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HomeMy WebLinkAbout14-0810 Motorola Solutions CITY OF ELGIN, ILLINOIS, POLICE DEPARTMENT AUGUST 10, 2014 c REAL TIME INFORMATION CENTER SOLUTION QMOTOROLA The design.technical,pricing,and other information(`Information")furnished with this submission is proprietary information of Motorola Solutions,Inc. ("Motorola )and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law,the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola. MOTOROLA,MOTO,MOTOROLA SOLUTIONS,and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.SYMBOL is a trademark owned by Symbol Technologies.Inc.,which is a wholly owned subsidiary of Motorola Solutions,Inc.All other trademarks are the property of their respective owners ©2013 Motorola Solutions,Inc.All rights reserved. TABLE OF CONTENTS Contract Documentation A-1 Communications System Agreement A-1 Exhibit A EXHIBIT A SOFTWARE LICENSE AGREEMENT A-1 Exhibit B EXHIBIT B PAYMENT SCHEDULE B-1 Exhibit C Exhibit C TECHNICAL AND IMPLEMENTATION DOCUMENTS C-1 C.1 "System Description" dated August 10, 2014 C-1 C.1.1 Real Time Information Center C-1 C.1.2 Real Time Intelligence Console C-2 C.1.2.1 MCC 7100 Dispatch Console C-3 C.1.3 Genetec Security Center Video Management System C-4 C.1.3.1 Omnicast Enterprise C-4 C.1.4 City of Elgin PD Interfaces C-5 C.1.4.1 Elgin Real Time Information Center Integrated Components C-5 C.1.4.2 Future RIC Connectors C-5 C.1.5 Computer and Monitor Hardware C-7 C.1.6 Connectivity C-8 C.1.6.1 Network Connectivity Requirements C-8 C.1.6.2 Rack Spacing Requirements C-8 C.1.6.3 Power Consumption Requirements C-9 C.1.7 System Diagram C-10 C.2 "Equipment List" dated August 10, 2014 C-11 C.2.1 Equipment C-11 C.2.1.1 RIC Equipment (Hardware and Software) C-11 C.2.1.2 MCC 7100 Equipment (Hardware, Software, and Licenses) C-11 C.2.1.3 Genetec Equipment (Hardware and Software) C-11 C.3 "Statement of Work" dated August 10, 2014 C-13 C.3.1 Assumptions C-13 C.3.2 Contract C-14 C.3.2.1 Contract Award (Milestone) C-14 C.3.2.2 Contract Administration C-14 C.3.2.3 Project Kickoff C-15 C.3.3 Contract Design Review C-15 C.3.3.1 Review Contract Design C-15 C.3.3.2 Design Approval (Milestone) C-16 C.3.4 Order Processing C-16 City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Table of Contents i C.3.4.1 Process Equipment List C-16 C.3.5 Development, Procurement, and Staging C-17 C.3.5.1 Develop Connectors C-17 C.3.5.2 Procure Equipment C-17 C.3.5.3 Ship to Staging (Milestone) C-17 C.3.5.4 Stage System C-18 C.3.5.5 Perform Staging Acceptance Test Procedures C-18 C.3.5.6 Ship Equipment to Field C-18 C.3.5.7 CCSi Ship Acceptance (Milestone) C-19 C.3.6 Civil Work for City of Elgin PD-Provided Facilities C-19 C.3.7 System Installation C-20 C.3.7.1 Install RTIC Equipment C-20 C.3.8 System Optimization C-20 C.3.8.1 Optimize the RTIC System C-20 C.3.9 Training C-21 C.3.9.1 Perform Training C-21 C.3.10 Finalize C-22 C.3.10.1 Cutover (when applicable) C-22 C.3.10.2 Resolve Punchlist C-22 C.3.10.3 Transition to Service/Project Transition Certificate C-22 C.3.10.4 Finalize Documentation C-23 C.3.10.5 Final Acceptance (Milestone) C-23 C.3.11 Project Administration C-23 C.3.11.1 Project Status Meetings C-23 C.3.11.2 Progress Milestone Submittal C-24 C.3.11.3 Change Order Process C-24 C.4 "Acceptance Test Plan" or"ATP" dated August 10, 2014 C-28 C.4.1 Perform Equipment Testing C-28 C.4.2 Perform Functional Testing C-28 C.5 "Performance Schedule" dated (not applicable) C-29 Exhibit D EXHIBIT D SERVICE STATEMENT(S)OF WORK and SERVICE TERMS AND CONDITIONS (IF APPLICABLE) D-1 Warranty/Maintenance D-1 D.1 RTIC Technical Support D-1 D.1.1 Description of Service D-1 D.1.1.1 Exclusions to Service and Applicable Disclaimers D-1 D.1.1.2 Motorola Severity Levels D-1 D.1.1.3 Infrastructure Repair D-3 D.1.2 Elgin PD Real Time Information Center Solution Maintenance D-5 August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. ii Table of Contents Motorola Solutions Confidential Restricted Exhibit E E.1 SYSTEM ACCEPTANCE CERTIFICATE E-1 Exhibit F F.1 FIELD TRIAL AGREEMENT F-1 Attachment A: Development Field Trial Scope of Services ("SOS") for Elgin, Illinois F-1 F.1.1 Summary and purpose of Development field Trial Scope F-1 F.1.2 Real Time Crime Center Features F-1 F.1.3 Responsibilities Matrix F-2 F.1.4 Motorola's VIP Program F-3 F.1.5 Field Trial System Components F-4 F.1.6 Data Collection F-4 F.1.7 Development Field Trial Program Pricing F-5 F.1.7.1 Elgin Real Time Information Center Solution F-5 F.1.7.2 Optional Public/Private Video Aggregation Solution — (5) Add On Locations & Existing Demo Equipment F-5 City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Table of Contents iii This page intentionally left blank. "Ar) August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. iv Table of Contents Motorola Solutions Confidential Restricted 0 CONTRACT DOCUMENTATION Communications System Agreement Motorola Solutions, Inc. ("Motorola"), a Delaware Corporation, and City of Elgin, Illinois ("Customer"), a municipal corporation enter into this "Agreement," pursuant to which Customer will purchase and Motorola will sell the System, as described below. Motorola and Customer may be referred to individually as a "Party" and collectively as the"Parties." For good and valuable consideration,the Parties agree as follows: Section 1 EXHIBITS The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between Exhibits A through E will be resolved in their listed order. Exhibit A Motorola"Software License Agreement" Exhibit B "Payment Schedule" Exhibit C "Technical and Implementation Documents" C-1 "System Description"dated August 10, 2014 C-2 "Equipment List"dated August 10, 2014 C-3 "Statement of Work"dated August 10, 2014 C-4 "Acceptance Test Plan"or"ATP"dated August 10, 2014 C-5 "Performance Schedule"dated (not applicable) Exhibit D Service Statement(s)of Work and"Service Terms and Conditions" Exhibit E "System Acceptance Certificate" Exhibit F "Field Trial Agreement" Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: 2.1. "Acceptance Tests"means those tests described in the Acceptance Test Plan. 2.2. "Administrative User Credentials"means an account that has total access over the operating system, files, end user accounts and passwords at either the System level or box level. Customer's personnel with access to the Administrative User Credentials may be referred to as the Administrative User. 2.3. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). 2.4. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine- recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; or is explicitly approved for release by written authorization of the disclosing Party. 2.5. "Contract Price" means the price for the System, excluding applicable sales or similar taxes and freight charges. City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contract Documentation A-1 2.6. "Effective Date" means that date upon which the last Party executes this Agreement. 2.7. "Equipment" means the equipment that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List. 2.8. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable '-'11) control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots). 2.9. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright. 2.10. "Motorola Software" means Software that Motorola or its affiliated company owns. 2.11. "Non-Motorola Software" means Software that another party owns. 2.12. "Open Source Software" (also called "freeware" or "shareware") means software with either freely obtainable source code, license for modification, or permission for free distribution. 2.13. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. 2.14. "Software" means the Motorola Software and Non-Motorola Software, in object code format that is furnished with the System or Equipment. 2.15. "Specifications" means the functionality and performance requirements that are described in the Technical and Implementation Documents. 2.16. "Subsystem" means a major part of the System that performs specific functions or operations. Subsystems are described in the Technical and Implementation Documents. 2.17. "System" means the Equipment, Software, and incidental hardware and materials that are combined together into an integrated system; the System is described in the Technical and Implementation Documents. 2.18. "System Acceptance" means the Acceptance Tests have been successfully completed. 2.19. "Warranty Period" means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide, install and test the System, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last. August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. A-2 Contract Documentation Motorola Solutions Confidential Restricted Q 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date, Customer may order additional Equipment or Software if it is then available. Each order must refer to this Agreement and must specify the pricing and delivery terms. Notwithstanding any additional or contrary terms in the order, the applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Title and risk of loss to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within twenty (20) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online ("MOL"), and this Agreement will be the "Underlying Agreement" for those MOL transactions rather than the MOL On-Line Terms and Conditions of Sale. MOL registration and other information may be found at http://www.motorola.com/businessandgovernment/and the MOL telephone number is (800) 814-0601. 3.5. MAINTENANCE SERVICE. During the Warranty Period, in addition to warranty services, Motorola will provide maintenance services for the Equipment and support for the Motorola Software pursuant to the Statement of Work set forth in Exhibit D. Those services and support are included in the Contract Price. If Customer wishes to purchase additional maintenance and support services for the Equipment during the Warranty Period, or any maintenance and support services for the Equipment either during the Warranty Period or after the Warranty Period, the description of and pricing for the services will be set forth in a separate document. If Customer wishes to purchase extended support for the Motorola Software after the Warranty Period, it may do so by ordering software subscription services. Unless otherwise agreed by the parties in writing, the terms and conditions applicable to those maintenance, support or software subscription services will be Motorola's standard Service Terms and Conditions, together with the appropriate statements of work. 3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.7. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be applicable). 3.8. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order. 3.9. CONTINGENCY. This Agreement is contingent upon the Customer and Motorola contemporaneously executing the Field Trial Agreement, attached as Exhibit F, for Development Field Trial Scope of Services. Section 4 PERFORMANCE SCHEDULE The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement,Customer authorizes Motorola to proceed with contract performance. City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contract Documentation A-3 Section 5 CONTRACT PRICE, PAYMENT AND INVOICING 5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $ 159,301.00, as set forth in Exhibit F. If applicable, a pricing summary is included with the Payment Schedule. Motorola has priced the services, Software, and Equipment as an integrated system. A reduction in Software or Equipment quantities, or services, may affect the overall Contract Price, including discounts if applicable. 5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment Schedule. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within twenty (20) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check,or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1 1 1 5800. 5.3. FREIGHT, TITLE, AND RISK OF LOSS. All freight charges are included in the Contract Price. Title to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Risk of loss will pass to Customer upon delivery of the Equipment to the Customer. Motorola will pack and ship all Equipment in accordance with good commercial practices. 5.4. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address: 151 Douglas Elgin,IL 60120 The address which is the ultimate destination where the Equipment will be delivered to Customer is: 151 Douglas Elgin,IL 60120 The Equipment will be shipped to the Customer at the following address(insert if this information is known): 151 Douglas Elgin, 1L 60120 Customer may change this information by giving written notice to Motorola. Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and mounting locations; and access to the work sites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist Customer in the local building permit process. 6.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate: physical space; air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any apparent deficiencies or non- conformities with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date. August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restnctions on the cover page. A-4 Contract Documentation Motorola Solutions Confidential Restricted Q 6.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order. Section 7 TRAINING Any training to be provided by Motorola to Customer will be described in the Statement of Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty(30) days before its scheduled start date, Motorola may recover these additional costs. Section 8 SYSTEM ACCEPTANCE 8.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 8.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. 8.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 8.4 FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed and the Customer has signed the Final Project Acceptance section on the System Acceptance Certificate. Section 9 REPRESENTATIONS AND WARRANTIES 9.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency(RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation;or Customer changes to load usage or configuration outside the Specifications. City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contract Documentation A-5 9.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Equipment. 9.3. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 9 that are applicable to the Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERCEDES THIS SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. 9.4. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear. 9.5. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola's liability for the warranty claim. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola. 9.6. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. 9.7. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10 DELAYS 10.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. August 10,2014 City of Elgin.Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. A-6 Contract Documentation Motorola Solutions Confidential Restricted 41) 10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment Schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan. Section 11 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement (a "Dispute"). 11.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State in which the System is installed. 11.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute,the Parties will proceed to mediation. 11.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party ("Notice of Mediation"). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. 11.