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HomeMy WebLinkAbout21-198 i Resolution No. 21-198 RESOLUTION AUTHORIZING EXECUTION OF AN EQUIPMENT LEASE-PURCHASE AGREEMENT AND COMMUNICATIONS PRODUCTS AGREEMENT WITH MOTOROLA SOLUTIONS, INC. FOR THE LEASE AND PURCHASE OF POLICE AND FIRE APXNEXT PORTABLE RADIOS, RELATED EQUIPMENT AND SUPPORT SERVICES BE IT 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 an Equipment Lease-Purchase Agreement and Communications Products Agreement on behalf of the City of Elgin with Motorola Solutions, Inc. for the lease and purchase of police and fire APXNext portable radios, related equipment and support services, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain _ David J. Kaptain, Mayor Presented: December 15, 2021 Adopted: December 15, 2021 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk Elgin Police Department July 20,2021 COMMUNICATIONS PRODUCTS AGREEMENT This Agreement ( "Agreement') is hereby made and entered into this 15th day of December, 2021, by and between the City of Elgin, Illinois, a municipal corporation, (hereinafter referred to as "City" or "Customer") and Motorola Solutions, Inc., a Delaware corporation, (hereinafter referred to as "Motorola") pursuant to which Customer will purchase and Motorola will sell the Products as described below. Motorola and Customer may be referred to individually as a "Party' and collectively as the "Parties." For good and valuable consideration, the sufficiency of which is mutually acknowledged, the Parties agree as follows: Section 1 EXHIBITS 1.1 EXHIBITS. The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between the exhibits will be resolved in their listed order. Exhibit A Motorola"Software License Agreement' Exhibit B "Technical and Implementation Documents"B-1 "Pricing"dated B-2 "Statement of Work"dated Exhibit C "Payment Schedule"(if applicable) Exhibit D Motorola Solutions Proposal and Pricing Schedule Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: "Addendum (Addenda)" is the title of the document(s) containing a specific set of terms and conditions applicable to a particular service or other offering beyond the communication System and System implementation services. The terms in the Addendum are applicable only to the specific service or offering described therein. "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. Confidential information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by the discloser by submitting a written document to the recipient within thirty(30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent. "Contract Price" means the price for the Products, excluding applicable sales or similar taxes and freight charges. "Effective Date" means that date upon which the last Party executes this Agreement. APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Contractual Documentation 3-1 Elgin Police Department July 20,2021 "Equipment" means the equipment listed in the List of Products that Customer purchases from Motorola under this Agreement. "Equipment Lease-Purchase Agreement" means the agreement by which Customer finances all or a portion of the Contract Price. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control(e.g., an act of God, an act of the public enemy, an act of a government entity, supplier performance, strikes or other labor disturbances, hurricanes, earthquakes,fires,floods, epidemics, embargoes,war, riots, or any other similar cause). "Motorola Software" means Software that Motorola or its affiliated company owns. "Non-Motorola Software" means Software that another party owns. "Open Source Software" (also called "freeware" or "shareware") software with either freely obtainable source code, license for modification, or permission for free distribution. "Products" mean the Equipment and Software provided by Motorola under this Agreement. "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 Products. "Warranty Period" means one(1)year from the date of shipment of the Products. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide and install (if applicable) the Products, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the expiration of the Warranty Period or five (5) years from the Effective Date, whichever occurs last. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. During the Term of this Agreement, Customer may order additional Equipment or Software if it is then available. Each purchase order must refer to this Agreement and must specify the pricing and delivery terms. Notwithstanding any additional or contrary terms in the purchase order, the applicable provisions of this Agreement (except for pricing, delivery, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Payment is due within thirty (30) days after the invoice date, and Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through the Motorola Solutions Customer Portal eCommerce Shop, and this Agreement will be the "Underlying Agreement" for those eCommerce transactions rather than the eCommerce Shop Terms and Conditions of Sale. eCommerce Shop registration and other information may be found at APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 3-2 Elgin Police Department 9 P July 20,2021 https://www.motorolasolutions.com/en_us/registration and the shop support telephone number is (800) 814-0601. 3.5. MAINTENANCE SERVICE. This Agreement does not cover maintenance or support of the Products except as provided under the warranty. In addition, this Agreement does not cover professional or subscription services. If Customer wishes to purchase maintenance or support, professional or subscription services, Motorola will provide a separate proposal and terms and conditions upon request. 3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement that is attached as Exhibit A. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.7. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may include Open Source Software. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be applicable). OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a "Priced Options" exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit(or if no term is stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Motorola which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms,and modifications to the acceptance and warranty provisions. Section 4 PERFORMANCE SCHEDULE If this Agreement includes the performance of services,the statement of work attached as Exhibit B-2 will describe the performance schedule. Section 5 CONTRACT PRICE, PAYMENT,AND INVOICING 5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is_$4,606,529.63. The Contract Price maybe further described in Exhibit B-1, Pricing. The Contract Price will be paid via the disbursement of the financing proceeds pursuant to the Equipment Lease- APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 3-3 i Elgin Police Department July 20,2021 Purchase Agreement executed between the parties. If applicable, a pricing summary is included with the Payment schedule. 5.2. INVOICING AND PAYMENT. Customer affirms that a purchase order or notice to proceed is not required for contract performance or for subsequent years of service, if any, and that sufficient funds have been appropriated in accordance with applicable law. The Customer will pay all invoices as received from Motorola and any changes in scope will be subject to the change order process as described in this Agreement. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for payment in accordance with this Agreement. 5.3 FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the invoices. Unless otherwise stated in the Equipment Lease-Purchase Agreement, title and risk of loss to the Equipment will pass to Customer upon delivery. Title to Software will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices. 5.4 INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following name: Michael Bayard Address: 151 Douglas Avenue, Elgin, IL 60120 phone: 847-289-2574The Equipment will be shipped to the Customer at the final, following address 151 Douglas Avenue, Elign IL 60120. Customer may change this information by giving written notice to Motorola. Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. If Motorola is providing installation or other services, Customer will provide all necessary construction and building permits, licenses, and the like; and access to the work sites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its contractual duties. 6.2. SITE CONDITIONS. If Motorola is providing installation or other services at Customer's sites, Customer will ensure that these work sites be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate: physical space, air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the Products. Section 7 ACCEPTANCE Acceptance of the Products will occur upon delivery to Customer unless the statement of work provides for acceptance verification or testing, in which case acceptance of the Products will occur upon successful completion of the acceptance verification or testing. Notwithstanding the preceding sentence, Customer's use of the Products for their operational purposes will constitute acceptance. Section 8 REPRESENTATIONS AND WARRANTIES 8.1. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If Acceptance is delayed beyond six (6) months after shipment of the APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 3-4 Elgin Police Department July 20,2021 Products by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Products. 8.2. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section that are applicable to the Motorola Software. If Acceptance is delayed beyond six (6) months after shipment of the Software by events or causes within Customer's control, this warranty expires eighteen(18)months after the shipment of the Software. 8.3. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material orworkmanship; (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. 8.4. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola's liability for the warranty claim. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable Warranty Period. All replaced products or parts will become the property of Motorola. 8.5. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the Products for commercial, industrial, or governmental use only, and are not assignable or transferable. 8.6. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. Section 9 DELAYS 9.1 Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the performance schedule for a time period that is reasonable under the circumstances. APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 3-5 Elgin Police Department July 20,2021 Section 10 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement (a "Dispute"). 10.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with 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 in the Circuit Court of Kane County, IL. 10.2. 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. 10.3 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. 10.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute as provided herein according to Provision 10.1 of this Agreement. 10.5. CONFIDENTIALITY. All communications pursuant to subsections 10.2 and 10.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. Section 11 DEFAULT AND TERMINATION If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default(unless a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of the default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty(30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. If the non-performing Party fails to cure the default, the performing Party may terminate any unfulfilled portion of this Agreement and recover damages as permitted by law and this Agreement. In the event Customer elects to terminate this Agreement for any reason other than default, Customer shall pay Motorola for the conforming Equipment and/or Software delivered and all services performed. Section 12 INDEMNIFICATION APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Contractual Documentation 3-6 Elgin Police Department July 20,2021 12.1. GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notice of any claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 12.3. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This Section sets forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way related to Customer's performance under this Agreement. 12.3. PATENT AND COPYRIGHT INFRINGEMENT INDEMNIFICATION 12.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim"). Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. 12.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non- infringing while providing functionally equivalent performance; or(c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. 12.3.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon:(a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modificationof the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to Customer extend in any way toroyalties payable on a per use basis or the Customer's revenues, or any royalty APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Contractual Documentation 3-7 Elgin Police Department July 20,2021 basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product. 12.3.4. This Section 12 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 12 are subject to and limited by the restrictions set forth in Section 13. Section 13 LIMITATION OF LIABILITY 13. Except for personal injury, death or damage to tangible property, each Party's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed.ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT NEITHER PARTY SHALL 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 EITHER PARTY 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 CONFIDENTIALITY AND PROPRIETARY RIGHTS 14.1. CONFIDENTIAL INFORMATION. 14.1.1. Each party is a disclosing party ("Discloser") and a receiving party ("Recipient") under this agreement. All deliverables will be deemed to be Motorola's Confidential Information. During the term of this Agreement and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential Information to only those employees (including, but not limited to, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agentsor consultants who must be directly involved with the Confidential Information for the purpose and who are bound by confidentiality terms substantially similar to those in this agreement; (iii) not copy, reproduce, reverse engineer, de-compile or disassemble any Confidential Information; (iv) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (v) promptly notify Discloser upon discovery of any unauthorized use or disclosure of Information and take reasonable steps to regain possession of the the Confidential P 9 Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (vi) only use the Confidential Information as needed to fulfill this Agreement. 