sufficient
information to identify all records and to implement disposal decisions in line with the schedule. The
policy is periodically reviewed and updated.
Measures for ensuring accountability
To ensure compliance with the principle of accountability, Motorola Solutions maintains a Privacy
Program which generally aligns its activities to both the Nymity Privacy Management and
Accountability Framework and MIST Privacy Framework. The Privacy Program is audited annually
by Motorola Solutions Audit Services.
Measures for allowing data portability and ensuring erasure
When subject to a data subject request to move, copy or transfer their personal data, Motorola
Solutions will provide personal data to the Controller in a structured, commonly used and machine
readable format. Where possible and if the Controller requests it, Motorola Solutions can directly
transmit the personal information to another organization.
For transfers to (sub)processors
If, in the course of providing products and services under the MCA, Motorola Solutions transfers
information containing personal data to third parties, said third parties will be subjected to a security
assessment and bound by obligations substantially similar, but at least as stringent, as those
included in this DPA.
Data Processing Addendum V.2022.12 8
ANNEX III
LIST OF SUB-PROCESSORS
EXPLANATORY NOTE:
This Annex must be completed in case of the specific authorization of sub-processors The controller
has authorized the use of the following sub-processors:
1.
Name: ...
Description of processing (including a clear delimitation of responsibilities in case several sub-
processors are authorized): ...
2.
Data Processing Addendum V.2022.12 9
Subscription Software Addendum
This Subscription Software Addendum (this"SSA") is entered into between Motorola Solutions, Inc.,
with offices at 600 W. Monroe Street, Suite 4400, Chicago, IL 60661 ("Motorola") and the entity set
forth in the signature block below or in the MCA ("Customer"), and will be subject to, and governed
by, the terms of the Motorola Solutions Customer Agreement entered into between the Parties,
effective as of , 2025(the"MCA"). Capitalized terms used in this SSA, but not defined
herein, will have the meanings set forth in the MCA.
1. Addendum. This SSA governs Customer's purchase of Subscription Software (and, if set
forth in an Ordering Document, related Services) from Motorola, and will form part of the Parties'
Agreement. Additional Subscription Software-specific Addenda or other terms and conditions may
apply to certain Subscription Software, where such terms are provided or presented to Customer.
2. Delivery of Subscription Software.
2.1. Delivery. During the applicable Subscription Term (as defined below), Motorola will provide
to Customer the Subscription Software set forth in an Ordering Document, in accordance with the
terms of the Agreement. Motorola will provide Customer advance notice (which may be provided
electronically) of any planned downtime. Delivery will occur upon Customer's receipt of credentials
required for access to the Subscription Software or upon Motorola otherwise providing access to the
Subscription Software. If agreed upon in an Ordering Document, Motorola will also provide Services
related to such Subscription Software.
2.2. Modifications. In addition to other rights to modify the Products and Services set forth in the
MCA, Motorola may modify the Subscription Software, any associated recurring Services and any
related systems so long as their functionality(as described in the applicable Ordering Document) is
not materially degraded. Documentation for the Subscription Software may be updated to reflect
such modifications. For clarity, new features or enhancements that are added to any Subscription
Software may be subject to additional Fees.
2.3. User Credentials. If applicable, Motorola will provide Customer with administrative user
credentials for the Subscription Software, and Customer will ensure such administrative user
credentials are accessed and used only by Customer's employees with training on their proper use.
Customer will protect, and will cause its Authorized Users to protect, the confidentiality and security
of all user credentials, including any administrative user credentials, and maintain user credential
validity, including by updating passwords. Customer will be liable for any use of the Subscription
Software through such user credential (including through any administrative user credentials),
including any changes made to the Subscription Software or issues or user impact arising therefrom.
To the extent Motorola provides Services to Customer in order to help resolve issues resulting from
changes made to the Subscription Software through user credentials, including through any
administrative user credentials, or issues otherwise created by Authorized Users, such Services will
be billed to Customer on a time and materials basis, and Customer will pay all invoices in accordance
with the payment terms of the MCA.
2.4. Beta Services. if Motorola makes any beta version of a software application ("Beta Service")
available to Customer, Customer may choose to use such Beta Service at its own discretion,
provided, however, that Customer will use the Beta Service solely for purposes of Customer's
evaluation of such Beta Service, and for no other purpose. Customer acknowledges and agrees that
all Beta Services are offered "as-is" and without any representations or warranties or other
commitments or protections from Motorola. Motorola will determine the duration of the evaluation
period for any Beta Service, in its sole discretion, and Motorola may discontinue any Beta Service at
Subscription Software Addendum V.2023.02.17 1
any time. Customer acknowledges that Beta Services, by their nature, have not been fully tested and
may contain defects or deficiencies.
3. Subscription Software License and Restrictions.
3.1. Subscription Software License. Subject to Customer's and its Authorized Users' compliance
with the Agreement, including payment terms, Motorola hereby grants Customer and its Authorized
Users a limited, non-transferable, non-sublicenseable, and non-exclusive license to use the
Subscription Software identified in an Ordering Document,and the associated Documentation,solely
for Customer's internal business purposes. The foregoing license grant will be limited to use in the
territory and to the number of licenses set forth in an Ordering Document (if applicable), and will
continue for the applicable Subscription Term. Customer may access, and use the Subscription
Software only in Customer's owned or controlled facilities, including any authorized mobile sites;
provided, however, that Authorized Users using authorized mobile or handheld devices may also log
into and access the Subscription Software remotely from any location. No custom development work
will be performed under this Addendum.
3.2. End User Licenses. Motorola may use, engage, resell, or otherwise interface with third-party
software, hardware or services providers (such as, for example, third-party end point detection and
response providers) and other sub-processors, who in turn may engage additional sub-processors
to process personal data and other Customer Data. Customer agrees that such third-party software
or services providers, sub-processors or their respective sub-processors may process and use
personal and other Customer Data in accordance with and subject to their own respective licenses
or terms and in accordance with applicable law. Customer authorizes and will provide and obtain all
required notices and consents, if any, and comply with other applicable legal requirements, if any,
with respect to such collection and use of personal data and other Customer Data by Motorola, and
its subcontractors, sub-processors and/or third-party software, hardware or services providers.
Notwithstanding any provision to the contrary, to the extent the use or performance of certain
Services is governed by any separate license, data requirement, EULA, privacy statement, or other
applicable agreement, including terms governing third-party software, hardware or services,
including open source software, Customer will comply, and ensure its Authorized Users comply,with
any such agreements or terms, which shall govern any such Services.
3.3. Customer Restrictions. Customers and Authorized Users will comply with the applicable
Documentation and the copyright laws of the United States and all other relevant jurisdictions
(including the copyright laws where Customer uses the Subscription Software) in connection with
their use of the Subscription Software. Customer will not, and will not allow others including the
Authorized Users, to make the Subscription Software available for use by unauthorized third parties,
including via a commercial rental or sharing arrangement; reverse engineer, disassemble, or
reprogram software used to provide the Subscription Software or any portion thereof to a human-
readable form; modify, create derivative works of, or merge the Subscription Software or software
used to provide the Subscription Software with other software; copy, reproduce, distribute, lend, or
lease the Subscription Software or Documentation for or to any third party;take any action that would
cause the Subscription Software, software used to provide the Subscription Software, or
Documentation to be placed in the public domain; use the Subscription Software to compete with
Motorola; remove, alter, or obscure, any copyright or other notice; share user credentials (including
among Authorized Users); use the Subscription Software to store or transmit malicious code; or
attempt to gain unauthorized access to the Subscription Software or its related systems or networks.
4. Term.
4.1. Subscription Terms. The duration of Customer's subscription to the first Subscription
Software and any associated recurring Services ordered under this SSA (or the first Subscription
Subscription Software Addendum V.2023.02.1-1 2
Software or recurring Service, if multiple are ordered at once)will commence upon delivery of such
Subscription Software(and recurring Services, if applicable)and will continue for a twelve(12)month
period or such longer period identified in an Ordering Document(the"Initial Subscription Period").
Following the Initial Subscription Period, Customer's subscription to the Subscription Software and
any recurring Services may only be renewed for additional twelve (12) month periods if agreed to by
the parties in writing (each, a "Renewal Subscription Year"). (The Initial Subscription Period and
each Renewal Subscription Year will each be referred to herein as a"Subscription Term".) Motorola
may increase Fees prior to any Renewal Subscription Year. In such case, Motorola will notify
Customer of such proposed increase no later than thirty (30) days prior to commencement of such
Renewal Subscription Year. Unless otherwise specified in the applicable Ordering Document, if
Customer orders any additional Subscription Software or recurring Services under this SSA during
an in-process Subscription Term, the subscription for each new Subscription Software or recurring
Service will (a) commence upon delivery of such Subscription Software or recurring Service, and
continue until the conclusion of Customer's then-current Subscription Term (a"Partial Subscription
Year'), and(b)Will not automatically renew for Renewal Subscription Years thereafter, unless either
Party notifies the other Party of its intent not to renew at least thirty (30) days before the conclusion
of the then-current Subscription Term. Thus, unless otherwise specified in the applicable Ordering
Document, the Subscription Terms for all Subscription Software and recurring Services hereunder
will be synchronized.
4.2. Term. The term of this SSA (the "SSA Term") will commence upon either (a) the Effective
Date of the MCA, if this SSA is attached to the MCA as of such Effective Date, or(b) the SSA Date
set forth on the signature page below, if this SSA is executed after the MCA Effective Date, and will
continue until the expiration or termination of all Subscription Terms under this SSA, unless this SSA
or the Agreement is earlier terminated in accordance with the terms of the Agreement.
4.3. Termination. Notwithstanding the termination provisions of the MCA, Motorola may terminate
this SSA(or any Addendum or Ordering Documents hereunder),or suspend delivery of Subscription
Software or Services, immediately upon notice to Customer if (a) Customer breaches Section 3 —
Subscription Software License and Restrictions of this SSA, or any other provision related to
Subscription Software license scope or restrictions set forth in an Addendum or Ordering Document,
or (b) it determines that Customer's use of the Subscription Software poses, or may pose, a security
or other risk or adverse impact to any Subscription Software, Motorola, Motorola's systems, or any
third party (including other Motorola customers). Customer acknowledges that Motorola made a
considerable investment of resources in the development, marketing, and distribution of the
Subscription Software and Documentation, and that Customer's breach of the Agreement will result
in irreparable harm to Motorola for which monetary damages would be inadequate. If Customer
breaches this Agreement, in addition to termination, Motorola will be entitled to all available remedies
at law or in equity (including immediate injunctive relief).
4.4. Wind Down of Subscription. Software. In addition to the termination rights in the MCA,
Motorola may terminate any Ordering Document and Subscription Term, in whole or in part, in the
event Motorola plans to cease offering the applicable Subscription Software or Service to customers.
5. Payment.
5.1. Payment. Unless otherwise provided in an Ordering Document (and notwithstanding the
provisions of the MCA), Customer will prepay an annual subscription Fee set forth in an Ordering
Document for each Subscription Software and associated recurring Service, before the
commencement of each Subscription Term. For any Partial Subscription Year,the applicable annual
subscription Fee will be prorated based on the number of months in the Partial Subscription Year.
