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21-150
Resolution No. 21-150 RESOLUTION AUTHORIZING EXECUTION OF A MAINTENANCE SUPPORT AND LIFECYCLE MANAGEMENT PURCHASE AGREEMENT WITH MOTOROLA SOLUTIONS, INC. FOR THE CONTINUED SUPPORT OF EMERGENCY COMMUNICATIONS, BACKUP DISPATCH CENTERS INFRASTRUCTURE, RELATED EQUIPMENT AND SOFTWARE MAINTENANCE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that pursuant to Elgin Municipal Code Section 5.02.020B(9)the City Council hereby finds that an exception to the requirements of the procurement ordinance is necessary and in the best interest of the city; and BE IT FURTHER RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, and Kimberly A. Dewis, City Clerk,be and are hereby authorized and directed to execute a Maintenance Support and Lifecycle Management Purchase Agreement on behalf of the City of Elgin with Motorola Solutions,Inc. for the continued support of emergency communications,backup dispatch centers infrastructure,related equipment and software maintenance, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: October 13, 2021 Adopted: October 13, 2021 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk Maintenance Support and Lifecycle Management Purchase Agreement THIS AGREEMENT is hereby made and entered into this 13th day of October , 2021, by and between the City of Elgin, Illinois, a municipal corporation (hereinafter referred to as "City") and Motorola Solutions, Inc., a Delaware corporation, (hereinafter referred to as "Motorola" or "Seller"). Motorola and City may be referred to individually as a"Party" and collectively as the "Parties". NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein,the sufficiency of which is hereby mutually acknowledged,the parties hereto hereby agree as follows: Section 1 PURCHASE City shall purchase, and Motorola shall sell the goods and/or services described by Attachments A, B and C, attached hereto and made a part hereof. Attachment A: Software License Agreement Attachment B: Statements of Work("SOW")for Advanced Plus Service Package and Essential Subscriber Attachment C: Payment Schedule Section 2 TERMS This Agreement shall be subject to the terms and conditions contained herein and as provided by Attachments A,B and C. Section 3 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: "Confidential Information"means all information consistent with the fulfillment of this agreement that is (i) disclosed under this agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis of any hardware, software or any component part thereof provided by discloser to recipient. The nature and existence of this agreement are considered Confidential Information. Confidential information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by the discloser by submitting a written document to the recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent. Notwithstanding anything to the contrary provided for herein, information which is subject to disclosure pursuant to the Illinois Freedom of Information Act (5 ILCS 140/1 et seq.) shall not constitute, and shall not be construed as constituting"Confidential Information". "Effective Date"means the date of this Agreement above. "Equipment"means the equipment that is specified in the attachments or is subsequently added to this Agreement. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Parry's reasonable 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). "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. "Motorola Software"means Software that Motorola or its affiliated company owns."MUA"means Microwave Upgrade Agreement(MUA). "NUA" means Network Upgrade Agreement(NUA). "Non-Motorola Software"means Software that another party owns. "Open Source Software"(also called"freeware"or"shareware")means software with either freely obtainable source code, license for modification,or permission for free distribution. "Proprietary 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. "Software"means the Motorola Software and Non-Motorola Software, in object code format that is furnished with the System or Equipment. "Services" means those installation, maintenance, SUA, MUA,NUA support, training, and other services described in this Agreement. "SUA"or"SUA II"means Motorola's Software Upgrade Agreement program(which may include MUA or NUA services). Section 4 SCOPE OF AGREEMENT AND TERM 4.1 SCOPE OF WORK. Motorola will provide the Services described in this Agreement and Attachments B and C. 4.2 TERM. This Agreement begins on the Effective Date and shall terminate on January 31, 2027. 4.3 SUBSTITUTIONS.At no additional cost to City,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 City. Any substitution shall be reflected in a change order. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality shall be used; the Equipment shall be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola shall be followed. 4.4 MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to City pursuant to Attachment A (Software License Agreement). Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 4.5 NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to City 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 shall 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 City in accordance with, and City agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by City, 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 City a copy of the applicable standard license (or specify where that license may be found); and provide to City 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 4.6 INTRINSICALLY SAFE EQUIPMENT. City must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4.7 If City purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and shall be billed at the applicable rates after the warranty for that additional equipment expires.Upon reasonable request by Motorola,City shall provide a complete serial and model number list of the Equipment to which the Services apply. 4.8 All Equipment shall be in good working order on the Effective Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, City shall provide a complete serial and model number list of the Equipment. City must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. City's obligation to pay Service fees for this Equipment shall terminate at the end of the month in which Motorola receives such written notice. 4.9 If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment. Notwithstanding the aforementioned provisions, in the event of such inability of Motorola to properly or economically service Equipment,Motorola may only modify the scope of Services or increase the price to Service with the City's written approval. In the event such Equipment is removed from the Agreement,City shall be reimbursed for such removal on a pro rata basis. Such reimbursement shall only apply to amounts exceeding $1,000 and for Equipment that is Certified by Motorola. 4.10 City shall notify Motorola of any Equipment failure. Motorola shall respond to City's notification in a manner consistent with the level of Service purchased as indicated in this Agreement. Section 5 EXCLUDED SERVICES 5.1 Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges,neglect, acts of God or other force majeure events. 5.2 Unless specifically provided for herein, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission. Section 6 TIME AND PLACE OF SERVICE Service shall be provided at the location specified in this Agreement. When Motorola performs Service at City's location, City shall provide Motorola, at no charge, a reasonably non-hazardous work environment with reasonably adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors shall not be imposed as a site access requirement. City shall provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services.Unless otherwise stated in this Agreement,the hours of Service shall be 8:30 a.m. to 4.30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering its Services,City agrees to reimburse Motorola for those charges and expenses. Such reimbursement shall only apply upon the written agreement of the City. Section 7 CONTRACT PRICE,PAYMENT AND INVOICING 7.1 City affirms that execution of this Agreement is the only Notice to Proceed ("NTP") that Motorola shall receive for the term of this Agreement and that a purchase order or NTP is not required for contract performance and that sufficient funds have been appropriated in accordance with applicable law. City shall pay all proper invoices as received from Motorola solely against this Agreement. Upon execution of this Agreement, City shall provide all necessary reference information to include on invoices for payment per this Agreement. 7.2 CONTRACT PRICE. The Contract Price in U.S. dollars is$1,084,626.69. Contract Price includes the Equipment, Software and Services provided under this Agreement and as defined in the Attachments hereto, and includes applicable sales or similar taxes and freight charges. The City is a tax-exempt governmental entity. 7.3 INVOICING AND PAYMENT.Motorola shall submit invoices to City in advance of each payment period, according to Attachment C and City shall make payments to Motorola within thirty (30) days after the receipt of each invoice. Invoices shall be mailed or emailed to City pursuant to Section 7.3.1, Invoicing and Shipping Addresses. For reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1115800. Overdue invoices will bear interest at the rate of .5% per month or the maximum rate allowed by law, whichever is less. Motorola hereby waives any and all claims or rights to interest on money claimed to be due pursuant to law, including,but not limited to,pursuant to the Local Government Prompt Payment Act(50 ILCS 50511,et seq.), as amended,or the Illinois Interest Act(815 ILCS 205/1,et seq.), as amended. The provisions of this paragraph shall survive any expiration, completion and/or termination of this agreement. 7.3.1 INVOICING AND SHIPPING ADDRESSES. Invoices shall be sent to the City at the following address: Name: Accounts Payable Attn: Lacey Roberts Address:_151 Douglas Ave. Elgin, IL 60120 Phone:847-289-2685 E-INVOICE. To receive invoices via email: City Accounts Payable: Email:Roberts L(&cityofel ig n_org City CC (optional)Email: Bayard MAcityofel ig n.org The address which is the ultimate destination where the Equipment shall be delivered to City is: Name: Elgin Police Department Address: 151 Douglas Avenue Elgin, IL 60120 The Equipment shall be shipped to the City at the following address (insert if this information is known): Name: Elgin Police Department Address: 151 Douglas Avenue Elgin, IL 60120 City may change this information by giving written notice to Motorola. 7.4 INFLATION ADJUSTMENT. After the end of the five year service period in this Agreement, if any, during the Term of this Agreement, if the change in the U.S. Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI-U) annual index for each Contract year results in an increase of three percent(3%),the price for the following year's services shall increase by an incremental dollar amount per the following formula: Current year's maintenance price*(actual change in the CPI—3 percentage points).The successive year's service shall increase from this new baseline by the dollar amount as described in Attachment C. This adjustment shall be calculated 60 days prior to the 12th/24th/36th, etc. anniversary of the end of the last service period in this Agreement. It shall be calculated based upon the CPI for the most recent twelve month increments beginning from the most current month available as posted by the U.S. Department of Labor. The price adjustment would fix the price for the following 12 months. For purposes of illustration,if in year 5 the CPI reported an increase of 8%,Motorola may increase the Year 6 price by 5% (8%-3% base). No such increase shall be effective without the written consent by the City. In the event the City does not agree to the aforementioned increase, this Agreement may be terminated unilaterally by the City without penalty, liability of cost other than for payment for services actually provided by Motorola on an ad valorem basis. 7.5 FREIGHT, TITLE AND RISK OF LOSS. Motorola shall pre-pay and add all freight charges to the invoices. Title and risk of loss to the Equipment shall pass to City upon delivery. Title to the Software shall not pass to the City at any time. Motorola shall pack and ship all Equipment in accordance with good commercial practices. i Section 8 WARRANTY 8.1. SERVICE WARRANTY. Motorola warrants that is Services under this Agreement shall be free of defects in materials and workmanship for a period of ninety(90) days from the date the performance of the Services are completed. In the event of a breach of this warranty, City's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro- rata basis,the fees paid for the non-conforming Service. 8.2. EQUIPMENT WARRANTY.Motorola warrants that the Equipment under normal use and service shall be free from material defects in materials and workmanship for a period of ninety (90)days from the date of shipment. 8.3. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement,Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 8 that are applicable to the Motorola Software for a period of ninety (90) days from the date of successful installation of a software upgrade as described in Attachment B. 8.4. 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; City'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. 8.5. WARRANTY CLAIMS. To assert a warranty claim,the City shall notify Motorola of any such claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola shall investigate the warranty claim. If this investigation confirms a valid warranty claim,Motorola shall(at its option and at no additional charge to City)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 shall be the full extent of Motorola's liability for the warranty claim. If this investigation reasonably indicates the warranty claim is not valid, then Motorola may invoice City 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 shall become the property of Motorola. 8.6. 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. 8.7. 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 9 DEFAULT AND TERMINATION 9.1 If either party defaults in the performance of this Agreement, the other party shall give to the non-performing party a written and detailed notice of the default. The non-performing party shall have thirty(30)days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan,then the injured party,in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving written notice of termination to the defaulting party. 9.2. If a defaulting Party fails to cure the default as provided above in Section 9.1, 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 shall promptly return to the non-defaulting Party any of its Confidential Information. If City is the non-defaulting Party, terminates this Agreement as permitted by this Section, and completes the System through a third Party, City 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. City shall mitigate damages and provide Motorola with detailed invoices substantiating the charges. In the event City elects to terminate this Agreement for any reason other than default, City shall pay Motorola for the conforming Equipment and/or Software delivered and all services performed. 9.3. Lifecycle Management upgrade payment requirement.The Lifecycle Management service annualized price is based on the fulfillment of the two year cycle. If City terminates this service during a two year cycle, except for Motorola's default, then City shall be required to pay for the balance of payments owed for the two year cycle if a major system release has been implemented before the point of termination. 9.4 APPROPRIATION OF FUNDS. The fiscal year of the City is the 12 month period ending December 31. The obligations of the City under any contract for any fiscal year are subject to and contingent upon the appropriation of funds sufficient to discharge the obligations which accrue in that fiscal year and authorization to spend such funds for the purposes of the contract. If, for any fiscal year during the term of this agreement, sufficient funds for the discharge of the City's obligations under the contract are not appropriated and authorized,then the agreement shall terminate as of the last day of the preceding fiscal year,or when such appropriated and authorized funds are exhausted,whichever is later,without liability to the City for damages,penalties or other charges on account of such termination. The City shall give Motorola written notice of insufficient funding as soon as practicable after the City becomes aware of such insufficiency. Section 10 EXCLUSIVE TERMS AND CONDITIONS This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to these Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. City agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement; however, an omission of the reference to this Agreement shall not affect its applicability. In no event shall either party be bound to any terms contained in a City purchase order,acknowledgement,or other writings unless:the purchase order, acknowledgement, or other writing specifically refers to this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 11 CONFIDENTIALITY AND PROPRIETARY RIGHTS 11.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the parties may provide each other with Confidential Information, and shall notify the other in writing when any confidential information is provided. Each party shall: maintain the confidentiality of the other Parry's Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party in writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential Information to its employees who have a "need to know" and not copy or reproduce the Confidential Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential Information,including informing its employees who handle the Confidential Information that it is confidential and is not to be disclosed to others, but these precautions shall be at least the same degree of care that the receiving Party applies to its own confidential information and shall not be less than reasonable care; and use the Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and shall at all times remain the property of the disclosing Party,and not 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 Illinois law and this Agreement. Notwithstanding anything to the contrary provided for herein, the City's good faith compliance with the provisions of the Illinois Freedom of Information Act(5 ILCS 140/1 et seq.) shall not be construed as, and shall not constitute a default. City shall use its best efforts to inform Motorola of any requests for records made pursuant to the Freedom of Information Act prior to responding to such requests. 