14.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can demonstrate by documentation (i) is now available or becomes available to APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 3-8 Elgin Police Department July 20,2021 the public without breach of this agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to such disclosure; or (v) is independently developed by Recipient without the use of any of Discloser's Confidential Information or any breach of this Agreement. 14.1.3. All Confidential Information remains the property of the Discloser and will not be copied or reproduced without the express written permission of the Discloser, except for copies that are absolutely necessary in order to fulfill this Agreement. Within ten (10) days of receipt of Discloser's written request, Recipient will return all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain one (1) archival copy of the Confidential Information that it may use only in case of a dispute concerning this Agreement. No license, express or implied, in the Confidential Information is granted other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. The Discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement. 14.1.4. Notwithstanding anything to the contrary provided herein, the City's good faith compliance with the provisions of the Illinois Freedom of Information Act (5 ILCS 140/1, et seq.) and other applicable Illinois law shall not be construed as, and shall not constitute, a breach of this Agreement. 14.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, de-compile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, 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 15 GENERAL 15.1. TAXES. The Contract Price does not include excise, sales, lease, use, property, or other taxes, assessments or duties, for which Customer is exempt by law. If Motorola is required to pay any of these taxes other than income or other taxes attributable to Motorola, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes(including any interestand penalties)within thirty twenty(30)days after the date of the invoice. Motorola will be solely responsible for reporting taxes on its income or net worth. 15.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Contractual Documentation 3-9 Elgin Police Department July 20,2021 void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer.ln addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event'), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 15.3 WAIVER. Failure or delay by either Party to exercise any right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 15.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect. 15.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement only as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 15.6. HEADINGS AND SECTION REFERENCES; CONSTRUCTION. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 15.7. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address by the other Party by First Class mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt. 15.8. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the Products or services. Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations required for the installation, operation and use of the Products or services before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 15.9. 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. 15.10. SURVIVAL OF TERMS. The following provisions will survive the expiration or APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. QMotorola Solutions Confidential Restricted Contractual Documentation 3-10 Elgin Police Department July 20,2021 termination of this Agreement for any reason: Section 3.6(Motorola Software), Section 3.7 (Non- Motorola Software); if any payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection9.7 (Disclaimer of Implied Warranties); Section 10 (Disputes); Section 13 (Limitation of Liability); Section 14 (Confidentiality and Proprietary Rights; and all of the General terms in this Section 15. 15.11. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. The Parties hereby enter into this Agreement as of the Effective Date. Motorola S tions,In' Customer By: By. Name: �<<�l�� Vl U N Name. Richard G. Kozal Title:�. kml�j Or-L Title. City Manager Date: 1 I lD I r} Jj Date: December 15, 2021 ATT T: City Clerk APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 3-11 Elgin Police Department July 20,2021 EXHIBIT A MOTOROLA SOFTWARE LICENSE AGREEMENT This Exhibit A Motorola Software License Agreement ("Agreement") is between Motorola Solutions, Inc., ("Motorola"), and_("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, de-compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and 19 (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary software or products containing embedded or pre-loaded proprietary software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the proprietary software and affiliated documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non-exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 3-12 Elgin Police Department July 20,2021 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. If the Designated Products being acquired by Licensee include a Microsoft SQL Server or a Microsoft System Center Operations Manager, the Microsoft software for these Microsoft Products is sublicensed to Licensee from Motorola and is subject to additional Microsoft End-User License Agreement terms. 3.4 TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERCEDES THIS SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or(vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 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 APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Contractual Documentation 3-13 Elgin Police Department July 20,2021 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 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 20 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. APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 3-14 Elgin Police Department July 20,2021 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 21 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 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 Commercial Computer Software This Section 9 only applies to U.S. Government end users. The Software, Documentation and updates are commercial items as that term is defined at 48 C.F.R. Part 2.101, consisting of"commercial computer software" APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 3-15 Elgin Police Department July 20,2021 and "computer software documentation" as such terms are defined in 48 C.F.R. Part 252.227-7014(a)(1) and 48 C.F. R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48 C.F.R. Part 227.7202, as applicable. Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227-7015, 48 C.F.R. Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, the Software, Documentation and Updates are distributed and licensed to U.S. Governmentend users: (i) only as commercial items, and (ii)with only those rights as are granted to all other end users pursuant to the terms and conditions contained herein. 9.1 If Licensee is licensing Software for end use by the United States Government or a United States Government agency, Licensee may transfer such Software license, but only if: (i) Licensee transfers all copies of such Software and Documentation to such United States Government entity or interim transferee, and (ii) Licensee has first obtained from the transferee (if applicable) and ultimate end user an enforceable end user license agreement containing restrictions substantially identical to the ones contained in this Agreement. Except as stated in the foregoing, Licensee and any transferee(s) authorized by this subsection 9.2 may not otherwise use or transfer or make available any Motorola software to any third party nor permit any party to do so. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Section 13 GENERAL 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 13.4. GOVERNING LAW.This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State of APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 3-16 Elgin Police Department July 20,2021 Illinois.The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law(collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter. 13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Contractual Documentation 3-17 Elgin Police Department July 20,2021 Exhibit B (Exhibit B HAS BEEN LEFT INTENTIONALLY BLANK) APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 3-18 Elgin Police Department July 20,2021 Exhibit C Payment Schedule,as applicable For the Products purchase financed through Motorola, please refer to the payment schedule included in the Equipment Lease-Purchase Agreement For Lifecycle Support Plan and Subscription Based Services: Motorola will invoice Customer annually in advance of each year of the plan, or as otherwise stated in the applicable addenda. APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Contractual Documentation 3-19 i Elgin Police Department July 20,2021 SUBSCRIPTION SERVICES ADDENDUM This Addendum to the Communications System and Services Agreement or other previously executed and currently in force Agreement, as applicable ("Primary Agreement") provides additional or different terms and conditions to govern the sale of Subscription Services ("Addendum"). The terms in this Addendum are integral to and incorporated into the Primary Agreement signed by the Parties. The terms of the Addendum, including addendums, exhibits, and attachments combined with the terms of any applicable Incorporated Documents will govern the products and services offered pursuant to this Addendum. To the extent there is a conflict between the terms and conditions of the Addendum and the terms and conditions of the applicable Incorporated Documents, the Incorporated Documents take precedence. 1. DEFINITIONS All capitalized terms not otherwise defined in this Addendum shall have the same meaning as defined in the Primary Agreement. Any reference to the purchase or sale of software or other Intellectual Property shall mean the sale or purchase of a license or sublicense to use such software or Intellectual Property in accordance with this Addendum. "Administrator" means Customer's designated system administrator who receives administrative logins for the Subscription Services and issues access rights to Customer's Users. "Anonymized" means having been stripped of any personal or correlating information revealing original source or uniquely identifying a person or entity. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine-recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty(30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Addendum, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Addendum; or is explicitly approved for release by written authorization of the disclosing Party. "Customer Data" means Native Data provided by Customer to Motorola hereunder to be processed and used in connection with the Subscription Services. Customer Data does not include data provided by third parties and passed on to Motorola. "Documentation" means the technical materials provided by Motorola to Customer in hard copy or electronic form describing the use and operation of the Solution and Software, including any technical manuals, but excluding any sales, advertising or marketing materials or proposals. "Effective Date" means, as applicable, the date of the last signature to include this Addendum., unless access to the Subscription Service occurs later, in which case, the Effective Date will be the date when Customer first has access to the Subscription Services. APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 3-20 Elgin Police Department July 20,2021 "Feedback" means comments or information, in oral or written form, given to Motorola by Customer, in connection with or relating to the Solution and Subscription Services. "Force Majeure" which means an event, circumstance, or act that is beyond a Party's reasonable control, such as an act of God, an act of the public enemy, an act of a government entity, strikes, other labor disturbances, supplier performance, hurricanes, earthquakes,fires, floods, epidemics, embargoes, war, riots, or any other similar cause. "Licensed Product" means 1) Software, whether hosted or installed at Customer's site, 2) Documentation; 3) associated user interfaces; 4) help resources; and 5) any related technology or other services made available by the Solution. "Native Data" means data that is created solely by Customer or its agents. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, ideas and concepts, moral rights, processes, methodologies,tools,techniques, and other intellectual property rights. "Software" means the Motorola owned or licensed off the shelf software programs delivered as part of the Licensed Products used to provide the Subscription Services, including all bug fixes, updates and upgrades. "Solution" means collectively, the Software, servers and any other hardware or equipment operated by Motorola and used in conjunction with the Subscription Services. "Statement of Work" If included, the Statement of Work ("SOW") describes the Subscription Services, Deliverables (if any), Licensed Products and Solution that Motorola will provide to Customer under this Addendum, and the other work-related responsibilities that the parties owe to each other. The Statement of Work may contain a performance schedule. "Subscription Services" or "Services" means those subscription services to be provided by Motorola to Customer under this Addendum, the nature and scope of which are more fully described in the Documentation, proposal, SOW, or other Solution materials provided by Motorola, as applicable. "Users" means Customer's authorized employees or other individuals authorized to utilize the Subscription Services on behalf of Customer and who will be provided access to the Subscription Services by virtue of a password or equivalent security mechanism implemented by Customer. 