The annual subscription Fee for Subscription Software and associated recurring Services may
include certain one-time Fees, such as start-up fees, license fees, or other fees set forth in an
Subscdptlon Softmre Addendum V.2023.02.17 3
Ordering Document. Motorola will have the right to suspend the Subscription Software and any
recurring Services if Customer fails to make any payments when due. The parties acknowledge that
pricing for Cyber Services is dependent on the full term or subscription periods specified in any such
Ordering Document. Motorola will have the right to suspend the Services if Customer fails to make
any payments when due
5.2. License True-Up. Motorola will have the right to conduct an audit of total user licenses
credentialed by Customer for any Subscription Software during a Subscription Term, and Customer
will cooperate with such audit. If Motorola determines that Customer's usage of the Subscription
Software during the applicable Subscription Term exceeded the total number of licenses purchased
by Customer, Motorola may invoice Customer for the additional licenses used by Customer, pro-
rated for each additional license from the date such license was activated, and Customer will pay
such invoice in accordance with the payment terms in the MCA.
5.3. Customer Data. For avoidance of doubt, for Cyber Services so long as not specifically
identifying the Customer, "Customer Data," as defined in the MCA, shall not include, and Motorola
shall be free to use, share and leverage security threat intelligence and mitigation data generally,
including without limitation,third party threat vectors and IP addresses,file hash information, domain
names, malware signatures and information, information obtained from third party sources,
indicators of compromise, and tactics, techniques, and procedures used, learned or developed in
the course of providing Services
5.4. Future Regulatory Requirements. The Parties acknowledge and agree that Cyber Service is
an evolving technological area and therefore, laws and regulations regarding Services may change.
Changes to existing Services required to achieve regulatory compliance may be available for an
additional fee. Any required changes may also impact the price for Services.
6. Liability.
6.1. ADDITIONAL EXCLUSIONS. 1N ADDITION TO THE EXCLUSIONS FROM DAMAGES SET
FORTH IN THE MCA,AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE
CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR(A) INTERRUPTION OR FAILURE OF
CONNECTIVITY,VULNERABILITIES,OR SECURITY EVENTS;(B)DISRUPTION OF OR DAMAGE
TO CUSTOMER'S OR THIRD PARTIES'SYSTEMS, EQUIPMENT, OR DATA, INCLUDING DENIAL
OF ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION DETECTION
SOFTWARE OR HARDWARE; (C) AVAILABILITY OR ACCURACY OF ANY DATA AVAILABLE
THROUGH THE SUBSCRIPTION SOFTWARE OR SERVICES, OR INTERPRETATION, USE, OR
MISUSE THEREOF; (D) TRACKING AND LOCATION-BASED SERVICES; OR (E) BETA
SERVICES.
6.2. Direct Damages . For avoidance of doubt, notwithstanding the limitation set out in Section
8.2 of the MCA, the direct damages limitation for Cyber services provided under this SSA and limited
to the fees, or the portion of fees, relating only to the Cyber Security Services under this SSA, even
if such Services are offered or bundled with other Motorola services.
6.3. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the
purchase price for the disclaimed or excluded issues in the MCA or Section 6.1 — Additional
Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer
will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees
set forth in an Ordering Document for such Services, if applicable.
7. Motorola as a Controller or Joint Controller. In all instances where Motorola acts as a
controller of data, it will comply with the applicable provisions of the Motorola Privacy Statement at
Subscription Software Addendum V.2023.02.17 4
hftps://www.motorolasolutions.com/en us/about/privacy-poIicy.html#privacystatement, as may be
updated from time to time. Motorola holds all Customer Contact Data as a controller and shall
Process such Customer Contact Data in accordance with the Motorola Privacy Statement. In
instances where Motorola is acting as a joint controller with Customer, the Parties will enter into a
separate Addendum to the Agreement to allocate the respective roles as joint controllers.
8. Survival. The following provisions will survive the expiration or termination of this SSA for
any reason: Section 4 — Term; Section 5 — Payment; Section 6.1 — Additional Exclusions;
Section 8—Survival.
Subscription Software Addendum V.2023.02.17 5
Vigilant Addendum
This Vigilant Addendum ("Vigilant Addendum") is entered into between Motorola Solutions, Inc.,
with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 ("Motorola") and the entity set
forth in the signature block below or in the MCA ("Customer"), and will be subject to, and governed
by, the terms of the Motorola Solutions Customer Agreement entered into between the Parties,
effective as of , 2025 (the°MCA"), and the Subscription Software Addendum ("SSA").
Capitalized terms used in this Vigilant Addendum, but not defined herein,will have the meanings set
forth in the MCA or applicable Addendum.
1. Addendum. This Vigilant Addendum governs Customer's purchase and use of Motorola's
Vigilant automated license plate recognition software and hardware Products("LPR Products"). In
addition to the MCA, other Addenda may be applicable to LPR Products offered under this Vigilant
Addendum, including the Subscription Software Addendum ("SSA"), with respect to Subscription
Software, and Equipment Purchase and Software License Addendum ("EPSLA")for Equipment sold
as part of any LPR Products, together with any other applicable terms herein. LPR Products may
also include Subscription Software on such Equipment or otherwise made available to Customer, as
further described below. This Vigilant Addendum will control with respect to conflicting terms in the
MCA or any other applicable Addendum, but only as applicable to the Products purchased under
this and not with respect to other Products or Services.
2. Definitions.
Camera License Key ("CLK") means an electronic key that will permit each camera (one CLK per
camera)to be used with Vigilant CarDetector and/or Subscription Software
Commercial Booking Images refers to booking images collected by commercial sources and
available on Vigilant VehicleManager with a paid subscription.
Commercial Data means both Commercial Booking Images and Commercial LPR Data.
Commercial LPR Data refers to LPR data collected by private sources and available on Vigilant
VehicleManager with a paid subscription.
License Plate Recognition ("LPR") refers to the process of utilizing cameras, either stationary or
mounted on moving vehicles, to capture and interpret images of vehicle license plates.
3. Subscription Software
3.1. CarDetector. Customer may purchase Vigilant CarDetector which is Subscription
Software subject to the SSA. For Customers subscribing to CarDetector, Customer is required
to obtain a CLK for each Motorola-approved camera which uses CarDetector. A CLK can be
obtained by Customer by going to Motorola's company support website and completing the
online request form to Vigilant technical support staff.
3.2. Vigilant VehicleManager and Vigilant ClientPortal. Subject to the terms below,
Customer
may purchase a CLK for access to the Law Enforcement Archival Report Network
Vigilant Addendum V.2023.02.20 1
("VehicleManager") and/or the Vigilant ClientPortal ("ClientPortal") each of which are
"Subscription Software" subject to the terms of the SSA.
3.2.1. Access. Use and access to VehicleManager is strictly restricted to Law
Enforcement Agencies ("LEAs") and their Authorized Users. Non-LEAs and
their Authorized Users may purchase/access Client Portal.
3.2.2. Data Ownership and Retention. Motorola retains all title and rights to
Commercial LPR Data and Commercial Booking Images. Customer shall not
utilize Commercial LPR Data or Commercial Booking Images on the behalf of
other focal, state or Federal LEAs. LPR data and where applicable, booking
images, collected by the Customer
is considered Customer Data (as defined in the MCA) and is subject to the
Customer's own retention policy. LPR data and/or booking images that has
reached the end of the retention period set by the Customer in ClientPortal or
VehicleManager, will be deleted from ClientPortal or VehicleManager in
accordance with Customer's retention policy. Customer retains all rights to LPR
data and booking images collected by Customer.
3.2.3. Data Sharing. Customer has the option share its Customer Data with LEA's
who contract with Motorola for VehicleManager access. ClientPortal
customers may also share its Customer Data with other non-LEA customers
who have a contract with Motorola for ClientPortal access. If Customer opts,
in its sole discretion, to share such data with another customer, the sharing
Customer thereby grants to the recipient customer the rights to use such data
in accordance with the terms of VehicleManager or Client Portal, as applicable.
3.2.3.1. LEA Customers. If Customer is an LEA, other similarly situated LEAs
that collect their own LPR data and booking images may opt to share such
data with Customer using VehicleManager. Additionally, Non-LEA Client
Portal customers may also share their own LPR data with LEA Customer.
Such LPR data or booking images generated by other LEAs or Non-LEA
customers is considered Third-Party Data (as defined in the MCA), and
shall be used by Customer only in connection with its use of
VehicleManager .Third-party LPR data or booking data is governed by the
retention policy of it's respective owner, once the Third Party LPR or
booking data has reached its expiration date will be deleted from
VehicleManager/Client Portal in accordance with the retention terms of the
sharing agency.
3.2.3.2. Non-LEA Customers. If Customer is a non-LEA Customer, other
similarly situated ClientPortal customers that collect their own LPR data
may opt to share such data with Customer using ClientPortal. Such LPR
data generated by other ClientPortal customers is considered Third-Party
Data (as defined in the MCA), is governed by the retention policy of the
respective ClientPortal customer, and shall be used by Customer only in
connection with its use of ClientPortal. Third-party LPR data that has
reached its expiration date will be deleted from ClientPortal in accordance
with the retention terms of the sharing entity.
3.2.4. Motorola in its sole discretion may deny access to ClientPortal or
VehicleManager to any individual based on such person's failure to satisfy the
requirements set forth hereunder. Customer will ensure no user logins are
Vigilant Addendum V.2023.02.20 2
provided to agents or officers of other local, state, or Federal LEAs without the
express written consent of Motorola. Customer will be responsible for all of its
Authorized Users, and use of, ClientPortal or VehicleManager through use of
Customer login credentials, including ensuring their compliance with this
Addendum. Customer shall notify Motorola immediately if Customer believes
the password of any of its Users has, or may have, been obtained or used by
any unauthorized person(s). In addition, Customer must notify Motorola
immediately if Affiliate becomes aware of any other breach or attempted breach
of the security of any of its Users' accounts.
3.2.5. Commercial Data Access. If Customer purchases a subscription to Commercial
Data, then Customer shall execute and agree to the terms of Motorola's
standard Data License Addendum.
3.2.6. CJIS Security Policy. Motorola agrees to support a law enforcement
Customer's obligation to comply with the Federal Bureau of Investigation
Criminal Justice Information Services ("CJIS") Security Policy and will comply
with the terms of the CJIS Security Addendum for the term of the Addendum
or Ordering Document for the applicable Product. Customer hereby consents
to Motorola screened personnel serving as the "escort" within the meaning of
CJIS Security Policy for unscreened Motorola personnel that require access to
unencrypted Criminal Justice Information for purposes of Product support and
development.
4. VaaS Program Terms. All hardware provided by Motorola to Customer under the LPR
Product program will be considered "Equipment", as defined in the EPSLA, and
constitutes a purchase of such Equipment subject to the terms of the EPSLA.Additionally,
the following terms and conditions apply to any LPR Equipment purchased under the
VaaS Program
4.1. No-Fault Warranty. Subject to the disclaimers set forth in the MCA and EPSLA, upon
delivery of any Equipment purchased under the VaaS Program, Motorola will provide
a No-fault Warranty to Customer for such Equipment that extends until the end of the
Commitment Term (as defined below) applicable to such Equipment; except that the
No-fault Warranty will not apply to: (i) any Equipment with intentionally altered or
removed serial numbers, (ii) any other damages disclaimed under the MCA or
EPSLA, or (iii) any Equipment that Motorola determines was changed, modified, or
repaired by Customer or any third party. The "No-fault Warranty" means that
Motorola will repair or replace any Equipment components or parts that render the
applicable Equipment unable to perform its intended purpose.