11.2. 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 City the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to City any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement,Motorola does not grant to City, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. City shall not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner. Section 12 INDEMNIFICATION 12.1. GENERAL INDEMNITY BY MOTOROLA. Motorola shall indemnify and hold City harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury,death, or direct damage to tangible property including but not limited to,attorneys fees at a rate of not to exceed$300 per hour which may accrue against City 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 City gives Motorola written notice of any claim or suit. City shall 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 City from liabilities that are in any way related to Motorola's performance under this Agreement. 12.2. PATENT AND COPYRIGHT INFRINGEMENT. 12.2.1. Motorola shall defend at its expense any suit brought against City to the extent it is based on a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim"). Motorola's duties to defend and indemnify are conditioned upon: City notifying Motorola in writing within 30 days of receipt of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and City providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola shall pay all damages finally awarded against City by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing,by Motorola in settlement of an Infringement Claim. 12.2.2. If an Infringement Claim occurs,or in Motorola's opinion is likely to occur,Motorola may at its option and expense: (a)procure for City the right to continue using the Motorola Product;(b) replace or modify the Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant City a credit for the Motorola Product, less a reasonable charge for depreciation.The depreciation amount shall be calculated based upon generally accepted accounting standards. 12.2.3. Motorola shall 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 City's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d)a modification of the Motorola Product by a party other than Motorola; (e)use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or(f)the failure by City to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event shall Motorola's liability resulting from its indemnity obligation to City extend in any way to royalties payable on a per use basis or the City's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from City from sales or license of the infringing Motorola Product. 12.2.4. This Section 12 provides City's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. City has no right to recover and Motorola as 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 12 are subject to and limited by the restrictions set forth in Section 12. Section 13 LIMITATION OF LIABILITY Except for personal injury or death, each Party's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, shall be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Services provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT THE PARTIES SHALL 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, except for money due upon an open account. Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS City is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by governmental agencies.Neither Motorola nor any of its employees is an agent or representative of City in FCC or other governmental matters. Section 15 DISPUTES The Parties shall use the following procedure to address any dispute arising under this Agreement (a"Dispute"). 15.1. VENUE. This agreement is subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. Motorola hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County,Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof, and Motorola agrees that service by first class U.S. mail to Motorola Solutions, Inc., 1301 East Algonquin Road, Schaumburg, Illinois 60196 shall constitute effective service. Both parties hereto waive any rights to a jury. 15.2. 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. 15.3. 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. Notwithstanding anything to the contrary herein, the provisions involving mediation at Sections 15.2 and 15.3 herein shall only apply upon written agreement by the Parties hereto at the time of the Dispute. 15.4. ORDER OF PREFERENCES. In the event of inconsistencies between Attachment A and the Primary Agreement, only with respect to the specific subject matter of Attachment A and not as to any other subject matter described or referenced in any other attachments or the Primary Agreement,Attachment A shall supersede and control. Section 16 GENERAL 16.1. TAXES.Motorola acknowledges the City is a tax-exempt entity, and the City shall not be liable for any taxes. A certificate evidencing tax exempt status shall be provided upon request. 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 shall not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent shall 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 City.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 shall 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 shall 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 shall 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 shall 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 shall be severed and the remainder of this Agreement shall continue in full force and effect. 16.5. INDEPENDENT CONTRACTORS. Each Party shall perform its duties under this Agreement as an independent contractor. The Parties and their personnel shall not be considered to be employees or agents of the other Party. Nothing in this Agreement shall be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement shall 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 shall be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 16.7. EXECUTION. This Agreement may be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. 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 U.S.mail, (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile or other electronic form, and shall be effective upon receipt: Motorola Solutions, Inc. Attn: Motorola Law Dept Legal, Government Affairs&Corporate Communications 500 W Monroe, 43th Floor Chicago, IL 60661 City Attn: Chief of Police Elgin Police Department 151 Douglas Ave. Elgin, IL 60120 16.9. COMPLIANCE WITH APPLICABLE LAWS. 16.9.1. Each Party shall comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. City shall 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 City in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of City in FCC or other matters. 16.9.2.Notwithstanding any other provision of this agreement, it is expressly agreed and understood that in connection with the performance of this agreement,Motorola shall comply with all applicable federal, state, city and other requirements of law, including,but not limited to, any applicable requirements regarding prevailing wages, minimum wage, workplace safety and legal status of employees. Without limiting the foregoing, Motorola hereby certifies, represents and warrants to the City that all of Motorola's employees and/or agents who will be providing products and/or services with respect to this agreement shall be legally authorized to work in the United States. Motorola shall also,at its expense,secure all permits and licenses,pay all charges and fees, and give all notices necessary and incident to the due and lawful prosecution of the work, and/or the products and/or services to be provided for in this agreement. The City shall have the right to audit any records in the possession or control of Motorola to determine Motorola's compliance with the provisions of this section. In the event the City proceeds with such an audit, Motorola shall make available to the City Motorola's relevant records at no cost to the City. City shall pay any and all costs associated with any such audit. 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. MATERIALS, TOOLS AND EQUIPMENT. All tools, equipment, dies, gauges, models, drawings or other materials paid for and utilized by Motorola for the purpose of this Agreement shall be and remain the sole property of Motorola. City shall safeguard all such property while it is in City's custody or control and return it to Motorola upon request. This property shall be held by City for Motorola's use without charge and may be removed from City's premises by Motorola at any time without restriction. 16.12. FORCE NWEURE. Neither Party shall 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 shall significantly delay performance shall 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 shall execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. 16.13. City shall provide Motorola with designated points of contact (list of names and phone numbers) that shall be available twenty-four(24) hours per day, seven (7) days per week, and an escalation procedure to enable City's personnel to maintain contact,as needed, with Motorola. 16.14. SURVIVAL OF TERMS. The following provisions shall survive the expiration or termination of this Agreement for any reason: Section 4.4(Motorola Software); Section 4.5 (Non- Motorola Software); if any payment obligations exist, Section 7 (Contract Price and Payment); Subsection 8.7 (Disclaimer of Implied Warranties); Section 15 (Disputes); Section 13 (Limitation of Liability); and Section 11 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 16. Motorola Solutions, Inc. CI ELGIN Print Name Richard G.Kozal, Ci Mana r Attest: e City Cl Title F:Uxgal Dept\AgreementUNotorola Solutions-Purchase Agr-Support&Lifecyle-Clean-S-11-21.docx Attachment A Motorola Software License Agreement This Exhibit A Motorola Software License Agreement("Agreement") is between Motorola Solutions, Inc., ("Motorola"), and City of Elgin("Licensee"). For good and valuable consideration,the parties agree as follows: Section 1 DEFINITIONS 1.1. "Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2. "Documentation"means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software(including all physical or electronic media upon which such information is provided). 1.3. "Open Source Software"means software with either freely obtainable source code,license for modification,or permission for free distribution. 1.4. "Open Source Software License" means the terms or conditions under which the Open Source Software is licensed. 1.5. "Primary Agreement"means the agreement to which this exhibit is attached. 1.6. "Security Vulnerability"means a flaw or weakness in system security procedures,design, implementation,or internal controls that could be exercised(accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised,manipulated or stolen or the system damaged. 1.7. "Software" (i) means proprietary software in object code format, and adaptations, translations, decompilations,disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements,new versions and new releases of the software provided by Motorola; and(iii)may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary software or products containing embedded or pre-loaded proprietary software,or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the proprietary software and affiliated documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7)and nonexclusive license under Motorola's copyrights and Confidential Information(as defined in the Primary Agreement)embodied in the Software to use the Software,in object code form,and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software,the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee,Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; and (ii) identify the Open Source Software (or specify where that license may be found). 3.3. TO THE EXTENT,IF ANY,THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERSEDES THE SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions,Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any 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, backup, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing,Licensee will not,and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter,accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets,trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication,estoppel or otherwise,except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software,Designated Products,Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LINIITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. Unless otherwise stated in the Primary Agreement, the commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software(the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error-free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. Notwithstanding, any warranty provided by a copyright owner in its standard license terms will flow through to Licensee for third party software provided by Motorola. 6.2. Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty.These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective,or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non-infringement,merchantability,or fitness for a particular purpose or use by Licensee(whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent.Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software(other than CPS and Motorola's FLASHport® software)which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 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. Section 9 GENERAL 9.1. 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. 9.2. 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. 9.3. FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an evolving technological area and therefore, laws and regulations regarding Services and use of Solution may change. Changes to existing Services or the Solution required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services. 9.4. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 9.5. GOVERNING LAW.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. 9.6. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee.No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. I 9.7. SURVIVAL. Sections 4, 5, 6.4, 7, 8, and 9 survive the termination of this Agreement. 9.8. 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. F:\Legal Dept\Agreement\Motorola Solutions-Purchase Agr-Support&Lifecyle-5-26-21 Attach A-Clean.docx Attachment B ADVANCED PLUS SERVICE SOW ESSENTIAL SUBSRIBER SOW 20 Motorola.CSA.revision.1.22.2020doc Motorola Contract No. © MOTOROLA SOLUTIONS ASTRO 25 ADVANCED PLUS SERVICES STATEMENT OF WORK The design,technical,and price information furnished with this proposal is proprietary information of Motorola Solutions,Inc.(Motorola).Such information is submitted with the restriction that it is to be used only for the evaluation of the proposal,and is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the proposal,without the express written permission of Motorola Solutions,Inc. MOTOROLA,MOTO,MOTOROLA SOLUTIONS,and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.All other trademarks are the property of their respective owners.©2021 Motorola Solutions,Inc.All rights reserved. TABLE OF CONTENTS Section 1 ASTRO 25 Advanced Plus Services Statement of Work................................................................. 1-1 1.1 Overview......................................................................................................................... 1-1 1.2 Motorola Solutions Service Delivery Ecosystem.............................................................. 1-2 1.2.1 Centralized Managed Support Operations................................................................... 1-2 1.2.2 Field Service................................................................................................................ 1-3 1.2.3 Customer Support Manager......................................................................................... 1-3 1.2.4 Repair Depot ............................................................................................................... 1-3 1.2.5 MyView Portal.............................................................................................................. 1-3 1.3 Connectivity Specifications.............................................................................................. 1-4 1.4 Advanced Plus Services Detailed Description ................................................................. 1-4 1.4.1 Network Event Monitoring............................................................................................ 1-4 1.4.1.1 Description of Service.......................................................................................... 1-4 1.4.1.2 Scope .................................................................................................................. 1-5 1.4.1.3 Inclusions............................................................................................................. 1-6 1.4.1.4 Motorola Solutions Responsibilities...................................................................... 1-6 1.4.1.5 Limitations and Exclusions................................................................................... 1-6 1.4.1.6 Customer Responsibilities.................................................................................... 1-7 1.4.1.7 Engagement Matrix.............................................................................................. 1-7 1.4.1.8 Connectivity Matrix............................................................................................... 1-8 1.4.1.9 Motorola Solutions Owned and Supplied Equipment............................................ 