2. SCOPE 2.1 Subscription Services. Motorola will provide to Customer the Subscription Services and Deliverables (if any). As part of the Subscription Services, Motorola will allow Customer to use the Solution described in the Statement of Work, Documentation, proposal, or other Solution materials provided by Motorola ("Incorporated Document(s)"), as applicable. Some Subscription Services will also be subject to additional terms unique to that specific Subscription Service. Such additional terms will be set forth in a Statement of Work, as applicable. In the event of a conflict between an Addendum and a Statement of Work, the Addendum will govern resolution of the conflict. Motorola and Customer will perform their respective responsibilities as described in this Addendum and Statement of APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 3-21 Elgin Police Department July 20,2021 work and any applicable Incorporated Documents. 2.2 Changes. Customer may request changes to the Services. If Motorola agrees to a requested change, the change must be confirmed in writing and signed by authorized representatives of both parties. A reasonable price adjustment will be made if any change affects the time of performance or the cost to perform the Services. 2.3 Non-solicitation. During the term of this Addendum and for twelve (12) months thereafter, Customer will not actively solicit the employment of any Motorola personnel who is involved directly with providing any of the Services. 3. TERM 3.1 Term. Unless a different Term is set forth in the Primary Agreement, or the Incorporated Documents, the Term of this Agreement begins on the Effective Date and continues for five(5)years. 4. CUSTOMER OBLIGATIONS. Customer will fulfill all of its obligations in this Addendum, including applicable Statement(s) of Work and Incorporated Documents in a timely and accurate manner. Failure to do so may prevent Motorola from performing its responsibilities. 4.1 Access. To enable Motorola to perform the Subscription Services, Customer will provide to Motorola reasonable access to relevant Customer information, personnel, systems, and office space when Motorola's employees are working on Customer's premises, and other general assistance. Further, if any equipment is installed or stored at Customer's location in order to provide the Subscription Services, Customer will provide, at no charge, a non-hazardous environment with adequate shelter, heat, light, power, security, and full and free access to the equipment. 4.2 Customer Information. If the Documentation, Statement of Work, proposal, or other related documents contain assumptions that affect the Subscription Services or Deliverables, Customer will verify that they are accurate and complete. Any information that Customer provides to Motorola concerning the Subscription Services or Deliverables will be accurate and complete in all material respects. Customer will make timely decisions and obtain any required management and third party approvals or consents that are reasonably necessary for Motorola to perform the Subscription Services and its other duties under this Addendum. Unless the Statement of Work states the contrary, Motorola APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. QMotorola Solutions Confidential Restricted Contractual Documentation 3-22 Elgin Police Department July 20,2021 may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions and Customer-provided information, decisions and approvals described in this paragraph. 4.3 Risk of Loss. If any portion of the Solution resides on Customer premises or is under Customer's control in any way, Customer shall at all times exercise reasonable care in using and maintaining the Solution in accordance with Motorola's instructions for proper use and care. Risk of loss to any equipment in Customer's possession will reside with Customer until removed by Motorola or its agent or returned by Customer. Customer will be responsible for replacement costs of lost or damaged equipment, normal wear and tear excluded. 4.4 Equipment Title. Unless Customer is purchasing equipment pursuant to the terms in the Primary Agreement and unless stated differently in this Addendum or in the Incorporated Documents, title to any equipment provided to Customer in connection with the Subscription Services remains vested in Motorola at all times. Any sale of equipment pursuant to this Addendum will be governed by the terms and conditions set forth in the Primary Agreement. 4.5 Enable Users. Customer will properly enable its Users to use the Subscription Services, including providing instructions for use, labeling, required notices, and accommodation pursuant to applicable laws, rules, and regulations. Unless otherwise agreed in the Incorporated Documents, Customer will train its Users on proper operation of the Solution and Licensed Products. Customer agrees to require Users to acknowledge and accept the limitations and conditions of use of the Licensed Products in this Addendum prior to allowing Users to access or use Subscription Services. 4.6 Non-preclusion. If, as a result of the Subscription Services performed under this Addendum, Motorola recommends that Customer purchase products or other services, nothing in this Addendum precludes Motorola from participating in a competitive opportunity or otherwise offering or selling the recommended products or other services to Customer. Customer represents that this paragraph does not violate its procurement or other laws, regulations, or policies. 5. ACCEPTANCE; SCHEDULE; FORCE MAJEURE 5.1 Acceptance. The Licensed Products will be deemed accepted upon the delivery of usernames and passwords or other validation mechanism to Customer. If usernames and passwords have been issued to Customer prior to the Effective Date, the Licensed Products will be deemed accepted on the Effective Date. 5.2 Schedule. All Subscription Services will be performed in accordance with the performance schedule included in the Statement of Work, or if there is no performance schedule, within a commercially reasonable time period. 5.3 Force Majeure. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. Each Party will notify the other in writing if it becomes aware of any Force Majeure that will significantly delay performance. The notifying Party will give the notice promptly(but in no event later than fifteen (15)days)after it discovers the Force Majeure. 6. LIMITED LICENSE 6.1 Licensed Products. Use of the Licensed Products by Customer and its Users is strictly limited to use in connection with the Solution or Subscription Services during the APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 3-23 Elgin Police Department July 20,2021 Term. Customer and Users will refrain from, and will require others to refrain from, doing any of the following with regard to the Software in the Solution: (i) directly or indirectly, by electronic or other means, copy, modify, or translate the Software; (ii) directly or indirectly, by electronic or other means, reproduce, reverse engineer, distribute, sell, publish, commercially exploit, rent, lease, sublicense, assign or otherwise transfer or make available the Licensed Products or any part thereof to any third party, or otherwise disseminate the Licensed Product in any manner; (iii) directly or indirectly, by electronic or other means, modify, decompile, or disassemble the Software or part thereof, or attempt to derive source code from the Software; or (iv) remove any proprietary notices, labels, or marks on the Software or any part of the Licensed Products. Motorola Solutions reserves all rights to the Software and other Licensed Products not expressly granted herein, including without limitation, all right, title and interest in any improvements or derivatives conceived of or made by Motorola that are based, either in whole or in part, on knowledge gained from Customer Data. Customer agrees to abide by the copyright laws of the United States and all other relevant jurisdictions, including without limitation, the copyright laws where Customer uses the Solution. Customer agrees to immediately cease using the Solution if it fails to comply with this paragraph or any other part of this Addendum. If Software is subject to a click wrap, end user license agreement or is otherwise packaged with or subject to a separate end user license, such license will apply to the use of Software and Licensed Product. 6.2 Proprietary Rights. Regardless of any contrary provision in this Addendum, Motorola or its third party providers own and retain all of their respective Proprietary Rights in the Software, Solution, and Licensed Product. Nothing in this Addendum is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing Services to Customer remain vested exclusively in Motorola, and this Addendum does not grant to Customer any shared development rights of intellectual property. No custom development work is to be performed under this Addendum. 7. DATA AND FEEDBACK 7.1 Solution Data. To the extent permitted by law, Motorola, its vendors and licensors are the exclusive owners of all right, title, and interest, in and to the Solution Data, including all intellectual property rights therein. Motorola grants Customer a personal, royalty-free, non-exclusive license to: (i) access, view, use, copy, and store the Solution Data for its internal business purposes and, (ii)when specifically permitted by the applicable Statement of Work, publish Solution Data on its websites for viewing by the public. 7.2 Customer Data. To the extent permitted by law, Customer retains ownership of Customer Data. Customer grants Motorola and its subcontractors a personal, royalty-free, non-exclusive license to use, host, cache, store, reproduce, copy, modify, combine, analyze, create derivatives from, communicate, transmit, publish, display, and distribute such Customer Data for the purpose of providing the Subscription Services to Customer, other Motorola Customers and end users, including without limitation, the right to use Customer Data for the purpose of developing new or enhanced solutions. In addition to the rights listed above, Customer grants Motorola a license to sell an Anonymized version of Customer Data for any purpose. 7.3 Feedback. Any Feedback given by Customer is entirely voluntary and, even if designated as confidential, will create no confidentiality obligation for Motorola. Motorola is free to use, reproduce, license or otherwise distribute and exploit the Feedback without any obligation to Customer. Customer acknowledges that Motorola's receipt of the Feedback does not imply or create recognition by Motorola of either the novelty or originality of any idea. The parties further agree that all fixes, modifications and improvement to the Licensed APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 3-24 Elgin Police Department July 20,2021 Product or Subscription Service conceived of or made by Motorola that are based, either in whole or in part, on the Feedback are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements to the Licensed Product or Subscription Service will vest solely in Motorola. 9 WARRANTY 9.1 "AS IS". THE SOLUTION AND SUBSCRIPTION SERVICES ARE PROVIDED "AS IS". MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Customer acknowledges that the Deliverables may contain recommendations, suggestions or advice from Motorola to Customer(collectively, "Recommendations"). Motorola makes no warranties concerning those Recommendations, and Customer alone accepts responsibility for choosing whether and how to implement the Recommendations and the results to be realized from implementing them. 9.2 Availability and Accuracy. Customer acknowledges that functionality of the Solution as well as availability and accuracy of Solution Data is dependent on many elements beyond Motorola's control, including databases managed by Customer or third parties and Customer's existing equipment, software, and Customer Data. Therefore, Motorola does not guarantee availability or accuracy of data, or any minimum level of coverage or connectivity. Interruption or interference with the Subscription Services or Solution may periodically occur. Customer agrees not to represent to any third party that Motorola has provided such guarantee. 9.3 Equipment Sale. Warranty for any equipment sold pursuant to this Addendum will be set forth in the Primary Agreement. 10. DISCLAIMERS 10.1 Existing Equipment and Software. If Customer's existing equipment and softwareis critical to operation and use of the Subscription Services, Customer is solely responsible for supporting and maintaining Customer's existing equipment and software. Connection to or interface with Customer's existing equipment and software may be required to receive Subscription Services.Any failures or deficiencies of Customer's existing equipment and software may impact the functionality of the Solution and the Subscription Services to be delivered. Any vulnerabilities or inefficiencies in Customer's system may also impact the Solution and associated Subscription Services. 