4.2. Commitment Term. Customer accepts that following the delivery of any Equipment
under the Vaas Program, Customer commits to a five (5) year subscription term for
such Equipment at the rate provided in the Ordering Document (the `Initial
Commitment Term"). If Customer, for any reason, terminates any of its obligations to
Motorola prior to expiration of the applicable Commitment Term (as defined below),
Customer will be subject to the payments described in Section 4.6.2 —Termination
hereunder.
4.3. Additional Devices. Any additional Equipment, including any accessory items,
ordered by Customer after Customers' initial purchase of Equipment hereunder may
be subject to an incremental increase in Fees. In the event Customer orders
additional LPR Equipment within the ninety(90) days immediately following its initial
Vigilant Addendum V.2023.02.20 3
purchase, such Equipment will be included in and subject to the Initial Commitment
Term. Any additional LPR Equipment purchased under the VaaS Program
subsequent to such ninety(90)day period,will commence an additional subscription
term commitment for such Equipment of five (5)years (a "Subsequent Commitment
Term") with respect to the monthly Pee associated with such additional Equipment.
For purposes of this Addendum, the Initial Commitment Term and each Subsequent
Commitment Term are each also referred to herein as a "Commitment Term".
4.4. Included Subscription Software.
4.4.1. Vi ilant VehicleManager or Vigilant ClientPortal. Subject to Section 4.6.1 —
VaaS Term, and the SSA, the VaaS Program provides Customer with a
subscription to Vigilant VehicleManager or Vigilant ClientPortal, as specified in
the Ordering Document, during the VaaS Term (as defined below). Following
expiration of the applicable Commitment Term, if Customer desires to continue
use of expired Equipment with the Vigilant VehicleManager or Vigilant
ClientPortal, Customer must purchase additional access to Vigilant
VehicleManager or Vigilant ClientPortal based on Motorola's prevailing rates,
or Motorola may disconnect connectivity of any expired Equipment to such
software.
4.4.2. CarDetector. Customer will receive a subscription to CarDetector during the
VaaS Term, the use of which is subject to the SSA.
4.5. VaaS Program Payment. Unless otherwise provided in an Ordering Document (and
notwithstanding the provisions of the MCA), Customer will prepay a subscription Fee
yearly (each a Subscription Year"), as set forth in an Ordering Document. If
Customer orders any additional LPR Product(s) under the VaaS Program
subsequent to the initial purchase by Customer, Fees for such additional LPR
Product will be added to the yearly subscription Fee, and will be payable on the same
Fee payment schedule as the initial LPR Products purchased by the Customer;
provided, however, that for the first Subscription Year during which such additional
LPR Product(s) is purchased, the subscription Fee for the applicable additional LPR
Product(s)will be pro-rated based on the applicable number of days remaining in the
such initial Subscription Year.
4.6. VaaS Term and Termination.
4.6.1. VaaS Term. Customer's participation in the VaaS Program will commence
upon the receipt of the LPR Products under the VaaS Program, and will
continue through the end of the final Commitment Term hereunder("the VaaS
Term"). Fallowing the end of any Commitment Term, Customer's access to the
Subscription Services with respect to the Equipment purchased relative to that
Commitment Term will expire, and Customer must download or transfer all
Customer Data associated with the applicable Equipment within thirty(30)days
following expiration unless Customer purchases extended access to the
Subscription Services at the prevailing rates. Motorola may, but has no
obligation to retain Customer Data for expired Equipment beyond thirty (30)
days following expiration of the applicable Commitment Term. For example, if
Customer purchases 100 devices on January 1 of Year 1 of the Initial
Commitment Term, and then 100 additional devices on January 1 of Year 3,
on December 31 of Year 5(i.e.,the conclusion of the Initial Commitment Term),
Customer's access to the Subscription Services with respect to the first 100
Vigilant Addendum V.2023.02.20
s 4
devices will be discontinued, and Customer must purchase extended access
to the Subscription Services or transfer all Customer Data associated with the
first 100 devices within thirty (30) days of expiration of the Initial Commitment
Term. In the foregoing example, the access to Subscription Services for the
second 100 devices purchase will extend until December 31 of Year 7.
4.6.2. Termination. The termination provisions applicable to VaaS Program will be
those set forth in the MCA, EPSLA and SSA, as applicable. If Customer's
participation in the VaaS Program is terminated for any reason prior to the end
of the Initial Commitment Term or any Subsequent Commitment Term,
Customer will pay the pro-rated remainder of the aggregate Equipment MSRP
price (prevailing as of the time of delivery), calculated by multiplying the MSRP
price of all LPR Product Equipment purchased under the VaaS Program by the
percentage resulting from dividing the number of months remaining in the
Commitment Term applicable to such Equipment by sixty (60). In the event
Customer purchased Equipment on multiple dates, resulting in separate
Commitment Terms for certain Equipment, the preceding calculation will be
made relative to the applicable Commitment Term for each Equipment order.
For example, if Customer purchased $1,000 worth of Equipment on January 1
of Year 1 of the VaaS Term, and then $1,000 worth of Equipment on January
1 of Year 2, and then Customer's VaaS Program terminates on December 31
of Year 3, Customer will be required to repay: $1,000 x (24160) + $1,000 x
(36/60), which is equal to$1,000 in the aggregate.
4.6.3. Post Termination Subscription_ Software Access. Upon completion of the VaaS
Term, Customer may elect to purchase additional CLKs, at then current rates,
for continued Vigilant CarDetector and/or Subscription Software access. If
applicable, additional network costs, at then current rates, may apply. Any
continued Software Subscription access shall continue to be governed by the
MCA, SSA, and Vigilant Addendum.
5, Survival. The following provisions will survive the expiration or termination of this
Vigilant Addendum for any reason: Section 1 —Addendum; Section 3—Subscription
Software; Section 4.41 —Vigilant VehicleManager or Vigilant ClientPortal; Section 4.5—
VaaS Payment; 4.6—VaaS Term and Termination; Section 5—Survival.
Vigl[antAddendum V.2023.02.20 5
EXHIBITA
in QUOTE-3014423
MOTOROLA SOLUTIONS
t_
SANT
f
s
1 y.
. . . POLICE DEPT, CITY OF
04/01/2025
The design,technical Pricing,and other information("Information")furnished with this submission is confidential proprietary information of Motorola Solutions,Inc.or the Motorola Solutions entity
providing[his quote�'Motorola")and is submitted with the restriction that it is[o be used for evaluation purposes only.To[he fullest extent allowed by applicable law,the Information is no[[o be
disclosed u,blicI or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola.
MOTOROLA,M0 0,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.0 2020 Motorola Solutions,Inc.All rights reserved.
MOTOROLA SOLUTIONS QUOTE-3014423
04/01/2025
SANTA ANA POLICE DEPT, CITY OF
20 CIVIC CENTER PLZ M-16 RM 429
SANTA ANA, CA 92701
Dear Gil Hernandez,
Motorola Solutions is pleased to present SANTA ANA POLICE DEPT,CITY OF with this quote for quality
communications equipment and services. The development of this quote provided us the opportunity to evaluate
your requirements and propose a solution to best fulfill your communications needs.
This information is provided to assist you in your evaluation process. Our goal is to provide SANTA ANA POLICE
DEPT,CITY OF with the best products and services available in the communications industry. Please direct any
questions to Troy Sakaguchi at Troy.Sakaguchi@motorolasolutions.com.
We thank you for the opportunity to provide you with premier communications and look forward to your review and
feedback regarding this quote.
Sincerely,
Troy Sakaguchi
MOTOROLA SOLUTIONS QUOTE-3014423
Billing Address: Quote Date:04/01/2025
SANTA ANA POLICE DEPT, CITY Expiration Date:06/15/2025
OF Quote Created By:
20 CIVIC CENTER PLZ M-16 RM Troy Sakaguchi
429 Troy.Sakaguchi@
SANTA ANA, CA 92701 motorolasolutions.com
US End Customer:
SANTA ANA POLICE DEPT,CITY OF
Gil Hernandez
ghernandez@santa-ana.org
(714) 245-8275
Line Item Number Description Qty Term List Price Sale Price Ext.Sale Price
L5M as a Service
1 SUB-CDM-2-L5M MOBILE LPR 2-CAM 4 5 YEARS $18,750.00 $17,343.75 $69,375.00
SUBSCRIPTION
2 VSB-54015 CDM-2-34--L5M 12 16 L5M 4 Included Included Included
CAM W VLP
3 VS-DLF-01 DEVICE LICENSE FEE 8 5 YEARS Included Included Included
4 CDMS-HWW MOBILE LPR CAMERA KIT 8 4 YEARS Included Included Included
EXTENDED HARDWARE
WARRANTY-VALID FROM
STANDARD WARRANTY
EXPIRATION
5 SSU-TRAVEL TRAVEL 1 $3,375.00 $3,121.88 $3,121.88
6 PDS-LPR-SS PROJECT DELIVERY 4 $995.00 $920.38 $3,681.52
SERVICES-LPR
7 HRDWR-INST-SS HARDWARE 1 $8,985.60 $8,311.68 $8,311.68
INSTALLATION
L6Q as a Service
8 VSFS-L6Q-SOL-S-SIM FIXED LPR SUBSCRIPTION 24 5 YEARS $14,974.80 $13,851.69 $332,440.56
PACKAGE-L6Q (SOLAR)
W1 CELLULAR
9 VS-DLF-01 DEVICE LICENSE FEE 24 5 YEARS Included Included Included
10 LSV07504314A LPR REMOTE 24 5 YEARS Included Included Included
MONITORING
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"") If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions,Inc.:500 West Monroe,United States-60661-H:36-1115800
Page 3
MOTOROLA SOLUTIONS QUOTE-3014423
Line Item Number Description •ty Term List Price Sale Price Ext.Sale Price
11 LSV07SO4315A LPR STANDARD ONSITE 24 5 YEARS Included Included Included
REPLACEMENT
12 CDFS-L6Q-HWW-01 FIXED L6Q CAMERA 24 4 YEARS Included Included Included
SYSTEM EXTENDED
HARDWARE WARRANTY-
VALID FROM STANDARD
WARRANTY EXPIRATION
13 VSB-60-901 KIT, L6Q AND SOLAR 24 Included Included Included
PANEL CAT 1 W/SIM
14 VERIZON-LTE-DATA SOFTWARE,VERIZON-LTE- 24 5 YEARS Included Included Included
DATA
Subtotal $416,930.64
Estimated Tax $37,167.95
Grand Total $454,098.59(USD)
Special Terms: The Parties mutually agree that the total not to exceed amount payable by the Customer under
this Agreement shall not exceed $494,098.59, inclusive of a contingency of$40,000.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions,Inc.:500 West Monroe,United States-60661-#:36-1115800
Page 4
MOTOROLA SOLUTIONS QUOTE-3014423
Pricing Summary
Payment Term Upfront Sale Price
Upfront Costs*
$15,115.08
Upfront Subscription Fee
L5M as a Service Annually $13,875.00
L6Q as a Service Annually $66,488.11
Sub Total: $95,478.19
Payment Term Sale Price Annual Sale Price
Year 2 Subscription Fee
1-5M as a Service Annually $13,875.00 $13,875.00
L6Q as a Service Annually $66,488.11 $66,488.11
Year 3 Subscription Fee
L5M as a Service Annually $13,875.00 $13,875.00
L6Q as a Service Annually $66,488.11 $66,488.11
Year 4 Subscription Fee
L5M as a Service Annually $13,875.00 $13,875.00
L6Q as a Service Annually $66,488.11 $66,488.11
Year 5 Subscription Fee
L5M as a Service Annually $13,875.00 $13,875.00
L6Q as a Service Annually $66,488.11 $66,488.11
Sub Total: $321,452.45
Grand Total System Price(Inclusive of Upfront and Annual Costs) $416,930.64
*Upfront costs include the cost of Hardware,Accessories and Implementation, where applicable.