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in Kane County, Illinois or in the U.S. District Court for the Northern District of Illinois. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement. 11.5. CONFIDENTIALITY. All communications pursuant to subsections 11.2 and 11.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. Section 12 DEFAULT AND TERMINATION 12.1 DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. 41) Motorola Solutions Confidential Restncted Contract Documentation A-7 12.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 12.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non-defaulting Party any of its Confidential Information. If Customer is the non-defaulting Party, terminates this Agreement as permitted by this Section, and completes the System through a third Party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price. Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges. Section 13 INDEMNIFICATION 13.1. GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notice of any the claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This section sets forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way related to Customer's performance under this Agreement. 13.3. PATENT AND COPYRIGHT INFRINGEMENT. 13.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third- party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim"). Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. 13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. 13.3.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. A-8 Contract Documentation Motorola Solutions Confidential Restricted Q in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product. 13.3.4. This Section 13 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 13 are subject to and limited by the restrictions set forth in Section 14. Section 14 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA W ILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action. Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS 15.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the parties may provide each other with Confidential Information. Each Party will: maintain the confidentiality of the other Party's Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party in writing, as required by a court of competent jurisdiction, or as required by law; restrict disclosure of the Confidential Information to its employees who have a "need to know" and not copy or reproduce the Confidential Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential Information, including informing its employees who handle the Confidential Information that it is confidential and is not to be disclosed to others, but these precautions will be at least the same degree of care that the receiving Party applies to its own confidential information and will not be less than reasonable care; and use the Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and will at all times remain the property of the disclosing Party, and no grant of any proprietary rights in the Confidential Information is given or intended, including any express or implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. 15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contract Documentation A-9 reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner. Section 16 GENERAL 16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within twenty(20) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth. 16.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable,that part will be severed and the remainder of this Agreement will continue in full force and effect. 16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature shall be treated as and shall have the same effect as an original signature. In addition, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. A-10 Contract Documentation Motorola Solutions Confidential Restncted 0 acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. 16.8. 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 shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received,and will be effective upon receipt: Motorola Solutions, Inc. Customer Attn: Attn: Sqt. Jim Bisceqlie Fax: Fax: 847-289-2622 16.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission("FCC") licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 16.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 16.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. Motorola will provide Customer with Administrative User Credentials. Customer agrees to only grant Administrative User Credentials to those personnel with the training or experience to correctly use the access. Customer is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer may be asked to provide valid Administrative User Credentials when in contact with Motorola System support. Customer understands that changes made as the Administrative User can significantly impact the performance of the System. Customer agrees that it will be solely responsible for any negative impact on the System or its users by any such changes. System issues occurring as a result of changes made by an Administrative User may impact Motorola's ability to perform its obligations under the Agreement or its Maintenance and Support Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will be entitled to bill Customer and Customer will pay Motorola on a time and materials basis for resolving the issue. City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subiect to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contract Documentation A-11 16.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non-Motorola Software); if any payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection 9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of Liability); and Section 15 (Confidentiality and Proprietary Rights);and all of the General provisions in Section 16. The Parties hereby enter into this Agreement as of the Effective Date. Motorola So s, In Custom f. By: By: Name: a. Name: SEAN R. STEGAL Title: Title: CITY MANAGER Date: /<p ly Date: SEPTEMBER 24. 2014 • August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. A-12 Contract Documentation Motorola Solutions Confidential Restricted EXHIBIT A SOFTWARE LICENSE AGREEMENT This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc. ("Motorola"), a Delaware corporation, and City of Elgin, Illinois ("Licensee"), a municipal corporation. For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 "Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4 "Open Source Software License" means the terms or conditions under which the Open Source Software is licensed. 1.5 "Primary Agreement" means the agreement to which this exhibit is attached. 1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de- compilations, disassemblies, emulations, or derivative works of such software; (ii) means anymodifications, P enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre-loaded proprietary Software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and Documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non-exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contract Documentation A-1 of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the ) applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable). Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 1 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request. 4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. A-2 Contract Documentation Motorola Solutions Confidential Restricted Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error-free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non-infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport®software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contract Documentation A-3 Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in -) which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph(c)(1)(ii)of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted JI Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above,as applicable to the particular procuring agency and procurement transaction. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Section 13 GENERAL 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. A-4 Contract Documentation Motorola Solutions Confidential Restricted Q 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter. 13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contract Documentation A-5 This page intentionally left blank. 2 August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page A-6 Contract Documentation Motorola Solutions Confidential Restncted EXHIBIT B PAYMENT SCHEDULE Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within twenty (20) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check,or wire transfer drawn on a U.S.financial institution and in accordance with the following milestones. 1. 25%of the Contract Price due upon contract execution; 2. 60%of the Contract Price due upon shipment of equipment; 3. 5%of the Contract Price due upon installation of equipment; 4. 5%of the Contract Price due upon system acceptance or start of beneficial use;and 5. 5%of the Contract Price due upon Final Acceptance. Motorola reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola reserves the right to invoice for installations or civil work completed on a site-by- site basis, when applicable. City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contract Documentation B-1 4) This page intentionally left blank. August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. B-2 Contract Documentation Motorola Solutions Confidential Restricted Q EXHIBIT C TECHNICAL AND IMPLEMENTATION DOCUMENTS C.1 "SYSTEM DESCRIPTION" DATED AUGUST 10, 2014 C.1.1 Real Time Information Center In support of the City of Elgin Police Department's("City of Elgin PD")initiative to prevent and solve crime through the use of technology,Motorola Solutions, Inc. ("Motorola")proposes a Real Time Information Center(RTIC)solution.This is a new and exciting solution which provides a platform for integration of existing systems,future interfaces in support of addressing crime in real time.The RTIC solution integrates existing public safety systems and expands their functionality through a unified platform for the viewing of multiple sources at the same time while allowing for the query of any databases that are connected to the system. The Motorola RTIC solution would enhance the City's Security through Surveillance System(STS) program in which the business and homeowners register their surveillance cameras with the Elgin Police to improve investigative efficiencies and strengthens partnership with the Community. 41411111111 ll 1� i iN REAL-TIME dedicated team of officers monitors Inputs from video systems. •.ensors and other data sources to detect an incident in real-time as it ebbinn nfolds and trigger the appropriate response READ'' FOR WHPT. NFXT I)ata anatylics enable you to better anticipate and forecast bringing the .rdvantage of intelligent prediction for proactive planning and response preparation CONNEC r 'NHANCE THE WAY YOU RESPOND WITHTHE ,tegrate and correlate multiple sources into one unified view and be •.rdro and video System together to deliver critical information to first TAP THE BEST SOURCE OF csponders for improved situational awareness INTELLIGENCE;THE CITY ITSELF. The innovative STS program along with Motorola's new RTIC solution would provide new capabilities in support of preventing and solving crime.While more information is available today, capturing and filtering the right data and turning it into intelligence continues to be a growing challenge for cities and crime task forces across the country. Understanding how to utilize the data from video and records systems will help solve crimes.This data could be used to more effectively identify persons and vehicles of interest...improve officer and loss prevention specialist effectiveness and safety...deploy resources proactively,and even prevent crime.The RTIC solution provides the platform is support of your vision now and in the future. Motorola has been working with the City of Elgin PD on the RTIC requirements plus functionality and has proposed two Real Time Intelligence Consoles(RIC)positions at the existing City of Elgin PD's Crime Analysis Office with the capabilities of video surveillance integration along with two- way radio communications.A new Genetec Video Management System(VMS)software and City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Contract Documentation C-1 hardware in support of an enterprise level system for citywide video surveillance will also be installed., We believe the RIC will provide the integration capabilities and functionality required to achieve your vision for real-time policing. The Motorola RIC will interface to this new Video Management System(VMS) which will have 100 camera licenses and have the ability through additional connectors for interfacing other video management systems in the City for a unified view of any available cameras. Video from all of these cameras will be available to the Investigators and snapshots or video clips can be quickly sent to users. Instant two-way radio communications is also being provided through the integrated Motorola MCC7100 radio console. The RIC can also interface to other existing systems which will feed event triggers into the user interface(such as AVL information and incident reports). C.1 .2 Real Time Intelligence Console The Real Time Intelligence Console(RIC) identifies and distributes incident relevant intelligence to first responders in real time.The RIC is comprised of a client-server relationship.The servers provide the interfaces to the external systems from which information is being collected. This interface also communicates information to the Real Time Video Intelligence(RTVI)system in order to push video out to mobile clients.The clients will be comprised of a computer with up to three monitors which will be supplied by the customer The Motorola RIC provides an aggregated user-configurable console view integrating multiple disparate public safety systems.As part of this proposal,Motorola will provide connectors to the department's existing radio system and the new Video Management System. Applications which can be proposed in the future could include additional video surveillance systems,Computer Aided Dispatch(CAD), RMS,Automatic License Plate Reader(ALPR),AVL,Facial Recognition,and 31 I communications to name a few.These are the applications that are currently in use or planned for City of Elgin PD and Motorola can provide a proposal that includes these interfaces.These applications will be visible across the three monitors provided by the City of Elgin PD,and the layouts can be customized to meet the Customer's needs. The RIC is capable of integrating other systems or applications as the City of Elgin PD expands requirements or adopts new technologies.Motorola can provide a quote for adding these new connectors as needed. The primary benefits of the RIC are: • ENHANCING Incident Response with multimedia for smart policing. — Quickly identifying and distributing incident relevant multimedia to dispatchers and first responders. — Responding to Console generated alerts based on incident type, location,and other public safety centric parameters. — Direct access to query databases and analysis tools. • INTEGRATING multiple disparate systems into a UNIFIED public safety workflow. — Ability to correlate information and events across multiple systems. — Video Surveillance. — Sensors,Alarms,and Analytics. — CAD, Records. — Mapping/GPS location. August 10,2014 City of Elgin. Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. C-2 Contract Documentation Motorola Solutions Confidential Restricted • VIEWING video from multiple public and private surveillance systems via a SINGLE User Interface. — Multi-VMS video aggregation. — Identifying&accessing video assets. — Connect to motion detectors,alarms and other analytics for comprehensive response — Stream live real time video from mobile(in vehicle and body worn)cameras. • DISTRIBUTING REAL-TIME VIDEO&DATA to FIRST RESPONDERS — Preparing and distributing public safety related information out to the people who need it the most,the officers in the field. The operator can distribute relevant information such as live tactical video streams, recorded video clips,documents,photos and maps. — Push-a-link&Push-a-snapshot for distribution of critical video to dispatched units. — First responder direct access to public and private,fixed and mobile,camera sources C.1.2.1 MCC 7100 Dispatch Console The RIC will interface to Motorola's ASTRO25 MCC7100 Dispatch Console solution.This partnership allows the customer to integrate radio dispatch capabilities(see details below) into the RIC by integrating both applications to be accessible through one workstation. Motorola's MCC 7100 IP Dispatch Console is a software-based dispatch console that requires no external hardware connections to process radio audio.The MCC 7100 IP Dispatch Console integration with the RIC is considered to be a deployment outside the ASTRO25 Radio Network Infrastructure(RNI). A Control Room Firewall,provided by Motorola Solutions, separates the ASTRO25 RNI to the customer's network where the RIC solution is connected. C MCC7100 Console Feature Table: MCC 7100 Console Features MCC 7100 Located Outside RNI (included in this proposal) Simultaneous Voice Paths 10 Assignable Resources 30 Aux I/O's w/Comparator Display 200 Function Encryption Algorithms AES ,ADP, DES-OFB Patches (with up to 8 members in 4 each patch) Accessories (Microphone, Footswitch, USB COTS Access Headset When deploying the MCC 7100 Console application to co-habitat with RIC,four things are required that must reside at customer's existing ASTRO25 Console site on the RNI: • Console Proxy PRX 7000 Workstation — Performs gatekeeper function for the number of connections into the RNI. — Translates voice packets from Unicast(used outside the RNI)to Multicast(used inside the RNI). City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contract Documentation C-3 — Hunts across multiple proxies for available connections. For redundancy,a minimum of two proxies are recommended. — Each remote console counts as one connection. O — Each instance of Console Proxy Software supports 1 to 10 console connections. — A total of 50 console connections(5 Proxies)are permitted per console site. • Connecting Dispatch Console at Customer's ASTRO25 Console Site — There must be a Connecting console or a Controlling operator position at the site.This is the dispatch operator position that communicates to the Master site.The Connecting Console can be either an MCC 7500 Console or an MCC 7100 Console. • Control Room Firewall — The Control Room Firewall protects the ASTRO25 Network from unauthorized access.The firewall will allow the remote MCC 7100 positions outside the RNI to talk to the ASTRO25 Master site. • ASTRO25 Master Site Licenses — In order to expand the capabilities of the customer's ASTRO25Master site,to support new MCC 7100 console applications,additional ASTRO25 Master site licenses might be required. This will support the addition of new console. C.1.3 Genetec Security Center Video Management System Genetec's Security Center is a leading unified security platform that is packed with powerful features yet employs a simple and efficient user interface. Omnicast is the IP video management system of the Security Center platform that provides organizations of all sizes the ability to deploy a surveillance system that truly matches their security needs.Omnicast VMS provides industry-leading functionality that enables you to reduce bandwidth costs in order to grow your system of HD cameras without hesitation. 3 Genetec offers multiple software packages to meet organizations needs.Motorola Solutions has selected the following package for the City of Elgin: C.1.3.1 Omnicast Enterprise Omnicast Enterprise is available for organizations needing to scale up to thousands of cameras,and provides support for all video features. August 10.2014 City of Elgin,Illinois.Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. C-4 Contract Documentation Motorola Solutions Confidential Restricted 0 C.1 .4 City of Elgin PD Interfaces This section presents the connectors Motorola has proposed in the RIC to interface into the systems currently utilized by City of Elgin PD.Our offering covers the Genetec VMS and the MCC7100 radio dispatch consoles C.1.4.1 Elgin Real Time Information Center Integrated Components C.1.4.1.1 VMS —Genetec Security Center 5.2 Motorola will create an interface to support the customer's purchase of the Genetec VMS and its connection to the RIC. The interface will provide live and recorded video to be viewed by the RIC operators.The RIC also has the capabilities of plotting all existing cameras into a map overlay for easier and faster access to locations where incidents might take place. This will be a custom interface to Genetec that Motorola will develop based on detailed requirements as defined by the customer and in alignment with the capabilities of the RIC platform. C.1.4.1.2 MCC7100 Radio Dispatch Solution The RIC has the capability to interface with Motorola's ASTRO25 MCC7100 Dispatch Console solution.This partnership allows the customer to integrate radio dispatch capabilities into the RIC by integrating both applications to be accessible through one workstation. Motorola's MCC 7100 IP Dispatch Console is a software-based dispatch console that requires no external hardware connections to process radio audio. .The MCC 7100 IP Dispatch Console integration within the RIC's user interface will allow Investigators to communicate with radio users in the field. Additionally,they will be able to relay critical information to responding officers or others involved with the real time cases. Unit ID and Emergencies,Talk group selection, and other radio system features will be available at the RIC consoles. Each RIC Console will include the following audio dispatch accessories: • (2)USB Speakers • (1)Gooseneck Microphone C.1.4.2 Future RIC Connectors To enhance the capabilities of the Real Time Information Center Motorola can develop custom connectors to the department's additional platforms. Motorola can provide a proposal for the development of these connectors(New World CAD,New World RMS,AVL, ALPR, Facial Recognition,and a SalesForce.Com 311 System)as needed. C.1.4.2.1 CAD—New World Motorola can create an interface between department's existing New World CAD and the RIC. This interface will support the flow of incident related information from CAD into the RIC. Incidents will be plotted on the RIC along with additional details for each incident. Incident updates will be forwarded to the RIC,providing up to date incident information to the RIC operator. This will be a custom interface to CAD New World that Motorola will develop based on detailed requirements as defined by the customer and in alignment with the capabilities of the RIC platform. r City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contract Documentation C-5 C.1.4.2.2 RMS- New World Motorola can create an interface to the department's existing New World Records Management System(RMS)that will provide access to the report information thru the RIC. This interface will 3 provide access to the records along with additional details and attachments associated with each record. By allowing the RIC to have direct access to the RMS system,the operators will be able to continue to have access to the centralized police records database. This will be a custom interface to RMS that Motorola will develop based on detailed requirements as defined by the customer and in alignment with the capabilities of the RIC and RMS platforms. C.1.4.2.3 Automatic Vehicle Location (AVL) Motorola can create an interface to the department's existing AVL system that will support the one way flow of GPS information from the AVL Server to the RIC.The interface will provide location information for each relevant car asset.This event will only display GPS positions for the vehicles; it will not interface with the existing GPS system. This will be a custom interface to the AVL system that Motorola will develop based on detailed requirements as defined by the customer and in alignment with the capabilities of the RIC platform. C.1.4.2.4 Automatic License Plate Recognition (ALPR) Motorola can create an interface to the department's existing ALPR system that will support the one way flow of license plate hit information from the ALPR Server to the RIC.The interface will provide location information for each relevant ALPR hit along with additional detailed text and attachments.This information will include a snapshot of the vehicle and license plate information with the timestamp. This will be a custom interface to ALPR that Motorola will develop based on detailed requirements as 3 defined by the customer and in alignment with the capabilities of the RIC platform. C.1.4.2.5 Facial Recognition Motorola can create an interface to the department's future Facial Recognition system that will support the one way flow of facial recognition hit information from the Facial Recognition Server to the RIC. These interfaces will provide information that will allow the display of facial recognition hits on the RIC along with additional details and attachments associated with each event. This will be a custom interface that Motorola will develop based on detailed requirements as defined by the customer and in alignment with the capabilities of the RIC and Facial Recognition platforms. C.1.4.2.6 311 System-SalesForce.Com Motorolacan create an interface between the department's existing SalesForce.Com 311System and the RIC. This interface will support the flow of incident related information from the 311 System into the RIC. Incidents will be plotted on the RIC along with additional details for each incident. Incident updates will be forwarded to the RIC,providing up to date incident information to the RIC operator. This will be a custom interface to the 311 System that Motorola will develop based on detailed requirements as defined by the customer and in alignment with the capabilities of the RIC platform. August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. C-6 Contract Documentation Motorola Solutions Confidential Restricted 0 C.1.5 Computer and Monitor Hardware This proposal includes the following hardware specifications for the RIC workstation and Monitors which support 1080p resolution. RIC Workstation Listed below are the minimum hardware and software requirements for each RIC Workstation. This hardware is not included in the proposal and will be provided by Elgin PD. Ln # Qty Description 1 1 HP Z620 Workstation 2 1 Windows 7 Professional 64bit OS US 3 2 8 Core Intel Xeon E5-2690 2.9 GHz 20 MB 4 1 16GB DDR3-1600 2 CPU RAM 5 2 NVIDIA Quadro K4000 video cards 6 1 1TB 7200 RPM SATA 1st HDD RIC Monitor Motorola recommends the RIC Monitor listed below.The RIC Monitor is not included in this proposal and will be provided by Elgin PD. Ln # Feature/ Function Recommended 1 Manufacturer/Model HP Z27I 2 Panel Type IPS (in-plane switching) LED Backlit LCD 3 Viewable image area 27 in (68.58 cm)diagonal, 16:9 aspect ratio • 5 Contrast ratio 1000:1 static; 5M:1 dynamic 6 Brightness 350 nits cd/m2 7 Native resolution @ 60Hz 2560 x 1440 (1920 x 1080 supported) 10 Dimensions(WxDxH) 25.24 x 9.55 x 15.55 in (64.1 x 24.24 x 42.04 cm) City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contract Documentation C-7 C.1.6 Connectivity C.1.6.1 Network Connectivity Requirements CO The RIC requires connectivity to multiple customer networks where the interface systems reside.The primary interfaces are to the new Genetec Video Management System and existing ASTRO 25 Radio System. Future network connections would be for New World CAD,New World RMS,AVL,ALPR, Facial Recognition,and SalesForce.Com 311 system.These interfaces are located in the City of Elgin's PD Headquarters. The RIC positions will be located on the department's IP network.The City of Elgin PD will be responsible for connectivity between the various networks including within the following locations: Motorola Proposal • Police Department—(2) RIC Positions,(1)RIC Server,(1)Genetec Directory/Mobile Server,(2) Genetec Archiver Servers,and 1 Control Room Firewall to interface to Elgin's existing ASTRO 25 MCC7500 Console site. — Total of 10 new switch ports with 1GB configuration(each port). In addition,the RIC positions will need a minimum of 16 MBs each for video feed into the video network for cameras.New IP HD cameras will require more bandwidth depending on the model, backhaul type(wireless or wired). Motorola will work with the City of Elgin PD to ensure that connectivity meets the minimum requirements. Any upgrades to the customer's network are the responsibility of the customer. C.1.6.2 Rack Spacing Requirements The proposed equipment requires a certain amount of server rack space for the following components: • Two(2) Rack Units per server(total of 4 servers included in this proposal). • One(1)Rack Unit for MCC 7100 Control Room firewall. • Four(4)Rack Units for PRX7000 Workstation(Needed for MCC7 100 solution). August 10,2014 City of Elgin, Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. C-8 Contract Documentation Motorola Solutions Confidential Restricted Q C.1.6.3 Power Consumption Requirements The RTIC equipment requires a certain amount of power for the following components. #of Power Qty RTIC Component Volta ge Power MAX Total BTU/Hour Outlets per (VAC) (W) Current Power device Draw Draw (A) (W) Cabinet Equipment 2 4 HP Servers- (per plug) 110 1320 10 5280 18020.64 1 1 MCC 7100 Control Room Firewall 110 36 0.327 36 122.87 1 1 PRX700 Workstation(for MCC7100 110 475 4.3 475 1621.18 Dispatch Solution) Total 1831 14.63 5791 19764.68 Total+30%Margin 2380.3 19.02 7528.3 25694.09 Software NOTE: Customer needs to provide at least 10(20 AMPs)outlets with surge protection Power Strips City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contract Documentation C-9 C.1 .7 System Diagram Figure I-I illustrates a detailed view of the City of Elgin PD RTIC system.The existing network will integrate all the systems together. Elgin Police Department RTIC System ® Legend r M07tDAOLA Elgin Cameras Customer provided hardware SOLUTIONS M51 provided hardware . ill RI 7-) itt * Existing customer equipment C J J J RTIC SERVER I • 1 GENETEC SECURITY CENTER S. DIRECTORY i MOBILE SERVER City of Elgin Network a IN CB GENP.TEC sltegrry CENTER 5.2 MrpI Room baling ARCHIVER a1 Flr "Dm l ng ASTRG2S MCC7f Corral IN s ty fhb Man Mont Muni Meal{Malta a Moot tf - Cement site 41 t, V GENETIC SECURITY CENTER Si LAM S.Rd ,. ARCHIVER•.. ji ,..