10.2 Privacy. Customer bears sole responsibility for compliance with any laws and regulations regarding tracking; location based services; gathering, storing, processing, transmitting, using or misusing; or otherwise handling personally identifiable information ("PII"), including information about Users of the Solution or citizens in the general public. Further, it is Customer's sole responsibility to comply with any laws or regulations prescribing the measures to be taken in the event of breach of privacy or accidental disclosure of any PII. Enacting and enforcing any internal privacy policies for the protection of PII, including individual disclosure and consent mechanisms, limitations on use of the information, and commitments with respect to the storage, use, deletion and processing of PII in a manner that complies with applicable laws and regulations will be Customer's sole responsibility. Motorola will not evaluate the sufficiency of such policies and disclaims any responsibility or liability for privacy practices implemented by Customer, or lack thereof. Customer acknowledges and agrees that Subscription Services and the Solution are not designed to ensure individual privacy. Customer will inform Users that the Solution may enable visibility to PII, as well as physical location of individuals. Further, if the Solution or Subscription Services are available to the general public pursuant to this Addendum, Customer will provide the appropriate privacy APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 3-25 Elgin Police Department July 20,2021 notification. Neither Motorola nor Customer can provide any assurance of individual privacy in connection with the Solution. Further, Customer is solely responsible for determining whether and how to use data gathered from social media sources for the purpose of criminal investigations or prosecution. Customer will hold Motorola harmless from any and all liability, expense,judgment, suit, or cause of action, which may accrue against Motorola for causes of action for damages related to tracking, location based services, breach of privacy, and the use or misuse of PII provided that Motorola gives Customer prompt, written notice of any such claim or suit. Motorola shallcooperate with Customer in its defense or settlement of such claim or suit. 10.3 Social Media. If Customer purchases Subscription Services that utilize social media, Customer acknowledges and agrees that such Subscription Services are not designed to ensure individual privacy. In such case, Customer will inform Users that the Solution and Subscription Services may enable visibility to PII, as well as physical location of individuals. Further, if the Solution or Subscription Services are available to the general public pursuant to this Addendum, Customer will provide the appropriate privacy notification. Neither Motorola nor Customer can provide any assurance of individual privacy in connection with the Solution or Subscription Services utilizing social media. Further, Customer is solely responsible for determining whether and how to use data gathered from social media sources for the purpose of criminal investigations or prosecution. Customer will hold Motorola harmless from any and all liability, expense, judgment, suit, or cause of action, which may accrue against Motorola for causes of action for damages related to tracking, location based services, breach of privacy, and the use or misuse of PII provided that Motorola gives Customer prompt,written notice of any such claim or suit. Motorola shall cooperate with Customer in its defense or settlement of such claim or suit. 10.4 Misuse. Motorola reserves the right to discontinue service at any time without notice to Users that misuse the Service, jeopardize the Licensed Product or public safety in any way. 11 LIMITATION OF LIABILITY 11.2 Liability Limit. Except for personal injury or death, the Parties total liability, whetherfor breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limitedto the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Subscription Services provided under this Addendum. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS ADDENDUM OR THE PERFORMANCE OF THE SUBSCRIPTION SERVICES BY MOTOROLA. This limitation of liability provision survives the expiration or termination of this Addendum and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Addendum may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. 11.3 Additional Disclaimers. MOTOROLA DISCLAIMS ANY AND ALL LIABILITY FOR ANY AND ALL LOSS OR COSTS OF ANY KIND ASSOCIATED WITH 1) THE INTERRUPTION, INTERFERENCE OR FAILURE OF CONNECTIVITY, VULNERABILITIES OR SECURITY EVENTS, WHETHER OR NOT THEY ARE DISCOVERED BY MOTOROLA; 2) PERFORMANCE OF CUSTOMER'S EXISTING APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Contractual Documentation 3-26 Elgin Police Department July 20,2021 EQUIPMENT AND SOFTWARE OR ACCURACY OF CUSTOMER DATA; 3) IF ANY PORTION OF THE SOLUTION OR LICENSED PRODUCT RESIDES ON CUSTOMER'S PREMISES, DISRUPTIONS OF AND/OR DAMAGE TO CUSTOMER'S OR A THIRD PARTY'S INFORMATION SYSTEMS, EQUIPMENT,AND THE INFORMATION AND DATA, INCLUDING, BUT NOT LIMITED TO, DENIAL OF ACCESS TO A LEGITIMATE SYSTEM USER, AUTOMATIC SHUTDOWN OF INFORMATION SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE, OR FAILURE OF THE INFORMATION SYSTEM RESULTING FROM THE PROVISION OR DELIVERY OF THE SERVICE; 4) AVAILABILITY OR ACCURACY OF SOLUTION DATA; 5) INTERPRETATION, USE OR MISUSE IN ANY WAY OF SOLUTION DATA; 6) IMPLEMENTATION OF RECOMMENDATIONS PROVIDED IN CONNECTION WITH THE SUBSCRIPTION SERVICES; 7) TRACKING, AND LOCATION BASED SERVICES, BREACH OF PRIVACY, AND THE USE OR MISUSE OF PERSONALLY IDENTIFIABLE INFORMATION. 11.4 Essential term. The parties acknowledge that the prices have been set and the Addendum entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties. 12 DEFAULT AND TERMINATION 12.1 Default By a Party. If either Party fails to perform a material obligation under this Addendum, the other Party may consider the non-performing Party to be in default(unless a Force Majeure causes the failure) and may assert a default claim by giving the non- performing Party a written, detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Addendum which must be cured immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. 12.2 Failure To Cure. If a defaulting Party fails to cure the default as provided above in Section 12.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Addendum. In the event of a termination for default, the defaulting Party will promptly return to the non-defaulting Party any of its Confidential Information. If Customer is the non-defaulting Party, terminates this Addendum as permitted by this Section, and procures the Services through a third party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to procure the Services (but not additional or out of scope services) less the unpaid portion of the Contract Price. 28 Customer agrees to mitigate damages and provide Motorola with detailed invoices substantiating the charges. 12.3 No Refund. If a subscription is terminated for any reason prior to the end of the Subscription Services Term or other subscription period set forth in the Incorporated Documents or otherwise agreed to in writing by the Parties, no refund or credit will be provided. 12.4 Cancellation Fee. If an Initial Minimum Term applies and Customer terminates prior to the end of the Initial Minimum Term, Customer will be required to pay a APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Contractual Documentation 3-27 Elgin Police Department July 20,2021 cancellation fee of up to fifty percent (50%) of the remaining balance of subscription fees for the Initial Minimum Term. 12.5 Return of Discount. If Customer is afforded a discount in exchange for a term commitment longer than one year, early termination will result in an early termination fee, representing a return of the discount off of list price. APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 3-28 Elgin Police Department July 20,2021 12.6 Return Confidential Information. Upon termination or expiration of the Addendum, Customer will return or certify the destruction of all Confidential Information and Solution Data to the extent permitted by law. 12.7 Connection Terminated. Certain Subscription Services require a connection to Customer systems to access Customer Data (e.g. predictive or analytic services). Upon termination, connection to relevant data sources will be disconnected and Motorola will no longer extract any Customer Data. 12.8 Equipment Return. Any equipment provided by Motorola for use with the Subscription Services, must be returned within thirty(30) days of the date of termination, at Customer's expense. If equipment is not returned within this time frame, Motorola reserves the right to invoice the Customer for the purchase price of the unreturned equipment. 12.9 Five Year Term. Motorola provides equipment for use in connection with certain Subscription Services. Upon expiration and non-renewal of a five (5) year subscription Term, Title to the equipment will automatically transfer to Customer upon the subscription expiration date. 13. DISPUTES 13.1. Settlement. The parties will attempt to settle any dispute arising from this Addendum (except for a claim relating to intellectual property or breach of confidentiality) through consultation and a spirit of mutual cooperation. The dispute will be escalated to appropriate higher-level managers of the parties, if necessary. If cooperative efforts fail, the dispute will be mediated by a mediator chosen jointly by the parties within thirty (30) days after notice by one of the parties demanding non-binding mediation. The parties will not unreasonably withhold consent to the selection of a mediator, will share the cost of the mediation equally, may agree to postpone mediation until they have completed some specified but limited discovery about the dispute, and may replace mediation with some other form of non-binding alternative dispute resolution ("ADR"). 13.2 Litigation. A Party may submit to a court of competent jurisdiction as provided herein in Provision 10.1 of the Consumer Products Agreement. A Party may submit to a court of competent jurisdiction any claim relating to intellectual property, breach of confidentiality, or any dispute that cannot be resolved between the parties through negotiation or mediation within two (2) months after the date of the initial demand for non-binding mediation. Each Party consents to jurisdiction over it by that court. The use of ADR procedures will not be considered under the doctrine of laches, waiver, or estoppel to affect adversely the rights of either Party. Either Party may resort to the judicial proceedings described in this section before the expiration of the two-month ADR period if good faith efforts to resolve the dispute under these procedures have been unsuccessful; or interim relief from the court is necessary to prevent serious and irreparable injury to the Party. 14. SECURITY. 14.1 Industry Standard. Motorola will maintain industry standard security measures to protect the Solution from intrusion, breach, or corruption. During the term of Addendum, if the Solution enables access to Criminal Justice Information ("CJI"), as defined by the Criminal Justice Information Services Security Policy ("CJIS"), Motorola will provide and APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Contractual Documentation 3-29 Elgin Police Department July 20,2021 comply with a CJIS Security Addendum. Any additional Security measure desired by Customer may be available for an additional fee. 14.2 Background checks. Motorola will require its personnel that access CJI to submit to a background check based on submission of FBI fingerprint cards. 14.3 Customer Security Measures. Customer is independently responsible for establishing and maintaining its own policies and procedures and for ensuring compliance with CJIS and other security requirements that are outside the scope of the Subscription Services provided. Customer must establish and ensure compliance with access control policies and procedures, including password security measures. Further, Customer must maintain industry standard security and protective data privacy measures. Motorola disclaims any responsibility or liability whatsoever for the security or preservation of Customer Data or Solution Data once accessed or viewed by Customer or its representatives. Motorola further disclaims any responsibility or liability whatsoever that relates to or arise from Customer's failure to maintain industry standard security and dataprivacy measures and controls, including but not limited to lost or stolen passwords. Motorola reserves the right to terminate the Service if Customer's failure to maintain or comply with industry standard security and control measures negatively impacts the Service, Solution, or Motorola's own security measures. 14.4 Breach Response Plan. Both parties will maintain and follow a breach response plan consistent with the standards of their respective industries. 15. CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS 15.1. CONFIDENTIAL INFORMATION. 15.1.1. Treatment of Confidential Information. During the term of this Addendum, the parties may provide each other with Confidential Information. Licensed Products, and all Deliverables will be deemed to be Motorola's Confidential Information. Each Party will: maintain the confidentiality of the other Party's Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party in writing 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 those precautions will be at least the same degree of care that the receiving Party applies to its own confidential information and will not be less than reasonable care; and use the Confidential Information only in furtherance of the performance of this Addendum or pursuant to the license granted immediately below. 15.1.2. Notwithstanding anything to the contrary provided herein, the City's good faith compliance with the provisions of the Illinois Freedom of Information Act (5 ILCS 140/1, et seq.) and other applicable Illinois law shall not be construed as, and shall not constitute, a breach of this Agreement. 15.1.3. 15.1.4. Ownership of Confidential Information. The disclosing Party owns and retains all of its Proprietary Rights in and to its Confidential Information, except the disclosing Party hereby grants to the receiving Party the limited right and license, on a non-exclusive, APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. IQ Motorola Solutions Confidential Restricted Contractual Documentation 3-30 Elgin Police Department July 20,2021 irrevocable, and royalty-free basis, to use the Confidential Information for any lawful, internalbusiness purpose in the manner and to the extent permitted by this Addendum. PRESERVATION OF PROPRIETARY RIGHTS. 15.2.1 Proprietary Solution. Customer acknowledges that the Licensed Products and any associated Documentation, data, and methodologies used in providing Services are proprietary to Motorola or its third party licensors and contain valuable trade secrets. In accordance with this Addendum, Customer and its employees shall treat the Solution and all Proprietary Rights as Confidential Information and will maintain the strictest confidence. 15.2.2. Ownership. Each Party owns and retains all of its Proprietary Rights that exist on the Effective Date. Motorola owns and retains all Proprietary Rights that are developed, originated, or prepared in connection with providing the Deliverables or Services to Customer, and this Addendum does not grant to Customer any shared development rights. At Motorola's request and expense, Customer will execute all papers and provide reasonable assistance to Motorola to enable Motorola to establish the Proprietary Rights. Unless otherwise explicitly stated herein, this Addendum does not restrict a Party concerning its own Proprietary Rights and is not a grant (either directly or by implication, estoppel, or otherwise)of a Party's Proprietary Rights to the other Party. 15.3 Remedies. Because Licensed Products contain valuable trade secrets and proprietary information of Motorola, its vendors and licensors, Customer acknowledges and agrees that any actual or threatened breach of this Section will constitute immediate, irreparable harm to Motorola for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. Notwithstanding anything in this Addendum to the contrary, Motorola reserves the right to obtain injunctive relief and any other appropriate remedies from any court of competent jurisdiction in connection with any actual, alleged, or suspected breach of Section 3, infringement, misappropriation or violation of Motorola's Property Rights, or the unauthorized use of Motorola's Confidential Information. Except as otherwise expressly provided in this Addendum, the parties' rights and remedies under this Addendum are cumulative. 