Notes:
• The Pricing Summary is a breakdown of costs and does not reflect the frequency at which you will be invoiced.
• This quote contains items with approved price exceptions applied against them.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions,Inc.:500 West Monroe,United States-60661-N:36-1115800
Page 5
MOTOROLA SOLUTIONS QUOTE-3014423
L5M MOBILE SYSTEM SOLUTION DESCRIPTION
L5M MOBILE SYSTEM
The L5M Mobile Camera System stands out with its industry-leading image
sensor, delivering unparalleled low-light performance and precise license plate,
make and model recognition. Its global shutter ensures clear capture of high-
speed vehicles, while its seamless integration with our advanced software suite,
VehicleManager, enables comprehensive data analysis and robust
management tools, setting a new standard for law enforcement and security operations.
Key Features and Benefits:
• Superior Detection Capabilities: The L5M Mobile System leverages dual high-quality color and infrared (IR)
sensors with dedicated lenses and IR illumination, ensuring the clarity of license plates even at speeds up to
150 MPH. AI-powered make and model identification and ONVIF-compliant video streaming enhance data
accuracy and breadth.
• Enhanced In-Car User Experience: CarDetector Mobile software provides audio and visual alerts for hot-
listed vehicle detections and allows seamless, in-car investigations. The interface is designed for a familiar,
efficient user experience and integrates seamlessly with other Motorola products.
• Flexible Deployment Options: The L5M Mobile System can be configured with various lenses for 4 to 85-
foot scan distances and mounted in multiple positions on vehicles. The VIP processor supports up to four
cameras, enabling continuous scanning at up to 60 FPS. Quick activation via CarDetector Mobile and
constant connectivity with GPS and LTE ensure reliable performance.
• Durable and Low Maintenance: IP68-rated for harsh conditions, the L5M Mobile System withstands shock,
vibration, extreme temperatures, and inclement weather. It is designed for year-round use and includes
automatic updates to ensure the latest features and optimal performance.
• Advanced-Data Management: Integrating with VehicleManager, the L5M Mobile System facilitates detailed
searches, hot list management and advanced analytics on billions of LPR records. The system offers
transformative vehicle location intelligence while maintaining industry-leading data control and program
success security standards.
• High-Speed, High-Traffic Performance: Designed for high-speed, high-traffic environments, the L5M Mobile
System captures precise, reliable license plate data, enhancing the effectiveness of law enforcement and
security operations.
Deploy the 1_51M Mobile System to enhance your LPR capabilities with superior image quality,flexible deployment,
and advanced data management and analytics, ensuring reliable performance in any environment.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products""J.If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 6
0 MOTOROLA SOLUTIONS QUOTE-3014423
L6Q CAMERA SYSTEM SOLUTION DESCRIPTION
L6Q CAMERA SYSTEM
The L6Q camera system revolutionizes license plate recognition (LPR)
technology with its sophisticated capabilities, streamlined design, and
consumer-grade installation process. This innovative system is ideal for law
enforcement agencies and businesses seeking to enhance security through
efficient and effective LPR. The L6Q seamlessly integrates with our backend
software, VehicleManager or ClientPortal, to offer a comprehensive solution for
building or supplementing a camera network, ensuring the safety and security
of the communities they serve.
Key Features and Benefits:
• Easy Install Out-of-Box: The L6Q's user-friendly design, convenient carry case, and intuitive out-of-box
workflow enable one-person installation and activation in minutes, using a smartphone for ultimate ease.
• Precise Data Collection: Configure the L6Q to capture vehicles moving at specific speeds and directions. It
collects detailed information beyond license plates, including vehicle make, model, color, and speed, even in
low-light conditions, enhancing investigative capabilities.
• Versatile Power Options: The L6Q operates anywhere with solar,AC/DC, Pole Tap, and internal battery
options. It's built to withstand weather conditions and rated to IP67.
• Amplified Insight&Awareness: Beyond license plate data, the L6Q has advanced software for managing
hot lists, alerts, searches, and patented analytics. Agencies control data retention and sharing, ensuring
security and compliance.
• App-Based Configuration &Activation: Use the Mobile Companion app on Android or iOS for quick on-site
setup. Scan the camera's QR code for guided configuration, including live video-enabled aiming and
adjustable image capture regions for improved accuracy.
• Advanced Night Vision: Equipped with long-range infrared (IR) illumination and a starlight sensor, the L6Q
can scan vehicles even in total darkness, ensuring round-the-clock operation.
• Tamper-Proof Design:The L6Q is built to be physically secure with a tamper-proof shroud, easily
customized to blend with various environments.
Deploy the L6Q to enhance your LPR capabilities with a system designed for ease of use, versatility, and
advanced data insights.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 7
aMOTOROLA SOLUTIONS QUOTE-3014423
LICENSE PLATE RECOGNITION TECHNOLOGY STATEMENT OF WORK
OVERVIEW
This Statement of Work(SOW)outlines the responsibilities of Motorola Solutions, Inc. (Motorola) and the
Customer for the implementation of fixed or mobile License Plate Recognition (LPR)technology(s)and your
License Plate Recognition Technology solution, if Deployment or Installation Services are purchased as part of
the Contract. For the purpose of this SOW, the term "Motorola" may refer to our affiliates, subcontractors, or
certified third-party partners. A third-party partner(s)(Motorola-certified installer) will work on Motorola's behalf to
install your License Plate Recognition Technology system(s)(if applicable).
This SOW addresses the responsibilities of Motorola and the Customer that are relevant to the implementation of
the hardware and software components listed in the Solutions Description. Any changes or deviations from this
SOW must be mutually agreed upon by Motorola and the Customer and will be addressed in accordance with the
change provisions of the Contract. The Customer acknowledges any changes or deviations from this SOW may
incur additional cost.
Motorola and the Customer will work to complete their respective responsibilities in accordance with the Project
Schedule. Any changes to the Project Schedule must be mutually agreed upon by both parties in accordance with
the change provisions of the Contract.
Unless specifically stated, Motorola will perform the work remotely. The Customer will provide Motorola personnel
with access to their network and facilities so Motorola is able to fulfill its obligations. The Customer is responsible
for acquisition and use of a remote access tool that complies with the regulations controlling use of the remote
access tool.All work will be performed during normal business hours based on the Customer's time zone
(Monday through Friday from 8:00 a.m.to 5:00 p.m.).
The number and type of software subscription licenses, products, or services provided by Motorola are
specifically listed in the Contract and referenced in the SOW. Services provided under this SOW are governed by
the mutually executed Contract between the parties, or Motorola's Master Customer Agreement and applicable
addenda ("Contract").
AWARD, ADMINISTRATION, AND PROJECT INITIATION
Project Initiation and Planning will begin following the execution of the Contract between Motorola and the
Customer.At the conclusion of Project Planning, Motorola's Project Manager(PM)will begin status meetings and
provide status reports on a regular cadence with the Customer's PM. The status report will provide a summary of
activities completed, activities planned, progress against the project schedule, items of concern requiring
attention, as well as, potential project risks and agreed upon mitigation actions.
Motorola utilizes Google Meet as its teleconference tool. If the Customer desires to use an alternative
teleconferencing tool, any costs incurred from the use of this alternate teleconferencing tool will be the
responsibility of the Customer.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
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MOTOROLA SOLUTIONS QUOTE-3014423
FBI-CJIS SECURITY POLICY—CRIMINAL JUSTICE INFORMATION
CJIS Security Policy Compliance
Motorola does not believe our LPR and License Plate Recognition Technology offerings require compliance with
the FBI-CJIS Security Policy(CJISSECPOL)based on the definition in Section 4 of CJISSECPOL and how the
FBI-CJIS defines Criminal Justice Information. However, Motorola does design its products with the
CJISSECPOL security controls as a guide. Motorola's LPR system design and features support best practice
security controls and policy compliance. In the event of a CJIS technical audit request, Motorola will support the
Customer throughout this process.
Personnel Security—Background Screening
Motorola will assist the Customer with completing the CJIS Security Policy Section 5.12 Personnel Security
related to authorized personnel background screening when requested to do so by the Customer. Based on
Section 5.12, a Motorola employee is defined as someone who is required to be on the Customer's property with
unescorted access. Motorola employees will also have access to the Customer's network(s)and stored
information. Motorola has remote access tools to support virtual escorted access to on-premises customer assets.
Additionally, Motorola performs independent criminal background investigations including name based
background checks, credential and educational vetting, credit checks, U.S. citizen and authorized worker identity
verification on its employees.
Motorola will support the Customer in the event of a CJIS audit request to validate employees assigned to the
project requiring CJIS Section 5.12 Personnel Security screening and determine whether this list is up to date and
accurate. Motorola will notify the Customer within 24 hours or next business day of a personnel status change.
Security Awareness Training
Motorola requires all employees who will support the Customer to undergo Level 3 Security Awareness Training
provided by Peak Performance and their CJIS online training platform. If the Customer does not have access to
these records, Motorola can facilitate proof of completion. If the Customer requires additional and/or separate
training, Motorola will work with the Customer to accommodate this request at an additional cost.
CJIS Security Addendum
Motorola requires all employees directly supporting the Customer to sign the CJIS Security Addendum if required
to do so by the Customer.
Third Party Installer
The Motorola-certified third party installer will work independently with the Customer to complete the Section 5.12
Personnel Security checks, complete Security Awareness Training and execute the CJIS Security Addendum.
COMPLETION CRITERIA
The project is considered complete once Motorola has completed all responsibilities listed in this SOW.The
Customer's task completion will occur based on the Project Schedule to ensure Motorola is able to complete all
tasks without delays. Motorola will not be held liable for project delays due to incomplete Customer tasks.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 9
MOTOROLA SOLUTIONS QUOTE-3014423
The Customer must provide Motorola with written notification if they do not accept the completion of Motorola
responsibilities. Written notification must be provided to Motorola within ten (10)business days of task completion.
The project will be deemed accepted if no written notification is received within ten (10) business days.
In the absence of written notification for non-acceptance, beneficial use will occur thirty(30)days after functional
demonstration of the system.
SUBSCRIPTION SERVICE PERIOD
If the contracted system includes a subscription, the subscription service period will begin upon the Customer's
receipt of credentials for access. The provision and use of the subscription service is governed by the Contract.
PROJECT ROLES AND RESPONSIBILITIES OVERVIEW
Motorola Project Roles and Responsibilities (if applicable)
The Motorola Project Team will be assigned to the project under the direction of the Motorola Project Manager.
Each team member will be engaged in different phases of the project as necessary. Some team members will be
multi-disciplinary and may fulfill more than one role.
In order to maximize effectiveness, the Motorola Project Team will provide various services remotely by
teleconference, web-conference, or other remote method in order to fulfill our commitments as outlined in this
sow.
Our experience has shown customers who take an active role in the operational and educational process of their
system realize user adoption sooner and achieve higher levels of success with system operation. The
subsections below provide an overview of each Motorola Project Team Member.
Project Manager(PM)
The PM will be the principal business representative and point of contact for Motorola. The PM's responsibilities
may include but are not limited to:
• Manage Motorola responsibilities related to the delivery of the project.