1-9 1.4.1.10 Monitored Elements............................................................................................ 1-9 1.4.2 Remote Technical Support ........................................................................................ 1-11 1.4.2.1 Description of Service........................................................................................ 1-11 1.4.2.2 Scope ................................................................................................................ 1-11 1.4.2.3 Inclusions........................................................................................................... 1-11 1.4.2.4 Motorola Solutions Responsibilities.................................................................... 1-12 1.4.2.5 Limitations and Exclusions................................................................................. 1-12 1.4.2.6 Customer Responsibilities.................................................................................. 1-12 1.4.2.7 Remote Technical Support Priority Level Definitions.......................................... 1-13 1.4.2.8 Remote Technical Support Priority Level Response Goals ................................ 1-14 1.4.3 Network Hardware Repair with Advanced Replacement............................................ 1-15 1.4.3.1 Description of Service........................................................................................ 1-15 1.4.3.2 Scope ................................................................................................................ 1-15 1.4.3.3 Inclusions........................................................................................................... 1-15 1.4.3.4 Motorola Solutions Responsibilities.................................................................... 1-15 1.4.3.5 Limitations and Exclusions................................................................................. 1-16 1.4.3.6 Customer Responsibilities.................................................................................. 1-16 January 2021 ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Table of Contents i 1.4.3.7 Repair Process .................................................................................................. 1-18 1.4.3.8 Advanced Replacement..................................................................................... 1-19 1.4.4 Remote Security Update Service............................................................................... 1-24 1.4.4.1 Description of Service........................................................................................ 1-24 1.4.4.2 Scope ................................................................................................................ 1-24 1.4.4.3 Inclusions........................................................................................................... 1-26 1.4.4.4 Motorola Solutions Responsibilities.................................................................... 1-27 1.4.4.5 Limitations and Exclusion................................................................................... 1-27 1.4.4.6 Customer Responsibilities.................................................................................. 1-28 1.4.5 On-site Infrastructure Response................................................................................ 1-29 1.4.5.1 Description of Service........................................................................................ 1-29 1.4.5.2 Scope ................................................................................................................ 1-29 1.4.5.3 Inclusions........................................................................................................... 1-29 1.4.5.4 Motorola Solutions Responsibilities.................................................................... 1-29 1.4.5.5 Customer Responsibilities.................................................................................. 1-30 1.4.5.6 On-site Infrastructure Response Priority Level Definitions.................................. 1-31 1.4.5.7 On-site Infrastructure Response Priority Level Response Time Goals............... 1-32 1.4.6 Annual Preventive Maintenance ................................................................................ 1-33 1.4.6.1 Description of Service........................................................................................ 1-33 1.4.6.2 Scope ................................................................................................................ 1-33 1.4.6.3 Inclusions........................................................................................................... 1-33 1.4.6.4 Motorola Solutions Responsibilities.................................................................... 1-33 1.4.6.5 Limitations and Exclusions................................................................................. 1-33 1.4.6.6 Customer Responsibilities.................................................................................. 1-34 1.4.6.7 Preventive Maintenance Tasks .......................................................................... 1-34 1.4.6.8 Site Performance Evaluation Procedures................. Error! Bookmark not defined. 1.4.7 Network Updates....................................................................................................... 1-37 1.4.7.1 Description of Service........................................................................................ 1-37 1.4.7.2 Scope ................................................................................................................ 1-37 1.4.7.3 Inclusions........................................................................................................... 1-38 1.4.7.4 Update Planning and Preparation ...................................................................... 1-39 1.4.7.5 System Readiness Checkpoint .......................................................................... 1-40 1.4.7.6 System Update .................................................................................................. 1-40 1.4.7.7 Update Completion ............................................................................................ 1-40 1.4.7.8 Limitations and Exclusions................................................................................. 1-41 1.4.7.9 Special Provisions.............................................................................................. 1-42 1.4.7.10 ASTRO 25 System Release Update Paths ....................................................... 1-42 1.4.7.11 System Pricing Configuration............................................................................ 1-43 January 2021 ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Table of Contents ii January 2021 ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Table of Contents iii January 2021 SECTION 1 ASTRO 25 ADVANCED PLUS SERVICES STATEMENT OF WORK 1 .1 OVERVIEW Motorola Solutions' ASTRO®25 Advanced Plus Services ("Advanced Plus Services") provide an integrated and comprehensive sustainment program for fixed end network infrastructure equipment located at the network core, RF sites, and dispatch sites. Advanced Plus Services do not include maintenance for mobile devices, portable devices, or network backhaul equipment. Advanced Plus Services consist of the following elements: • Network Event Monitoring. • Remote Technical Support. • Network Hardware Repair. • Remote Security Update Service. • On-site Infrastructure Response. • Annual Preventive Maintenance. • Network Updates. Each of these elements is summarized below and expanded upon in Section 1.4. In the event of a conflict between the descriptions below and an individual subsection of Section 1.4, the individual subsection prevails. This Statement of Work ("SOW"), including all of its subsections and attachments, is an integral part of the Services Agreement for maintenance services, Professional Services Agreement for security update and monitoring services, Communications System and Services Agreement("CSSA")for Network Updates, or other applicable signed agreement ("Agreement") between Motorola Solutions, Inc. ("Motorola Solutions") and the Customer("Customer"), and is subject to the terms and conditions set forth in the Agreement. In order to receive the services as defined within this SOW, the Customer is required to keep the system within a standard support period as described in Motorola Solutions' Software Support Policy „S( WSP„). Network Event Monitoring Real-time, continuous ASTRO 25 radio communications network monitoring and event management. Using sophisticated tools for remote monitoring and event characterization, Motorola Solutions will assess events, determine the appropriate response, and initiate that response. Possible responses include remotely addressing the issue, escalation to product technical support groups, and dispatch of designated field technical resources. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-1 January 2021 Remote Technical Support Motorola Solutions will provide telephone consultation with specialists skilled at diagnosing and swiftly resolving infrastructure performance and operational technical issues requiring a high level of ASTRO 25 network experience and troubleshooting capabilities. Network Hardware Repair Motorola Solutions will repair Motorola Solutions-manufactured infrastructure equipment and select third-party manufactured infrastructure equipment supplied by Motorola Solutions. Motorola Solutions coordinates the equipment repair logistics process. Remote Security Update Service Motorola Solutions will pre-test third-party security updates to verify they are compatible with the ASTRO 25 network, and remotely push the updates to the Customer's network. On-site Infrastructure Response When needed to resolve equipment malfunctions, Motorola Solutions will dispatch qualified local technicians to the Customer's location to diagnose and restore the communications network. Technicians will perform diagnostics on impacted hardware and replace defective components. The service technician's response time will be based on pre-defined incident priority levels. Annual Preventive Maintenance Qualified field service technicians will perform proactive, regularly scheduled operational testing and alignment of infrastructure and network components to verify those components comply with the original manufacturer's specifications. Network Updates Periodically updates the Customer's ASTRO 25 system release software, and includes hardware and implementation services necessary to complete the update. With this service, the Customer's system is kept current so that it is prepared to support the latest capabilities. 1.2 MOTOROLA SOLUTIONS SERVICE DELIVERY ECOSYSTEM Advanced Plus Services are delivered through a tailored combination of local field service personnel, centralized teams equipped with a sophisticated service delivery platform, product repair depots, and MyView Portal. These service entities will collaborate to swiftly analyze issues, accurately diagnose root causes, and promptly resolve issues to restore the Customer's network to normal operations. 1.2.1 Centralized Managed Support Operations The cornerstone of Motorola Solutions' support process is the Centralized Managed Support Operations ("CMSO") organization, which includes the Service Desk and technical support teams. The CMSO is staffed 24x7x365 by experienced personnel, including service desk specialists, security analysts, and operations managers. The Service Desk provides a single point of contact for all service related items, including communications between the Customer, Motorola Solutions, and third-party subcontractors. The Service Desk processes service requests, service incidents, change requests, and dispatching, and communicates with stakeholders in accordance with pre-defined response ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-2 January 2021 times. All incoming transactions through the Service Desk are recorded, tracked, and updated through the Motorola Solutions Customer Relationship Management("CRM") system. The Service Desk also documents Customer inquiries, requests, concerns, and related tickets. The CMSO coordinates with the field service organization that will serve the Customer locally. 1.2.2 Field Service Motorola Solutions authorized and qualified field service technicians perform on-site infrastructure response, field repair, and preventive maintenance tasks. These technicians are integrated with the Service Desk and with technical support teams and product engineering as required to resolve repair and maintenance requests. 1.2.3 Customer Support Manager A Motorola Solutions Customer Support Manager("CSM") will be the Customer's key point of contact for defining and administering services. The CSM's initial responsibility is to create the Customer Support Plan ("CSP") in collaboration with the Customer. The CSP functions as an operating document that personalizes the services described in this document. The CSP contains Customer-specific information, such as site names, site access directions, key contact persons, any tailored incident priority level definitions, incident handling instructions, and escalation paths for special issues. The CSP also defines the division of responsibilities between the Customer and Motorola Solutions so response protocols are pre-defined and well understood when the need arises. The CSP governs how the services will be performed and will be automatically integrated into this Statement of Work by this reference. The CSM and Customer will review and amend the CSP on a mutually agreed cadence so the CSP remains current and effective in governing the Advanced Plus Services. 1.2.4 Repair Depot The Motorola Solutions Repair Depot provides the Customer with a central repair location, eliminating the need to send network equipment to multiple vendor locations for repair. All products sent to the Depot are tracked throughout the repair process, from inbound shipment to return, through a case management system that enables Customer representatives to see repair status. 1.2.5 MyView Portal Supplementing the CSM and the Service Desk as the Customer points of contact, MyView Portal is a web-based platform that provides network maintenance and operations information. The portal is accessed from a desktop, laptop, tablet, or smartphone web browser. The information available includes: • Network Event Monitoring: Manage incidents and view self-service reports. Observe incident details by incident priority level, and track the progress of issue resolution. • Remote Technical Support: Manage incidents and view self-service reports. Observe incident details by incident priority level, and track the progress of issue resolution. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-3 January 2021 • Network Hardware Repair: Track return material authorizations ("RMA") shipped to Motorola Solutions' repair depot and eliminate the need to call for status updates. In certain countries, customers will also have the ability to create new RMA requests online. • Remote Security Update Service: View patch history and status of recently completed security updates. • On-site Infrastructure Response: Manage incidents and view self-service reports. Observe incident details by incident priority level, and track the progress of issue resolution. • Annual Preventive Maintenance: View incident status and details of each annual change request for preventive maintenance, including completed checklist information for the incident. • Network Updates: View system status overview and software update information. Orders and Contract Information: View available information regarding orders, service contracts, and service coverage details. The data presented in MyView Portal is provided to support the services described in the following sections, which define the terms of any service delivery commitments associated with this data. 1 .3 CONNECTIVITY SPECIFICATIONS The Advanced Plus Services package requires available internet connectivity provided by the Customer. A minimum connection of 2 Mbps is necessary to enable remote monitoring and update services. 1.4 ADVANCED PLUS SERVICES DETAILED DESCRIPTION Due to the interdependence between deliverables within the detailed sections, any changes to or any cancellation of any individual section may require a scope review and price revision. 1.4.1 Network Event Monitoring Network Event Monitoring provides continuous real-time fault monitoring for radio communications networks. Motorola Solutions uses a defined set of tools to remotely monitor the Customer's ASTRO 25 radio network and characterize network events. When an actionable event takes place, it becomes an incident, which Centralized Managed Support Operations ("CMSO") technologists acknowledge, assess, and initiate a defined response. 1.4.1.1 Description of Service With Network Event Monitoring, Motorola Solutions uses a Managed Services Suite of Tools ("MSST")to detect events 24/7 as they occur, analyze them, and escalate them to the Network Operation Center ("NOC"). Incidents will be generated automatically based on the criteria shown in Table 1-1. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-4 January 2021 Table 1-1: Alarm Threshold Rule Options for all Event Types ThresholdStandard Optional Threshold An incident will be triggered if an event fulfills An incident will be triggered if an event fulfills one of the two following criteria: one of the two following criteria: Event occurs 5 times in 30 minutes. - Event occurs 7 times in 30 minutes. Event causes 10 minutes of continuous - Event causes 15 minutes of continuous downtime for a monitored component. downtime for a monitored component. The CMSO NOC agent assigns a priority level to incidents based on an incident's severity, then initiates a response in accordance with the Customer Handling Procedure ("CHP"). Depending on the incident, Motorola Solutions' response may include continued monitoring for further incident development, remote remediation by technical support, dispatching a field service technician, or other actions Motorola Solutions determines necessary. To prevent duplicate incidents from being generated by the same root cause, Motorola Solutions employs an auto triage process that groups related incidents. The auto triage process therefore automatically assigns grouped incidents to a field service technician, enabling the resolution of these incidents together if the root alarm has been addressed. Motorola Solutions uses a set of standard templates to record key information on service process, defined actions, and points of contact for the Customer's service. In the event of an incident, Motorola Solutions and the Customer can reference these templates. When information is updated, it will be organized in four categories: • Open: — Motorola Solutions' points of contact for dispatch permissions, entitlement information, and knowledge management. • Vendor— Escalation and contact information. • Resolution — Incident closure information. • Site Arrival —Site arrival and exit process information. The Customer will be able to access information on Network Event Monitoring activities via MyView Portal, including incident management reports. Any specific remediation and action notes from Motorola Solutions' CMSO or field service technicians will be available for the Customer to review as well. Service Configuration Portal-Lite ("SCP-Lite"), accessed through MyView Portal, provides a read only view of the Customer's current service configuration, including site parameters, notification preferences, and dispatch information. If the Customer or Motorola Solutions make changes to the network, the updated information will be incorporated into SCP-Lite allowing the Customer a view of the ASTRO 25 radio network's state. 1.4.1.2 Scope Network Event Monitoring is available 24 hours a day, 7 days a week. Incidents generated by the monitoring service will be handled in accordance with the times and priorities defined in Section 1.4.1.7: Engagement Matrix. Network Event Monitoring is a globally provided service unless limited by data export control or other applicable local and regional regulations. Timeframes are based on the Customer's local time zone. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-5 January 2021 1.4.1.3 Inclusions Network Event Monitoring is available for the devices listed in Section 1.4.1.10: Monitored Elements. 1.4.1.4 Motorola Solutions Responsibilities • Provide a dedicated network connection necessary for monitoring the Customer's communication network. Section 1.4.1.8: Connectivity Matrix describes available connectivity options. • If determined necessary by Motorola Solutions, provide Motorola Solutions- owned equipment at the Customer's premises for monitoring network elements. The type of equipment and location of deployment is listed in Section 1.4.1.9: Motorola Solutions Owned and Supplied Equipment. • Verify connectivity and event monitoring prior to system acceptance or start date. • Monitor system continuously during hours designated in the Customer Support Plan ("CSP"), and in accordance with Section 1.4.1.7: Engagement Matrix. • Remotely access the Customer's system to perform remote diagnosis as permitted by the Customer pursuant to Section 1.4.1.6: Customer Responsibilities. • Create an incident, as necessary. Gather information to perform the following: - Characterize the issue. - Determine a plan of action. - Assign and track the incident to resolution. • Provide the Customer with system configuration info, site info, system notifications, and system notes via MyView Portal. • Cooperate with the Customer to coordinate the transition of monitoring responsibilities between Motorola Solutions and the Customer as specified in Section 1.4.1.6: Customer Responsibilities. • If the Customer's technician designated in the CSP is Mobile OSS ("MOSS") enabled, the incident will be Automatically Dispatched to MOSS. Otherwise, the incident will be sent to the CMSO Service Desk. • Maintain communication as needed with the Customer in the field until incident resolution. • Provide available information on incident resolution to the Customer. 1.4.1.5 Limitations and Exclusions • The following activities are outside the scope of the Network Monitoring service: - Motorola Solutions will not monitor any elements outside of the Customer's ASTRO 25 network, or monitor infrastructure provided by a third party, unless specifically stated. Monitored elements must be within the ASTRO 25 radio network and capable of sending alerts to the Unified Event Manager("UEM"). - Additional support charges above contracted service agreement fees may apply if Motorola Solutions determines that system faults were caused by the Customer making changes to critical system parameters without written agreement from Motorola Solutions. - Monitoring of network transport, such as WAN ports, WAN cloud, and redundant paths, unless provided by supplemental service outside this standard scope. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-6 January 2021 1.4.1.6 Customer Responsibilities • Allow Motorola Solutions continuous remote access to enable the monitoring service. • Provide continuous utility service to any Motorola Solutions equipment installed or used at the Customer's premises to support delivery of the service. The Customer agrees to take reasonable due care to secure the Motorola Solutions equipment from theft or damage while on the Customer's premises. • Prior to contract start date, provide Motorola Solutions with pre-defined information necessary to complete a CSP, including: - Incident notification preferences and procedure. - Repair verification preference and procedure. - Database and escalation procedure forms. • Submit timely changes in any information supplied to Motorola Solutions and included in the CSP to the Customer Support Manager ("CSM"). • Notify the CMSO when the Customer performs any activity that impacts the system. Activity that impacts the system may include, but is not limited to: installing software or hardware upgrades, performing upgrades to the network, renaming elements or devices within the network, and taking down part of the system to perform maintenance. • Send system configuration change requests to Motorola Solutions' CSM via MyView Portal. • Allow Motorola Solutions' field service technician, if designated in the CSP, access to equipment, including any connectivity or monitoring equipment, if remote service is not possible. • Allow Motorola Solutions' field service technician, if designated in the CSP, access to remove Motorola Solutions-owned monitoring equipment upon cancellation of service. • Provide Motorola Solutions with all Customer-managed passwords required to access the Customer's system upon request, when opening a request for service support, or when needed to enable response to a technical issue. • Pay additional support charges above the contracted service agreements that may apply if it is determined that system faults were caused by the Customer making changes to critical system parameters without written agreement from Motorola Solutions. • In the event that Motorola Solutions agrees in writing to provide supplemental monitoring for third-party elements provided by the Customer, the Customer agrees to obtain third party consents or licenses required to enable Motorola Solutions to provide the monitoring service. • Cooperate with Motorola Solutions and perform reasonable or necessary acts to enable Motorola Solutions to provide these services. • Contact Motorola Solutions to coordinate transition of monitoring when the responsibility for monitoring needs to be transferred to or from Motorola Solutions, as specified in pre- defined information provided in the Customer's CSP. An example of a transfer scenario is transferring monitoring from Motorola Solutions for network monitoring after normal business hours. - Upon contact, the Customer must provide Motorola Solutions with customer name, site ID, status on any open incidents, priority level of any open incidents, brief descriptions of any ongoing incident, and action plan for resolving those incidents. • Acknowledge that incidents will be handled in accordance with the times and priorities as defined in Section 1.4.1.7: Engagement Matrix. 1.4.1.7 a En ement Matrix 99 � Motorola Solutions responds to events based on the defined priority levels in Table 1-2: ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-7 January 2021 Table 1-2: Priority Levels Incident Definition Engagement Priority Critical Core: Response provided 24 Core server failures. hours,7 days a week, - Core link failure. including US Holidays. Sites/Subsites: Entire simulcast not wide trunking. >=33% of sites/subsites down. AXS: Cluster site-two or more redundant server loss. High Consoles: Response provided 24 Console positions down (>= 33%). hours,7 days a week, including US Holidays. Console site link down. Sites/Subsites: < 33% of sites/subsites down. >= 33% of channels down. Conventional Channels: >= 50% of conventional channels(CCGW)down. AXS: Cluster site-one server down but redundancy available. Devices: Site router/switch, GPS server down. Medium Consoles: Response provided Console positions down (< 33%at a site). Monday through Friday 8 Sites/Subsites: a.m.to 5 p.m. local time, excluding U.S. Holidays. <33%of channels down. Conventional Channels: Less than 50%of conventional channel down. Low Minor events and warnings in the system. Response provided Monday through Friday 8 a.m.to 5 p.m. local time, excluding U.S. Holidays. 1.4.1.8 Connectivity Matrix Request connectivity eight weeks in advance of service start date. Table 1-3: Available Connectivity System Type Available Connectivity Set up and Maintenance ASTROO 25 Internet VPN Motorola Solutions ASTROO 25 Ethernet Motorola Solutions ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-8 January 2021 1.4.1.9 Motorola Solutions Owned and Supplied Equipment This table identifies equipment that Motorola Solutions will supply to support the network monitoring service for the duration of the service. Table 1-4: Motorola Solutions Owned and Supplied Equipment Equipment Type Location Installed Firewall/Router Master Site Service Delivery Management Server Master Site for each Zone 1.4.1.10 Monitored Elements This table identifies the elements that can be monitored by the service. The specific quantities of each element to be monitored on the Customer's system will be inventoried in the CSP. Table 1-5: Monitored Elements Monitored Elements Active Directory Enrichment Testing Probe Agent Environmental QUANTAR AIS ESX Radio Interface AMB Exit Router RDM Application Server Firewall RFDS APX Cloud Application GAS Server RGU ATR Gateway RNG AUC Gateway Router Router Backup Server Gateway Unit RTU Base Radio GIS Server SCOM Server Call Processor HSS Short Data Router CAM Infrastructure(CHI CAM) Site Camera Install Server Statistical Server CBSD LAN Switch Storage Networking CCGW Licensing Service Switch CEB Link Telephony Channel Load Balancer TENSR Client Station Logging Recorder Terminal Server CommandCentral AXS dispatch Logging Replay Station Time Keeper console Controller MGEG Training App Conventional Microwave Training Database Core MME TRAK Core Router MOSCAD Server Trap Forwarder Data Processing Network Address UCS ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-9 Janua 2021 Monitored Elements Database Server Network Device UEM Data Warehouse Server NTP Virtual Machine Device Configuration Server OP VMS DIU OSP VPM DNS Packet Data Gateway WSGU Domain Controller Physical Host Environmental ZDS DSC 8000 Site Controller Physical Host Power and Network Zone Controller eNodeB Power Distribution Unit ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-10 January 2021 1.4.2 Remote Technical Support Motorola Solutions' Remote Technical Support service provides telephone consultation for technical issues that require a high level of ASTRO 25 network knowledge and troubleshooting capabilities. Remote Technical Support is delivered through the Motorola Solutions Centralized Managed Support Operations ("CMSO") organization by a staff of technical support specialists skilled in diagnosis and swift resolution of infrastructure performance and operational issues. Motorola Solutions applies leading industry standards in recording, monitoring, escalating, and reporting for technical support calls from its contracted customers to provide the support needed to maintain mission-critical systems. 1.4.2.1 Description of Service The CMSO organization's primary goal is Customer Issue Resolution ("CIR"), providing incident restoration and service request fulfillment for Motorola Solutions' currently supported infrastructure. This team of highly skilled, knowledgeable, and experienced specialists is an integral part of the support and technical issue resolution process. The CMSO supports the Customer remotely using a variety of tools, including fault diagnostics tools, simulation networks, and fault database search engines. Calls requiring incidents or service requests will be logged in Motorola Solutions' Customer Relationship Management ("CRM") system, and Motorola Solutions will track the progress of each incident from initial capture to resolution. This helps ensure that technical issues are prioritized, updated, tracked, and escalated as necessary, until resolution. Motorola Solutions will advise and inform Customer of incident resolution progress and tasks that require further investigation and assistance from the Customer's technical resources. The CMSO Operations Center classifies each technical support request based on the Remote Technical Support priority level definitions outlined in Section 1.4.2.7. The response to a Remote Technical Support request is based on the Remote Technical Support priority level response goals outlined in Section 1.4.2.8. This service requires the Customer to provide a suitably trained technical resource that delivers maintenance and support to the Customer's system, and who is familiar with the operation of that system. Motorola Solutions provides technical consultants to support the local resource in the timely closure of infrastructure, performance, and operational issues. 1.4.2.2 Scope The CMSO Service Desk is available via telephone 24 hours per day, 7 days per week, and 365 days per year to receive and log requests for technical support. Remote Technical Support service is provided in accordance with the assigned priority. 1.4.2.3 Inclusions Remote Technical Support service will be delivered for Motorola Solutions sold infrastructure, including integrated third-party products. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-11 January 2021 1.4.2.4 Motorola Solutions Responsibilities • Maintain availability of the Motorola Solutions CMSO Service Desk via telephone (800- MSI-HELP) 24 hours per day, 7 days per week, and 365 days per year to receive, log, and classify Customer requests for support. • Respond to incidents and technical service requests in accordance with the response times set forth in Section 1.4.2.8: Remote Technical Support Priority Level Response Goals and the incident priority levels defined in the Section 1.4.2.7: Remote Technical Support Priority Level Definitions. • Provide caller a plan of action outlining additional requirements, activities, or information required to achieve restoral/fulfillment. • Maintain communication with the Customer in the field as needed until resolution of the incident. • Coordinate technical resolutions with agreed upon third-party vendors, as needed. • Escalate support issues to additional Motorola Solutions technical resources, as applicable. • Determine, in its sole discretion, when an incident requires more than the Remote Technical Support services described in this SOW and notify the Customer of an alternative course of action. 1.4.2.5 Limitations and Exclusions The following activities are outside the scope of the Remote Technical Support service: • Customer training. • Remote Technical Support for network transport equipment or third-party products not sold by Motorola Solutions. • Any maintenance and/or remediation required as a result of a virus or unwanted cyber intrusion. 1.4.2.6 Customer Responsibilities • Prior to contract start date, provide Motorola Solutions with pre-defined information necessary to complete Customer Support Plan ("CSF). • Submit timely changes in any information supplied in the CSP to the Customer Support Manager("CSM"). • Contact the CMSO Service Desk to engage the Remote Technical Support service when needed, providing the necessary information for proper entitlement services. This information includes, but is not limited to, the name of contact, name of Customer, system ID number, site(s) in question, and a brief description of the problem that contains pertinent information for initial issue classification. • Maintain suitably trained technical resources familiar with the operation of the Customer's system to provide field maintenance and technical maintenance services for the system. • Supply suitably skilled and trained on-site presence when requested. • Validate issue resolution in a timely manner prior to close of the incident. • Acknowledge that incidents will be addressed in accordance with the response times and priorities defined in Section 1.4.2.7: Remote Technical Support Priority Level Definitions and Section 1.4.2.8: Remote Technical Support Priority Level Response Goals. • Cooperate with Motorola Solutions, and perform all acts that are reasonable or necessary to enable Motorola Solutions to provide Remote Technical Support. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-12 January 2021 • In the event that Motorola Solutions agrees in writing to provide supplemental Remote Technical Support to third-party elements provided by the Customer, the Customer agrees to obtain all third-party consents or licenses required to enable Motorola Solutions to provide the service. 1.4.2.7 Remote Technical Support Priority Level Definitions The following priority level definitions will be used to determine the maximum response times of the incidents: Incident Definition Priority Critical Core: Core server failures. Core link failure. Sites/Subsites: Entire simulcast not wide trunking. >= 33% of sites/subsites down. AXS: - Cluster site-two or more redundant server loss. High Consoles: Console positions down (>=33%). Console site link down. Sites/Subsites: <33%of sites/subsites down. >= 33% of channels down. Conventional Channels: >= 50% of conventional channels(CCGW)down. AXS: Cluster site-one server down but redundancy available. Devices: - Site router/switch, GPS server down. Medium Consoles: - Console positions down(<33%at a site). Sites/Subsites: - < 33% of channels down. Conventional Channels: - Less than 50% of conventional channel down. Low Minor events and warnings in the system. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-13 January 2021 1.4.2.8 Remote Technical Support Priority Level Response Goals Response times are based on the following incident priority level definitions: ResponseIncident Priority Critical Motorola Solutions' CMSO will contact the Customer's technical representative within one hour of the request for support being logged in the issue management system. Continual effort will be maintained to restore the system or provide a workaround resolution. Response provided 24 x 7. High Motorola Solutions' CMSO will contact the Customer's technical representative within four hours of the request for support being logged in the issue management system. Continual effort will be maintained to restore the system or provide a workaround resolution. Response provided 24 x 7. Medium Motorola Solutions CMSO will contact the Customer's technical representative within one business day of the request for support being logged in the issue management system. Response provided Monday through Friday 8 a.m.to 5 p.m. local time, excluding U.S. Holidays. Low Motorola Solutions CMSO will contact the Customer's technical representative by the next business day after the request for support being logged in the issue management system. Response provided Monday through Friday 8 a.m.to 5 p.m. local time, excluding U.S. Holidays. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-14 January 2021 1.4.3 Network Hardware Repair with Advanced Replacement Motorola Solutions will provide hardware repair for Motorola Solutions and select third-party infrastructure equipment supplied by Motorola Solutions. A Motorola Solutions authorized repair depot manages and performs the repair of Motorola Solutions supplied equipment, and coordinates equipment repair logistics. 1.4.3.1 Description of Service Infrastructure components are repaired at Motorola Solutions-authorized Infrastructure Depot Operations ("IDO"). At Motorola Solutions' discretion, select third-party infrastructure may be sent to the original equipment manufacturer or third-party vendor for repair. Network Hardware Repair is also known as Infrastructure Repair. 1.4.3.2 Scope Repair authorizations are obtained by contacting the Centralized Managed Support Operations ("CMSO") organization Service Desk, which is available 24 hours a day, 7 days a week. Repair authorizations can also be obtained online by contacting the Customer Support Manager("CSM"). 1.4.3.3 Inclusions This service is available on Motorola Solutions-sold infrastructure components, including integrated third-party products. Motorola Solutions will make a commercially reasonable effort to repair Motorola Solutions manufactured infrastructure products after product cancellation. The post-cancellation support period of the product will be noted in the product's end-of-life ("EOL") notification. 1.4.3.4 Motorola Solutions Responsibilities • Provide the Customer access to the CMSO Service Desk, operational 24 hours a day and 7 days per week, to request repair service. • Provide repair return authorization numbers when requested by the Customer. • Receive malfunctioning infrastructure components from the Customer and document its arrival, repair, and return. • Conduct the following services for Motorola Solutions infrastructure: - Perform an operational check on infrastructure components to determine the nature of the problem. - Replace malfunctioning components. - Verify that Motorola Solutions infrastructure components are returned to applicable Motorola Solutions factory specifications. - Perform a box unit test on serviced infrastructure components. - Perform a system test on select infrastructure components. • Conduct the following services for select third-party infrastructure: - When applicable, perform pre-diagnostic and repair services to confirm infrastructure component malfunctions and prevent sending infrastructure components with No Trouble Found ("NTF")to third-party vendor for repair. - When applicable, ship malfunctioning infrastructure components to the original equipment manufacturer or third-party vendor for repair service. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-15 January 2021 - Track infrastructure components sent to the original equipment manufacturer or third- party vendor for service. - When applicable, perform a post-test after repair by Motorola Solutions, original equipment manufacturer, or third-party vendor to confirm malfunctioning infrastructure components have been repaired and function properly in a Motorola Solutions system configuration. • Reprogram repaired infrastructure components to original operating parameters based on software and firmware provided by the Customer, as required in Section 1.4.3.6. If the Customer's software version and configuration are not provided, shipping will be delayed. If the repair depot determines that infrastructure components are malfunctioning due to a software defect, the repair depot reserves the right to reload these components with a different but equivalent software version. • Properly package repaired infrastructure components. • Ship repaired infrastructure components to Customer-specified address during normal operating hours of Monday through Friday from 7:00 a.m. to 7:00 p.m. Central Standard Time ("CST"), excluding holidays. Infrastructure component will be sent using two-day air shipping unless the Customer requests otherwise. Motorola Solutions will pay for shipping unless the Customer requests shipments outside of the above mentioned standard business hours or carrier programs, such as next flight out ("NFO"). In such cases, the Customer will be responsible for paying shipping and handling charges. 1.4.3.5 Limitations and Exclusions Motorola Solutions may return infrastructure equipment that is no longer supported by Motorola Solutions, the original equipment manufacturer, or a third-party vendor without repairing or replacing it. The following items are excluded from this service: • All Motorola Solutions infrastructure components over the post-cancellation support period. • All third-party infrastructure components over the post-cancellation support period. • All broadband infrastructure components over the post-cancellation support period. • Physically damaged infrastructure components. • Third-party equipment not shipped by Motorola Solutions. • Consumable items including, but not limited to, batteries, connectors, cables, toner or ink cartridges, tower lighting, laptop computers, monitors, keyboards, and mouse. • Video retrieval from digital in-car video equipment. • RF infrastructure and backhaul components, including but not limited to, antennas, transmission lines, antenna dehydrators, microwave, line boosters, amplifiers (such as tower top amplifiers and bi-directional amplifiers), logging recorders, data talker wireless transmitters, short haul modems, combiners, multicouplers, duplexers, shelters, shelter HVAC, generators, UPS's, and test equipment. • Racks, furniture, and cabinets. • Non-standard configurations, customer-modified infrastructure, and certain third party infrastructure. • Firmware or software upgrades. 1.4.3.6 Customer Responsibilities • Contact or instruct servicer to contact the Motorola Solutions CMSO organization, and request a return authorization number prior to shipping malfunctioning infrastructure components. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-16 January 2021 • Provide model description, model number, serial number, type of system, software and firmware version, symptom of problem, and address of site location for spare infrastructure components. • Indicate if Motorola Solutions or third-party infrastructure components being sent in for service were subjected to physical damage or lightning damage. • Follow Motorola Solutions instructions regarding including or removing firmware and software applications on infrastructure components being sent in for service. • In the event that the Customer requires repair of equipment that is not contracted under this service at the time of request, the Customer acknowledges that charges may apply to cover shipping, labor, and parts. Motorola Solutions and the Customer will collaborate to agree on payment vehicle that most efficiently facilitates the work, commensurate with the level of urgency that is needed to complete the repair. • Properly package and ship the malfunctioning component, at the Customer's expense. The Customer is responsible for properly packaging the malfunctioning infrastructure component to ensure it is not damaged in-transit and arrives in repairable condition. — Clearly print the return authorization number on the outside of the packaging. • Maintain versions and configurations for software, applications, and firmware to be installed on repaired equipment. • Provide Motorola Solutions with proper software and firmware information to reprogram equipment after repair, unless current software has caused this malfunction. • Cooperate with Motorola Solutions and perform reasonable or necessary acts to enable Motorola Solutions to provide hardware repair services to the Customer. • At the Customer's cost, obtain all third-party consents or licenses required to enable Motorola Solutions to provide the service. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-17 January 2021 1.4.3.7 Repair Process Customer contaGs Motorola Customer sends the Solutions support or fills in a defect ve unit to Customer receives RepCustomer air Request on MyVew the unit Portal. Repair Departrnent. Greenfield Depot MyUew Portal is Greenfield submits to linked with Greenfield, Communicatbn Test Updated receive date Shipment status seating a Sales Des gn Inc.(CTDI) Date unit received is Greenfield. updated. Order. Repair Depot. added in the Depot int¢rfate that is linked with Greenfield. Start Repair Process and validate the parts supported. My Customer with No Service Contrail HP Canponents under In-house—10 BF Standard Werrenty—Onsite In-house Flat Rate OEM—30 BD Repair 1 week to visit depot, repair/unit—10 BD. Ready for shipment 1-2 days to repair the un t. Note 1 Billing and Finance Process is not included in the above process flow Note 2 Any Matenal'Support constraints might delay the repair handling process Figure 1-1: Repair Decision Process ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-18 January 2021 1.4.3.8 Advanced Replacement As an addition to Hardware Repair service, Advanced Replacement is a repair exchange service for Motorola Solutions and select third-party infrastructure components supplied by Motorola Solutions. When available, Motorola Solutions will provide the Customer with advanced replacement units or Field Replacement Units ("FRU") in exchange for the Customer's malfunctioning equipment. A Motorola Solutions-authorized repair depot will evaluate and repair malfunctioning equipment, and add that equipment to the depot's FRU inventory after completing repairs. Customers who prefer to maintain their own FRU inventory may request a "Loaner" FRU while their unit is being repaired. Refer to Figure 1-2 for details on the unit loan process. 1.4.3.8.1 Added Motorola Solutions Responsibilities for Advanced Replacement • Use commercially reasonable efforts to maintain FRU inventory on supported platforms. • Provide new or reconditioned FRU's to the Customer upon request, subject to availability. The FRU will be an equipment type and version similar to the Customer's malfunctioning component, and will contain equivalent boards and chips. • Load firmware and software for equipment that requires programming. The Customer's software version information must be provided for the replacement FRU to be programmed accordingly. If the Customer's software version and configuration are not provided, shipping will be delayed. • Package and ship FRU from the FRU inventory to Customer-specified address. - Motorola Solutions will ship FRU as soon as possible, depending on stock availability and requested configuration. FRU will be shipped during normal operating hours of Monday through Friday from 7:00 a.m. to 7:00 p.m. CST, excluding holidays. Motorola Solutions will pay for the shipping to the Customer, unless the Customer requests shipments outside of standard business hours or carrier programs, such as weekend or next flight out ("NFO") shipment. In such cases, the Customer will be responsible for paying shipping and handling charges. - When sending FRU to the Customer, provide a return air bill in order for the Customer to send the Customer's malfunctioning component. The Customer's malfunctioning component will become property of the Motorola Solutions repair depot or select third party replacing it, and the Customer will own the FRU. - For loaner equipment, Motorola Solutions will ship repaired infrastructure components to Customer-specified address during normal operating hours, Monday through Friday from 7:00 a.m. to 7:00 p.m. CST, excluding holidays. FRU will be sent using two-day air shipping unless the Customer requests otherwise. Motorola Solutions will pay for shipping unless the Customer requests shipments outside of the above mentioned standard business hours or carrier programs, such as NFO. In such cases, the Customer will be responsible for paying shipping and handling charges. - When sending a loaner FRU to the Customer, Motorola Solutions will pay for outbound shipping charges. Inbound shipping to Motorola Solutions for repair will be the Customer's responsibility. Motorola Solutions will repair and return the Customer's component, and provide a return air bill for the Customer to return the loaner FRU. Refer to Figure 1-2 for the loaner process, and Table 1-6 for shipping charge details. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-19 January 2021 • Provide repair return authorization ("RA") number upon Customer request to replace infrastructure components that are not classified as an advanced replacement or loaner FRU. • Provide a repair RA number so that returned components can be repaired and returned to FRU stock. • Receive malfunctioning components from the Customer, carry out repairs and testing, and return it to the FRU stock 1.4.3.8.2 Added Customer Responsibilities for Advanced Replacement • Pay for Advanced Replacement or Loaner FRU shipping from Motorola Solutions repair depot if the Customer requested shipping outside of standard business hours or carrier programs set forth in Section 1.4.3.8.1. See Table 1-6 for shipping charge details. • Properly package and ship the malfunctioning component using the pre-paid air-bill that arrived with the FRU. The Customer is responsible for properly packaging the malfunctioning infrastructure component to ensure that it is not damaged in transit and arrives in repairable condition. The Customer will be subject to a replacement fee for malfunctioning components returned improperly. • Within five business days of receipt of the advanced replacement FRU from Motorola Solutions' FRU inventory, properly package the Customer's malfunctioning FRU and ship the malfunctioning Infrastructure to Motorola Solutions' repair depot for evaluation and repair. The Customer must send the return air bill back to the repair depot in order to facilitate proper tracking of the returned infrastructure. The Customer will be subject to a full replacement fee for FRU's not returned within five business days. • At the Customer's expense and risk of loss, the Customer may send a malfunctioning Motorola Solutions or third-party infrastructure component for repairs before a replacement has been sent. In such cases, the malfunctioning component should be properly packaged and shipped to Motorola Solutions. • Clearly print the return authorization number on the outside of the packaging. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-20 January 2021 1.4.3.8.3 Replacement Process for Advanced Replacement Customer contacts Motorola Solutions Support Customer sends in Customer receives Customer or fills in an Advanced the defective unit. the unit. Request on MyVew Portal. MyV�¢w Portal is Greenfield submits to Greenfield linked M Greenfield i Updated receive date Shipment status cre�tng aSales Desgn Inc(CTDpI Greenfield updated Order Number. and Repair Depot. Receives request within 30 Dale unit received is minutes of Ticket Crsation. added in the Depot Secondary email sent as an interface that is knked additional reminder. with Greenfield. Begin Advanced DepotNote Billing and Finance Process is not inciuded in the above process flow Customers are billed post shipment Replacement Customer on Contract— Customer w th rro Sery ce Field Replacement Unit Contract—Pay full price. sent within 24 hours. Field Replacement Unit, sent within 24 hours Ready for shipment. Figure 1-2:Advanced Replacement or Loaner Decision Process ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-21 January 2021 Table 1-6: Shipping Charges and Default Mail Service: ResponsibilityService Advanced Replacement Charges Advanced Replacements(Normal Business Hours) Shipped FedEx Overnight or equivalent Loaner Shipping Outbound to Customer Motorola Solutions Loaner Repair and Return Shipping Outbound to Customer Advanced Replacements(Next Flight Out or Other) Exchanges or Loaners Shipped Outbound to Customer by Non-Motorola Carrier* Customer Loaner Repair Shipping Inbound to Motorola Solutions Loaner Installation Labor *Motorola Solutions shipping carrier—FedEx ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-23 January 2021 1.4.4 Remote Security Update Service To verify compatibility with the Customer's ASTRO 25 system, Motorola Solutions' Remote Security Update Service ("RSUS") provides pre-tested software security updates. In addition to testing the security updates, RSUS includes remote update installation. 