16. GENERAL 16.1 Future Regulatory Requirements. The Parties acknowledge and agree that this is an evolving technological area and therefore, laws and regulations regarding Subscription Services and use of the Solution may change. Changes to existing Subscription Services or Solution required to achieve regulatory compliance may be available for an additional fee. An required changes may also impact the Fees for services. Y q 9 Y P 16.2 Compliance with Applicable Laws. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Addendum. Further, Customer will comply with all applicable export and import control laws and regulations in its use of the Licensed Products and Subscription Services. In particular, Customer will not export or re-export the Licensed Products without Motorola's' prior written consent, and, if such consent is granted, without Customer first obtaining all required United States and foreign government licenses. Customer further agrees to comply with all applicable laws and regulations in providing the Customer Data to Motorola, and Customer warrants and represents to Motorola that APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Contractual Documentation 3-31 Elgin Police Department July 20,2021 Customer has all rights necessary to provide such Customer Data to Motorola for the uses as contemplated hereunder. Customer shall obtain at its expense all necessary licenses, permits and regulatory approvals required by any and all governmental authorities as may from time to time be required in connection with its activities related to this Addendum. To the extent permitted by applicable law, Customer will defend, indemnify, and hold harmless Motorola from and against any violation of such laws or regulations by Customer or any of its agents, officers, directors, or employees. 16.3 Audit. Motorola reserves the right to monitor and audit use of the Subscription Services. Customer will cooperate and will require Users to cooperate with such monitoring or audit. 16.4 Assignability. Except as provided herein, neither Party may assign this Addendum or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Addendum to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a"Separation Event'), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Addendum such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Addendum. 16.5 Subcontracting. Motorola may subcontract any portion of the Subscription Services without prior notice or consent of Customer. 16.6 Waiver. Failure or delay by either Party to exercise a right or power will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 16.7 Severability. If a court of competent jurisdiction renders any part of this Addendum invalid or otherwise unenforceable, that part will be severed and the remainder of this Addendum will continue in full force and effect. 16.8 Independent Contractors. Each Party will perform its duties under this Addendum as an independent contractor. The parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Addendum will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Addendum will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 16.9 Headings. The section headings in this Addendum are inserted only for convenience and are not to be construed as part of this Addendum or as a limitation of the scope of the particular section to which the heading refers. This Addendum will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 16.10 Governing Law. This Addendum and the rights and duties of the parties will be governed by and interpreted in accordance with the laws of the State of Illinois. APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Contractual Documentation 3-32 Elgin Police Department July 20,2021 16.11 Notices. Notices required under this Addendum to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt. 16.12 Authority To Execute Addendum. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Addendum and to perform its duties under this Addendum; the person executing this Addendum on its behalf has the authority to do so; upon execution and delivery of this Addendum by the parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Addendum does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 16.13 Return of Equipment. Upon termination of the contract for any reason, Customer shall return to Motorola all equipment delivered to Customer, if any. 16.14. Survival Of Terms. The following provisions survives the expiration or termination of this Addendum for any reason: if any payment obligations exist, Section 5 (Subscription Fees); Section 11 (Limitation of Liability); Section 12 (Default and Termination); Section 13 (Disputes); Section 15 (Confidential Information and Proprietary Rights);; and all General provisions in Section 16. 16.15. ENTIRE AGREEMENT. This Addendum, the Primary Agreement, and any Incorporated Documents or related attachments constitute the entire agreement of the Parties regarding the subject matter of this Addendum and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Addendum may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Addendum, even if a representative of each Party signs that document. In witness whereof, the parties hereto have executed this Addendum as of the Effective Date. CUSTO MOTOROLA SOLO NS, INC. BY: BY: NAME: Richard G. Kozal NAME: TITLE: City Manager TITLE-:�'�IWAl U Vl DATE: December 15, 2021 DATE: 16413 f/049d BILL TO ADDRESS: SHIP TO ADDRESS(If applicable): APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 3-33 Elgin Police Department July 20,2021 Name: Address: Address: Name: Address: Address: Phone#: Email: Note:Invoices will be emailed to this address. FINAL DESTINATION (If applicable): Name: Address: Address: Phone#: Phone#: APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 3-34 Elgin Police Department July 20,2021 Subscription Services Addendum Exhibit A: Verizon Service Terms -APXNext For purposes of this Addendum, "Service" means wireless services provided directly or indirectly by Verizon which may include but it is not limited to data transmission services between wireless devices and computer servers or other machines, or between wireless devices, with limited or no manual intervention or supervision. Customer acknowledges that Motorola is not a Telecommunications Services Provider, as defined In the 4 7 U.S.C.A sec. 163, and to Include within that definition, but not be limited lo, Inter- exchange Carrier, BLEC, CLEC, ILEC and/or DLEC, or wireless service provider pursuant to licenses Issued by the FCC pursuant to the FCC's rules. Customer agrees to comply with the additional responsibilities for access to and use of the Service provided by Verizon: Service Availability. The Service uses radio technologies and is subject to transmission and service area limitations, interruptions and dropped calls caused by atmospheric, topographical or environmental conditions, cell. site availability, equipment or its installation, governmental regulations, system limitations, maintenance or other conditions or activities affecting Service operation. The Service and/or features may not be available in all areas. The Service is only available within each applicable calling plan coverage area, within the operating range of the wireless systems, and with equipment that is authorized to operate on Verizon's network. WARRANTY DISCLAIMER. VERIZON AND ITS AFFILIATES AND CONTRACTORS MAKE NO WARRANTIES WHATSOEVER, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, DURABILITY, FITNESS FOR USE, QUALITY, PERFORMANCE OR NON-INFRINGEMENT OF THE SERVICE OR EQUIPMENT OR THEIR USE IN CONNECTION WITH THE CUSTOMER PROVIDED EQUIPMENT OR THE COMPANY PRODUCT OR SERVICE.WITH RESPECT TO VERIZON. Content Disclaimer. Neither Verizon nor Motorola exercises control over nor has any responsibility for the accuracy, quality, security or other aspect of any content accessed, received, transmitted, stored, processed or used through Verizon facilities or any Services (except to the extent particular Services explicitly state otherwise). Customer accesses, receives, transmits, stores, processes, or uses any content at its own risk. Customer is solely responsible for selecting and using the level of security protection needed for the content it is accessing, receiving. storing, processing or using, including without limitation Customer Data, individual health and financial content. Verizon is not responsible if the level of security protection Customer uses for any particular content is insufficient to prevent its unauthorized access or use, to comply with applicable law, or to otherwise fully protect the interests of Customer and others in that content. Use of Customer Data. Verizon, Verizon Affiliates and their respective agents, may use, process and/or transfer Customer Data (including intra-group transfers and transfers to entities in countries that do not provide statutory protections for personal information): (a) in connection with provisioning of Services; (b)to incorporate Customer Data into databases controlled by Verizon, Verizon Affiliates or their respective agents for the purpose of providing Services; administration; provisioning; billing and reconciliation; verification of Customer identity, solvency and creditworthiness; maintenance, support and product development; fraud detection and prevention; sales, revenue and customer analysis and reporting; market and customer use analysis; and(c)to communicate to Customer regarding Services. Network Monitoring. Transmissions passing through Verizon Facilities may be subject to legal intercept APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 3-35 Elgin Police Department July 20,2021 and monitoring activities by Verizon, its suppliers or local authorities in accordance with applicable local law requirements. To the extent consent or notification is required by Customer or end users under applicable data protection or other laws, Customer grants its consent under this Agreement and represents that it will have at all relevant times the necessary consents from all end users. Customer Consent. Customer warrants that it has obtained or will obtain all legally required consents and permissions from relevant parties(including data subjects)for the use, processing and transfer of Customer Data as described in this clause. Customer Consent to Use of U.S. Customer Proprietary Network Information ("CPNI"). [Not Applicable to Arizona customers.] Verizon and its affiliates (the "Verizon Companies") may need Customer's permission to share information about Customer as described below. The Federal Communications Commission ("FCC") and various states require Verizon to protect certain information that is made available to it solely by virtue of Customer relationship with it. This information is known as Customer Proprietary Network Information CPNI"), and it includes information relating to the quantity, technical configuration, type, destination, location, and amount of use of Customer telecommunications services purchased (including specific calls Customer makes and receives) and related local and toll billing information. CPNI does not include subscriber lists or published information (listed or unlisted), such as Customer's name, telephone number and address; such information is not subject to the CPNI rules' use limitations. The Verizon Companies acknowledge that Customer has a right under federal and state law to protect the confidentiality of Customer's CPNI, and to direct the Verizon Companies not to use Customer's CPNI or to limit use and disclosure of and access to it, and the Verizon Companies have a duty to comply with the limitations Customer designates. By its signature on this Agreement, Customer grants the Verizon Companies permission, solely for the purpose of offering Customer current and future products and services available from the Verizon Companies and from the Vodafone Companies, to use, to permit access to and to disclose Company's CPNI among the Verizon Companies, to their agents, contractors, and partners, and to the Vodafone Companies. (The "Vodafone Companies" refers to Vodafone Group PLC, Vodafone Group Service Limited, their affiliates and partner networks). User Disclosures. THE CUSTOMER UNDERSTANDS AND AGREES THAT IT: (1) HAS NO CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING SERVICE PROVIDER OR ITS AFFILIATES OR CONTRACTORS; (2) ISNOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN MOTOROLA SOLUTIONS INC. AND THE UNDERLYING CARRIER; AND(3)ACKNOWLEDGES AND AGREES THAT THE UNDERLYING CARRIER AND ITS AFFILIATES AND CONTRACTORS SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO CUSTOMER AND CUSTOMER HEREBY WAIVES ANY AND ALL CLAIMS OR DEMANDS THEREFOR. LIMITATION OF LIABILITY. NOTWITHSTANDING SECTION 11 OF THE AGREEMENT, NEITHER MOTOROLA NOR VERIZON AND THEIR AFFILIATES AND CONTRACTORS WILL HAVE ANY LIABILITY TO CUSTOMER OR ANY END USER: A) IF CHANGES IN THE SERVICE OR IN THE VERIZON NETWORK, SYSTEMS, OPERATIONS, EQUIPMENT, POLICIES OR PROCEDURES RENDER OBSOLETE OR OUTDATED ANY EQUIPMENT, HARDWARE, DEVICES OR SOFTWARE; B) FOR ANY CAUSES OF ACTION, LOSSES OR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF (1) MISTAKES, OMISSIONS, INTERRUPTIONS, ERRORS, OR DEFECTS IN FURNISHING THE SERVICE, (II) FAILURES OR DEFECTS IN THE VERIZON NETWORK OR SYSTEMS, C)FOR ANY INJURY TO PERSONS OR PROPERTY, LOSSES (INCLUDING ANY LOSS APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 3-36 Elgin Police Department July 20,2021 OF BUSINESS), DAMAGES, CLAIMS OR DEMANDS OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, USE OR INABILITY TO USE THE SERVICE, RELIANCE BY CUSTOMER ON ANY DATA PROVIDED OR OBTAINED THROUGH USE OF THE SERVICE, ANY INTERRUPTION, DEFECT, ERROR, VIRUS, OR DELAY IN OPERATION OR TRANSMISSION, ANY FAILURE TO TRANSMIT OR ANY LOSS OF DATA ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT. IN NO EVENT SHALL VERIZON, MOTOROLA, OR ITS VENDORS BE LIABLE FOR LOSSES, DAMAGES, CLAIMS OR EXPENSES OF ANY KIND ARISING OUT OF THE USE OR ATTEMPTED USE OF, OR THE INABILITY TO ACCESS, LIFE SUPPORT OR MONITORING SYSTEMS OR DEVICES, 911 OR E91 I, OR OTHER EMERGENCY NUMBERS OR SERVICES; OR INTENTIONAL MISCONDUCT. FOR THE AVOIDANCE OF DOUBT, UNDER NO CIRCUMSTANCES SHALL VERIZON'S OR MOTOROLA'S EXERCISE OF ANY RIGHTS SET FORTH IN THIS ADDENDUM BE DEEMED WILLFUL OR INTENTIONAL MISCONDUCT. APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. QMotorola Solutions Confidential Restricted Contractual Documentation 3-37 Elgin Police Department July 20,2021 MAINTENANCE AND SUPPORT ADDENDUM This Addendum to the Communications Product Agreement or other previously executed Agreement currently in force, as applicable ("Primary Agreement") provides additional or different terms and conditions to govern the sale of Maintenance and Support services. The terms in this Addendum are integral to and incorporated into the Primary Agreement signed by the Parties. 