• Maintain the Project Schedule, and manage assigned Motorola personnel, subcontractors, and suppliers as
applicable.
• Coordinate schedules of assigned Motorola personnel, subcontractors, and suppliers as applicable.
• Maintain project communications with the Customer.
• Identify and manage project risks.
• Coordinate collaboration of Customer resources to minimize project delays.
• Evaluate project status against Project Schedule.
• Conduct status meetings on mutually agreed upon dates to discuss project status.
• Provide timely responses to Customer inquiries and issues related to project progress.
• Conduct status calls with the Customer throughout the Project up to and including Go-Live.
System Technologist
The System Technologist(ST)will work with the Customer's Project Team on:
• Camera programing
• Camera alignment
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 10
MOTOROLA SOLUTIONS QUOTE-3014423
• Licensed Software Training
• Develop and submit Start Up and Commissioning Sign Off(SSU&C)
Technical Trainer/Instructor
The Technical Trainer/ Instructor provides training in accordance with the Training Plan provided to the
Customer.
Motorola-Certified Installer
The Motorola-certified installer is primarily responsible for installing in-car and fixed LPRs. There are specific
requirements the 3rd party partner must meet in order to be considered a Motorola-certified installer, and they
include (but are not limited to) the following:
Required Training
• SSU&C Onsite Training
- Included Certification testing completed and passed
• Networking (must meet one of the following three requirements)
- CompTia Network+ Certification
- Networking Degree in IT
- Basic Networking RDS003
• ASE Certification for Mobile Installers
• Electrical Certification
- Electrical Certification/Permitting
■ Low Voltage Certification
■ High Voltage Certification
• Equipment Certification
- Bucket Truck Certification
- Any applicable testing equipment certification
Other responsibilities the Motorola-certified installer may be involved in include the fixed and/or mobile installation
of cellular routers, wired networks, poles, trenching, and conduit runs as well as the manufacturing and/or service
of trailers. These activities will only be completed by Motorola if Motorola quotes these services; otherwise, the
completion of these services are solely the responsibility of the Customer.
Customer Support and Services Team
The Customer Support and Services Team will provide on-going support to the Customer following Go-Live and
final acceptance of the project.
Customer Project Roles and Responsibilities (if applicable)
Motorola has defined key resources that are critical to this project and must participate in all the activities defined
in this SOW. During the Project Planning phase, the Customer will be required to provide names and contact
information for the roles listed below. It is critical that these resources are empowered to make decisions based
on the Customer's operational and administration needs. The Customer Project Team will be engaged from
Project Initiation through Beneficial Use of the system. In the event the Customer is unable to provide the
resources identified in this section, Motorola may be able to supplement these resources at an additional cost.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 11
MOTOROLA SOLUTIONS QUOTE-3014423
Project Manager
The PM will act as the primary point of contact for the duration of the project. In the event the project involves
multiple locations, Motorola will work exclusively with the Customer's primary PM. The PM's responsibilities will
include, but are not limited to:
• Communicate and coordinate with other project participants.
• Manage the Customer Project Team including subcontractors and third-party vendors. This includes timely
facilitation of tasks and activities.
• Maintain project communications with the Motorola PM.
• Identify tasks required of Customer staff that are outlined in this SOW and the Project Schedule.
• Consolidate all project inquiries from Customer staff to present to Motorola PM.
• Approve a deployment date offered by Motorola.
• Review Project Schedule with the Motorola PM and finalize tasks, dates, and responsibilities.
• Measure and evaluate progress against the Project Schedule.
• Monitor project to ensure resources are available as required.
• Attend status meetings.
• Provide timely responses to issues related to project progress.
• Liaise and coordinate with other agencies, Customer vendors, contractors, and common carriers.
• Review and administer change control procedures, hardware and software certification, and all related project
tasks required to meet the deployment date.
• Ensure Customer vendors' readiness ahead of the deployment date.
• Assign one or more personnel to work with Motorola staff as needed for the duration of the project, including
one or more representatives from the IT department.
• Identify a resource with authority to formally acknowledge and approve milestone recognition certificates, as
well as, approve and release payments in a timely manner.
• Provide Motorola personnel with access to all Customer facilities where system equipment is to be installed.
Temporary identification cards are to be issued to Motorola personnel, if required for access.
• Ensure remote network connectivity and access for Motorola resources, if applicable to the solution.
• Assume responsibility for all fees pertaining to licenses, permits, inspections and any delays associated with
inspections due to required permits as applicable to this project.
• Provide reasonable care to prevent equipment exposure from contaminants that may cause damage to the
equipment or interruption of service.
• Ensure a safe working environment for Motorola personnel.
• Identify and manage project risks.
• Provide signature(s)of Motorola-provided milestone recognition certificate(s)within ten (10) business days of
receipt.
IT Support
IT Support manages the technical efforts and ongoing activities of the Customer's system. IT Support will be
responsible for managing Customer provisioning and providing Motorola with the required information for LAN,
WAN, server and client infrastructure.
The IT Support Team responsibilities include but are not limited to:
• Participate in delivery and training activities to understand the software and functionality of the system.
• Participate with Customer Subject Matter Experts (SMEs)during the provisioning process and associated
training.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 12
® MOTOROLA SOLUTIONS QUOTE-3014423
• Authorize global provisioning decisions and be the Point of Contact(POC)for reporting and verifying
problems.
• Monitor firmware updates
• Implement changes to Customer infrastructure in support of the proposed system.
Agency Manager
The Agency Manager will act as the primary POC upon project completion.
• Push internal requests for updates through appropriate channels
• Monitor all firmware updates and all other security measures for physical hardware as required by the
Customer internal policies
• Administer users
• Audit reports
• Manage Hotlist and Hotlist functionality
• Attend Agency Manager training
• Oversee or act as the training POC
• Ensure all Authorized Users are aware of usage restrictions and any applicable terms related to the use of the
LPR System
• Controls appropriate use and data storage policies as well as procedures for the data maintained outside the
LPR system.This includes when any information is disseminated, extracted or exported out of the LPR
system
• Controls and is responsible for developing the policies, procedures, and enforcement for applying
deletion/purging and dissemination rules to information within and outside of the LPR system.
• Ensure data and system protection strategies are accomplished through the tools provided by Motorola for
account and user management features along with audit and alert threshold features.
Subject Matter Experts(SMEs)
SMEs are a core group of users involved with the analysis, training and implementation process. The SMEs
should be experienced users in their own respective field (evidence, dispatch, patrol, etc_)and should be
empowered by the Customer to make decisions based on workflows and department policies related to the
proposed system.
General Customer Responsibilities (If Applicable)
In addition to the Customer responsibilities listed above, the Customer is responsible for the following:
• Customer Site. If the Solution is to be installed at a Customer location ("Site"),the Solution will only be
installed and/or evaluated at the Customer sites identified.
• Customer will be responsible for providing all necessary permits, licenses, and other approvals necessary for
the installation and use of the Products and the performance of the Services at each applicable Site, including
for Motorola to perform its obligations hereunder, and for facilitating Motorola's access to the Sites. This
includes, but is not limited to providing a traffic safety plan to facilitate the safe deployment of all Equipment
that is installed on, over, or near Sites with active roadways. No waivers of liability will be imposed on
Motorola or its subcontractors by Customer or others at Customer facilities or other Sites, but if and to the
extent any such waivers are imposed, the Parties agree such waivers are void. The Equipment used for the
Services will only be located at such site.
• If the Solution is to be accessed remotely, Customer will only access Solution in the manner described by
Solution documentation or as otherwise instructed by Motorola.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
"'Uncle r'y
nderlyng Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 13
MOTOROLA SOLUTIONS QUOTE-3014423
• Site Conditions and Issues. Customer will ensure that (a)all Sites are safe and secure, (b) Site conditions
meet all applicable industry and legal standards(including standards promulgated by OSHA or other
governmental or regulatory bodies), (c)to the extent applicable, Sites have adequate physical space, air
conditioning, and other environmental conditions, electrical power outlets, distribution, equipment,
connections, and telephone or other communication lines (including modem access and interfacing
networking capabilities), and (d)Sites are suitable for the installation, use, and maintenance of the Products
and Services. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A.
standard RS-222 in effect on the Effective Date.
• All costs associated with permitting.
• Supply a proper power source to all Motorola Solutions provided equipment.
• Provide ALL points of attachment for hardware that include fixed LPR Cameras and associated equipment
and ensuring all equipment is attached in accordance with local policies and codes.
• Supply any new infrastructure required to mount or attach the Motorola Solutions hardware to.
• Trenching as required for the purpose of running electrical power
• All poles and existing infrastructure that are not being purchased from Motorola as part of the LPR solution.
• All Utility locates needed for impacted areas.
• Providing the communications point of attachment for each site.
• When cellular service is used as the point of connection, customer is responsible for providing cellular service
and SIM cards if they are not being purchased from Motorola as part of the LPR solution.
• All Customer-provided equipment, including third-party hardware and software needed for the proposed
system but not listed as a Motorola deliverable. Examples include end user workstations, network equipment,
etc.
• Configure, test, and maintain third-party system(s)that will interface with the proposed system.
• Establish an Application Programming Interface(API)for applicable third-party system(s)and provide
documentation that describes the integration to the Motorola system.
• All work is to be performed by Motorola-certified installers. The Customer is responsible for work performed
by non-certified installers.
• Upgrades to Customer's existing system(s) in order to support the proposed system.
• Mitigate the impact of upgrading Customer third-party system(s)that will integrate with the proposed system.
Motorola strongly recommends working with the Motorola Project Team to understand the impact of such
upgrades prior to taking action.
• Electronic versions of any documentation associated with business processes identified.
• Ability to participate in remote project meetings using Google Meet or a mutually agreed upon Customer-
provided remote conferencing tool.
• Manage the Hotlist in accordance with the rules and regulations of the Customers State.
Motorola is not responsible for any delays that arise from Customer's failure to perform the responsibilities
outlined in this SOW or delays caused by Customer's third-party vendor(s)or subcontractor(s).
NETWORK AND HARDWARE REQUIREMENTS
The following requirements must be met by the Customer prior to Motorola installing the proposed system:
• Provide network connectivity for the transfer and exchange of data for the proposed system.
• Provide remote access for Motorola personnel to configure the system and conduct diagnostics.
• Provide Internet access to fixed and mobile equipment.
• Provide devices such as workstations, tablets, and smartphones with Internet access for system usage.
Chrome is the recommended browser for optimal performance.The workstations must support MS Windows
11 Enterprise.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 14
0 MOTOROLA SOLUTIONS QUOTE-3014423
• Provide and install antivirus software for workstation(s).
• Provide Motorola with administrative rights to Active Directory for the purpose of installation, configuration,
and support(if applicable).
• Ensure required traffic is routed through Customer's firewall.
Motorola is not responsible for any costs or delays that arise from Customer's failure to meet network and
hardware requirements.
PROJECT PLANNING
A clear understanding of the needs and expectations of Motorola and the Customer is critical to fostering a
collaborative environment of trust and mutual respect. Project Planning requires the gathering of specific
information to set clear project expectations and guidelines, as well as lay the foundation for a successful
implementation.
Project Planning Session (if applicable)
A Project Planning Session will be scheduled after the Contract has been executed. The Project Planning Session
is an opportunity for the Motorola and Customer PM to meet prior to the Project Kickoff Meeting and review key
elements of the project and expectations. Depending on the items purchased, the agenda will typically include:
• A high level review of the following project elements:
- Contract documents.