„. IL GENETEC SECURITY e CENTER ENTERPRISE �� e MCC 2soo RICPouueapl RIClixitlonp2 VIDEO MANAGEMENT workrtation LINK OP SOLUTION Co Ifab with MCC7100 Co Ilab with MCC1100 Console Console (SUPPORTING 100 CAMERAS) (3 1 Figure C-1: City of Elgin PD RTIC Overview f August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. C-10 Contract Documentation Motorola Solutions Confidential Restricted 0 Exhibit C TECHNICAL AND IMPLEMENTATION DOCUMENTS C.2 "EQUIPMENT LIST" DATED AUGUST 10, 2014 Our proposed solution includes the following summary of equipment. C.2.1 Equipment C.2.1 .1 RIC Equipment (Hardware and Software) • One(1)RIC Server Hardware — One(1)RIC Server Software — One(1)RIC Surveillance System Module • Two(2)RIC Fixed Console Position Base Software • One(1)Virtual RTVI Server(will be installed on one of the RIC Server Hardware listed above): — One(1) RTVI Server Software to interact with new Genetec VMS • Five(5)RTVI User Software Licenses • Four(4)RTVI Surveillance Camera Bundles(25 Cameras per License) NOTE: No spares have been included in this proposal.They can be included upon request. C.2.1.2 MCC 7100 Equipment (Hardware, Software, and Licenses) • ASTRO25 Licensing to integrate two additional MCC based OP position in customer's existing radio network • One(1)MCC 7100 Software CD • MCC 7100 Radio Dispatch capabilities(Located outside ASTRO25 network). — Trunking and Conventional Capabilities — ADP&AES Secure Encryption Capabilities(Software based) — 10 Channel Software License • One(1)Z420 Workstation—PRX 7000(Located at existing ASTRO25 Console Site) — One(1)Proxy License for up 10 Connections • One(1)SSG 140 Control Room Firewall C.2.1.3 Genetec Equipment (Hardware and Software) • One(1)Genetec Security Center Directory/Mobile Server • Two(2)Genetec Archiver Servers(to accommodate 7 days of archived video retention) • One(1)Omnicast Enterprise Software Package • (100)Camera License Connections • (10)Mobile Application Connections • One(1)SMA Base Package— 1 Year • (100)SMA for Omnicast Enterprise Cameras— 1 Year C City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contract Documentation C-11 This page intentionally left blank. August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page C-12 Contract Documentation Motorola Solutions Confidential Restricted Exhibit C TECHNICAL AND IMPLEMENTATION DOCUMENTS C.3 "STATEMENT OF WORK" DATED AUGUST 10, 2014 This Statement of Work(SOW)describes the deliverables to be furnished to City of Elgin PD ("Customer").The tasks described herein will be performed by Motorola, its subcontractors,and the City of Elgin PD to implement the solution described in the System Description. It describes the actual work involved in installation, identifies the installation standards to be followed,and clarifies the responsibilities for both Motorola and the City of Elgin PD during project implementation. Specifically,this SOW provides: • A summary of the tasks to be completed within the project lifecycle. • A list of the deliverables associated with the project. • A description of the responsibilities for both Motorola and the City of Elgin PD. • The qualifications and assumptions taken into consideration during the development of this project. This SOW provides the most current understanding of the work required by both parties to ensure a successful project implementation.Should any of the assumptions change,a revision to the SOW and associated pricing will be required. It is understood that this SOW is a working document,and that it will be revised as needed to incorporate any changes associated with contract negotiations,Contract Design Review(CDR),and any other change orders that may occur during the execution of the project. This scope of work describes the installation and configuration of a Motorola Real Time Information Center(RTIC)Solution for the City of Elgin PD.This proposal consists of two Real Time Intelligence Consoles(RIC),a new Genetec VMS,two MCC 7100 Console Applications integrated into the RIC workstations and a connector for the Genetec VMS. See the System Description for a detailed description of all connectors to be provided for this project. C.3.1 Assumptions Motorola has based the system design on information provided by the City of Elgin PD and an analysis of their system requirements. All assumptions have been listed below for review. Should Motorola's assumptions be deemed incorrect or not agreeable to the City of Elgin PD,a revised proposal with the necessary changes and adjusted costs may be required.Changes to the equipment or scope of the project after contract may require a change order. • Any site/location upgrades or modifications are the responsibility of the City of Elgin PD. • Approved local,State or Federal permits as may be required for the installation and operation of the proposed equipment are the responsibility of the City of Elgin PD. • Any required system interconnections not specifically outlined here will be provided by the City of Elgin PD. • The City of Elgin PD is responsible for providing network connectivity and adequate numbers and types of switch ports between all required networks. • The City of Elgin PD is responsible for any back up or primary power for the proposed equipment. • The City of Elgin PD is responsible for ensuring that adequate floor and server rack space exists for all equipment listed in this proposal. • All existing equipment locations will have adequate grounding and electrical power in the proper phase and voltage to support the requirements of the system described,and will be R56 compliant. City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. 10 Motorola Solutions Confidential Restricted Contract Documentation C-13 • The City of Elgin PD is providing hardware for the following: workstations and monitors for the RTIC configuration included in this proposal. • The physical demarcation for all new equipment requiring network connectivity will be the end of 3 a 50 feet cable connection to each piece of equipment in the same room. • The City of Elgin PD networking team must assign a static IP address to each of the hardware components mentioned in this proposal. • All existing cameras integrated into this solution are fully functional and viewable in the current system. • This solution does not include In-Car video monitoring. • This solution does not include network monitoring services. • City of Elgin PD is responsible for ensuring that all training is conducted at one location over the course of 2 days. • All work is to be performed during normal working hours,Monday through Friday 8:00 a.m.to 5:00p.m. • This proposal includes 100 camera licenses for interaction with the RTIC solution and additional camera licenses can be purchased in blocks of 25. • Changes to requirements by the City of Elgin may require Motorola Solutions to re-quote the system. • The physical demarcation for connecting to the MCC 7100 dispatch consoles is the RJ45 plug on the control room firewall. • The PRX7000 Workstation and Control room firewall will be connected on the customer's existing ASTRO25 console site. • The MCC 7100 requires a connection between an MCC 7500 site through the control room firewall to the City of Elgin PD Network. The City of Elgin PD is responsible for assigning a static IP address to each RIC position to allow the MCC 7100 to operate properly. This IP address will be programmed in the control room firewall for a one-to-one NAT into the ASTRO network. • The City of Elgin PD will provide installation and configuration of required Mobile Virtual Private Network(mVPN)for connectivity from public network. • The City of Elgin PD will provide a switch cable installation from the RTIC server to the Customer provided mVPN server. • The City of Elgin PD will provide 3G/4G/mVPN Network Design information to Motorola which includes assignment of a permanent IP address for the RIC/RTVI server and determine the network topology for the RTVI system components that are applicable to the customer's Enterprise network and policy. C.3.2 Contract C.3.2.1 Contract Award (Milestone) • The City of Elgin Police Department and Motorola execute the contract and both parties receive all the necessary documentation. C.3.2.2 Contract Administration Motorola Responsibilities • Assign a Project Manager,as the single point of contact with authority to make project decisions. • Assign resources necessary for project implementation. • Set up the project in the Motorola information system. • Schedule the project kickoff meeting with the City of Elgin PD. August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. C-14 Contract Documentation Motorola Solutions Confidential Restricted 41) City of Elgin PD Responsibilities • Assign a Project Manager,as the single point of contact responsible for City of Elgin PD-signed approvals. • Assign other resources necessary to ensure completion of project tasks for which the City of Elgin PD is responsible. Completion Criteria • Motorola internal processes are set up for project management. • Both Motorola and the City of Elgin PD assign all required resources. • Project kickoff meeting is scheduled. C.3.2.3 Project Kickoff Motorola Responsibilities • Conduct a project kickoff meeting during the contract design review phase of the project. • Ensure key project team participants attend the meeting. • Introduce all project participants attending the meeting. • Review the roles of the project participants to identify communication flows and decision- making authority between project participants. • Review the overall project scope and objectives with the City of Elgin PD. • Review the resource and scheduling requirements with the City of Elgin PD. • Review the Project Schedule with the City of Elgin PD to address upcoming milestones and/or events. • Review the teams' interactions(Motorola and the City of Elgin PD),meetings,reports, milestone acceptance,and the City of Elgin PD's participation in particular phases. City of Elgin PD Responsibilities • City of Elgin PD key project team participants attend the meeting. • Review Motorola and City of Elgin PD responsibilities. Completion Criteria • Project kickoff meeting completed. • Meeting notes identify the next action items. C.3.3 Contract Design Review C.3.3.1 Review Contract Design Motorola Responsibilities • Meet with the City of Elgin PD project team. • Review the operational requirements and the impact of those requirements on various equipment configurations. • Establish a defined baseline for the system design and identify any special product requirements and their impact on system implementation. • Review the System Design,Statement of Work,Project Schedule,and Acceptance Test • Plans,and update the contract documents accordingly. • Discuss the proposed Cutover Plan and methods to document a detailed procedure. • Submit design documents to the City of Elgin PD for approval.These documents form the basis of the system, which Motorola will manufacture,assemble,stage,and install. City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contract Documentation C-15 • Prepare equipment layout plans. • Provide minimum acceptable network performance specifications. • Establish demarcation point(supplied by the Motorola system engineer)to define the connection point between the Motorola-supplied equipment and the City of Elgin PD-supplied link(s)and external interfaces. City of Elgin PD Responsibilities • Ensure that City of Elgin PD key project team participants attend the meeting. • Make timely decisions,according to the Project Schedule. Completion Criteria • Complete Design Documentation, which may include updated System Description,Equipment List,system drawings,or other documents applicable to the project. • Incorporate any deviations from the proposed system into the contract documents accordingly. • The system design is"frozen"in preparation for subsequent project phases such as Order Processing and Manufacturing. • A Change Order is executed in accordance with all material changes resulting from the Design Review to the contract. C.3.3.2 Design Approval (Milestone) • The City of Elgin PD executes a Design Approval milestone document. C.3.4 Order Processing C.3.4.1 Process Equipment List Motorola Responsibilities • Validate Equipment List by checking for valid model numbers, versions,compatible options to main equipment,and delivery data. • Enter order into Motorola's Customer Order Fulfillment(COF)system. • Create Ship Views,to confirm with the City of Elgin PD the secure storage location(s)to which the equipment will ship. Ship Views are the mailing labels that carry complete equipment shipping information, which direct the timing, method of shipment,and ship path for ultimate destination receipt. • Create equipment orders. • Procure equipment. City of Elgin PD Responsibilities • Approve shipping location(s). • Complete and provide Tax Certificate information verifying tax status of shipping location, if applicable. Completion Criteria • Verify that the Equipment List contains the correct model numbers, version,options,and delivery data. • Process Order. • August 10,2014 City of Elgin, Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. C-16 Contract Documentation Motorola Solutions Confidential Restricted C.3.5 Development, Procurement, and Staging C.3.5.1 Develop Connectors Motorola Responsibilities • Develop software connectors necessary for the system based on equipment order. • City of Elgin PD Responsibilities • Work with Motorola to provide requirements for the connectors. • Provide requested information on record layouts and documents necessary to establish interfaces with all local and remote systems and facilities within fifteen(15)days of the Project Kickoff Meeting. • Provide and install all communications lines and equipment that are not Motorola provided in accordance with Project schedule. • Ensure that necessary non-disclosure agreements,approvals,and other related issues are complete in accordance with Project schedule. • Provide access to interfaced external systems locally and remotely. • Provide all required liaison support with the agencies and vendors required to support the interfaces. • Contract/engage with any external/third party vendors as required for external/third party systems to interface with Intergraph(excluding third party vendors that are Motorola subcontractors). Assume responsibility for all costs associated with the non-Motorola effort required for these interfaces. • Ensure that the necessary technical support is made available for installation,testing,and demonstration of the interfaces. • Provide software required for the support of interfaces that has not been contracted through Motorola. Completion Criteria • Software delivered for testing and integration into the RTIC Solution. C.3.5.2 Procure Equipment Motorola Responsibilities • Procure equipment necessary for the system based on equipment order. City of Elgin PD Responsibilities • None. Completion Criteria • Ship equipment to the staging facility. C.3.5.3 Ship to Staging (Milestone) • Ship all equipment needed for staging to Motorola's factory staging facility in Schaumburg, Illinois [Customer Center for Solutions Integration(CCSi)]. City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Contract Documentation C-17 C.3.5.4 Stage System Motorola Responsibilities • Set up the system equipment as it will be configured in the field. • Cut and label cables according to the approved contract design review documentation,if applicable. • Label the cables with to/from information to specify interconnection for field installation and future servicing needs,if applicable. • Complete the cabling/connecting of the subsystems to each other. • Assemble required subsystems to assure system functionality. • Power up,program,and test all staged equipment. • Confirm system configuration and software compatibility to the existing system. • Load application parameters on all equipment according to input from Systems Engineering. • Inventory the equipment with serial numbers and installation references. • Complete system documentation. City