1. DEFINITIONS All capitalized terms not otherwise defined herein shall have the same meaning as defined in the Agreement. "Services" means those installation, maintenance, support, training, and other services described in this Agreement. 2. SCOPE Motorola will provide Maintenance and Support Services as further described in the applicable Statement of Work, or attachment to Motorola's proposal for additional services. 3. TERMS AND CONDITIONS The terms of the Primary Agreement combined with the terms of this Addendum will govern the products and services offered pursuant to this Addendum. To the extent there is a conflict between the terms and conditions of the Primary Agreement and the terms and conditions of this Addendum, this Addendum takes precedence. 3.1 PURCHASE ORDER ACCEPTANCE. Purchase orders for additional, continued, or expanded maintenance and software support, during the Warranty Period or after the Warranty Period, become binding only when accepted in writing by Motorola. 3.2 START DATE. The "Start Date" for Maintenance and Support Services will be indicated in the proposal or a cover page entitled "Service Agreement". 3.3 TERMINATION. Written notice of intent to terminate must be provided thirty (30) days or more prior to the anniversary date. If Motorola provides Services after the termination or expiration of this Addendum, the terms and conditions in effect at APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 3-38 Elgin Police Department July 20,2021 the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates. In the event Customer elects to terminate this Agreement for any reason other than default, Customer shall pay Motorola for all services performed. 3.3.1 Unearned Discount: If the Customer terminates a multi-year Agreement before the end of the Term, for any reason other than Motorola default, then the Customer will pay to Motorola an early termination equal to the discount applied to the last three (3) years of Service payments for the original Term. This is not a penalty but a reconciliation of the discounted pricing schedule for a multi-year commitment. 3.4 EQUIPMENT DEFINITION. For maintenance and support services, Equipment will be defined to mean the hardware specified in the applicable SOW or attachments to the maintenance and support proposal. 3.5 ADDITIONAL HARDWARE. If Customer purchases additional hardware from Motorola that becomes part of the System, the additional hardware may be added to this Agreement and will be billed at the applicable rates after the warranty period for that additional equipment expires. Such hardware will be included in the definition of Equipment. 3.6 MAINTENANCE. Equipment will be maintained at levels set forth in the manufacturer's product manuals and routine procedures that are prescribed by Motorola will be followed. Motorola parts or parts of equal quality will be used for Equipment maintenance. 3.7 EQUIPMENT CONDITION. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Addendum. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay maintenance and support fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically maintained for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to maintain that Equipment. 3.8 EQUIPMENT FAILURE. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement and applicable SOW. APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 3-39 Elgin Police Department July 20,2021 3.9 INTRINSICALLY SAFE. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 3.10 EXCLUDED SERVICES. a) Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. b) Unless specifically included in this Agreement, 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 multi coupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. 3.11 TIME AND PLACE. Service will be provided at the location specified in this Addendum and/or the SOW. When Motorola performs maintenance, support, or installation at Customer's location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Addendum or applicable SOW, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Addendum or applicable SOW, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. 3.12 CUSTOMER CONTACT. Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty- four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. 4. PAYMENT 4.1 Customer affirms that a purchase order or notice to proceed is not required for the duration of this service contract. APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 3-40 Elgin Police Department July 20,2021 Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer shall pay each invoice in U.S. dollars within thirty (30) days of the invoice date. 5. ENTIRE AGREEMENT. This Addendum, any related attachments, and the Primary Agreement, constitutes the entire agreement of the Parties regarding the subject matter of this Addendum and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Addendum may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Addendum, even if a representative of each Party signs that document. Information without the express written permission of Motorola Solutions. MOTOROLA,MOTO,MOTOROLA SOLUTIONS,and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.All other trademarks are the property of their respective owners.©2021 Motorola Solutions,Inc.All rights reserved. Elgin Police Department July 20,2021 EXHIBIT D Information without the express written permission of Motorola Solutions. MOTOROLA,MOTO,MOTOROLA SOLUTIONS,and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.All other trademarks are the property of their respective owners.0 2021 Motorola Solutions,Inc.All rights reserved. Elgin Police Department July 20,2021 rr MOTOROLA SOLUTIONS PROPOSALMOTOROLA SOLUTIONS E LG I N APXN EXT P RO POSAL APX NEXT i il L), k THE CITY IN THE SUBURBS' The design,technical,pricing,and other information("Information")furnished with this submission is proprietary and/or trade secret information of Motorola Solutions,Inc.("Motorola Solutions")and is submitted with the restriction that it is to be used for evaluation purposes only.To the fullest extent allowed by applicable law,the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola Solutions. MOTOROLA,MOTO,MOTOROLA SOLUTIONS,and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.All other trademarks are the property of their respective owners.0 2021 Motorola Solutions,Inc.All rights reserved. Elgin Police Department © MOTOROLA SOLUTIONS Motorola Solutions,Inc. 500 W Monroe Street,Ste 4400 Chicago,IL 60661-3781 USA August 6, 2021 Chief Ana Lalley Elgin Police Department 151 Douglas Ave Elgin, IL 60120 RE: Motorola Solutions APXNext & Aware Premium Subscription Proposal Dear Chief Ana Lalley, Motorola Solutions, Inc. is pleased to have the opportunity to provide the Elgin Police & Fire Department quality radio communications equipment and services. Motorola Solutions' project team has taken great care to propose a solution to address your needs and provide exceptional value. The proposed solution includes a combination of hardware, software and services. Specifically, this solution provides a multiyear subscription to APXNext Application Services and Command Central Aware solution. This proposal is subject to the terms and conditions of a new Communications Products Agreement. The proposal shall remain valid until December 15st, 2021. Motorola Solutions would be pleased to address any concerns Elgin Police & Fire Departments may have regarding the proposal. Any questions can be directed to John Playsic, Account Manager at 847-343-4117, (John.Playsic@motorolasolutions.com). Our goal is to provide Elgin Police & Fire Departments with the best products and services available in the communications industry. We thank you for the opportunity to implement the proposed communications solution for you, and we hope to strengthen our relationship by implementing this project. Sincerely, Motorola Solutions, Inc. Nicole Sherrill MSSI Vice President Elgin Police Department July 20,2021 APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Table of Contents i Elgin Police Department TABLE OF CONTENTS July20,2021 Section 1 APXNEXT Radio Solution.............................................................................................................. 1-1 1.1 Solution Summary........................................................................................................... 1-1 1.2 Overview......................................................................................................................... 1-1 1.3 Managing and Provisioning Devices................................................................................ 1-2 1.4 Evolving With Updates and Upgrades.............................................................................. 1-3 1.5 Securing Communications............................................................................................... 1-3 1.6 SmartLocate Application Service ..................................................................................... 1-4 1.7 SmartConnect Application Service................................................................................... 1-4 1.8 SmartMapping Application Service .................................................................................. 1-5 1.9 SmartProgramming Application Service........................................................................... 1-6 1.10 APXNEXT Starcom Features........................................................................................... 1-6 Section 2 PricingSummary ............................................................................................................................ 2-1 2.1 Elgin Police Pricing.......................................................................................................... 2-1 2.2 Elgin Fire Pricing ............................................................................................................. 2-3 2.3 Total Police & Fire Pricing ............................................................................................... 2-6 Section 3 Contractual Documentation............................................................................................................. 3-1 Elgin Police Department July 20,2021 APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. QMotorola Solutions Confidential Restricted Table of Contents i Elgin Police Department July 20,2021 SECTION 1 APX NEXT RADIO SOLUTION 1.1 SOLUTION SUMMARY Motorola Solutions, Inc. proposes an APX NEXT solution for the City of Elgin Police & Fire agencies. The solution includes: • (253)APXNext Police Radios with accessories • 199 APXNextXE Fire Radios with accessories UL Div2 Rating) A Multiyear Broadband LTE Application services along with Device Management Services are included in this proposal. Illinois State Contract discounts were applied to all the radios and (1)year free airtime is being provided at no cost for all Radios purchased. 1 .2 OVERVIEW APX NEXT is Motorola Solutions' next-generation P25 platforms purpose-built for first responders to access and act on information while maintaining their focus in critical situations. With natural and accessible touch interface, best-in-class audio optimized forhigh-noise environments, and extended coverage through broadband connectivity, APXNEXT delivers actionable intelligence to the point of engagement for personnel to stay connected and in control wherever the mission takes them. Equipped with broadband, LTE, WiFi, Bluetooth 5.0, and GPS capabilities, APX NEXT brings future-ready applications, services, and best-in- class connectivity to the field and control room. The APX NEXT platform's cloud-based provisioning system will allow your agency to quickly procure, provision, and update the APX NEXT fleet, reducing the downtime needed to get devicesinto the field and saving your support staff valuable time. Key benefits and advanced capabilities of the APX NEXT device include the following: • SmartTouch Experience— Easier operation with a redefined touch UI, centered around a new 3.6" impact resistant touch display and shallow menu hierarchy that offer more information at a glance and quicker engagement with critical applications. This cleaner and more intuitive visual layout increases the usability of the APX NEXT radio and helps your users find the information they need without pause or distraction. • Ruggedized, Ergonomic Design — Increased personnel safety and efficiency with an improved T-Grip ergonomic design, full-color top display, and tactile knobs for efficient use in emergency situations. Patented touch technology enables for reliable gloved use, while also making the screen immune to false actuations from water, snow, ice, or APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. Q Motorola Solutions Confidential Restricted APX NEXT Radio Solution 1-1 I Elgin Police Department July 20,2021 debris. The APX Next device meets the same MIL standards for ruggedization achieved by our APX platform radios. • Easy Fleet Management— Easier and quicker radio provisioning, remote updates, and streamlined management for support staff, delivering greater awareness of your APX NEXT fleet. Using Motorola Solutions' cloud-based RadioCentral (RC) programming, APX NEXT supports faster provisioning and deployment to get devices in the hands of responders and out into the field. Across all aspects of the radio experience deployment, operation, maintenance, and evolution APX NEXT brings critical advancements to usability and performance. This platform brings streamlined interfaces, accelerated workflows, and mission-critical reliability to your agency's operation, while the focus that responders, dispatchers, and technicians need to stay safe and effective is protected. 