- A summary of contracted applications and hardware as purchased.
- Customer's involvement in project activities to confirm understanding of scope and required time
commitments.
- A high level Project Schedule with milestones and dates.
• Confirm CJIS background investigations and fingerprint requirements for Motorola employees and/or
subcontractors.
• Confirm Customer location for Motorola to ship their equipment for installation.
Motorola Responsibilities
• Schedule the remote Project Planning Session.
• Request the assignment of Customer Project Team and any additional Customer resources that are
instrumental to the project's success.
• Provide the initial Project Schedule.
• Baseline the Project Schedule.
• Review Motorola's delivery approach.
• Document mutually agreed upon Project Kickoff Meeting Agenda.
• Request user information required to establish the Customer in associated training portals.
Customer Responsibilities
• Identify Customer Project Team and any additional Customer resources that are instrumental to the project's
success.
• Acknowledge the mutually agreed upon Project Kickoff Meeting Agenda.
• Provide approval to proceed with the Project Kickoff Meeting.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 15
MOTOROLA SOLUTIONS QUOTE-3014423
Motorola Deliverables
• Project Kickoff Meeting Agenda.
Project Kickoff(if applicable)
Motorola will work with the Customer to understand the impact of introducing a new solution and the
preparedness needed for a successful implementation.
Note—The Detail Design Review(DDR), if applicable, is completed during the pre-sales process and normally
completed prior to Contract award. Delay in the DDR review may impact the project schedule. Motorola will not be
responsible for additional costs or delays incurred for Customer requested changes to the DDR.
Motorola Responsibilities
• Review Contract documents including project delivery requirements as described in this SOW.
• Discuss the deployment start date and deliver the Deployment Checklist.
• Discuss Mobile LPR equipment installation activities and responsibilities.
• Discuss Fixed LPR installation activities and responsibilities.
• Discuss project team participants and their role(s) in the project with fulfilling the obligations of this SOW.
• Review resource and scheduling requirements.
• Review the DDR, arranging for additional meeting for review as needed
• Review the Credentials Form
• Discuss Motorola remote system access requirements(24-hour access to a secured two-way Internet
connection through the Customer's firewall for the purpose of deployment and maintenance).
• Complete all necessary documentation (i.e. fingerprints, background checks, card keys, etc.)required for
Motorola resources to gain access to Customer facilities.
• Discuss the Training Plan.
• Review and agree on completion criteria and the process for transitioning to support.
Customer Responsibilities
• Provide feedback on project delivery requirements.
• Review the Deployment Checklist.
• Review the roles of project participants to identify decision-making authority.
• Grant Motorola Support access in the License Plate Recognition Technology program
• Validate non-disclosure agreements, approvals, and other related items are complete(if applicable).
• Provide all documentation (i.e.fingerprints, background checks, card keys, etc.) required for Motorola
resources to gain access to Customer facilities.
Motorola Deliverables
• Project Kickoff Meeting Minutes
• Deployment Checklist
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 16
MOTOROLA SOLUTIONS QUOTE-3014423
PROJECT EXECUTION
Hardware Procurement and Installation (if applicable)
Motorola will procure contracted hardware as part of the ordering process.The Customer is responsible for
providing an installation environment that meets manufacturer's specifications for the hardware, which includes
but is not limited to:
• Power
• Heating and Cooling
• Network Connectivity
• Access and Security
• Conduit and Cabling
Motorola Responsibilities
• Procure contracted equipment and ship to the Customer's designated location.
• Verify remote connection to hardware.
• The installer will be responsible for installing all Motorola provided hardware.
• Installer will utilize a certified electrician when wiring power to equipment.
• Verify whether the hardware is properly installed, connected to the network, and positioned to capture license
plate data. (if applicable).
• Create a Trip Report outlining the activities completed during configuration and testing of system hardware.
Customer Responsibilities(if applicable)
• Provide Motorola with the correct IP address(es)for configuration
• Ensure the Customer's network is operational.
• Inventory LPR equipment after arrival at Customer location.
• Procure Customer-provided equipment and make it available at the installation location.
• Install backend server in Customer's designated area (if applicable).
• Confirm the server room complies with environmental requirements(i.e. power, uninterruptible power, surge
protection, heating/cooling, etc.)(if applicable).
• Verify the server is connected to the Customer's network and installed for use.(if applicable)
• Conduct a power-on test to validate the installed hardware and software are ready for configuration.
• Provide, install, and maintain antivirus software for server(s)and/or workstation(s).
• Enable outgoing network connection (external firewall)to License Plate Recognition Technology
• Install Customer-supplied Access Points (if applicable).
• Verify all equipment directly connected to power is properly installed and connected to the network(if
applicable).
• For remote deployments, the Customer is responsible for verifying all equipment is connected to their network
• Confirm access to installed software on Customer-provided workstation(s).
Motorola Deliverables
• Contracted Equipment
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 17
MOTOROLA SOLUTIONS QUOTE-3014423
Mobile LPR Camera System (If Applicable)
The Motorola-certified installer will complete the installation of the Mobile LPR system(s)within the Customer-
provided vehicle(s)or selected location. The installer may also be responsible for installing cellular routers or Wi-
Fi radios inside the vehicle(s)for wireless upload of video and images.
The Customer vehicles must be available for the ST to complete the configuration and testing of the contractual
number of Mobile LPR cameras. If the Customer does not have all vehicles available during the agreed upon date
and time, the Customer may opt to sign-off on the number of Mobile configurations completed. If the Customer
requires the ST to complete the full contractual number of Mobile LPR Cameras at a later date and time,
additional cost may be incurred.
Note—The Pricing Page will reflect the Mobile LPR installation services by Motorola if Motorola is responsible for
the installations.
Motorola Responsibilities
• Setup server for Mobile LPR digital video recorder(DVR)configuration.
• Create configuration USB used to complete Mobile LPR hardware configuration and validation.
• Travel to the Customer site to conduct configuration and testing of Mobile LPRs.
• Complete Mobile LPR configuration on a single vehicle, and validate the configuration with the Customer.
• Point and aim the Mobile LPR camera for image capturing.
• Install Licensed Software on Customer-provided mobile data terminal (MDT)
• Configure MDT Netowrk Card
• Enable Al in Video Manager
• Configure NetMotion(if applicable)
• Receive Customer approval to proceed with remaining Mobile LPR configurations.
• Complete remaining contracted vehicle configurations.
• Test a subset of completed Mobile LPR hardware configurations.
• For Motorola-certified installer, complete the installation of cellular router and confirm placement of antenna
mounting with Customer(if applicable).
• The Motorola-certified installer will install Customer-provided SIM card into cellular router and connect cellular
router to the Mobile LPR(if applicable).
Customer Responsibilities
• Provide Motorola with remote connection and access credentials to complete Mobile LPR hardware
configuration.
• Notify Motorola of the vehicle installation location.
• Coordinate and schedule date and time for Mobile LPR hardware config u ration(s).
• Make Mobile LPR hardware available to Motorola for configuration and testing in accordance with the Project
Schedule.
• Provide cellular SIM Card for Internet connectivity to the installer at time of installation.
Motorola Deliverables
• Complete Configuration and camera aiming as it applies to the proposed solution.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").if no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 18
MOTOROLA SOLUTIONS QUOTE-3014423
Fixed LPR Camera System Configuration (If Applicable)
The Motorola-certified installer will complete the installation of the Fixed LPR system(s)within the Customers
designated locations. The installer may also be responsible for installing cellular routers or Wi-Fi radios for
wireless upload of video and images. In the instance where Customer has purchased a self-deploy or quick-
deploy camera without deployment or installation, the below Motorola responsibilities will be absorbed by the
Customer.
Motorola Responsibilities
• Review preliminary plans for installation
• Verify with customer that proper permits and authorizations have been obtained
• Identify installation locations(pole or infrastructure asset)on which to install the Fixed LPR camera
• Motorola-certified installer will install the Fixed LPR camera
• Point and aim the Fixed LPR camera for image capturing
• Install License Plate Recognition Technology Software
Customer Responsibilities
• Approve installation locations
• Obtain necessary permits and authorizations
• Provide power to installation locations
• Provide any required trenching
• Coordinate with local utility companies in the case of any interrupted service requests or instances
NOTE -The Customer is responsible for having all vehicles and devices available for installation per the Project
Schedule. All cellular data fees and Intemet connectivity charges are the responsibility of the Customer. When
cellular service is used as the point of connection, customer is responsible for providing cellular service, and SIM
cards if they are not being purchased from Motorola as part of the LPR solution. If a Motorola-certified installer is
not used for installation, Motorola is not responsible for any errors in hardware installation, performance or delays
in the Project Schedule. In the event the Customer takes on the responsibility of installing LPR cameras through a
Motorola-certified installer, Motorola is also not responsible for any errors in hardware installation, performance or
delays in the Project Schedule. For in-car LPR installations, an MDT is required for all vehicles (if applicable).
Automatic License Plate Recognition (ALPR)Commissioning (If Applicable)
This section highlights the responsibilities of Motorola and the Customer when a Motorola In-Car Video (ICV)
system interfaces with the LPR database.
Motorola Responsibilities
• Create a Customer account in the LPR data system with authorized user emails.
• Verify License Plate Recognition Technology software has been installed and launched per the Quickstart
Guide.
• Provide Mobile LPR-Officer Safety Basic and Advanced Pre-Installation Checklist.
• Provide Agency Manager with Training Materials and Licensed Software MDT installation guide.
• Advise Agency Manager of different options available to add new users.
• Confirm Agency Manager is aware of registration required for Hotlists.
• Confirm Agency Manager understands how to set up data-sharing.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
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MOTOROLA SOLUTIONS QUOTE-3014423
Customer Responsibilities
• Identify the Agency Manager.
• Register to receive access to Hotlists.
SOFTWARE INSTALLATION AND CONFIGURATION (IF APPLICABLE)
Motorola will install LPR software on a specified number of workstations. The Customer will be responsible for
installing the software on the remaining workstations.
Licensed Software for the Mobile LPR Solution
Licensed Software is used in conjunction with Mobile LPR cameras. Installation consists of the following activities:
• Network discovery.
• Operating system and software installation.
• Onboarding user/system identity set up.
• Provide user access to the application.
License Plate Recognition Technology
License Plate Recognition Technology software is a cloud solution that does not require an onsite server and
supports the full LPR Solution.
Motorola Responsibilities
• Based on Customer feedback, perform the following activities:
- Create users, groups, and permissions.
• Test to ensure software is accessible to the Customer
Customer Responsibilities
• Verify traffic can be routed through Customer's firewall and reaches end user workstations.
CloudConnect Installation and Configuration (applicable for CommandCentral Aware purchase)
Motorola Responsibilities
• Verify remote access capability.
• Remotely configure CloudConnect Virtual Machine within the Cloud Anchor Server.
• Configure network connectivity and test connection to the CloudConnect Virtual Machine.
• Create an IPSEC tunnel.
• Provide Customer with the information for setting up the IPSEC tunnel.
Customer Responsibilities
• Provide Motorola with two static IP addresses, corresponding subnet masks/default gateway, and available
NTP and DNS IP for the CloudConnect Virtual Machine and the Cloud Anchor Server.
• Confirm with Motorola the network performance requirements are met.
• Configure firewall to allow traffic from IPSEC tunnel.