of Elgin PD Responsibilities • Provide information on existing system interfaces as may be required. • Provide IP information as required by Motorola. • Provide information on room layouts or other information necessary for the assembly to meet field conditions. Completion Criteria • System staging completed and ready for testing. C.3.5.5 Perform Staging Acceptance Test Procedures Motorola Responsibilities • Test and validate system software and features. • Functional testing of standard system features. • Conduct system level testing. City of Elgin PD Responsibilities • None Completion Criteria • RTIC Solution passes all staging acceptance tests. C.3.5.6 Ship Equipment to Field Motorola Responsibilities • Pack system for shipment to final destination. • Arrange for shipment to the field. City of Elgin PD Responsibilities • Provide delivery address and secure adequate location for delivery of equipment. Completion Criteria • Equipment ready for shipment to the field. August 10.2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. C-18 Contract Documentation Motorola Solutions Confidential Restricted 0 C.3.5.7 CCSi Ship Acceptance (Milestone) • All equipment shipped to the field. C.3.6 Civil Work for City of Elgin PD-Provided Facilities Motorola Responsibilities • Provide electrical requirements for equipment to be installed in the City of Elgin PD-provided facilities. City of Elgin PD Responsibilities • If applicable and based on local jurisdictional authority,the City of Elgin PD will be responsible for any installation or up-grades of the Critical Operation Power Systems in order to comply with NFPA 70,Article 708. • Secure site lease/ownership, zoning,permits,regulatory approvals,easements,power,and Telco connections, if applicable. • Provide clear and stable access to the sites for transporting electronics and other materials. Sufficient site access must be available for personnel to move materials to the facility without assistance from special equipment. • Supply adequately sized electrical service,backup power(UPS,generator,batteries,etc.) including the installation of conduit,circuit breakers,outlets,etc.,at each equipment location. • Provide AC power to the demarcation point(s) indicated in the documentation,including the associated electrical service and wiring(conduit,circuit breakers,etc.). • Provide adequate HVAC,grounding,lighting,cable routing,and surge protection(also,among existing and Motorola-provided equipment)based upon Motorola's Standards and Guidelines for Communication Sites(R56).Ceiling(minimum 9 feet)and cable tray heights(minimum 8 feet) in the equipment rooms in order to accommodate 7-foot,6-inch equipment racks. • Provide floor space and desk space for the System equipment at the City of Elgin PD-provided facilities.Relocate existing equipment,if needed,to provide required space for the installation of Motorola-supplied equipment. • Bring grounding system up to Motorola's R56 standards and supply a single point system ground, of 5 ohms or less,to be used on all equipment supplied under the Contract. Supply grounding tie point within 10 feet from the Motorola-supplied equipment. • Provide obstruction-free area for the cable run between the demarcation point and the communications equipment. • Resolve any environmental or hazardous material issues including, but not limited to,asbestos, structural integrity of the site,and any other building risks. • Supply all permits as required. • Supply interior building cable trays,raceways,conduits,and wire supports. • Supply engineering and drafting as required for modifications to existing building drawings for site construction. • Pay for usage costs of power and generator fueling,both during the construction and installation effort,and on an ongoing basis. • Complete all City of Elgin PD deliverables in accordance within the approved project schedule. Completion Criteria • All sites are ready for equipment installations in compliance with Motorola's R56 standards. City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contract Documentation C-19 C.3.7 System Installation C.3.7.1 Install RTIC Equipment 3 Motorola Responsibilities • Motorola will be responsible for the installation of all equipment contained in the equipment list and outlined in the System Description based upon the agreed to floor plans,at the sites where the physical facility improvement is complete and the site is ready for installation. • All equipment will be properly installed in a neat and professional manner,employing a standard of workmanship consistent with its own R-56 installation standards and in compliance with applicable standards and regulations. • Motorola and the City of Elgin Police IT department are to verify router, switch and other network configurations. • For installation of the equipment at the various locations,Motorola will furnish all cables for power and networking to connect the Motorola supplied equipment to the power panels or receptacles and the network connection points. • During installation of the equipment,any required changes to the installation will be noted and assembled with the final `as-built' documentation of the system. • Motorola will inventory all equipment. • Motorola will connect the MCC 7100 console to the master site. • Motorola will load additional MCC 7100 licenses as needed. • Motorola will perform the MCC 7100 console programming. • Motorola will load Genetec VMS software,set up Windows Operating System,and partition hard drives. • Motorola will not dispose of existing equipment. City of Elgin PD Responsibilities • Provide secure storage for the Motorola-provided equipment,at a location central to the sites. • Motorola coordinates the receipt of the equipment with the City of Elgin PD's designated contact, and inventory all equipment. • Provide access to the sites,as necessary. • The City of Elgin PD will provide reasonable access to the necessary City of Elgin PD facilities, and suitable workspace for all project team members when working at City of Elgin PD's sites. Suitable workspace includes,but is not limited to,desks,access to the system,and meeting rooms. • Provide Motorola with the appropriate information needed to complete the installation. Completion Criteria • Motorola provided RTIC equipment installation completed and ready for optimization. • All Motorola provided RTIC equipment installed and accepted by the City of Elgin PD (Milestone). C.3.8 System Optimization C.3.8.1 Optimize the RTIC System Motorola Responsibilities (RIC) • Verify that all equipment is operating properly. • Verify communication interfaces between devices for proper operation. August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. C-20 Contract Documentation Motorola Solutions Confidential Restricted • Verify all RIC equipment is functioning per specifications. • Test features and functionality are in accordance with manufacturers' specifications and that they comply with the final configuration established during the CDR. • Motorola and its subcontractors optimize each subsystem. Motorola Responsibilities(MCC7100) • Verify that all equipment is operating properly and that all electrical and signal levels are set accurately. • Verify that all audio and data levels are at factory settings. • Check audio and data levels to verify factory settings. • Verify communication interfaces between devices for proper operation. • Test features and functionality are in accordance with the manufacturers' specifications and that they comply with the final configuration established during the CDR/System Staging. • Test and optimize the system. • Set up the consoles on the radio system to perform the dispatching operation. Motorola Responsibilities(VMS Software) • Turn on server and access the BIOS Menu. • Verify hard drive RAID portioning from the BIOS(if applicable). • Login to Windows using the provided username and password. • Login to the Genetec application to verify the hard drive partitions,usernames and IP addresses. • Ping the cameras that are going to be added in order to verify that the network path is open. • Add the cameras and optimize the video quality in order to pull two streams(one for recording and one for live viewing). • Set recording parameters such as video retention period(the amount of days before the recorded video is overwritten by new video). • Commission the cameras with the client. City of Elgin PD Responsibilities • Provide access/escort to the sites. Completion Criteria • Motorola provided RTIC equipment optimization is complete. • Motorola and the City of Elgin PD agree that the equipment is ready for acceptance testing. C.3.9 Training C.3.9.1 Perform Training Motorola Responsibilities • Finalize training schedules purchased as part of this project with the City of Elgin PD Project Manager. • Conduct two days of training sessions to train the City of Elgin PD on the RTIC system and provide training documentation. • Conduct two training sessions (4 hours each)to train the City of Elgin PD on the Milestone VMS software. City of Elgin PD Responsibilities • :Attend training classes. City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contract Documentation C-21 • The City of Elgin PD will provide training facilities in the same area where the system is installed. • Operators will be briefed and ready to be trained. • The City of Elgin PD will identify and schedule training class attendees and facilities in connection with any training provided. Completion Criteria • All training classes completed. C.3.10 Finalize C.3.10.1 Cutover (when applicable) Motorola Responsibilities • Motorola and the City of Elgin PD develop a mutually agreed upon cutover plan based upon discussions held during the CDR. • Dunng cutover,follow the written plan and implement the defined contingencies,as required. • Conduct cutover meeting(s)with user group representatives to address both how to mitigate technical and communication problem impact to the users during cutover and during the general operation of the system. City of Elgin PD Responsibilities • Attend cutover meetings and approve the cutover plan. • Notify the user group(s)affected by the cutover(date and time). • Conduct a roll call of all users working dunng the cutover, in an organized and methodical manner. CIO Completion Criteria • Successful migration to the new RTIC Solution. • C.3.10.2 Resolve Punchlist Motorola Responsibilities • Work with the City of Elgin PD to resolve punch list items,documented during the Acceptance Testing phase,in order to meet all the critena for final system acceptance. City of Elgin PD Responsibilities • Assist Motorola with resolution of identified punchlist items by providing support,such as access to the sites,equipment and system,and approval of the resolved punchlist item(s). Completion Criteria • All punchlist items resolved and approved by the City of Elgin PD. C.3.10.3 Transition to Service/Project Transition Certificate Motorola Responsibilities • Review the items necessary for transitioning the project to warranty support and service. • Provide a Support Plan detailing the warranty and post-warranty support, if applicable,associated with the Contract equipment. 3 August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. C-22 Contract Documentation Motorola Solutions Confidential Restricted GO City of Elgin PD Responsibilities • Participate in the Transition Service/Project Transition Certificate(PTC)process. Completion Criteria • All service information has been delivered and approved by the City of Elgin PD. C.3.10.4 Finalize Documentation Motorola Responsibilities • Provide an electronic as-built system manual on a Compact Disc(CD).The documentation will include the following: — System-Level Diagram — Site Equipment Configurations — Functional Acceptance Test Plan Test Sheets and Results — Equipment Inventory List — Technical Service Manuals Drawings will be delivered in Adobe PDF format. City of Elgin PD Responsibilities • Receive and approve all documentation provided by Motorola. Completion Criteria • All required documentation is provided and approved by the City of Elgin PD. C.3.10.5 Final Acceptance (Milestone) • All deliverables completed,as contractually required. • Final System Acceptance received from the City of Elgin PD. C.3.11 Project Administration C.3.11.1 Project Status Meetings Motorola Responsibilities • Twice a month,or as agreed,Motorola Project Manager,or designee,will attend all project status meetings with the City of Elgin PD, as determined during the contract design review Record the meeting minutes and supply the report. • The agenda will include the following: — Overall project status compared to the Project Schedule. — Product or service related issues that may affect the Project Schedule. — Status of the action items and the responsibilities associated with them, in accordance with the Project Schedule. — Any miscellaneous concerns of either the City of Elgin PD or Motorola. City of Elgin PD Responsibilities • Attend meetings. • Respond to issues in a timely manner. City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contract Documentation C-23 Completion Criteria • Completion of the meetings and submission of meeting minutes. C.3.11.2 Progress Milestone Submittal Motorola Responsibilities • Submit progress(payment and non-payment)milestone completion certificate/documentation. City of Elgin PD Responsibilities • Approve milestone, which will signify confirmation of completion of the work associated with the scheduled task. Completion Criteria • City of Elgin PD approval of the Milestone Completion document(s). C.3.11.3 Change Order Process • Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost,change in system configuration or adds time to the project's timeline required to perform this Agreement,the Parties will agree to an equitable adjustment of the Contract Price,Performance Schedule,or both,and will reflect the adjustment in a change order.Neither Party is obligated to perform requested changes unless both Parties execute a written change order. C.3.11.3.1 Change Order Form— (Example) Motorola's Change Order Form (example only)is included on the following pages of this section. O August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. C-24 Contract Documentation Motorola Solutions Confidential Restricted 0 Exhibit C TECHNICAL AND IMPLEMENTATION DOCUMENTS C.4 "ACCEPTANCE TEST PLAN" OR "ATP" DATED AUGUST 10, 2014 C.4.1 Perform Equipment Testing Motorola Responsibilities • Test individual components, using an agreed-to Acceptance Test Plan(ATP)to verify compliance to the equipment specifications. • Repeat any failed test(s)once Motorola(or the City of Elgin PD)has completed the corrective action(s). • Prepare documentation of component tests to be delivered as part of the final documentation package. City of Elgin PD Responsibilities • Witness tests if desired. Completion Criteria • Successful completion of equipment testing. C.4.2 Perform Functional Testing Motorola Responsibilities • Test,using an agreed-to Acceptance Test Plan,the operational functionality and features of the RTIC Solution supplied by Motorola,as contracted. • If any major task as contractually described fails, repeat that particular task after Motorola determines that corrective action has been taken. • Document all issues that arise during the acceptance tests. • Document the results of the acceptance tests and present to the City of Elgin PD for review. • Resolve any minor task failures before Final System Acceptance. City of Elgin PD Responsibilities • Witness the functional testing. Completion Criteria • Successful completion of the functional testing. • City