1.3 MANAGING AND PROVISIONING DEVICES APX NEXT delivers greater awareness and faster management of radio fleets with optimized provisioning, networking, and monitoring tools that transform accurate data into smarter action. These features enable dispatchers and network managers to make more informed operational decisions, keep radios in the field, and, above all, protect first responders'focus and safety. Device Management Services (DMS) packages provide programming, management, and maintenance services to maximize the effectiveness of this APX NEXT solution, while reducing maintenance risk, workload, and total cost of ownership. The DMS packages are separated into tiers designed for a range of customer needs, whether the solution is self- maintained or managed by Motorola Solutions. Using Motorola Solutions' cloud-based RadioCentral (RC) programming, APX NEXT supports faster provisioning and deployment to get devices in the hands of responders and out into the field. Parameters such as talk groups, interface options, and security keys can be programmed remotely within minutes. Access to RadioCentral is provided through the Device Management Service package. The figure below illustrates the expedited RC provisioning process of APX NEXT. ' �F 4 Secure bgm is required RC User enter migrates (Template assignment vrarl RC User stapes bitch jobs for to access RC A defouh APX template or sums with Cenfigurotion 5 SW updates configuration has been default confq codeplugs for RC User assigns the ASK needs to be plugged into created on RC for further all the radios in their fleet conbguntion to a target the PC to~the job development Fie uVedn system definition, group of radios ges zone/channel,talkgroup RC pt of ra"acknovia Ul a fa dsoh receipt of radios via UI end jobs are sloeiaasai Figure 1-1:APX NEXT Provisioning Process via RadioCentral APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted APX NEXT Radio Solution 1-2 Elgin Police Department July 20,2021 1 .4 EVOLVING WITH UPDATES AND UPGRADES APX NEXT is a future-ready platform that will evolve alongside users through updates and upgrades, delivering expanded mission-critical capabilities while keeping personnel in the field where they are needed. To this end, APX NEXT eliminates the extended downtime and shop visits often associated with device upgrades; now, software patches can be automatically installed regardless of geographic location over a broadband connection, or, ifproposed, immediately pushed to the field over LTE with Motorola Solutions' SmartProgramming service. This streamlined process eliminates bottlenecks in the upgrade process and delivers important new features into users' hands. Firmware upgrades will also fit more seamlessly into workflows to avoid unnecessary disruptions. The figure below illustrates how feature updates are easily deployed to the entire radio fleet. Stage/Activ ate RC user securely login RC RC User sins batch lobs and schedule Wconfig for Configuration a SW update lobs for the target updates.ASK needs to be group of rectos plugged into dro PC to stage the lob Figure 1-2:Typical Firmware and Configuration Update Process via RadioCentral 1 .5 SECURING COMMUNICATIONS APX NEXT uses Motorola Solutions' hardened End-to-End security to protect communications and allow only authorized units in the system to listen to transmissions. End-to-End security provides seamless protection from the device and data in transit to the cloud and the LMR system. This solution ensures each component in the system is designed and validated against ongoing threat assessments to ensure vulnerabilities are detected and remedied, while potential new vulnerabilities will be addressed with seamless security updates. This offers transparent, real-time protection and keeps critical information and infrastructure safe. APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted APX NEXT Radio Solution 1-3 Elgin Police Department July 20,2021 Public ygplomr � frf[a!a l >► ASTRO System 4 i ASTRO RHI Radio �+ — -- �� ~ Radio on H LTE Firewall ton LMR t TO END SECURITY PROTECTION • Figure 1-3: Motorola Solutions' End-to-End Security Solution 1 .6 SMARTLOCATE APPLICATION SERVICE The APX NEXT SmartLocate application sends accurate GPS location information of field personnel over a broadband network, enabling dispatchers to track units more frequently and improve resource deployment. With Dynamic Mode, SmartLocate can dynamically switch from LTE to P25 to continue sending location reports, without requiring the user to change inputs. This fallback capability provides an extra layer of reliability and enhances location tracking to build an effective operating picture as situations evolve. The use of broadband increases the frequency of location reporting beyond an LMR system to allow for a higher number of users without LMR infrastructure capacity limitations. SmartLocate also enhances location information accuracy using nearby cell-towers and WiFi access points. This leads to more accurate APX NEXT radio unit tracking and improved location performance when a user moves indoors or enters marginal conditions(deep street canyons, forested areas). SmartLocate is seamlessly integrated with CommandCentral Aware and features location triggers such as time, distance, push-to-talk (PTT), emergency, and accelerated cadence during emergency. The SmartLocate Application Service is proposed as a subscription- based model that optimizes budget and scales to meet evolving needs. SmartLocate provides enhanced capabilities to existing CommandCentral Aware application investments. 1.7 SMARTCONNECT APPLICATION SERVICE First responders need to know that they are covered and supported with critical intelligence no matter where the mission takes them. Leveraging APX NEXT and supported devices, SmartConnect keeps users connected and maintains critical LMR features through a broadband connection. By seamlessly switching between P25 LMR and LTE cellular networks, SmartConnect extends reliable PTT communications as radio users roam onto supported broadband networks. Authentication, status, talkgroups, and encryption are all APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted APX NEXT Radio Solution 1-4 Elgin Police Department July 20,2021 preserved automatically, without interruptions or resets to ensure that end users continue to have access to the critical features they need in emergency situations. Smart Coeeect Gateway Liublec P25 vorce and data too APX devices to be routed into the ASTRO system through a broadband network d"We k"a seatntess user expetlence peer s r �w LMR Multtcast hrewall +nConned Gateway Prom L Hosted m the Cloud ASTRG Network 65. -I- 1 P25 Broadband Coverage Coverage Figure 1-4:APX NEXT Network Elements of SmartConnect SmartConnect allows users to retain most P25 radio features when out of range of LMR, including the following: • Agency Groups. • Dynamic Regrouping. • Call Alert. • Emergency Call &Alarm. • FDMA/TDMA to/from LMR System. • Group Call Clear/Encrypted. • Group Regrouping. • Multigroup. • PTT ID. • Priority Monitor Scan. • Radio Authentication. • Radio Check. • Radio Inhibit/Uninhibit. • Radio Interrupt/Console Takeover. • Status Update. • ViQi Virtual Partner via LMR network. The SmartConnect Application Service is proposed as a subscription-based model to optimize budget and scale to meet evolving needs. 1 .8 SMARTMAPPING APPLICATION SERVICE The SmartMapping application provides precise and accessible location information for field users on APX NEXT's modernized map interface, improving situational awareness and informing response. Users can see their own location and the location/status of other officers at a glance and immediately tap to communicate with these personnel. APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted APX NEXT Radio Solution 1-5 Elgin Police Department July 20,2021 SmartMapping streamlines engagement by providing access to the application directly from the APX NEXT home screen to best support users wherever the mission takes them. r MAP ® MAP Adrian,Lucas ,,..­h, LodISZ 1.1 A Local My location X �t CSQ 8000 West Sunrise e Boulevard,Plantation, Florida 33322 ••• Z ... Scan List contact More -+- Q 8000 W Sunrise Blvd, Plantation,FL 33322 V Night Mod, 8,,ghlness Setting- Figure 1-5:SmartMapping Widget,Map View,and Location Pop-Up Display(Left to Right) SmartMapping also provides the following capabilities for APX NEXT users: • Search for specific agency users to communicate with by using accessible, on-screen navigation and search tools. • Select map layers to get a different view of an area, including Street View, Terrain, or Satellite Image. • Adapt to changing agency needs as new integrations and capabilities are introduced into the SmartMapping application. 1.9 SMARTPROG RAMMING APPLICATION SERVICE Leveraging Device Managed Services (DMS) and RadioCentral provisioning capabilities, the SmartProgramming application allows radios to be updated anywhere within an agency's local LTE network coverage area. APX NEXT devices no longer need to be tied to a computer via USB cable, limited to WiFi network coverage, or gated by Land Mobile Radio (LMR) bandwidth. SmartProgramming allows the APX NEXT device to take advantage of LTE broadband data speeds to pull programming jobs from RadioCentral devices in minutes. The SmartProgramming Application Service is proposed as a subscription-based model to optimize budget and scale to meet evolving needs. 1.10 APXNEXT STARCOM FEATURES • LMR features included in the radio • 7/800—UHF-VHF Band APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted APX NEXT Radio Solution 1-6 Elgin Police Department July 20,2021 • TDMA • -WiFi • Enhanced Data • AES/ADP w/Mulitikey APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. 4 Motorola Solutions Confidential Restricted APX NEXT Radio Solution 1-7 Elgin Police Department July 20,2021 SECTION 2 PRICING SUMMARY 2.1 ELGIN POLICE PRICING Item Number Description Qty Term Unit Sale Ext. Sale Price Price APXTm NEXT APX NEXT SINGLE BAND MODEL 4.5 H45TGT9PW8AN PORTABLE. 253 $3,398.15 $859,731.95 QA00569AP ADD: 7/80OMHZ BAND. 253 $0.00 $0.00 QA00570AW ADD: VHF BAND+. 253 $730.00 $184,690.00 H499KC ENH:SUBMERSIBLE (DELTAT). 253 $109.50 $27,703.50 H38DA ADD:SMARTZONE OPERATION. 253 $1,095.00 $277,035.00 ADD: ASTRO DIGITAL CAI Q806CH OPERATION. 253 $375.95 $95,115.35 Q361CD ADD: P25 9600 BAUD TRUNKING. 253 $219.00 $55,407.00 QA03399AK ADD: ENHANCED DATA. 253 $109.50 $27,703.50 QA00580BA ADD:TDMA OPERATION. 253 $328.50 $83,110.50 QA09001AM ADD: WIFI CAPABILITY. 253 $219.00 $55,407.00 Q629BD ENH:AES ENCRYPTION AND ADP. 253 $346.75 $87,727.75 Q173CA ADD: SMARTZONE OMNILINK. 253 $0.00 $0.00 H869DB ENH: MULTIKEY. 253 $240.90 $60,947.70 ADD: MOTOROLA HOSTED QA09030AA RADIOCENTRAL. 253 $0.00 $0.00 ADD: APX NEXT DMS BUNDLE H637AA PROMO. 253 -$22.95 -$5,806.35 ADD:APX NEXT APPLICATION H636AB BUNDLE PROMO. 253 -$300.00 -$75,900.00 ADD: SMART LOCATE MAPPING H638EA TRIAL PROMO. 253 -$56.00 -$14,168.00 BATTERY PACK,IMPRES GEN2, NNTN9216A LIION,IP68,4400T. 253 $149.65 $37,861.45 APX NXT DMS SMART INSIGHT 12 LSVOlPO1903A DIAGNSTC-PROMO. 253 MONTHS $0.00 $0.00 APX NXT DMS SMART INSIGHT 12 LSVOlPO1904A USAGE-PROMO. 253 MONTHS $0.00 $0.00 APX NXT DMS SMART INSIGHT 12 LSVOlPO1905A BATTERY-PROMO. 253 MONTHS $0.00 $0.00 APX NEXT DMS ADVANCED W ACC 12 LSVOlPO1415A DMG-PROMO. 253 MONTHS $179.40 $45,388.20 SSVOlPO1407B APX NEXT SMART PROG-PROMO. 253 1 YEAR $75.00 $18,975.00 APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Pricing Summary 2-1 Elgin Police Department July 20,2021 APX NEXT SMART CONNECT- SSV01PO1406A PROMO. 253 1 YEAR $75.00 $18,975.00 SSV0lP01476A APX NEXT SMART LOCATE-PROMO. 253 1 YEAR $75.00 $18,975.00 APX NEXT SMART MAPPING- SSV01PO1902A PROMO. 253 1 YEAR $75.00 $18,975.00 SSVOlP01685B SMART LOCATE MAPPING TRIAL. 253 1 YEAR $56.00 $14,168.00 APX NEXT DMS ADVANCED W ACC 24 LSV0lS01415A DMG. 253 MONTHS $358.70 $90,751.10 24 SSV0lS01407A APX NEXT SMART PROG. 253 MONTHS $150.00 $37,950.00 24 SSV0lS01406A APX NEXT SMART CONNECT. 253 MONTHS $150.00 $37,950.00 24 SSV0lS01476A APX NEXT SMART LOCATE. 253 MONTHS $150.00 $37,950.00 24 SSV01S01907A APX NEXT SMART MAPPING. 253 MONTHS $150.00 $37,950.00 APX NEXT DMS TRAINING VIRTUAL PSV0lS01742A (1 SEAT). 5 $1,700.00 $8,500.00 IMPRES 2 SUC, 3.OA, 120VAC,TYPE A NNTN9199A PLUG, NA. 253 $114.61 $28,996.33 CHARGER, MULTI-UNIT, IMPRES G2, 6-DISP, US/NA/CA/LA PLUG, ACC- NNTN9115A CHARGER. 16 $959.95 $15,359.20 RX ONLY EXTRA LOUD EARPIECE RLN4941BXL W/TRANSLUCENT TUBE. 253 $62.05 $15,698.65 AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,XV REMOTE PMMN4123A SPEAKER MICROPHONE. 253 $317.55 $80,340.15 APX NEXT DIMS ADVANCED W ACC 24 LSV0lS01415A DMG. 253 MONTHS $358.70 $90,751.10 24 SSV0lS01407A APX NEXT SMART PROG. 253 MONTHS $150.00 $37,950.00 24 SSVOlS01406A APX NEXT SMART CONNECT. 253 MONTHS $150.00 $37,950.00 24 SSV0lS01476A APX NEXT SMART LOCATE. 253 MONTHS $150.00 $37,950.00 24 SSVOlS01907A APX NEXT SMART MAPPING. 253 MONTHS $150.00 $37,950.00 T8476B KVL 5000. 2 $4,500.00 $9,000.00 CA00182AW ADD:AES ENCRYPTION SOFTWARE. 2 $0.00 $0.00 ADD: NORTH AMERICA MICRO USB CA03467AA CHARGER 100/240V. 2 $0.00 $0.00 CA03358AA ADD:ASTRO 25 MODE. 2 $0.00 $0.00 APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Pricing Summary 2-2 Elgin Police Department July 20,2021 CA00243AJ ADD:ADP PRIVACY. 2 $225.00 $450.00 STARTECH.COM SIN MICRO USB TO USB OTG HOST ADAPTER M/F- USB DQUUSBOTG ADAPTER. 1 $13.00 $13.00 POWER SUPPLY ADAPTOR,POWER- WALL CUBE,AC,DC,POWER SUPPLY WALL CUBE,AC,DC,7.5W,100V- PS000339AO2 240V,MICROUSB,EU. 2 $23.25 $46.50 PMNN4549A BATT IMPRES 2 LIION 2925T. 2 $60.00 $120.00 SSVOOS01684A LOCATION SERVICES. 1 1 YEAR $0.00 $0.00 SSVOOS02383A AWARE STARTER. 1 1 YEAR $0.00 $0.00 SITUATIONAL AWARENESS DELIVERY ISVOOS01852A SERVICES. 1 $0.00 $0.00 SSVOOS02384A AWARE STANDARD. 1 4 YEAR $88,853.00 $88,853.00 BATTERY PACK,IMPRES GEN2, NNTN9216A LIION,IP68,4400T. 206 $149.65 $30,827.90 RX ONLY EXTRA LOUD EARPIECE RLN4941BXL W/TRANSLUCENT TUBE. 26 $61.38 $1,595.88 AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,XV REMOTE PMMN4123A SPEAKER MICROPHONE. 28 $317.55 $8,891.40 SUBTOTAL PRICING $2,665,816.90 2.2 ELGIN FIRE PRICING Item Number Description Qty Term Unit Sale Ext.Sale Price Price APXTm NEXT APX NEXT;ALL-BAND MODEL 4.5 H55TGT9PW8AN PORTABLE. 199 $5,469.16 $1,088,362.84 QA01427AK ALT:APX NEXT XE HOUSING GREEN. 199 $18.25 $3,631.75 ADD:APX NEXTXE M4.5 RUGGED QA02006AE RADIO. 199 $511.00 $101,689.00 H499KC ENH:SUBMERSIBLE (DELTAT). 199 $109.50 $21,790.50 H38DA ADD:SMARTZONE OPERATION. 199 $1,095.00 $217,905.00 APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Pricing Summary 2-3 Elgin Police Department July 20,2021 Q806CH ADD:ASTRO DIGITAL CAI OPERATION. 199 $375.95 $74,814.05 0,629BD ENH:AES ENCRYPTION AND ADP. 199 $346.75 $69,003.25 QA03399AK ADD: ENHANCED DATA. 199 $109.50 $21,790.50 QA00580BA ADD: TDMA OPERATION. 199 $328.50 $65,371.50 QA09001AM ADD: WIFI CAPABILITY. 199 $219.00 $43,581.00 QA01843AR ADD: MANDOWN OPERATION. 199 $109.50 $21,790.50 QA00631AL ADD: DVRS PSU ACTIVATION. 199 $73.00 $14,527.00 QA09000AG ADD: DIGITAL TONE SIGNALING. 199 $109.50 $21,790.50 ADD: APX PERSONNEL Q445BC ACCOUNTABILITY. 