1.4.4.1 Description of Service Motorola Solutions shall maintain a dedicated vetting lab for each supported ASTRO 25 release for the purpose of pre-testing security updates. In some cases, when appropriate, Motorola Solutions will make the updates available to outside vendors, allow them to test, and then incorporate those results into this offering. Depending on the specific ASTRO 25 release and customer options, these may include antivirus definition updates, Original Equipment Manufacturer ("OEM") vendor supported Windows Workstation and Server updates, Red Hat Linux ("RHEL") operating system patches, VMware ESXi hypervisor patches, Oracle database patches, PostgreSQL patches, and patches for other third-party Windows applications such as Adobe Acrobat and Flash. Motorola Solutions has no control over the schedule of releases. The schedule for update releases is determined by the OEMs, without consultation with Motorola Solutions. Antivirus definitions are released every week. Microsoft patches are released on a monthly basis. Motorola Solutions obtains and tests these updates as they are released. Other products have different schedules or are released "as-required." Motorola Solutions will obtain and test these updates on a quarterly basis. 1.4.4.2 Scope RSUS supports the currently shipping Motorola Solutions ASTRO 25 System Release, and aligns with established Software Support Policy ("SwSP"). Motorola Solutions reserves the right to adjust which releases are supported as business conditions dictate. Contact Motorola Solutions' assigned Customer Support Manager ("CSM") for the latest supported releases. Security Update Installation Motorola Solutions remotely pushes tested security updates. The timing and coordination with the Customer of each update depends on the updates themselves, as described in the following sections. Antivirus Signature Update Installation Motorola Solutions collects and tests updates weekly. Antivirus updates are non-intrusive, with no reboots or manual configuration changes required. Therefore, antivirus signature updates will be automatically implemented within a week, without coordination with the Customer. Microsoft Windows Security Update Installation Microsoft typically releases security updates every second Tuesday of the month (known as "Patch Tuesday"). Depending on Microsoft's schedule, security updates are sometimes released on other days, or there may be no security updates released during a month. Security updates for some third-party Windows software, including non-Motorola Solutions and non-Microsoft applications that run on Windows (such as Adobe Reader and Flash), are also released on Patch Tuesday. Motorola Solutions will acquire the most recent Windows ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-24 January 2021 and third-party Windows security updates available on each Patch Tuesday. Motorola Solutions may hold patches back if they are found to cause any feature, performance, or functionality problems. These patches will only be released when the issues are fully resolved. It is important to note that after security updates are installed, Microsoft often requires the patched computer to be rebooted before the security updates take full effect and vulnerabilities are mitigated. The clients include dispatch consoles and there is no way for Motorola to know when it is safe to reboot. The customer must reboot at a time chosen by them so as to not impact operations. Once the security updates are vetted, Motorola Solutions will start implementing the updates without Customer coordination or notification. Once complete, Motorola Solutions will send an email requesting that the clients be rebooted. When preparing for the next month's push of security updates, Motorola Solutions will first scan to ensure that the previous updates were implemented and check if any computer has not been rebooted. Motorola Solutions will send an email requesting that the remaining computers be rebooted before implementing new updates. Microsoft Windows Security Updates Outside ASTRO 25 Firewalls The following elements are outside the ASTRO 25 radio network firewalls: Key Management Facility ("KMF"), Text Messaging Service, and Advanced Messaging Service,and MCC 7100 consoles. Connections to other networks, referred to as the Customer Enterprise Network ("CEN") must be delineated by firewalls. The KMF, Text Messaging Service, and Advanced Messaging Service are all outside ASTRO 25 Radio Network, so sending updates to them requires opening the firewall. The default for RSUS is that these functions are included. The MCC 7100 console may be directly on the radio network or in the CEN. Any MCC 7100 on the radio network would simply be included in RSUS as normal. If the MCC 7100 is located in the CEN and connected through a VPN to a firewall at a dispatch location, the default for RSUS is to not update these consoles. For these elements, the Customer can choose to include them in RSUS, or include them in the Customer's IT security patch procedures. Customer and CSM will document the preferred approach in the CSP. If the Customer requires inclusion for the CEN based MCC 7100 consoles, then they must contact the CSM and make a formal request. The Customer must also consent to allow Motorola Solutions to open the firewall to access the CEN to provide updates. Quarterly Security Update Installation Quarterly patch updates are provided for RHEL operating systems and VMWare ESXi hypervisor(virtualization). They are tested and released on a calendar quarterly basis, at the end of March, June, September, and December. Motorola Solutions will schedule installation of the updates with the Customer in the first weeks of the following quarter. For each quarterly patch, Motorola Solutions will send the Customer an Impact TimeLine ("ITL") with details on the updates and schedule. These updates are intrusive and require Customer coordination. Examples of how they affect the customer include reboots to implement the patches and rolling of the zone controllers (switching from one zone controller to the other). Systems with redundant zone ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-25 January 2021 controllers (1-2, M2, M3) have low downtime (minutes) as the zone controllers are rolled, but systems with single zone controllers (1-1, M1)will be down for longer periods. During these times, the system will be in "Site trunking" mode. Quarterly update installation will be carried out during standard business hours, or 8 a.m. to 5 p.m. Central Standard Time ("CST'). Customers requesting that downtime be during non- standard hours must submit an official request through their CSM. The ITL will display work being done during standard hours, such as prep work or downloading patches to memory. Reboots or zone controller rollover will be initiated when requested. Additional remote work will proceed the next day during standard hours. Connectivity To accommodate remote installation of security updates, a reliable connection is required from Motorola Solutions to the Customer ASTRO 25 network. RSUS will use the same connection established for Network Event Monitoring. 1.4.4.3 Inclusions RSUS is available for any L, M, or Simplified Core system in a supported release. • Antivirus updates -Antivirus updates are released weekly. The target release for these updates is by close of business each Tuesday. While the release often occurs early, this is the time and date committed to by vetting. • Windows - Updates are downloaded on Microsoft Patch Tuesday(second Tuesday of the month). Updates are incorporated, tested, and vetted, with the release targeted for the last day of the month. • Windows Third-Party updates -for Adobe Reader and Adobe Flash follow the Windows patching schedule. • RHEL - Security updates are downloaded the last week of the first month of the quarter. Updates include any updates that are available at that time. Motorola Solutions prepares, tests, and vets RHEL updates, and targets to release them by the last day of the quarter. • VMware - Security updates are downloaded the last week of the first month of the quarter for ESXi. These updates are downloaded from HP directly. Motorola Solutions then prepare, test and vet the ESXi updates and target to release the updates by the last day of the quarter. • PostgreSQL - Security updates are downloaded the last week of the first month of the quarter. The updates that are available at that time are used. Updates are prepared, tested, and vetted. The PostgreSQL update target release is by the last day of the quarter. This applies to PostgreSQL 7.14 and later major releases. • McAfee Patch Updates - Security patches are downloaded from McAfee the last week of the first month of the quarter. Whatever updates that are available at that time are used. The updates are then prepared, tested, and vetted. The McAfee update target release is by the last day of the quarter. • DOT HILL DAS Firmware disk - Security patches are downloaded from DOT HILL the last week of the first month of the quarter. Whatever updates that are available at that time are used. The updates are then prepared, tested, and vetted, with a release targeted for the last day of the quarter. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-26 January 2021 1.4.4.4 Motorola Solutions Responsibilities • Obtain relevant third-party security updates as made available and supported from the OEMs. This includes antivirus definitions, OEM vendor available and supported operating systems patches, VMWare patches, database patches, and selected other third-party patches covered by RSUS. Motorola Solutions does not control when these updates are released, but current release schedules are listed for reference: - McAfee Antivirus definitions-Weekly. - Microsoft PC and Server OS patches-Monthly. - RHEL OS and VMware ESXi hypervisor patches-Quarterly. - Other third-party patches-Quarterly. • Evaluate the impact each update has on the system. • Test updates to verify whether they degrade or compromise system functionality on a dedicated ASTRO 25 test system with standard supported configurations. • Address any issues identified during testing by working with Motorola Solutions-selected commercial supplier and Motorola Solutions' product development engineering team. If a solution for the identified issues cannot be found, the patch will not be installed. ASTRO 25 Product Engineering will continue to work with vendor to resolve. • Pre-test Security Technical Implementation Guide ("STIG") recommended remediation when applicable. • In the event that no updates are released by the OEM's during the usual time period, Motorola Solutions will send a notice that no new patches were sent. • When Windows security updates are vetted, Motorola Solutions will start pushing the updates to the Customer without Customer coordination or notification. • After the updates have been sent, send an email requesting that the clients be rebooted for security updates to take full effect and mitigate vulnerabilities. • Maintain a supported SUS ASTRO 25 release matrix that will be kept on the extranet site for reference. 1.4.4.5 Limitations and Exclusion Remote SUS is not available for K cores. Systems that have non-standard configurations that have not been certified by Motorola Systems Integration and Testing ("SIT") are specifically excluded from this Service unless otherwise agreed in writing by Motorola Solutions. Service does not include pre-tested intrusion detection system ("IDS") signature updates for IDS solutions as part of RSUS. However, Motorola Solutions will make vendor updates available via the secure SUS website. Customer is responsible for all IDS licensing. Certain consoles, MOTOBRIDGE, MARVLIS, InfoVista, AVL, Genesis, WAVE, and Radio Site Security products are excluded. Motorola Solutions will determine, in its sole discretion, the third party software that is supported as a part of this offering. Motorola Solutions Technical Notifications ("MTN") are not part of this service. In some instances, these fixes must be completed to allow the latest security patches. If it is possible for the specific required MTN to be installed remotely, then Motorola Solutions will include it as part of RSUS. Otherwise, Motorola Solutions will communicate this to the Customer as patches that cannot be delivered. It will be u P p to the Customer and their CSM to determine how to install MTNs. Once the MTN is in place on the system, RSUS will then install the affected patches. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-27 January 2021 The Customer should coordinate any maintenance or other updates, such as MTNs, with Motorola Solutions to ensure minimal downtime and redundant efforts. Disclaimer: Motorola Solutions disclaims any and all warranties with respect to pre-tested antivirus definitions, database security updates, hypervisor patches, operating system software patches, intrusion detection sensor signature files, or other third-party files, express or implied. Further, Motorola Solutions disclaims any warranty concerning the non-Motorola Solutions software and does not guarantee that the Customer's system will be error-free or immune to security breaches as a result of these services. 1.4.4.6 Customer Responsibilities • Prior to contract start date, provide Motorola Solutions with pre-defined information necessary to complete a Customer Support Plan ("CSP"). • Submit timely changes in any information supplied in the CSP to the CSM. • Upgrade system to a supported system release as necessary to continue service. • Refrain from making uncertified changes of any type to the system. • Adhere closely to the Centralized Managed Support Operations ("CMSO") organization troubleshooting guidelines provided upon system acquisition. Failure to do so may cause the Customer and Motorola Solutions unnecessary or overly burdensome remediation efforts. In such case, Motorola Solutions reserves the right to charge an additional service fee for the remediation effort. • Comply with the terms of the applicable license agreement between the Customer and the non-Motorola Solutions software copyright owner. • Reboot all updated Windows clients before the next set of updates is sent. • Understand the operational impacts of quarterly updates, which are intrusive and require coordination, and coordinate update actions with users. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-28 January 2021 1.4.5 On-site Infrastructure Response Motorola Solutions' On-site Infrastructure Response service provides incident management and escalation for on-site technical service requests. The service is delivered by Motorola Solutions' Centralized Managed Support Operations ("CMSO") organization in cooperation with a local service provider. On-site Infrastructure Response may also be referred to as On-site Support. 1.4.5.1 Description of Service The Motorola Solutions CMSO Service Desk will receive the Customer's request for on-site service. The CMSO Dispatch Operations team is responsible for opening incidents, dispatching on- site resources, monitoring issue resolution, and escalating as needed to ensure strict compliance to committed response times. The dispatched field service technician will travel to the Customer's location to restore the system based on priority levels defined in the Section 1.4.5.6: On-site Infrastructure Response Priority Level Definitions and response times defined in Section 1.4.5.7: On-site Infrastructure Response Priority Level Response Time Goals. Motorola Solutions will manage incidents as described in this SOW. The CMSO Service Desk will maintain contact with the field service technician until incident closure. 1.4.5.2 Scope On-site Infrastructure Response is available 24 hours a day, 7 days a week in accordance with Section 1.4.5.6: On-site Infrastructure Response Priority Level Definitions and Section 1.4.5.7: On-site Infrastructure Response Priority Level Response Time Goals. 1.4.5.3 Inclusions On-site Infrastructure Response is provided for Motorola Solutions-sold infrastructure. 1.4.5.4 Motorola Solutions Responsibilities • Receive service requests. • Create an incident when service requests are received. Gather information to characterize the issue, determine a plan of action, and assign and track the incident to resolution. • Dispatch a field service technician, as required by Motorola Solutions' standard procedures, and provide necessary incident information. • Provide the required personnel access to relevant Customer information, as needed. • Motorola Solutions field service technician will perform the following on-site: - Run diagnostics on the infrastructure component. - Replace defective infrastructure component, as supplied by the Customer. - Provide materials, tools, documentation, physical planning manuals, diagnostic and test equipment, and any other material required to perform the maintenance service. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-29 January 2021 - If a third-party vendor is needed to restore the system, the vendor can be accompanied onto the Customer's premises. - If required by the Customer's repair verification in the Customer Support Plan ("CSP"), verify with the Customer that restoration is complete or system is functional. If verification by the Customer cannot be completed within 20 minutes of restoration, the incident will be closed and the field service technician will be released. - Escalate the incident to the appropriate party upon expiration of a response time. • Close the incident upon receiving notification from the Customer or Motorola Solutions field service technician, indicating the incident is resolved. • Notify the Customer of incident status, as defined in the CSP and Service Configuration Portal ("SCP"): - Open and closed. - Open, assigned to the Motorola Solutions field service technician, arrival of the field service technician on-site, delayed, or closed. • Provide incident activity reports to the Customer, if requested. 