of Elgin PD approval of all required functional tests(Milestone). C August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. C-28 Contract Documentation Motorola Solutions Confidential Restricted GO 0 0 0 Exhibit C TECHNICAL AND IMPLEMENTATION DOCUMENTS C.5 "PERFORMANCE SCHEDULE" DATED (NOT APPLICABLE) Performance Schedule to be determined at Contract Design Review City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. QMotorola Solutions Confidential Restricted Contract Documentation C-29 ) This page intentionally left blank • August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restnctions on the cover page. C-30 Contract Documentation Motorola Solutions Confidential Restricted 0 EXHIBIT D SERVICE STATEMENT(S) OF WORK and SERVICE TERMS AND CONDITIONS WARRANTY/MAINTENANCE D.1 RTIC TECHNICAL SUPPORT D.1.1 Description of Service Technical Support service provides continuous centralized remote telephone support for technical issues that require a high level of RTIC communications system expertise or troubleshooting on RTIC equipment. Once a trouble call or a monitoring event is received, Motorola immediately begins diagnosis of the event by interrogating the RTIC system, running appropriate diagnostics, characterizing the problem,and remotely restoring the affected device or subsystem. If a remote fix is not possible,a field technician will be dispatched to the site.The field technician contacts Technical Support to obtain the current status, available diagnostic results,and the assessment of the failure. Motorola will engage internal and Vendor engineering resources, as required,to resolve the issue. The terms and conditions of this Statement of Work (SOW)are an integral part of Motorola's Service Terms and Conditions or other applicable agreement to which it is attached and made a part thereof by this reference. D.1.1.1 Exclusions to Service and Applicable Disclaimers Technical Support service: (i)does not include customer training; (ii) is limited to hardware and software provided and currently supported by Motorola. D.1.1.2 Motorola Severity Levels Severity Problem Types Level Severity 1 ■ Response is provided continuously within 4 hours from receipt of notification. • Major System failure. • This level is meant to represent a major issue that results in an unusable system, sub-system,product,or critical features from The City of Elgin PD's perspective. No work-around or immediate solution is available. City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Warranty/Maintenance D-1 Severity Level Problem Types Severity 2 • Response during Standard Business Day within 4 hours from receipt of notification. • Significant System Impairment not to exceed 33%of system down. • System problems presently being monitored. • This level is meant to represent a moderate issue that limits The City of Elgin PD's normal use of the system,sub-system,product,or major non-critical features from City of Elgin PD's perspective. Severity 3 • Response during Standard Business Day within 24 hours from receipt of notification. • Intermittent system issues. • Information questions. • Upgrades/Preventative maintenance. NOTE: Standard Business Day is defined as 8:00 a.m. —5:00 p.m. customer local time (limited to ET, CT, MT or PT and for CDMA only CT) Monday to Friday, excluding all national and local holidays recognized by Motorola. Motorola Responsibilities • Respond to requests for Technical Support for the Restoration of failed Systems and diagnosis of operation problems in accordance with the response times set forth above. • Advise caller of procedure for determining any additional requirements for issue characterization and restoration,including providing a known fix for issue resolution when available. • Attempt remote access to the RTIC System,if available,for remote diagnostics. • Maintain communication with the Servicer or Customer in the field until close of the Case,as needed. • Coordinate technical resolutions with Vendor(s),as needed. • Escalate and manage support issues,including systemic issues,to Motorola engineering and product groups,as applicable. • Escalate the Case to the appropriate party upon expiration of a response time. • Provide Configuration Change Support and Work Flow changes to a system that has remote access capability. • Determine,in its sole discretion,when a Case requires more than the Technical Support services described in this SOW and notify Customer of an alternative course of action. Customer Responsibilities • Contact,or instruct Servicer to contact,the Motorola System Support Center(SSC)and request a return authorization number prior to shipping malfunctioning Hardware. • Provide Motorola with pre-defined information prior to Start Date necessary to complete the Customer Support Plan. — Submit changes in any information supplied in the Customer Support Plan to the Customer — Support Manager. — Contact the SSC in order to access the Technical Support Operation,provide name of caller, name of Customer,System ID number,Service Agreement number, site(s) in questions,and brief description of the problem. — Supply on-site presence when requested by SSC. August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. D-2 Warranty/Maintenance Motorola Solutions Confidential Restricted 41) — Validate issue resolution prior to close of the Case. — Allow Motorola remote access to the RTIC System, if available, by equipping the system with the necessary connectivity. — Acknowledge that Cases will be handled in accordance with the times and priorities as defined above. D.1.1.3 Infrastructure Repair 1.0 Description of Services Infrastructure Repair is a repair service for Motorola and select third party Infrastructure as set forth in the applicable attached Exhibit(s),all of which are hereby incorporated into this Statement of Work (SOW)by this reference. Infrastructure may be repaired down to the Component level,as applicable, at the Motorola Infrastructure Depot Operations(IDO).At Motorola's discretion, select third party Infrastructure may be sent to the original equipment manufacturer or third party vendor for repair. If Infrastructure is no longer supported by the original equipment manufacturer or third party vendor, Motorola may replace Infrastructure with similar Infrastructure, when possible. The terms and conditions of this Statement of Work(SOW)are an integral part of Motorola's Service Terms and Conditions or other applicable agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1. Provide repair return authorization numbers when requested by Customer. 2.2. Receive malfunctioning Infrastructure from Customer and document its arrival, repair and return. 2.3. Perform the following service on Motorola Infrastructure: 2.3.1. Perform an operational check on the Infrastructure to determine the nature of the problem. 2.3.2. Replace malfunctioning FRU or Components. 2.3.3. Verify that Motorola Infrastructure is returned to Motorola manufactured specifications, as applicable 2.3.4. Perform a Box Unit Test on all serviced Infrastructure. 2.3.5. Perform a System Test on select Infrastructure. 2.4.Provide the following service on select third party Infrastructure: 2.4.1. Perform pre-diagnostic and repair services to confirm Infrastructure malfunction and eliminate sending Infrastructure with no trouble found(NTF)to third party vendor for repair, when applicable. 2.4.2. Ship malfunctioning Infrastructure to the original equipment manufacturer or third party vendor for repair service,when applicable. 2.4.3. Track Infrastructure sent to the original equipment manufacturer or third party vendor for service. 2.4.4. Perform a post-test after repair by Motorola,original equipment manufacturer,or third party vendor to confirm malfunctioning Infrastructure has been repaired and functions properly in a Motorola System configuration,when applicable. 2.5. Ship repaired Infrastructure to the Customer specified address during normal operating hours of Monday through Friday 7:00am to 7:00pm CST,excluding holidays. FRU will be sent two-day air unless otherwise requested. Select third party FRU. Motorola will pay for such shipping, unless Customer requests shipments outside of the above mentioned standard business hours and/or carrier programs,such as NFO(next flight out). In such cases,Customer will be subject to shipping and handling charges City of Elgin, Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Warranty/Maintenance D-3 3.0 Customer has the following responsibilities: 3.1.Contact or instruct Servicer to contact the Motorola System Support Center(SSC)and request a return authorization number prior to shipping malfunctioning Infrastructure or third party 3 Infrastructure named in the applicable attached Exhibit. 3.1.1. Provide model description, model number,serial number,type of System and Firmware version,symptom of problem and address of site location for FRU or Infrastructure. 3.1.2. Indicate if Infrastructure or third party Infrastructure being sent in for service was subjected to physical damage or lightning damage. 3.1.3. Follow Motorola instructions regarding inclusion or removal of Firmware and Software applications from Infrastructure being sent in for service. 3.1.4. Provide Customer purchase order number to secure payment for any costs described herein. 3.2.Properly package Infrastructure and ship the malfunctioning FRU,at Customer's expense and risk of loss to Motorola.Customer is responsible for properly packaging the Customer malfunctioning Infrastructure FRU to ensure that the shipped Infrastructure arrives un-damaged and in repairable condition. Clearly print the return authorization number on the outside of the packaging. 3.3.Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the Infrastructure Repair services to Customer. 4.0 The following items are excluded from Infrastructure Repair: 1. All Infrastructure over seven(7)years from product cancellation date. 2. Physically damaged Infrastructure. 3. Third party Equipment not shipped by Motorola. 4. Firmware and/or Software upgrades. 3 RTIC Infrastructure Inclusions, Exclusions. Exceptions and Notes Exhibit HP DL380 Server Excludes cables, racks HP Z620 Workstation Excludes cables, racks August 10,2014 City of Elgin.Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. D-4 Warranty/Maintenance Motorola Solutions Confidential Restricted D.1.2 Elgin PD Real Time Information Center Solution Maintenance The following provides an overview of the Maintenance Services included for the City of Elgin Police Department("Elgin PD") which covers the RIC Base System and Genetec Video Management System. These services are included at no cost to the City in the Warranty Year.The price to extend all of these services after the Warranty Period(starting in January 1, 2016) is indicated in the table. Year 1 Year 2 Year 3 Year 4 Category Description 2016 2017 2017 2018 RIC SMA Software Updates,Releases,Bug Fixes $18,411 $18,964 $19,532 $20,118 Genetec SMA New Version Upgrades ' $5,289' $5,289' $5,289' $5,289 Quarterly On-Site Visits&Monthly Remote Basic VMS Service Logon System Health Checks $12,918 $13,306 $13,705 $14,116 Technical Support Telephone Technical Support(7 X 24) $17,924 $18,462 $19,016 $19,586 Advanced Replacement HP Servers $6,285 $6,474 $6,668 $6,868 RIC SMA Labor&7 X 24 OnSite with 4 Hour OnSite Services Response Time $30,069 $30,971 $31,900 $32,857 Total On Going Maintenance Costs $90,897 $93,465 $96,110 $98,835 Motorola can provide pricing on various combinations of these services for Year 1 if Elgin PD for Year 1 elects not to have all of these Maintenance Services. City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. QMotorola Solutions Confidential Restricted Warranty/Maintenance 0-5 This page intentionally left blank. August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. D-6 Warranty/Maintenance Motorola Solutions Confidential Restricted EXHIBIT E E.1 SYSTEM ACCEPTANCE CERTIFICATE Customer Name: Project Name: This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that: 1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed. 2. The System is accepted. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: FINAL PROJECT ACCEPTANCE: Motorola has provided and Customer has received all deliverables, and Motorola has performed all other work required for Final Project Acceptance. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Warranty/Maintenance E-1 ) This page intentionally left blank. ) August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. E-2 Warranty/Maintenance Motorola Solutions Confidential Restricted 0 EXHIBIT F F.1 FIELD TRIAL AGREEMENT THIS FIELD TRIAL AGREEMENT (the "Agreement") is made on the 24th day of September 2014, between Motorola Solutions, Inc., a Delaware Corporation whose principal place of business is at 1303 E. Algonquin Road, Schaumburg, Illinois 60196 ("Motorola Solutions" or"Motorola") and the City of Elgin, Illinois, a municipal corporation, whose principal place of business is 151 Douglas Avenue, Elgin IL, 60120 ("Customer"). Motorola and the Customer may be referred to individually as Party and together as Parties. This Agreement sets forth the terms under which Motorola Solutions will install hardware ("Hardware") and/or software ("Software") and/or provide services ("Services") (Collectively "Solution") at Customer's sites. Such Hardware, Software and Services are identified in the Development Field Trial Scope of Services ("SOS") attached as Attachment A and incorporated into this Agreement. This Agreement sets forth the terms under which Motorola Solutions will provide the Solution for evaluation purposes only. Motorola Solutions hereby grants to Customer, a no-fee limited, non-exclusive, non-transferable license to use the Solution and any accompanying documentation solely to evaluate the Solution ("Evaluation"). Term. The term of this Agreement shall begin on the effective date and terminate on September 10, 2015 (the "Term"), unless terminated earlier in accordance with this Agreement. Motorola Solutions may terminate this Agreement at any time prior to the end of the Term for any reason or for no reason. Customer may terminate this Agreement prior to expiration by notifying Motorola Solutions and returning all Hardware, Software and documentation to Motorola Solutions in accordance with the below paragraph, "Receipt and Return of Solution." Conditions. Customer shall at all times exercise reasonable care in using the Solution in accordance with Motorola Solutions' instructions for proper use and maintenance and in enabling the Solution for use by its personnel and authorized third parties. Customer will provide instructions for use, labeling, required notices, and accommodation pursuant to applicable laws, rules, and regulations. The Parties acknowledge that this is a Field Trial of the Solution. As such, the Solution should only be used in non-critical situations. This Agreement shall not be interpreted as granting to the Customer any license or right not expressly granted herein. Customer agrees that it will not do any of the following and will not permit others to do any of the following with regard to the Software provided with or in conjunction with the Solution: (i) directly or indirectly, by electronic or other means, copy, modify, or translate the Software; (ii) directly or indirectly, by electronic or other means, reproduce, reverse engineer, distribute, sell, publish, commercially exploit, rent, lease, sublicense, assign or otherwise transfer or make available the Software, Hardware, or documentation or any part thereof to any third party, or otherwise disseminate the Software, or Hardware, or