Completion Criteria
• CloudConnect Virtual Machine configuration is complete and accessible throughout the network.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 20
MOTOROLA SOLUTIONS QUOTE-3014423
CommandCentral Evidence(if applicable)
Motorola will work with the Customer to determine best industry practices, current operations environment, and
subsystem integration to ensure optimal configuration of your CommandCentral Evidence solution.
Motorola Responsibilities
• Use the CommandCentral Admin Portal to provision users, groups, and rules based on Customer Active
Directory data.
• Guide the Customer in the configuration of CommandCentral Evidence.
Customer Responsibilities
• Supply access and credentials to Customer's Active Directory for the purpose of Motorola conducting
CommandCentral Evidence provisioning.
• Respond to Motorola's inquiries regarding users, groups and agency mapping to CommandCentral Evidence.
• Provision policies, procedures, and user permissions.
• Configure evidence as directed by Motorola.
Third-Party Interfaces(if applicable)
The integration between Motorola's LPR system and the Customer's third-party system may consist of an iterative
series of activities depending on the complexity of accessing the third-party system. Interfaces will be installed
and configured in accordance with the Project Schedule. The Customer is responsible for engaging third-party
vendors as required to facilitate connectivity and testing of the interface(s).
Motorola Responsibilities
Develop and configure interface(s)to support the functionality described in the Solution Description.
Establish and validate connectivity between Motorola and third-party systems.
Perform functional demonstration to confirm the interface(s)can transmit and receive data to the Customer's
digital evidence management system.
Customer Responsibilities
• Act as liaison between Motorola and third-party vendor(s)as required to establish connectivity to the LPR
system.
• Provide personnel authorized to make changes to the network and third-party systems to support Motorola's
integration efforts.
• Provide network connectivity between the LPR and the third-party system(s).
• Provide information on API, SDKs, data scheme, and any documentation necessary to establish interfaces
with all local and remote systems. This information should be provided to the Motorola PM within ten (10)
business days of the Interface Engagement Meeting.
NOTE-At the time of initial design, unknown circumstances, requirements or anomalies may present difficulties
with interfacing Motorola products to a third-party application. These difficulties could result in a poorly performing
or a non-functional interface. By providing Motorola with this information early in the deployment process, will put
us in the best position to mitigate these potential issues. If the resolution requires additional third-party integration,
application upgrades, APIs, and/or additional software licenses, the Customer is responsible for addressing these
issues at their cost. Motorola is not responsible for any delays or costs associated with third-party applications or
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 21
MOTOROLA SOLUTIONS QUOTE-3014423
Customer-provided third-party hardware or software. All APIs provided by Motorola or integrations with third-party
software are provided AS IS. Motorola is not liable for any claims or damages associated with third party
applications,or Customer-provided third party hardware or software.
SYSTEM TRAINING
The objective of this section is to prepare for and deliver training. Motorola training consists of computer-based
(online)and instructor-led (on-site or remote). Our training delivery methods will vary depending on course
content. Training will be delivered in accordance with the Training Plan.As part of our training delivery, Motorola
will provide user guides and training materials in an electronic format.
Online Training (if applicable)
Online training is made available to the Customer through LXP and/or Motorola vetted third party platforms.
Motorola Responsibilities
• Designate a LXP Administrator to work with the Customer(if applicable).
• Establish an accessible instance of LXP for the Customer(if applicable).
• Configure a Customer-specific portal view.
• Organize content to align with Customer's selected technologies.
• Create initial Customer user accounts and a single Primary Administrator account..
• Provide technical support for user account and access issues, LXP functionality, and Motorola managed
content(if applicable).
• Provide instruction to Customer on building groups.
• Coordinate third party platform usage and additional course offerings
Customer Responsibilities
• Provide user information for the initial creation of accounts.
• Complete LXP Administrator training (if applicable).
• Ensure network and Internet connectivity for Customer access to training platforms.
Instructor-Led Training (On-Site and/or Remote, if applicable)
Instructor-led courses are based on products purchased and the Customer's Training Plan.
Motorola Responsibilities
• Deliver User Guides and training materials in an electronic format_
• Perform training in accordance with the provided Training Plan.
• Provide the Customer with training attendance rosters and summarize any pertinent information that may
impact end user training.
Customer Responsibilities
• Supply classroom(s)with the required computer and audio-visual equipment for training.
• Designate training representatives who will work with the Motorola trainer(s)to deliver the training content.
• Facilitate training of all Customer end users in accordance with the Customer's Training Plan.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 22
MOTOROLA SOLUTIONS QUOTE-3014423
Motorola Deliverables
• Electronic versions of User Guides and training materials.
• Attendance rosters.
PROJECT GO-LIVE, CLOSURE,AND HANDOVER TO SUPPORT
Motorola will utilize the Deployment Checklist throughout the deployment process to verify features and
functionality are in line with installation and configuration requirements.The Customer will witness the ST
demonstrating the Deployment Checklist and provide feedback as features and functionality are demonstrated.
The Customer is considered Live on the system after the equipment has been installed, configured, and made
available for use, and training has been delivered or made available to the Customer.
Upon the conclusion of Go-Live, the project is prepared for closure. Project closure is defined as the completion of
tasks and the Customer's receipt of contracted components. The Deployment Checklist serves as the artifact that
memorializes a project closure.A System Acceptance Certificate will be provided to the Customer for signature to
formally close out the project.The Customer has ten (10) business days to provide Motorola with a signed
System Acceptance Certificate. If the Customer does not sign off on this document or provide Motorola written
notification rejecting project closure, the project will be deemed closed. Upon project closure,the Customer will
engage with Technical Support for on-going needs in accordance with the Customer's specific terms and
conditions of support.
Motorola Responsibilities
• Provide the Customer with Motorola Technical Support engagement process and contact information.
• Provide Technical Support with the contact information of Customer users who are authorized to engage
Technical Support.
• Ensure Deployment Checklist is complete.
• Obtain Customer signature on the System Acceptance Certificate.
• Provide Customer survey upon closure of the project.
Customer Responsibilities
• Within ten (10) business days of receiving the System Acceptance Certificate, provide signatory approval
signifying project closure.
• Provide Motorola with the contact information of users who are authorized to engage Motorola's Technical
Support.
• Engage Technical Support as needed.
Motorola Completion Criteria
• Provide Customer with survey upon closure of the project.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 23
MOTOROLA SOLUTIONS QUOTE-3014423
ASSUMPTIONS
This SOW is based on the following list of assumptions (if applicable):
• Customer is aware of and abiding by their States' laws, mandates and requirements in relation to the Hotlist
• Pole installations will be done on grassy/dirt/gravel areas or sites where excavation can easily be done with
fstandard auger equipment.
• Site conditions meet all applicable industry and legal standards (including standards promulgated by OSHA or
other governmental or regulatory bodies)
• Information provided and approved in the Presales DDR process was accurate
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 24
0 MOTOROLA SOLUTIONS QUOTE-3014423
LPR REMOTE MONITORING SERVICE
STATEMENT OF WORK
OVERVIEW
The Remote Monitoring service provides Motorola Solutions' Network Operations Center("NOC")with operational
status of Customer's LPR cameras, enabling the NOC to provide proactive technical support response to defined
alerts from the Customer's camera system. When an actionable event takes place, it becomes an incident.
Centralized Managed Support Operations ("CMSO")technologists acknowledge and assess these incidents, and
initiate a defined response.
This Statement of Work("SOW"), including all of its subsections and attachments, is an integral part of the
applicable agreement and applicable addenda("Agreement") between Motorola Solutions, Inc. ("Motorola
Solutions") and the customer("Customer").All services provided under this SOW shall be governed by the terms
of the Agreement.
DESCRIPTION OF SERVICE
This service is made up of two main components:
1. Upon initial purchase of this Service, Motorola Customer Representatives will onboard the
Customer to receive service.
2. The alerts will be monitored and responded to by the NOC.
Alerts will be generated based on the health status of the camera. These alerts may be tied to events like a
camera losing power or not recording detections after a defined period of time.
SCOPE
Remote Monitoring service will provide a response to detected health status alerts. The NOC will begin
the standard troubleshooting process on the system directly and initiate the appropriate next steps.
MOTOROLA SOLUTIONS RESPONSIBILITIES
• Verify connectivity and event monitoring prior to system acceptance or start date of the Service.
• Once alerted, create an incident, as necessary. Gather information to perform the following:
- Describe the event
- Assign and track the incident to resolution (if applicable)
• Electronically transmit the Incident ticket to the Customer.
• Maintain communication as needed with the Customer in the field until incident resolution.
• Upon request, provide updates on incident resolution to the Customer.
• If the Customer would like to have an on-site technician dispatched, LPR Standard On-site Replacement is an
optional solution available for purchase with associated fees.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")[hat authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 25
aMOTOROLA SOLUTIONS QUOTE-3014423
LIMITATIONS AND EXCLUSIONS
The following activities are outside the scope of the LPR Remote Monitoring service:
• Motorola Solutions will not monitor alerts from any elements outside of the Customer's identified LPR solution,
or monitor infrastructure provided by a third party, unless specifically agreed upon in writing. Monitored
elements must be within the Motorola LPR Solution and capable of sending alerts to the monitoring platform.
• Customer shall inform Motorola Solutions of any changes made to the Motorola Solutions System. Motorola
Solutions is not responsible or liable for Services necessary due to such changes. Additional support charges
above contracted service agreement fees may apply if Motorola Solutions determines that system faults were
caused by the Customer or a third party making changes to the System without written approval from
Motorola Solutions.
• Monitoring of network transport, such as WAN ports,WAN Cloud and redundant paths, unless provided by
supplemental service outside this standard scope.
• On-site visits required to resolve technical issues that cannot be resolved by working remotely with the
Customer's technical resource.
• System installations, hardware upgrades and expansions.
• Customer training.
• Hardware repair and/or replacement.
• Network security services.
• Information Assurance.
• Customer-provided or third-party equipment, services or software not provided by Motorola.
CUSTOMER RESPONSIBILITIES
• Provide internet connectivity for the camera(s) included in this service, unless otherwise provided as agreed
upon by Motorola Solutions.
• Purchase camera licenses for any cameras covered by this service.
• Provide access to the camera as needed for troubleshooting efforts.
• Provide continuous utility service to any Motorola Solutions supported equipment installed or used at the
Customer's premises to support delivery of the service. The Customer agrees to take reasonable due care to
secure the Motorola Solutions supported equipment from theft or damage while on the Customer's premises.
• Prior to contract start date, provide Motorola Solutions with pre-defined information necessary to complete a
Customer Support Plan (CSP), including:
— Incident notification preferences and procedure
— Repair verification preference and procedure
— Database and escalation procedure forms
• Submit timely changes in any information previously supplied to Motorola Solutions and included in the CSP.
• Notify the CMSO when the Customer performs any activity that impacts the system. Activity that impacts the
system may include, but is not limited to: installing software or hardware upgrades, performing upgrades to
the network, renaming elements or devices within the network, moving (including
installing/reinstalling/deinstalling) cameras, and taking down part of the system to perform maintenance.All
such changes must be communicated through the opening of a Change("CRQ)ticket with the NOC.
• Allow Motorola Solutions field service technician, if designated in the CSP, access to remove Motorola
Solutions-owned monitoring equipment upon cancellation of service.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 26
MOTOROLA SOLUTIONS QUOTE-3014423
• Provide Motorola Solutions with all Customer-managed passwords required to access the Customer's system
upon request, when opening a request for service support, or when needed to enable response to a technical
issue.