1.4.5.5 Customer Responsibilities • Contact Motorola Solutions, as necessary, to request service. • Prior to start date, provide Motorola Solutions with the following pre-defined Customer information and preferences necessary to complete CSP: - Incident notification preferences and procedure. - Repair verification preference and procedure. - Database and escalation procedure forms. • Submit timely changes in any information supplied in the CSP to the Customer Support Manager("CSM"). • Provide the following information when initiating a service request: - Assigned system ID number. - Problem description and site location. - Other pertinent information requested by Motorola Solutions to open an incident. • Provide field service technician with access to equipment. • Supply infrastructure spare or FRU, as applicable, in order for Motorola Solutions to restore the system. • Maintain and store software needed to restore the system in an easily accessible location. • Maintain and store proper system backups in an easily accessible location. • If required by repair verification preference provided by the Customer, verify with the CMSO Service Desk and dispatch that restoration is complete or system is functional. • Cooperate with Motorola Solutions and perform reasonable or necessary acts to enable Motorola Solutions to provide these services. • In the event that Motorola Solutions agrees in writing to provide supplemental On-site Infrastructure Response to Customer-provided third-party elements, the Customer agrees to obtain and provide applicable third-party consents or licenses to enable Motorola Solutions to provide the service. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-30 January 2021 1.4.5.6 On-site Infrastructure Response Priority Level Definitions The following priority level definitions will be used to determine the maximum response times: DefinitionIncident Priority Critical Core: Core server failures. Core link failure. Sites/Subsites: Entire simulcast not wide trunking. >= 33%of sites/subsites down. AXS: - Cluster site -two or more redundant server loss. High Consoles: Console positions down (>=33%). Console site link down. Sites/Subsites: <33%of sites/subsites down. >= 33% of channels down. Conventional Channels: >= 50% of conventional channels(CCGW)down. AXS: Cluster site -one server down but redundancy available. Devices: - Site router/switch, GPS server down. Medium Consoles: - Console positions down (<33%at a site) Sites/Subsites: - <33% of channels down Conventional Channels: - Less than 50% of conventional channel down Low Minor events and warnings in the system ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-31 January 2021 1.4.5.7 On-site Infrastructure Response Priority Level Response Time Goals Customer's Response Time Classification is designated in the Customer Support Plan. ResponseIncident Priority Standard Level Critical Within 4 hours from receipt of notification continuously High Within 4 hours from receipt of notification continuously Medium Within 8 hours from receipt of notification Standard Business Day, Hours(8 a.m. -5 p.m. local time) Low Within 12 hours from receipt of notification Standard Business Day, Hours (8 a.m. -5 p.m. local time) ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-32 January 2021 1.4.6 Annual Preventive Maintenance Motorola Solutions personnel will perform a series of maintenance tasks to keep network equipment functioning correctly. 1.4.6.1 Description of Service Annual Preventative Maintenance provides annual operational tests on the Customer's infrastructure equipment to monitor its conformance to specifications. 1.4.6.2 Scope Annual Preventive Maintenance will be performed during standard business hours, unless otherwise agreed to in writing. After the service starts, if the system or Customer requirements dictate that the service must occur outside of standard business hours, an additional quotation will be provided. The Customer is responsible for any charges associated with unusual access requirements or expenses. 1.4.6.3 Inclusions Annual Preventive Maintenance service will be delivered for Motorola Solutions-sold infrastructure, including integrated third-party products, per the level of service defined in Section 1.4.6.7: Preventive Maintenance Tasks. 1.4.6.4 Motorola Solutions Responsibilities • Notify the Customer of any planned system downtime needed to perform this service. • Maintain communication with the Customer as needed until completion of the Annual Preventive Maintenance. • Determine, in its sole discretion, when an incident requires more than the Annual Preventive Maintenance services described in this SOW, and notify the Customer of an alternative course of action. • Provide the Customer with a report in MyView Portal, or as otherwise agreed in the Customer Support Plan ("CSP"), comparing system performance with expected parameters, along with any recommended actions. Time allotment for report completion is to be mutually agreed. • Provide trained and qualified personnel with proper security clearance required to complete Annual Preventive Maintenance services. • Field service technician will perform the following on-site: - Perform the tasks defined in Section 1.4.6.7: Preventive Maintenance Tasks. - Perform the procedures defined in Section Error! Reference source not found.: Error! Reference source not found. for each site type on the system. - Provide diagnostic and test equipment necessary to perform the Preventive Maintenance service. - As applicable, use the Method of Procedure ("MOP") defined for each task. 1.4.6.5 Limitations and Exclusions The following activities are outside the scope of the Annual Preventive Maintenance service. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-33 January 2021 • Preventive maintenance for third-party equipment not sold by Motorola Solutions as part of the original system. • Network transport link performance verification. • Verification or assessment of Information Assurance. • Any maintenance and/or remediation required as a result of a virus or unwanted cyber intrusion. • Tower climbs, tower mapping analysis, or tower structure analysis. 1.4.6.6 Customer Responsibilities • Provide preferred schedule for Annual Preventative Maintenance to Motorola Solutions. • Authorize and acknowledge any scheduled system downtime. • Maintain periodic backup of databases, software applications, and firmware. • Establish and maintain a suitable environment(heat, light, and power)for the equipment location as described in equipment specifications, and provide Motorola Solutions full, free, and safe access to the equipment so that Motorola Solutions may provide services. All sites shall be accessible by standard service vehicles. • Submit timely changes in any information supplied in the CSP to the Customer Support Manager("CSM"). • Provide site escorts, if required, in a timely manner. • Provide Motorola Solutions with requirements necessary for access to secure facilities. • In the event that Motorola Solutions agrees in writing to provide supplemental Annual Preventive Maintenance to third-party elements provided by Customer, the Customer agrees to obtain any third-party consents or licenses required to enable Motorola Solutions field service technician to access the sites to provide the service. 1.4.6.7 Preventive Maintenance Tasks The Preventive Maintenance service includes the tasks listed in this section. DISPATCH SITE CHECKLIST General Inspect all Cables Inspect all cables and connections to external interfaces are secure. Mouse and Verify operation of mouse and keyboard. Keyboard Configuration File Verify each operator position has access to required configuration files. Console Operator Verify console operator position time is consistent across all operator Position Time positions. Screensaver Verify screensaver set as Customer prefers. Screen Verify screen operational and is not suffering from dead pixels or image burn- Performance in that prevent user operation. Touchscreen Verify touchscreen operation, if present. Cabling/Lights/Fa Visual inspection of all equipment cabling, lights, and fans ns ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-34 January 2021 DISPATCH SITE CHECKLIST Filters/Fans/Dust Clean all equipment filters and fans and remove dust. Monitor and Hard Confirm monitor and hard drive do not"sleep". Drive DVD/CD Verify and clean DVD or CD drive. Time Verify console time is synchronized with NTP server Synchronization Anti-Virus Verify anti-virus is enabled and that definition files have been updated within two weeks of current date. Headset Unplugged Testing Speakers Test all speakers for audio quality, volume, static, drop-outs, and excess hiss when turned up. Channel Audio in Verify selected channel audio in select speaker only. Speaker Footswitch Pedals Verify both footswitch pedals operational. Radio On-Air Light Verify radio on-air light comes on with TX(if applicable). Headset Plugged In Testing Radio TX and RX Verify radio TX/RX from both headset jacks. Verify levels OK. Check volume controls for noise, static, or drop-outs. Speaker Mute Verify speaker mutes when muted. Telephone Verify telephone operational through both headset jacks. Check volume Operation controls for noise, static, or drop-outs. Audio Switches Verify audio switches to speaker when phone off-hook if interfaced to phones. Radio Takeover in Verify radio-takeover in headset mic when phone is off-hook,with mic Headset switching to radio and muting phone during push-to-talk. Other Tests Phone Status Verify phone status light comes on when phone is off-hook(if applicable). Light Desk Microphone Confirm desk mic operation (if applicable). Operation Radio Instant Verify radio IRR operational on Motorola Solutions dispatch (if applicable). Recall Recorder ("IRR") Operation Telephone IRR Verify telephone IRR operational on Motorola Solutions dispatch, if on radio Operation computer. Recording Verify operator position being recorded on long term logging recorder, if included in service agreement Computer Performance Testing Computer Reboot Reboot operator position computer. Computer Confirm client computer is fully operational(if applicable). Operational Audio Testing Conventional Confirm all conventional resources are functional, with adequate audio levels Resources and quality. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-35 January 2021 DISPATCH SITE CHECKLIST Secure Mode Confirm any secure talkgroups are operational in secure mode. Trunked Confirm all trunked resources on screen are functioning by placing a call in Resources both directions, at the Customer's discretion, and at a single operator position Backup Confirm backup resources are operational. Resources Logging Equipment Tests Recording-AIS Verify audio logging of trunked calls. Test Recording With Customer assistance, test operator position logging on recorder. System Alarms Review alarm system on all logging equipment for errors. Capture Perform recommended diagnostic tests based on equipment, and capture Diagnostics available diagnostic logs. Verify System Perform audit of software media on site. Verify that versions, KC numbers, software Physical and types match what is deployed to Customer server. media Playback Station (Motorola Solutions Provided) Capture Perform recommended diagnostic tests based on equipment, and capture Diagnostics available diagnostic logs. Recall Audio Verify that radio and telephone audio can be recalled. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-36 January 2021 1.4.7 Network Updates 1.4.7.1 Description of Service The ASTRO 25 Network Updates service periodically provides updates to system software, with associated implementation services and hardware changes, to keep the overall ASTRO 25 system in a supportable state for maintenance, repair, overall network health, and security. 1.4.7.2 Scope As system releases become available, Motorola Solutions agrees to provide the Customer with the software updates and implementation services necessary to maintain the ASTRO 25 system. If needed to perform the software updates, Motorola Solutions will provide updated and/or replacement hardware for covered components. System release updates, when executed, will provide an equivalent level of functionality as that originally purchased and deployed by the Customer. At Motorola Solutions' option, new system releases may introduce new features or enhancements that Motorola Solutions may offer for purchase. These new features, available separately for purchase, are not part of the Network Update service. As system releases become available, Motorola Solutions agrees to provide the Customer with the software, hardware, and implementation services required to execute up to one system infrastructure upgrade in each eligible update window over the term of this agreement. The term of the Network Updates service is listed in Table 1-7. The eligible update windows, and their duration, are illustrated in Error! Reference source not found.. Table 1-7: Network Updates Term Duration: 6 Year(s) To be eligible for recurring ASTRO 25 Network Updates, the ASTRO 25 system must be in the Standard Support Period as defined in Motorola Solutions' Software Support Policy "S( wSP"). The methodology for executing each Network Update is described in Section 1.4.7.4: Update Planning and Preparation through Section 1.4.7.7: Update Completion. ASTRO 25 Network Updates pricing is based on the system configuration outlined in Section 1.4.7.11: System Pricing Configuration. This configuration is to be reviewed annually from the contract effective date. Any change in system configuration may require an ASTRO 25 Network Updates price adjustment. The price quoted for Network Updates requires the Customer to choose a certified system update path from the system release update chart referenced in Section 1.4.7.10: ASTRO 25 System Release Update Paths. Should the Customer elect an update path other than one listed in Section 1.4.7.10: ASTRO 25 System Release Update Paths, the Customer agrees that additional fees may be incurred to complete the implementation of the system update. In this case, Motorola Solutions agrees to provide a price quotation for any additional materials and services necessary. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-37 January 2021 1.4.7.3 Inclusions ASTRO 25 Network Updates entitles the Customer to eligible past software versions for the purpose of downgrading product software to a compatible release version. Past versions from within the Standard Support Period will be available. ASTRO 25 Network Updates makes available the subscriber radio software releases that are shipping from the factory during the Network Updates coverage period. The Network Updates service covers ASTRO 25 certified software releases for the following products: • Servers. • Workstations. • Firewalls. • Routers. • LAN switches. • MCC 7100 Dispatch Consoles. • MCC 7500 Dispatch Consoles. • MCC 7500E Dispatch Consoles. • GTR 8000 Base Stations. • GCP 8000 Site Controllers. • DSC 8000 Site Controllers. • GCM 8000 Comparators. • Motorola Solutions logging interface equipment. • PBX switches for telephone interconnect. • NICE IP Voice Logger with INFORM The following hardware components, if originally provided by Motorola Solutions, are eligible for full product replacement when necessary to support the system release update: • Firewalls. • Servers. • Workstations. • CommandCentral AXS Hub. • Routers. • LAN switches. • PBX switches for telephone interconnect. The following hardware components, if originally provided by Motorola Solutions, are eligible for board-level replacement when necessary to support the system release update. A "board-level replacement" is defined as any Field Replaceable Unit ("FRU") for the products listed below: • GTR 8000 Base Stations. • GCP 8000 Site Controllers. • GCM 8000 Comparators. • MCC 7500 Dispatch Console Voice Processing Module. The ASTRO 25 Network Updates does not cover all products. Refer to Section 1.4.7.8: Limitations and Exclusions for exclusions and limitations. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-38 January 2021 The ASTRO 25 Network Updates applies only to system release updates within the ASTRO 25 7.x platform. 1.4.7.4 Update Planning and Preparation All items listed in this section are to be completed at least 6 months prior to a scheduled update. 1.4.7.4.1 Motorola Solutions Responsibilities • Obtain and review infrastructure system audit data as needed. • If applicable, identify additional system hardware needed to implement a system release, and determine if the Customer has added hardware that is not covered under this agreement. • Identify the equipment requirements and the installation plan. • Advise the Customer of probable impact to system users during the actual field update implementation. • If applicable, advise the Customer on the network connection specifications necessary to perform the system update. • Assign program management support required to perform the certified system update. Prepare an overall project schedule identifying key tasks and personnel resource required from Motorola Solutions and Customer for each task and phase of the update. Conduct a review of this schedule and obtain mutual agreement of same. • Assign installation and engineering labor required to perform the certified system update. • Deliver release impact and change management training to the primary zone core owners, outlining the changes to their system as a result of the update path elected. This training needs to be completed at least 12 weeks prior to the scheduled update. This training will not be provided separately for user agencies who reside on a zone core owned by another entity. Unless specifically stated in this document, Motorola Solutions will provide this training only once per system. 1.4.7.4.2 Customer Responsibilities • Contact Motorola Solutions to schedule and engage the appropriate Motorola Solutions resources for a system release update and provide necessary information requested by Motorola Solutions to execute the update. Review update schedule and reach mutual agreement of same. • If applicable, provide network connectivity at the zone core site(s)for Motorola Solutions to use to download and pre-position the software that is to be installed at the zone core site(s) and pushed to remote sites from there. Motorola Solutions will provide the network connection specifications, as listed in Section 1.4.7.4.1: Motorola Solutions Responsibilities. Network connectivity must be provided at least 12 weeks prior to the scheduled update. In the event access to a network connection is unavailable, the Customer may be billed additional costs to execute the system release update. • Assist in site walks of the system during the system audit when necessary. • Provide a list of any FRUs and/or spare hardware to be included in the system release update when applicable. Upon reasonable request by Motorola Solutions, Customer will provide a complete serial and model number list of the equipment. The inventory count of Customer FRUs and/or spare hardware to be included as of the start of the Network Updates service is included in Section 1.4.7.11: System Pricing Configuration. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-39 January 2021 • Acknowledge that new and optional system release features or system expansions, and their required implementation labor, are not within the scope of the Network Updates service. The Customer may purchase these under a separate agreement. • Participate in release impact training at least 12 weeks prior to the scheduled update. This applies only to primary zone core owners. It is the zone core owner's responsibility to contact and include any user agencies that need to be trained, or to act as a training agency for those users not included. 1.4.7.5 System Readiness Checkpoint All items listed in this section must be completed at least 30 days prior to a scheduled update. 1.4.7.5.1 Motorola Solutions Responsibilities • Perform appropriate system backups. • Work with the Customer to validate that all system maintenance is current. • Work with the Customer to validate that all available security patches and antivirus updates have been updated on the Customer's system. 1.4.7.5.2 Customer Responsibilities • Validate that system maintenance is current. • Validate that all available security patches and antivirus updates to the Customer's system have been completed. 1.4.7.6 System Update 1.4.7.6.1 Motorola Solutions Responsibilities • Perform system infrastructure update for the system elements outlined in this Statement of Work ("SOW"). 1.4.7.6.2 Customer Responsibilities • Inform system users of software update plans and scheduled system downtime. • Cooperate with Motorola Solutions and perform all acts that are reasonable or necessary to enable Motorola Solutions to provide software update services. 1.4.7.7 Update Completion 1.4.7.7.1 Motorola Solutions Responsibilities • Validate all certified system update deliverables are complete as contractually required. 1.4.7.7.2 Customer Responsibilities • Cooperate with Motorola Solutions in efforts to complete any post update punch list items as needed. ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-40 January 2021 1.4.7.8 Limitations and Exclusions The Customer and Motorola Solutions agree that systems that have non-standard configurations that have not been certified by Motorola Solutions Systems Integration Testing are specifically excluded from the ASTRO 25 Network Updates service unless otherwise agreed in writing by Motorola Solutions and included in this SOW. Customer acknowledges that if the system has a Special Product Feature, that it may be overwritten by the software update. Restoration of that feature is not included in the coverage of this SOW. The parties acknowledge and agree that the ASTRO 25 Network Updates does not cover the following products: • MCC5500 Dispatch Consoles. • MIP5000 Dispatch Consoles. • E911 systems. • MOTOBRIDGE solutions. • ARC 4000 systems. • Motorola Solutions Public Sector Applications Software ("PSA"). • Custom software, Computer-aided Dispatch ("CAD"), Records Management Software. • Data radio devices. • Mobile computing devices such as laptops. • Non-Motorola Solutions two-way radio subscriber products. • Genesis products. • Point-to-point products, such as MPLS equipment, microwave terminals, and associated multiplex equipment. • NICE Analog Logging Hardware ASTRO 25 Network Updates does not cover any hardware or software supplied to the Customer when purchased directly from a third party, unless specifically included in this SOW. ASTRO 25 Network Updates service does not include repair or replacement of hardware or software that is due to defects that are not corrected by the system release, nor does it include repair or replacement of hardware defects resulting from any nonstandard, improper use or conditions; or from unauthorized installation of software; or excessive wear and tear; or accidental damage, power surges, neglect, acts of God or other force majeure events. Updates for equipment add-ons or expansions during the term of this ASTRO 25 Network Updates service are not included in the coverage of this SOW unless otherwise agreed to in writing by Motorola Solutions. Items that are consumed in the normal operation of the hardware are excluded, such as accessories. The Network Updates service excludes repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola Solutions has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or worldwide web, or for hardware malfunction caused by the transmission medium. Any updates to hardware versions and/or replacement hardware required to support new features or those not specifically required to maintain existing functionality are not included. Platform migrations are the replacement of a product with the next generation of that ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-41 January 2021 product. Unless otherwise stated, platform migrations such as, but not limited to, stations, comparators, site controllers, consoles, backhaul, and network changes are not included. New subscriber radio options and features not previously purchased by the Customer are excluded from ASTRO 25 Network Updates coverage. Additionally, subscriber software installation and reprogramming are excluded from the ASTRO 25 Network Updates coverage. Any implementation services that are not directly required to support the certified system update are not included. Unless otherwise stated, implementation services necessary to provide system expansions, platform migrations, and/or new features or functionality that are implemented concurrently with the certified system update are not included. 1.4.7.9 Special Provisions Any Motorola Solutions software, including any system releases, is licensed to Customer solely in accordance with the applicable Motorola Solutions Software License Agreement. Any non-Motorola Solutions Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner unless the copyright owner has granted to Motorola Solutions the right to sublicense the Non-Motorola Solutions 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 Solutions makes no representations or warranties of any kind regarding non-Motorola Solutions Software. Non-Motorola Solutions Software may include Open Source Software. ASTRO 25 Network Updates coverage and the parties' responsibilities described in this SOW will automatically terminate if Motorola Solutions no longer supports the ASTRO 25 7.x software version in the Customer's system or discontinues the ASTRO 25 Network Updates program. In either case, Motorola Solutions will refund to Customer any prepaid fees for ASTRO 25 Network Updates services applicable to the terminated period. If the Customer cancels a scheduled update within less than 12 weeks of the scheduled on site date, Motorola Solutions reserves the right to charge the Customer a cancellation fee equivalent to the cost of the pre-planning efforts completed by the Motorola Solutions Upgrade Operations Team. The Network Updates annualized price is based on the fulfillment of the system release update in each eligible update window. If the Customer terminates, except if Motorola Solutions is the defaulting party, the Customer will be required to pay for the balance of payments owed in that eligible update window if a system release update has been taken prior to the point of termination. 1.4.7.10 ASTRO 25 System Release Update Paths The update paths for standard ASTRO 25 system releases are listed in Table 1-8. Table 1-8: Certified Standard ASTRO 25 System Release Update Paths ASTRO 25 System Release Certified Upgrade Pre-7.16 Upgrade to Current Shipping Release 7.16 7.18 ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-42 January 2021 ASTRO 25 System Release Certified Upgrade 7.17.X* A2019.2;A2020.1 7.18 A2021.1 A2019.2 A2021.2 A2020.1 A2021.2 The update paths for high security ASTRO 25 system releases for federal deployments are described in Table 1-9. Table 1-9: Certified High Security ASTRO 25 System Release Update Paths ASTRO 25 High Security System Release Certified Upgrad e Paths 7.17.X* A2020.HS A2020.H S A2022.H S * Includes planned incremental releases. The release taxonomy for the ASTRO 25 7.x platform is expressed in the form "ASTRO 25 7.x release 20YY.Z". In this taxonomy, YY represents the year of the release, and Z represents the release count for that release year. A20XX.HS enhances the ASTRO 25 System release with support for Public key infrastructure ("PKI") Common Access Card/Personal Identity Verification (CAC/PIV)and with Cyber Security Baseline Assurance. • The most current system release update paths can be found in the most recent SMA bulletin. • The information contained herein is provided for information purposes only and is intended only to outline Motorola Solutions' presently anticipated general technology direction. The information in the roadmap is not a commitment or an obligation to deliver any product, product feature or software functionality and Motorola Solutions reserves the right to make changes to the content and timing of any product, product feature, or software release. 1.4.7.11 System Pricing Configuration This configuration is to be reviewed annually from the contract effective date. Any change in system configuration may require an ASTRO 25 Network Updates price adjustment. Table 1-10: System Configuration Master Site Configuration #of Master Sites 0 #of DSR Sites 0 System Level Features ISSI 8000/CSSI 8000 -Total#of Servers(2 if redundant and/or DSR) 0 MOSCAD NFM RTU (typically 1 per site location) 0 MOSCAD NFM/SDM Clients 0 Network Management Clients 0 ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-43 January 2021 Master Site Configuration Unified Network Services(UNS) 1 ex: POP25, Presence Notifier, Text Messaging, Outdoor Location, KMF/OTAR Telephone Interconnect 0 InfoVista -Transport Network Performance Service (One per system) 0 Security Configuration Firewalls 1 Intrusion Detection Sensor(IDS) 0 Centralized Event Logging (Sys Log) 0 Zone Core Protection (ZCP) 0 Radio Authentication 0 RF Site Configuration (Not Applicable) #of RF Sites 0 Simulcast Prime Sites(including co-located/redundant) 0 RF Sites(includes Simulcast sub-sites, ASR sites, HPD sites) 0 GTR 8000 Base Stations 0 HPD Base Stations 0 QUANTAR Base Stations 0 STR 3000 Base Stations 0 SmartX Site Converters 0 Dispatch Site Configuration #of Dispatch Sites 2 Gold Elite Consoles N/A MCC7500 Dispatch Consoles 18 MCC7100 Dispatch Consoles N/A MIP 5000 Dispatch Consoles N/A AIS 1 Third Party Elements NICE Logging recorders(IP) 1 Genesis Applications 0 ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-44 January 2021 ASTRO 25 Advanced Plus Services Statement of Work Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted ASTRO 25 Advanced Plus Services Statement of Work 1-45 Statement of Work Service From the Start - LITE End Users 1.0 Description Service From the Start-LITE provides board level service for the Equipment that is specifically named in the applicable agreement to which this Statement of Work(SOW)is attached or any of the agreement's subsequent revisions. Services are performed at the Radio Support Center(RSC),or Federal Technical Support Center. In addition to Equipment specifically named in the applicable agreement to which this Statement of Work is attached,Service From the Start LITE includes service on single mobile control heads provided that they are required for normal operation of the Equipment and are included at the point of manufacture. Service From the Start LITE excludes repairs to:optional accessories;standard mobile palm microphones;non- standard mobile microphones;iDEN accessories;iDEN mobile microphones;portable remote speaker microphones;optional or additional control heads;mobile external speakers;single and multiple unit portable chargers;batteries;mobile power and antenna cables;mobile antennas;portable antennas,and power supplies. Engraving service is not covered under standard Service From the Start LITE. This service does not cover defects,malfunctions,performance failures or damage to the unit resulting from physical,liquid,or chemical damage.An estimate for non-covered repairs will be provided for units displaying extensive damage. Service From the Start LITE is non-cancelable and non-refundable: If Equipment is added to the agreement subsequent to the Start Date,these units are also non-cancelable and non-refundable for the agreement duration. All added Equipment must be in"good working order"on the Start Date or when additional Equipment is added to the agreement.To ensure"good working order",added equipment will incur a time and material(T&M) repair fee if a repair is requested on that equipment within 30 days after being added to the agreement. Equipment may only be added to the agreement,via a customer signed or emailed Motorola Inventory Adjustment Form(IAF).Complete and accurate serial numbers and model descriptions must be supplied or the added unit will not be included under the agreement and will incur a T&M repair fee. All inventory adjustment requests for add-on subscriber units received prior to the 15t'of the month will be effective the 1'of the following month.Equipment add-on requests received after the 15s'of the month will be effective the 1'of the next succeeding month. Equipment deletions from the agreement may only be deleted under the following limited conditions: a)Equipment was stolen and proof of theft is provided to Motorola;or b)Motorola determines Equipment is damaged beyond repair;or c)Motorola determines Equipment is no longer supportable or is obsolete;or d)Equipment had already been under a previous contract for at least the twelve month requirement. Equipment deletions,where applicable,will be effective at the end of the month in which the request was received. The terms and conditions of this Statement of Work are an integral part of the Motorola Service Agreement or other applicable agreement to which it is attached and made a part thereof by this reference. If there are any inconsistencies between the provisions of the Motorola Service Agreement or other applicable agreement and this Statement of Work,the provisions of this Statement of Work shall prevail. Service From the Start-LITE 08-25-14 1 2.0 Motorola has the following responsibilities: 2.1 Test and Restore the Equipment to Motorola factory specifications,including Factory Mutual(FM),and Mine Hazard Safety Association(MHSA). 2.2 Reprogram Equipment to original operating parameters based on the Customer template,if retrievable,or from a Customer supplied backup. If the Customer template or code plug is not usable,a generic template or code plug utilizing the latest Radio Service Software(RSS)or Customer Programming Software(CPS) version for that Equipment will be used. The Equipment will require additional programming by the Customer to Restore the original template. All Firmware is upgraded to the latest release for each individual product line. 2.3 Clean external housing of the Equipment. External components of unit will only be replaced when functionality has been diminished. 2.4 Pay the outbound freight charges.Motorola will pay the inbound freight charges if the Customer uses the Motorola designated delivery service. 2.5 Provide the Motorola repair request and Inventory Adjustment Form(IAF)via Motorola On Line(MOL). 2.6 Process inventory adjustment requests received by email or fax from Customer. If the request is received by email,Motorola will email an acknowledgement to the sender. 2.7 Perform covered services as requested by Customer on the Motorola repair request form. 2.8 If applicable,notify Customer of changes in Motorola designated inventory adjustment email address or fax number. 3.0 Customer has the following Responsibilities: 3.1 Supply Motorola complete and accurate serial numbers and model description. 3.2 Utilize the Motorola designated delivery service program to obtain Motorola payment for inbound shipping 3.3 Access the Motorola repair request form and Inventory Adjustment Form(IAF)through Motorola On Line (MOL). 3.4 Initiate service request via Motorola On Line(MOL)or complete a Motorola repair request form with contract number referenced,and submit with each unit of Equipment sent in for service. Mobile control heads or accessory items sent in must reference the serial number of the main unit. 3.5 If desired,supply Motorola with a Software template or programming in order to assist in returning the Equipment to original operating parameters. This step must be completed for Equipment that will not power up. If applicable,record the current flashcode for each radio. 3.6 If Motorola must utilize a generic template or code plug to Restore Equipment to operating condition, Customer is responsible for any programming required to Restore Equipment to desired parameters. 3.7 Provide a signed or emailed Motorola Inventory Adjustment Form(IAF)for all Equipment additions. 3.8 Local services or annual maintenance required for maintaining normal operation of the equipment,unless specified on the service agreement. Service From rvi -LITE o the e Start 08-25-14 2 Attachment C Payment Schedule Advanced Plus MCC7500 Consoles and SUA $ 119,517.00 $123,102.51 $ 126,795.59 $130,599.45 $134,517.44 $138,552.96 Essential Subscriber Maintenance" $ 55,350.00 $ 57,010.00 N/A N/A N/A N/A Microwave Onsite Support $ 12,593.00 $ 12,970.79 $ 13,359.91 $ 13,760.71 $ 14,173.53 $ 14,598.74 Fire Station Consolettes and MCD500 Desk Sets Dispatch,Onsite,Depot Repair $ 12,100.00 $ 12,463.00 $ 12,836.89 $ 13,222.00 $ 13,618.66 $ 14,027.22 Siren System-Onsite Only $ 6,100.00 $ 6,283.00 $ 6,471.49 $ 6,665.63 $ 6,865.60 $ 7,071.57 Annual Total $ 205,660.00 $211,829.30 $ 159,463.88 $164,247.80 $169,175.23 $174,250.49 6 Year Total 1 $1,084,626.69 ""APX7000/XE End of Support is December 31,2023 "Annual Contract Term is February 1st to January 31st "Contact to Invoice on Februart 1st of Corresponding Year 19 Motorola.CSA.revision.1.22.2020doc Motorola Contract No.