documentation in any manner; (iii) directly or indirectly, by electronic or other means, modify, decompile, or disassemble the Software or the Hardware or part thereof, or attempt to derive source code from the Software; or (iv) remove any proprietary notices, labels, or marks on the Software Hardware, or documentation or any part thereof. Customer's use of the Software is strictly limited to use in connection with the Evaluation and only for use solely in connection with the Solution. Motorola Solutions reserves all rights to the Solution not expressly granted herein. Customer agrees to abide by the copyright laws of the United States and all other relevant jurisdictions, including without limitation, the copyright laws where Customer uses the Solution. Customer agrees to immediately cease using the Software and the Solution if it fails to comply with this paragraph or any other part of this Agreement. Ownership and Security Interest of Motorola Solutions. The Software, Hardware, and documentation is solely owned by Motorola Solutions and its licensors. Motorola Solutions does not grant by implication, estoppel, or otherwise, any rights under any Motorola Solutions or Motorola Solutions licensors' patents, copyrights or other intellectual property rights. All rights not expressly granted to Customer hereunder are reserved for Motorola Solutions and its licensors. The Hardware shall remain the personal property of Motorola Solutions even if installed in or attached to real property. Any feedback and suggestions become the sole property of Motorola City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Warranty/Maintenance F-1 Solutions and may be used in any manner Motorola Solutions sees fit. Customer hereby assigns to Motorola all of its right, title and interest in any feedback and suggestions. Trade Secret. Customer acknowledges that the Hardware, Software, any associated documentation, and ) methodologies used in providing Services are proprietary to, and valuable trade secrets of, Motorola Solutions and its licensors and are entrusted to Customer only for evaluation purposes in accordance with this Agreement. Customer shall treat the Hardware, Software, Services, and documentation in the strictest confidence. Customer agrees that it will not, without Motorola Solutions' express prior written consent: a. disclose any information about the Solution, its design and performance specifications, and the existence of the Evaluation and its results to anyone other than Customer's employees who are performing the Evaluation; or b. copy any portion of the Hardware, Software or documentation, except to the extent necessary to perform the Evaluation. Confidentiality. Confidential Information is defined as any and all information consistent with the Evaluation that is (i) disclosed in oral, written, graphic, machine recognizable, and/or sample form, or(ii) obtained by examination, testing or analysis of any Hardware, Software, documentation, or any component part thereof provided by Motorola Solutions to Customer. The nature and existence of this Agreement are considered Confidential Information. Customer shall exercise reasonable care, but in no event less than the standard of care used by Customer to protect its own Confidential Information of similar sensitivity, to prevent the disclosure of the Confidential Information, including the Evaluation information and the feedback, to any third party (except its employees and consultants having a need to know for purposes of the evaluation and provided such employees and consultants will not disclose the information and the feedback to any third party and shall use the Evaluation information and all the feedback solely for the purpose of enabling Customer to evaluate the Solution and Software on a standalone basis). For purposes of this Agreement "feedback" shall mean any and all suggestions, comments or other communication from Motorola Solutions to Customer; or from Customer to Motorola Solutions, including without limitation, any materials as well as ideas or know-how (whether presented orally or in written form) generated during the Evaluation process. The foregoing restrictions shall not apply, however, to any portion of the Confidential Information and feedback that Customer can demonstrate to Motorola Solutions' satisfaction (i) is now available or becomes available to the public through no fault of Customer; (ii) is explicitly approved for release by written authorization of Motorola Solutions; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Customer or any of its affiliated companies prior to such disclosure; or (v) is independently developed by Customer or any of its affiliated companies without the use of any of Motorola Solutions' Confidential Information or any breach of this Agreement. If Customer is required to disclose Confidential Information pursuant to applicable law, statute, or regulation, or court order, the Customer will give to Motorola Solutions prompt written notice of the request and a reasonable opportunity to object to such disclosure and seek a protective order or appropriate remedy. If, in the absence of a protective order, the Customer determines, upon the advice of counsel, that it is required to disclose such information, it may disclose only Confidential Information specifically required and only to the extent compelled to do so. Affiliated company means any company which is, now or during the term of this Agreement, a wholly-owned subsidiary of a party or any of its wholly-owned subsidiaries, the parent company of a party, or a wholly-owned subsidiary of the parent company. Customer will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential Information to only those employees, agents or consultants who must be directly involved with the Confidential Information for the Evaluation and who are bound by confidentiality terms substantially similar to those in this Agreement; (iii) not reverse engineer, de-compile or disassemble any Confidential Information; (iv) use the same August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. F-2 Warranty/Maintenance Motorola Solutions Confidential Restricted Q degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (v) promptly notify Motorola Solutions upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (vi) only use the Confidential Information in connection with the Evaluation. All Confidential Information remains the property of Motorola Solutions and will not be copied or reproduced without the express written permission of Motorola Solutions, except for copies that are absolutely necessary for the Evaluation. Within ten (10) days of receipt of Motorola Solutions' written request, Customer will return all Confidential Information to Motorola Solutions along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. No license, express or implied, in the Confidential Information is granted other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. Customer will not transfer, directly or indirectly, any product, technical data or software furnished hereunder or the direct product of such technical data or software to any country for which the United States or any other applicable government requires an export license or other governmental approval without first obtaining such license or approval. Customer Sites. The Hardware and Software will only be installed and/or evaluated at the locations identified in Attachment A. Receipt and Return of Equipment. Motorola Solutions shall be responsible for all costs to deliver the Hardware, Software, and documentation to Customer and all costs to return the Hardware, Software, and documentation to Motorola Solutions. Customer will bear the risk of loss or damage to the Hardware while in Customer's or authorized third party's possession. The Term may be extended by mutual written consent. Upon any termination or expiration of this Agreement, Customer shall not have any right to use the Hardware, Software, or documentation. At(i)the conclusion of the Evaluation or(ii)the termination or expiration of this Agreement, whichever is earlier, Customer shall return the Hardware, Software, and documentation to Motorola Solutions in as good condition as when received, reasonable wear and tear excepted. Customer is solely responsible for removing from the Solution any data, recordings or other information that it wishes to retain or destroy prior to returning Hardware and Software. Unreturned Hardware. Hardware that is not to be removed from Customer's site(s) shall be identified as such in Attachment A. If the Parties agree to proceed with a Commercial Agreement, the Hardware delivered to Customer's site shall be made a part of the Commercial Agreement and will not be returned to Motorola Solutions. The price of such Hardware and Software, as agreed to by the Parties in the Commercial Agreement, shall be immediately payable, unless otherwise agreed in writing. Existing Equipment and Software. Customer is solely responsible for supporting and maintaining existing equipment and software Customer is to make available for the Field Trial ("Trial"). The Hardware and Software may connect to or interface with Customer's existing equipment and software. Any failures or deficiencies may impact the functionality of the Solution. Warranty Disclaimer. MOTOROLA SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY RELATED TO OR ARISING OUT OF: 1) PERFORMANCE OF CUSTOMER'S EXISTING EQUIPMENT AND SOFTWARE, AND 2) LAPSES IN OR FAILURE OF CONNECTIVITY FOR ANY REASON. EACH PARTY RECOGNIZES AND AGREES THAT THE SOLUTION PROVIDED UNDER THIS AGREEMENT BY MOTOROLA SOLUTIONS IS DELIVERED AS IS, WHERE IS, AND WHEN AVAILABLE. MOTOROLA SOLUTIONS MAKES NO REPRESENTATIONS OR WARRANTIES UNDER OR RELATED TO THIS AGREEMENT FOR THE SOLUTION PROVIDED HEREUNDER AND HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, RELATED TO THE SOLUTION PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION, TO THE MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, QUALITY, CAPACITY, MATERIAL OR WORKMANSHIP OR AS TO PATENT INFRINGEMENT OR THE LIKE, IT BEING AGREED THAT ALL SUCH RISKS ARE, AS BETWEEN MOTOROLA SOLUTIONS AND CUSTOMER,TO BE BORNE BY CUSTOMER. City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Warranty/Maintenance F-3 Limitation of Liability. Motorola Solutions does not assume and shall have no liability under the Agreement for (i) failure to deliver the Solution within a specified time period; (ii) availability and delays in delivery of the Solution; (iii) any failure or interruption of the Software and/or operation of the Solution; (iv) damage caused by the Solution due directly or indirectly to causes beyond the control of Motorola Solutions, including, but not limited to acts of God, acts of the public enemy, acts of the government, acts or failures to act by you, fires, floods, epidemics, quarantine restrictions, corrosive substances in the air or other hazardous environmental conditions, strikes, freight embargoes, inability to obtain materials or services, commotion, war, unusually severe weather conditions or default of subcontractors whether or not due to any such causes; (v) maintenance or storage of data; or (vi) disclosure of or failure to protect personally identifiable data. IN NO EVENT SHALL MOTOROLA SOLUTIONS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, DIRECT, SPECIAL, REMOTE, PUNITIVE OR CONSEQUENTIAL DAMAGES CAUSED BY ITS NEGLIGENCE OR OTHERWISE, NOR FOR REVENUE OR ACTUAL OR PROSPECTIVE PROFITS, SALES, BUSINESS ADVANTAGE, OR GOODWILL, OR ATTORNEY'S FEES, ARISING FROM OR CAUSED, DIRECTLY OR INDIRECTLY BY THE USE OF THE EQUIPMENT OR SOFTWARE PROVIDED UNDER THIS AGREEMENT; ECONOMIC LOSS; PERSONAL INJURIES OR PROPERTY DAMAGES SUSTAINED BY COMPANY OR ANY THIRD PARTIES INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY LOSS OR DAMAGE RESULTING FROM ANY INTERRUPTION CAUSED BY THE EQUIPMENT OR SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MOTOROLA SOLUTIONS' TOTAL LIABILITY FOR DAMAGES TO COMPANY OR OTHERS SHALL IN NO WAY EXCEED THE FAIR MARKET VALUE OF THE EQUIPMENT OR SOFTWARE OR SERVICES PAID BY THE CUSTOMER TO MOTOROLA SOLUTIONS UNDER THIS AGREEMENT, EXCEPT IN INSTANCES OF BODILY INJURY OR DAMAGE TO TANGIBLE PERSONAL PROPERTY. No Waiver. No waiver, amendment or modification of any provision hereof or of any right or remedy hereunder will be effective unless made in writing and signed by the party against whom such waiver, amendment or modification is sought to be enforced. No failure by any party to exercise, and no delay by any party in exercising, any right, power or remedy with respect to the obligations secured hereby will operate as a waiver of any such right, power or remedy. Indemnification. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or damage to property which may accrue against Motorola to the extent it is caused by Customer, its other contractors, or their employees or agents, including but not limited to causes of action for damages related to tracking, location based services ("LBS"), breach of privacy, and the use or misuse of Personal Identifiable Information (PII) provided that Motorola gives Customer prompt, written notice of any such claim or suit. Motorola shall cooperate with Customer in its defense or settlement of such claim or suit. Regulatory Requirements. Customer is solely responsible for complying with any and all statutory or regulatory requirements associated with use of the Solution, including requirements triggered by voice and data transmission, if applicable. Any changes to the design, installation, support. or other obligations required to achieve regulatory compliance, including but not limited to FCC or ADA requirements, may impact the price of Solution. Further, Motorola Solutions makes no commitment to collect, hold, manage, or maintain data for evidentiary or recovery purposes. No Assignment. Neither this Agreement nor any right or obligation hereunder may be assigned or delegated by Customer (including by operation of law) without Motorola Solutions' express prior written consent, and any assignment or delegation without such consent will be void. Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, void, or unenforceable, the parties will modify such provision to the extent possible to most nearly affect its intent. In the event the parties cannot agree, then either party may terminate this Agreement on thirty (30) days written notice. In any case, the remaining provisions of this Agreement shall not be affected. Counterparts; Headings. This Agreement may be executed in any number of counterpart copies, each of which shall be deemed an original, but which together shall constitute a single instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature shall be treated as and shall have the same effect as an original signature. In addition, a true and correct facsimile copy or computer image of this Agreement shall be August 10,2014 City of Elgin, Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. F-4 Warranty/Maintenance Motorola Solutions Confidential Restricted Q treated as and shall have the same effect as an original signed copy of this document. All paragraph headings and captions used herein are for convenience only and shall not be part of the text, or affect the meaning of this Agreement. Governing Law. This Agreement shall be governed by the laws of the State of Illinois without giving effect to the conflict of law principles thereof and excluding the Convention on Contracts for the International Sale of Goods. Jurisdiction shall be in the State of Illinois with the United States District Court for the Northern District of Illinois, and to the respective appellate courts for any appeal. Notices. All notices hereunder shall be in writing and shall be delivered in person by a nationally recognized courier, providing proof of service, or sent by registered or certified mail, postage and fees prepaid, return receipt requested, to the attention of the other party's designated point of contact as set forth herein. Motorola Solutions, Inc. Customer Attn: Law Department Attn: SGT. JIM BISCEGLIE 1303 East Algonquin Road Schaumburg, IL 60196 fax: 847-576-0721 fax: 847-289-2622 Entire Agreement. This Agreement is the entire understanding of the parties with respect to the subject matter hereof. In witness whereof, the parties, intending to be legally bound, have executed this Agreement as of the last date set forth below(the"Effective Date"). MOTOROLA SOLUTIONS, INC. CUS ER By: By: Name yped: • a e Name Typed: EAN R. STEGAL Title: 46k.. Y.