• Pay additional support charges above the contracted service agreements that may apply if it is determined
that system faults were caused by the Customer or a third party making changes to the System without
written approval from Motorola Solutions, or if Customer-provided network connectivity is not capable of
supporting consistent heartbeat event transmission.Additional fees may be necessary to resolve an issue,
based on the exclusions above.
• Cooperate with Motorola Solutions and perform reasonable or necessary acts to enable Motorola Solutions to
provide these services.
RESPONSE TIMES
In the event of an incident, a ticket is opened. Motorola Solutions will provide an initial response during normal
business hours: 8:00 a.m.to 5:00 p.m, Monday through Friday; excluding statutory(Federal and State) holidays,
and excluding Customer-specific holidays when a Customer representative would not be available to collaborate
with the CMSO Service Desk. Motorola's response time will be based on Customer's local time zone.
Upon ticket opening, the CMSO Service Desk and Technical Support will determine if a replacement camera
and/or solar panel will be required to resolve the incident. Motorola will then notify Customer to request an
advance replacement unit through their warranty coverage.
If On-site Standard Replacement has been purchased and meets requirements, the Customer will then notify the
Service Desk upon receipt of the replacement unit. Motorola will aim to have a Field Service Technician arrive on-
site within 8 hours of confirmation that Customer has received the replacement unit.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 27
MOTOROLA SOLUTIONS QUOTE-3014423
LPR STANDARD ON-SITE REPLACEMENT STATEMENT OF WORK
OVERVIEW
Motorola Solutions' LPR Standard On-site Replacement service provides incident management for on-site
technical service requests associated with hardware replacement provided under warranty or extended warranty.
The service is delivered by Motorola's Centralized Managed Support Operations ("CMSO") in cooperation with a
local service provider.
This Statement of Work("SOW"), including all of its subsections and attachments, is an integral part of the
applicable master agreement and any applicable addenda ("Agreement") between Motorola Solutions, Inc.
("Motorola")and the customer("Customer").All services provided under this SOW shall be governed by the terms
of the Agreement.
LPR On-site Replacement Service may also be referred to herein as On-site Support.
DESCRIPTION OF SERVICE
The Motorola CMSO team will receive a request for support that may ultimately require replacement of the
hardware under warranty. This replacement will then result in a request for on-site service.
The dispatched field service technician will travel to the Customer's location to restore the system in accordance
with Section 1.8: Response Times.
Motorola will manage incidents as described in this SOW. The CMSO Service Desk will maintain contact with the
field service technician until incident closure.
GEOGRAPHIC AVAILABILITY
LPR Standard On-site Replacement is available in the United States where certified Motorola servicers are
present. Response times are based on the Customer's local time zone, availability of personnel and equipment,
and site location.
INCLUSIONS
LPR Standard On-site Replacement Service is provided for Motorola-manufactured equipment, specifically the
L6Q camera and associated solar panel, whose installed height is reachable using a maximum 14-foot A-frame
ladder. In addition, the equipment must be covered by a warranty plan with advanced replacement as a
prerequisite for the LPR Standard On-site Replacement Service.
LIMITATIONS AND EXCLUSIONS
The following items are excluded from this service:
• All Motorola-manufactured equipment beyond the post-cancellation support period.
• Any technical service requests related to equipment or hardware no longer under warranty, third-party
equipment or software, including Broadband Services and related hardware.
• Physically damaged equipment.
• Accessories and consumable items including, but not limited to, batteries, connectors, cables, toner or ink
cartridges, tower lighting, laptop computers, monitors, keyboards and mouse.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively-'Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 28
MOTOROLA SOLUTIONS QUOTE-3014423
• Retrieval of video from malfunctioning LPR Cameras.
• Construction related services and poles.
• Procurement or use of a Bucket Truck or any specialized equipment for accessing or servicing equipment
above 14-foot height.
• Permitting (unless otherwise agreed upon by parties in writing), local licensing and coordination and costs
associated with Public Safety.
• State or City-specific specialty contractor licenses.
• Procuring or coordinating traffic control where the service is to be performed.
• Any electrical or utility work that may be found to be required to restore operation of the equipment.
• RF infrastructure and backhaul components, including but not limited to, antennas, transmission lines,
antenna dehydrators, microwave, line boosters, amplifiers(such as tower top amplifiers and bi-directional
amplifiers), logging recorders, data talker wireless transmitters, short haul modems, combiners, multicouplers,
duplexers, shelters, shelter HVAC, generators, UPS's and test equipment.
• Racks, furniture and cabinets.
• Tower and tower-mounted equipment
• Non-standard configurations, customer-modified equipment, and certain third-party equipment, software or
solutions.
• Any services and replacements during unsafe conditions, including but not limited to Acts of God, Natural
Disasters and unsafe weather and site conditions.
MOTOROLA SOLUTIONS RESPONSIBILITIES
• Receive service requests.
• Dispatch a field service technician, as necessary and in accordance with Motorola standard procedures, and
provide necessary incident information.
• Provide the required personnel access to relevant Customer information, as needed.
• Motorola Solutions field service technician will perform the following on-site:
- If applicable, evaluate the customer's environment and equipment to determine the source of the issue.
This may result in restoration of camera functionality without replacement.
- If necessary, replace defective LPR Equipment, per the warranty or extended warranty coverage
associated with the defective equipment.
- Technician will be equipped with the tools and documentation needed to perform the work and will supply
ancillary materials required to perform the service
- Update the component with the latest Firmware and/or Software updates and confirm updates.
• Close the incident upon receiving notification from the Customer or Motorola field service technician,
indicating the incident is resolved.
• Provide incident activity reports to the Customer, if requested.
CUSTOMER RESPONSIBILITIES
• Prior to start date, provide Motorola with the following pre-defined Customer information and preferences
necessary:
- Incident notification preferences and procedure
- Repair verification preference and procedure
- Database and escalation procedure forms
• As part of service onboarding, establish a Maintenance User Account(username/login)that is to be provided
to the responding on-site technician, to be utilized by the technician in effecting camera configuration as
needed.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 29
MOTOROLA SOLUTIONS QUOTE-3014423
• Submit timely changes to any information, previously supplied to Motorola, which is needed for Motorola to
perform the service.
• Provide the following information when initiating a service request:
- Serial number of Camera
- Assigned System ID number
- Problem description and site location
- Other pertinent information requested by Motorola to open an incident
• Provide field service technician with prompt and safe access to equipment
- Customer will ensure that(a)all Sites are safe and secure, (b) Site conditions meet all applicable industry
and legal standards (including standards promulgated by OSHA or other governmental or regulatory
bodies), (c)to the extent applicable, Sites have adequate physical space, air conditioning, and other
environmental conditions, electrical power outlets, distribution, equipment, connections, and telephone or
other communication lines (including modem access and interfacing networking capabilities), and (d)
Sites are suitable for the installation, use and maintenance of the Products and Services. Customer is
responsible for providing a security detail to facilitate a safe working environment, at Motorola's request,
while a Motorola employee or servicer/subcontractor is conducting on-site demonstrations, installations or
site walks. If Motorola or Customer identifies any deficiencies or non-conformities in the Site, Customer
will promptly remediate such issues or the Parties will select a replacement Site.
• Maintain and store software needed to restore the system in an easily accessible location.
• Maintain and store proper system backups in an easily accessible location.
• Cooperate with Motorola and perform reasonable or necessary acts to enable Motorola to provide these
services.
• Provide a primary onsite contact to be available, as needed, to the Motorola technician.
• In the event that Motorola agrees in writing to provide supplemental LPR On-site Replacement Services to
Customer-provided third-party elements, the Customer agrees to obtain and provide applicable third-party
consents or licenses to enable Motorola to provide the service. All services provided by Motorola in this case
are provided AS IS with no warranties or representations. Additionally, Motorola disclaims all liability for any
claims related to supplemental services and third-party elements.
• Customer responsible to complete the advanced replacement cycle and return camera.
• Customer responsible for ensuring the solar panels and camera lenses are inspected and cleaned annually.
RESPONSE TIMES
In the event of an incident, a ticket is opened. Motorola will provide an initial response during normal business
hours: 8:00 a.m. to 5:00 p.m, Monday through Friday; excluding statutory(Federal and State)holidays, and
excluding Customer-specific holidays when a Customer representative would not be available to collaborate with
the CMSO Service Desk and onsite technician. Motorola's response time will be based on Customer's local time
zone, availability of personnel and equipment and site location.
Upon ticket opening, the CMSO Service Desk and Technical Support will determine if a replacement camera
and/or solar panel will be required to resolve the incident. Motorola will then notify Customer to request an
advance replacement unit through their warranty coverage. Customer will then notify the Service Desk upon
receipt of the replacement unit. Motorola will aim to have a Field Service Technician arrive on-site within 8 hours
of confirmation that Customer has received the replacement unit.
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the
""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively Products')'
If no Underlying Agreement exists between
Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Page 30
_ ��lUR ��
., �. CITY CLERK PROCESSING FORM
Agreements /Amendments / Extensions / Deeds
u« MAY 1LI'2- 7
REVIVE FUNDED? COVID FUNDED? CONFIDENTIAL?
[]YES ❑■ NO ❑YES ❑■ NO ❑YES ❑■ NO
TO: CITY CLERK'S OFFICE
FROM: DEPT.: POLICE MAIL STOP: M97
PROJECT MANAGER: COMMANDER GIL HERNANDEZ EXT.: 8275
The following information must be provided
in requesting processing of agreements/amendments/extensions/deeds for the City:
(See page 2 for instructions on how to fill out the this form)
NAME OF CONSULTANT/PARTY: MOTOROLA SOLUTIONS, INC.
AGREEMENT NUMBER(if applicable): A / N A-2025-060
AMENDMENT NUMBER ❑ 1ST ❑ 2ND ❑ 3RD ❑4TH
(if applicable) :
EXTENSION NUMBER ❑ 1ST ❑ 2ND ❑ 3RD ❑4TH
(if applicable):
An amendment/extension requires a copy of a Staff Report and/or initial agreement to be included.
AMOUNT: ■❑* OVER ❑ * $50,000 *Note: Council approval is required if an agreement with a
$50,000 AND UNDER vendor exceeds $50,000 within a Fiscal Year for non-
public works agreements.
Bid for contracts exceeding $50,000, will continue to require
a formal Invitation for Bid.
■❑ 1) Approved by council. ❑ 2) NOT approved by council.
COUNCIL APPROVAL DATE: 05/06/2025 ITEM #: 15
TERM OF AGREEMENT EFFECTIVE DATE. 05/06/2025 TERMINATION DATE: 05/05I2030
SIGNATURES REQUIRED: ❑■ VENDOR ❑■ AGENCY ❑■ CITY ATTORNEY ❑ OTHER
NOTARIZATION REQUIRED ❑ YES ❑ NO
APPROVEDINSURANCE: ❑ YES ■❑ NO
)'INSURANCE APPROVAL REQUIRED BY RISK MGMT. PRIOR TO SUBMITTING TO CITY CLERK)
COMMENTS: INSURANCE TO FOLLOW
FOR CLERK OFFICE USE ONLY: ❑ PROCESS ❑ DO NOT PROCESS
❑ Missing Signatures ❑ Needs Council Approval ❑ Other
ADDITIONAL REMARKS:
*Effective July 6, 2023, City Manager contract authority increased via Ordinance NS-3041.
hAgreements\Forms\Form-AGREEMENT PROCESSING FORM-06-19-2023-FINAL.doc Revised:06/1912023
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