-4. / ist er Title CITY MANAGER Date: IA/4/ Date: SEPTEMBER 24. 2014 City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Warranty/Maintenance F-5 This page intentionally left blank. August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. F-6 Warranty/Maintenance Motorola Solutions Confidential Restricted Q ATTACHMENT A: DEVELOPMENT FIELD TRIAL SCOPE OF SERVICES ("SOS") FOR ELGIN, ILLINOIS This Scope of Services is attached to and governed by the terms and conditions of the Field Trial Agreement between Motorola Solutions, Inc.and the City of Elgin. The Parties understand and agree that any further implementation of the Solution will require the development of a separate detailed proposal and execution of a separate commercial agreement governing the Solution sale. F.1.1 Summary and purpose of Development field Trial Scope The purpose of this Field Trial is to allow the City of Elgin and Motorola to explore and refine innovative anew capabilities that will help drive the customer's Smart Policing and Real Time Crime Center initiatives. As these capabilities are often new to the industry Motorola will support enhancing and driving updates to the features based on feedback and input from real world use of the features by the Customer. Elgin will be participating in evaluating these new capabilities in support of Intelligence LED Policing being developed by Motorola R&D and Product Groups. The Parties understand and agree that any such further implementation or purchase of features from the Field Trial will require the creation and execution of a separate SOW and or other appropriate contractual documentation.This SOS is limited to the Field Trial and shall be valid for 1 year from the date of Customer signature. F.1.2 Real Time Crime Center Features Motorola will provide Elgin with three(3)phases of technology features that integrate into the Customer's Real Time Intelligence Console(RIC). Prior to each phase,Motorola will measure the Customer's cycle times for the access of information or activities related to the data integration. At the end of each phase,Motorola will measure the Customer's new cycle times for the access of information or activities related to the data integration. Each phase will be delivered separately to give Customer the opportunity to evaluate them independently. The phases are outlined below: Field Trial Phases • Phase I (Initiate work upon final Acceptance of the RIC/Genetec deployment) — CAD Integration. • Motorola will provide Customer with integration of mutually agreed upon data from Customer's CAD system into the Real Time Intelligence Console. — Asset Location • Motorola will work to integrate non video asset locations into the common operating picture. This will be applicable to those assets that have location information generated. — Mobile Mapping Asset and Resource Visualization for Command Staff and Field Responders • View location-based information from existing databases on a map using layers to show the location of people,resources,events,alerts and developing situations. Designed for public safety,this cloud-based mobile application integrates data from disparate public safety systems and third-party applications,providing responders in the field with critical information for improved decision making and multi-agency collaboration — Mobile Video Streaming • Provide Officers in the field the ability to view and stream video from camera resources City of Elgin. Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Attachment A:Development Field Trial Scope of Services(SOS')for Elgin, Illinois F-i • Phase II (Initiated 2-3 months after Phase I start) — ALPR Integration. • Motorola will provide Customer with integration of mutually agreed upon data from the customer's existing Automated License Plate Reader system into the Real Time Intelligence Console. — Social Media Monitoring Integration. • Motorola will provide integration of mutually agreed upon data from existing social media monitoring platform into the Real Time Intelligence Console. — Collaboration Workspace • Motorola will work to integrate collaboration tools to facilitate information sharing of incident specific knowledge from the RTCC operator to the first responder, with workspace/collaboration toolset • Phase III (initiated 3-4 months after Phase II Start) — 311 Integration. • Motorola will provide Customer with integration of mutually agreed upon data from Customer's existing 311 system into the Real Time Intelligence Console. — Crime Analyst Toolset • Motorola will provide a cloud based hosted solution to allow historical data analysis of CAD and RMS data for a crime analyst. This would be represented as portal to facilitate evidence driven analysis (EDA),Compstat reports,and custom report engine to create targeted reporting F.1.3 Responsibilities Matrix Elgin Responsibilities Solution • Actively participate to clarify actions, outcomes and workflows Definition that provide value to the user of the Solution ("Use Case")for each phase outlined above. Field Trial • Accept non fully production software to be introduced into the Use environment at minimally disruptive cadence • Actively work to use the provided Trial functionality in operational setting 2+ hours per day Field Trial • Note and log issues related to Field Trial functionality and Feedback provide feedback to Motorola • Participate in weekly calls review calls to provide feedback on status o More frequent calls/feedback is recommended if needed • Allow user experience team to interview and access monitor usage of each new capability(expect maximum 2—3 sessions several hours per session for each new feature/capability) Equipment • Provide any software, hardware or software upgrades that are required for Customer owned software or solutions to properly expose data to the Motorola Real Time Intelligence Console • Ensure existing network and applications supports integration • Have correct version and license for 3`d party systems in place to ensure integration is possible • Allow Motorola access to systems and facilities to perform any required integration and upgrades August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. F-2 Attachment A:Development Field Trial Scope of Services("SOS)for Elgin,Illinois Motorola Solutions Confidential Restricted Motorola Responsibilities Workflow • Supplier will work with Customer to understand and Overview measure cycle times for the identified workflows before and after the integration of each phase of the Field Trial. Development • Create the software that enables the integration of the data in support of the mutually agreed upon Use Cases Equipment • Provide any software or software upgrades to the Motorola Real Time Intelligence Console that are required for Field Trial functionality Measurement • Prior to the start of each phase, Motorola will measure the Customer's cycle times for the access of information or activities related to the data integration. • At the end of each phase, Motorola will measure the Customer's new cycle times for the access of information or activities related to the data integration. F.1.4 Motorola's VIP Program Motorola works with Customers to develop materials that highlight successful Field Trials and implementations of Motorola products,solutions and services.These materials will focus on the Motorola products,services and/or solutions described herein as part of the Field Trial and may include Customer trademarks,service marks, logos or other public information about the Customer. The materials may include direct quotes given by Customer employees,along with their names and titles. Upon completion of each phase of the Field Trial,Customer agrees to participate in the following activities: • Case Study.Customer participates in a Motorola-published case study highlighting the customer's business challenge,solution/service/products provided by Motorola and benefits/results realized as a result. This may be developed in a print or video format. • Reference Call.Customer agrees to participate in up to three(3)sixty(60)minute reference calls per month. • Written Reference.Willing to complete a question/metrics document for a prospective customer proposal. • RFI/RFP Reference.Customer company name and contact listed in Motorola-submitted proposals to prospective customers. • Site Visit:Customer agrees to host prospective Motorola law enforcement agency customers at their site,provide a briefing overview on smart policing deployment,lessons learned and use cases. • Podcast/Webinar.Customer participates in a video and/or audio recording or broadcast of reference content,either as a speaker or through an interview format. • Press Activity/Press Release.Customer is willing to participate in a press release and/or customer speaks with reporters to provide background for published articles in business and/or trade press. • Additional VIP options which are not included in this SOS but may be included at a later time if mutually agreed: Analyst Activity.Customer speaks with industry analysts about pre-arranged topics to provide background for their reports or research programs. City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. 41) Motorola Solutions Confidential Restricted Attachment A:Development Field Trial Scope of Services(SOS)for Elgin,Illinois F-3 Award Nomination.Customer agrees to allow Motorola to submit award nominations featuring successful joint projects or customer achievements. Blog Post.Customer participates in a blog post for joint use showcasing the customer's innovations and accomplishments with Motorola as a partner. Multimedia Demonstration in Motorola marketing centers,Motorolasolutions.com and Motorola intranets and for other uses,such as in an exhibit booth. Speaking Engagement/Event Participation.Customer is willing to participate in a panel discussion or present at an industry conference,analyst event or Motorola-sponsored event. Success Story Slide.Customer allows Motorola to create a PPT slide or slide set on their engagement. Customer Name/Logo.Customer agrees to allow Motorola to use their company name and logo in Motorola sales and marketing materials. Customer Quote.Customer allows Motorola to publish a quote in Motorola sales or marketing materials or on the web. May also be used for earnings announcements and/or executive presentations. Customer agrees to review the materials,provide any edits,and allow Supplier to use the final approved materials without compensation for sales, marketing and communications purposes on the Motorola web site and in Motorola print publications and presentations. With Customer's final approval,Customer confirms that the materials accurately reflect your customer experience and do not reveal information that you know to be confidential.Customer also confirms that all specific claims or facts in the materials,such as cost savings or performance improvements,are accurate and supported by data and release Motorola from any and all claims for damages for defamation or any other claim based upon its use. Customer confirms that there are no rules,regulations or prohibitions 3 that prevent Supplier's use of this information for publicity,advertising or promotional purposes. Customer will advise Supplier if the customer experience materials are no longer accurate so that they can be removed from our Motorola online properties,or revised accordingly. Within 30 days of receipt of written notification,Supplier will work with Customer to revise any materials as necessary, remove any materials from our Motorola online properties,and use commercially reasonable efforts to notify any channel partners who may be using the materials to cease. F.1 .5 Field Trial System Components Our Field Trial includes but is not limited to the following summary of equipment. Any equipment provided by Supplier for purposes of this Field Trial is the property of Supplier and will be collected from Customer at the end of the term of this Agreement. F.1 .6 Data Collection All data collected by the Real Time Crime Center Solution is owned and for use exclusively by Customer. Supplier will not access or use the data unless permission is provided by Customer. At the end of the Field Trial,all data captured and stored will be destroyed;no backups or copies of the data in live or production systems will be retained by the Supplier. 3 August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real lime Information Center Solution to the restrictions on the cover page. F-4 Attachment A. Development Field Trial Scope of Services("SOS')for Elgin,Illinois Motorola Solutions Confidential Restricted F.1.7 Development Field Trial Program Pricing F.1.7.1 Elgin Real Time Information Center Solution The following pricing for the City of Elgin covers the RIC Development Field Trial Program Proposal, RIC Base System and Genetec Video Management System. The RIC Development Field Trial Program includes the RIC Base System,Genetec VMS along with acceptance of the RIC Development Program Scope of Services. Table F-1:Motorola RIC Development Field Trial Program Proposal Description Total RIC Base System— 100 Camera Licenses $174,757 - VMS Interface to Genetec VMS ( included above) - Two-Way Radio Interface included Genetec VMS, 100 Camera License, Hardware—7 Days Retention $171,181 RIC Development Program included - Motorola to provide technology features that integrate into the RIC - Includes Integration of the following systems ; CAD, Asset Location, Mobile Mapping, Mobile Video Streaming, ALPR, Social Media Monitoring, Collaboration Workspace, 311, Crime Analyst Toolset Motorola RIC Development Program Discount ($245,938) RIC Server, Directory/Mobile Server, qty 2 Archiver Servers $59,301 Total Motorola RIC Development Program Proposal $ 159,301 F.1.7.2 Optional Public/Private Video Aggregation Solution — (5) Add On Locations & Existing Demo Equipment Description Total Qty(5) Fortigate 60D Units Qty(5) Axis Four Channel Encoders Installation & Professional Services Existing Demo Equipment—Qty(1) Fortigate 200D Unit, Qty(2) Fortigate 60D Units, Qty(1) Axis Four Channel Encoder Total Public/Private Video Aggregation Solution $40,747 City of Elgin,Illinois,Police Department August 10,2014 Real Time Information Center Solution Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Attachment A:Development Field Trial Scope of Services(SOS)for Elgin,Illinois F-5 This page intentionally left blank. ) August 10,2014 City of Elgin,Illinois,Police Department Use or disclosure of this proposal is subject Real Time Information Center Solution to the restrictions on the cover page. F-6 Attachment A:Development Field Trial Scope of Services("SOS')for Elgin,Illinois Motorola Solutions Confidential Restricted 41)