199 $109.50 $21,790.50 Q361CD ADD: P25 9600 BAUD TRUNKING. 199 $219.00 $43,581.00 Q173CA ADD: SMARTZONE OMNILINK. 199 $0.00 $0.00 H869DB ENH: MULTIKEY. 199 $240.90 $47,939.10 ADD: MOTOROLA HOSTED QA09030AA RADIOCENTRAL. 199 $0.00 $0.00 H637AA ADD: APX NEXT DMS BUNDLE PROMO. 199 -$22.95 -$4,567.05 ADD: APX NEXT APPLICATION BUNDLE H636AB PROMO. 199 -$300.00 -$59,700.00 ADD: SMART LOCATE MAPPING TRIAL H638EA PROMO. 199 -$56.00 -$11,144.00 BATTERY PACK,BATTERY PACK,IMPRES GEN2, LIION,IP68,4400T, UL2054 DIV NNTN9217A 2. 398 $171.55 $68,276.90 APX NXT DMS SMART INSIGHT 12 LSV0lP01903A DIAGNSTC-PROMO. 199 MONTHS $0.00 $0.00 APX NXT DMS SMART INSIGHT USAGE- 12 LSV0lP01904A PROMO. 199 MONTHS $0.00 $0.00 APX NXT DMS SMART INSIGHT 12 LSV0lP01905A BATTERY-PROMO. 199 MONTHS $0.00 $0.00 APX NEXT DMS ADVANCED W ACC 12 LSV0lP01415A DMG-PROMO. 199 MONTHS $179.40 $35,700.60 SSV0lP01407B APX NEXT SMART PROG-PROMO. 199 1 YEAR $75.00 $14,925.00 SSVOlPO1406A APX NEXT SMART CONNECT-PROMO. 199 1 YEAR $75.00 $14,925.00 SSV0lP01476A APX NEXT SMART LOCATE-PROMO. 199 1 YEAR $75.00 $14,925.00 SSV0lP01902A APX NEXT SMART MAPPING-PROMO. 199 1 YEAR $75.00 $14,925.00 SSV0lP01685B SMART LOCATE MAPPING TRIAL. 199 1 YEAR $56.00 $11,144.00 APX NEXT DMS ADVANCED W ACC 24 LSVOlS01415A DMG. 199 MONTHS $358.70 $71,381.30 24 SSV0lS01407A APX NEXT SMART PROG. 199 MONTHS $288.00 $57,312.00 24 SSVOlS01406A APX NEXT SMART CONNECT. 199 MONTHS $288.00 $57,312.00 APX NEXT DMS TRAINING VIRTUAL(1 PSV0lS01742A SEAT). 5 $1,700.00 $8,500.00 APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Pricing Summary 2-4 Elgin Police Department July 20,2021 PSV00501424A APX NEXT PROVISIONING. 1 $0.00 $0.00 PSVOlS02940A SMARTMAPPING ENABLEMENT. 1 $0.00 $0.00 PSV0lS02944A PROVISIONING SUPPORT. 1 $0.00 $0.00 CARRY ACCESSORY-HOLSTER,APX NEXT PMLN8209A XE LEATHER CARRY CASE. 199 $54.75 $10,895.25 IMPRES 2 SUC, 3.OA, 120VAC,TYPE A NNTN9199A PLUG, NA. 199 $114.61 $22,807.39 ACCESSORY KIT,XVE500 REMOTE SPEAKER MIC, HIGH IMPACT GREEN PMMN4132A WITH KNOB. 199 $485.45 $96,604.55 CHARGER, MULTI-UNIT, IMPRES G2,6- DISP, US/NA/CA/LA PLUG,ACC- NNTN9115A CHARGER. 13 $959.95 $12,479.35 24 SSV0lS01407A APX NEXT SMART PROG. 199 MONTHS $288.00 $57,312.00 24 SSVOIS01406A APX NEXT SMART CONNECT. 199 MONTHS $288.00 $57,312.00 APX NEXT DMS ADVANCED W ACC 24 LSVOlS01415A DMG. 199 MONTHS $358.70 $71,381.30 SSVOOS01684A LOCATION SERVICES. 1 1 YEAR $0.00 $0.00 SSVOOS02383A I AWARE STARTER. 1 1 YEAR $0.00 $0.00 SPARES AN000297A01 ANTENNA,WHIP,WHIP,ALLBAND. 12 $80.30 $963.60 ACCESSORY KIT,XVE500 REMOTE SPEAKER MIC, HIGH IMPACT GREEN PMMN4132A WITH KNOB. 6 $485.45 $2,912.70 BATTERY PACK,BATTERY PACK,IMPRES GEN2, LIION,IP68,4400T, UL2054 DIV NNTN9217A 2. 24 $171.55 $4,117.20 SUBTOTAL PRICING $2,510,059.08 APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Pricing Summary 2-5 Elgin Police Department July 20,2021 2.3 TOTAL POLICE & FIRE PRICING (250) APXNext 7/800/VHF Police Radios w/ 5 Year DMS & $2,665,816.90 SMARTCONNECT, SMARTPROGRAMMING, SMARTLOCATE, SMARTMAPPING (199) All-Band APXNextXE Fire Radios w/ 5 Year DMS & $2,510,059.08 SMARTCONNECT,SMARTPROGRAMMING, UL DIV2 SUB TOTAL: $5,175,875.98 *Incentive based on a// items proposed: (-$569,346.35) *1 Year Free STARCOM Airtime Credit for All Radios *0% Financing for 5 Years (First Payment Due 1 Year After Contract Signed) *New APX Customer Service *Qty 400+ APXNext Required *Contract Signed by December 15th 2021 GRAND TOTAL; $4,606,529.63 FALegal Dept\Agreement\Motorola Solutions-APX Next Proposal-Clean-12-9-21.docx APX NEXT Proposal Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Pricing Summary 2-6 MOTOROLA SOLUTIONS 11/16/21 City of Elgin 150 Dexter Court Elgin IL 60120 RE:Municipal Lease#25180 Enclosed for your review,please find the Municipal Lease documentation in connection with the[radio equipment]to be leased from Motorola.The interest rate and payment streams outlined in Equipment Lease-Purchase Agreement#25180 are valid for contracts that are executed and returned to Motorola on or before December 23,2021.After 12/23/21,the Lessor reserves the option to re-quote and re-price the transaction based on current market interest rates. Please have the documents executed where indicated and forward the documents to the following address: Motorola Solutions Credit Company LLC Attn: Bill Stancik/44th Floor 500 W.Monroe Chicago IL 60661 Should you have any questions,please contact me at 847-538-4531. Thank You, MOTOROLA SOLUTIONS CREDIT COMPANY LLC Bill Stancik CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 LESSEE FACT SHEET Please help Motorola provide excellent billing service by providing the following information: 1. Complete Billing Address City of Elgin E-mail Address: Attention: Phone: 2. Lessee County Location: 3. Federal Tax I.D.Number 4. Purchase Order Number to be referenced on invoice(if necessary)or other"descriptions"that may assist in determining the applicable cost center or department: 5. Equipment description that you would like to appear on your invoicing: Appropriate Contact for Documentation/System Acceptance Follow-up: 6. Appropriate Contact& Mailing Address Phone: Fax: 7. Payment remit to address: Motorola Solutions Credit Company LLC P.O.Box 71132 Chicago IL 60694-1132 Thank you CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 EQUIPMENT LEASE-PURCHASE AGREEMENT Lease Number: 25180 LESSEE: LESSOR: City of Elgin Motorola Solutions,Inc. 150 Dexter Court 500 W.Monroe Elgin IL 60120 Chicago IL 60661 This Agreement is hereby made and entered into this 15th day of December ,20 21 ,by and between the City of Elgin,Illinois,a municipal corporation("Lessee")and Motorola Solutions,Inc.,an Illinois corporation ("Lessor"). NOW,THEREFORE,for and in consideration of good and valuable consideration,the sufficiency of which is hereby mutually acknowledged,the Parties hereto hereby agree as follows: Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor,the equipment and/or software described in Schedule A attached hereto("Equipment")in accordance with the following terms and conditions of this Equipment Lease-Purchase Agreement("Lease"). 1. TERM. This Lease will become effective upon the execution hereof by Lessor. The Term of this Lease will commence on date specified in Schedule A attached heretoand unless terminated according to terms hereof or the purchase option,provided in Section 18,is exercised this Lease will continue until the Expiration Date of January 2,2027 asset forth in Schedule B attached hereto("Lease Term"). 2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so called), including the interest portion,in the amounts specified in Schedule B. The Lease Payments will be payable without notice or demand at the office of the Lessor(or such other place as Lessor or its assignee may from time to time designate in writing),and will commence on the first Lease Payment Date as set forth in Schedule B and thereafter on each of the Lease Payment Dates set forth in Schedule B. Any payments received later than thirty(30)days from the due date will bear interest at the highest lawful rate from the due date. Except as specifically provided in Section 5 hereof,the Lease Payments will be absolute and unconditional in all events and will not be subject to any set-off, defense, counterclaim, or recoupment for any reason whatsoever. Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term and shall submit a budget request for appropriation for funds from which the Lease Payments may be made on an annual basis. It is Lessee's intent to make Lease Payment for the full Lease Term if funds are legally available therefor and in that regard Lessee represents that the Equipment will be used for one or more authorized governmental or proprietary functions essential to its proper,efficient and economic operation. 3. DELIVERY AND ACCEPTANCE. Lessor will cause the Equipment to be delivered to Lessee at the location specified in Schedule A("Equipment Location"). Lessee will accept the Equipment as soon as it has been delivered and is operational.Lessee will evidence its acceptance of the Equipment either(a)by executing and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor;or(b)by executing and delivering the form of acceptance provided for in the Contract(defined below). Even if Lessee has not executed and delivered to Lessor a Delivery and Acceptance Certificate or other form of acceptance acceptable to Lessor,if Lessor believes the Equipment has been delivered and is operational,Lessor may require Lessee to notify Lessor in writing(within five (5)days of Lessee's receipt of Lessor's request) whether or not Lessee deems the Equipment (i) to have been delivered and (ii) to be operational, and hence be accepted by Lessee. If Lessee fails to so respond in such five (5) day period, Lessee will be deemed to have accepted the Equipment and be deemed to have acknowledged that the Equipment was delivered and is operational as if Lessee had in fact executed and delivered to Lessor a Delivery and Acceptance Certificate or other form acceptable to Lessor. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 4. REPRESENTATIONS AND WARRANTIES. Lessor acknowledges that the Equipment leased hereunder is being manufactured and installed by Lessor pursuant to contract (the "Contract") covering the Equipment. Lessee acknowledges that on or prior to the date of acceptance of the Equipment,Lessor intends to sell and assign Lessor's right,title and interest in and to this Agreement and the Equipment to an assignee("Assignee"). LESSEE FURTHER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRACT, LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY NATURE OR KIND WHATSOEVER, AND AS BETWEEN LESSEE AND THE ASSIGNEE,THE PROPERTY SHALL BE ACCEPTED BY LESSEE "AS IS" AND "WITH ALL FAULTS". LESSEE AGREES TO SETTLE ALL CLAIMS DIRECTLY WITH LESSOR AND WILL NOT ASSERT OR SEEK TO ENFORCE ANY SUCH CLAIMS AGAINST THE ASSIGNEE. NEITHER LESSOR NOR THE ASSIGNEE SHALL BE LIABLE FOR ANY DIRECT,INDIRECT, SPECIAL,INCIDENTAL,OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER AS A RESULT OF THE LEASE OF THE EQUIPMENT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, PROPERTY DAMAGE OR LOST PRODUCTION WHETHER SUFFERED BY LESSEE OR ANY THIRD PARTY. Lessor is not responsible for, and shall not be liable to Lessee for damages relating to loss of value of the Equipment for any cause or situation(including, without limitation, governmental actions or regulations or actions of other third parties). 5. NON-APPROPRIATION OF FUNDS. Notwithstanding anything contained in this Lease to the contrary, Lessee has the right to not appropriate funds to make Lease Payments required hereunder in any fiscal period and in the event no funds are appropriated or in the event funds appropriated by Lessee's governing body or otherwise available by any lawful means whatsoever in any fiscal period of Lessee for Lease Payments or other amounts due under this Lease are insufficient therefor,this Lease shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Lease Payments or other amounts herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. The Lessee will immediately notify the Lessor or its Assignee of such occurrence. In the event of such termination,Lessee agrees to peaceably surrender possession of the Equipment to Lessor or its Assignee on the date of such termination, packed for shipment in accordance with manufacturer specifications and freight prepaid and insured to any location in the continental United States designated by Lessor. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Non- appropriation of funds shall not constitute a default hereunder for purposes of Section 16. 6. LESSEE CERTIFICATION. Lessee represents,covenants and warrants that: (i)Lessee is a state or a duly constituted political subdivision or agency of the state of the Equipment Location; (ii)the interest portion of the Lease Payments shall be excludable from Lessor's gross income pursuant to Section 103 of the Internal Revenue Code of 1986,as it may be amended from time to time(the"Code"); (iii)the execution,delivery and performance by the Lessee of this Lease have been duly authorized by all necessary action on the part of the Lessee; (iv)this Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; (v) Lessee will comply with the information reporting requirements of Section 149(e)of the Internal Revenue Code of 1986(the"Code"),and such compliance shall include but not be limited to the execution of information statements requested by Lessor;(vi)Lessee will not do or cause to be done any act which will cause,or by omission of any act allow,the Lease to be an arbitrage bond within the meaning of Section 148(a)of the Code;(vii)Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, this Lease to be a private activity bond within the meaning of Section 141(a)of the Code;(viii)Lessee will not do or cause to be done any act which will cause,or by omission of any act allow,the interest portion of the Lease Payment to be or become includible in gross income for Federal income taxation purposes under the Code; and(ix)Lessee will be the only entity to own, use and operate the Equipment during the Lease Term. Lessee represents, covenants and warrants that: (i) it will do or cause to be done all things necessary to preserve and keep the Lease in full force and effect, (ii) it has complied with all laws relative to public bidding where necessary,and(iii)it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period. If Lessee breaches the covenant contained in this Section,the interest component of Lease Payments may become includible in gross income of the owner or owners thereof for federal income tax purposes. In such event, notwithstanding anything to the contrary contained in Section 11 of this Agreement,Lessee agrees to pay promptly CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 after any such determination of taxability and on each Lease Payment date thereafter to Lessor an additional amount determined by Lessor to compensate such owner or owners for the loss of such excludibility (including, without limitation, compensation relating to interest expense, penalties or additions to tax), which determination shall be conclusive(absent manifest error). Notwithstanding anything herein to the contrary,any additional amount payable by Lessee pursuant to this Section 6 shall be payable solely from Legally Available Funds. It is Lessor's and Lessee's intention that this Agreement not constitute a"true"lease for federal income tax purposes and,therefore, it is Lessor's and Lessee's intention that Lessee be considered the owner of the Equipment for federal income tax purposes. 7. TITLE TO EQUIPMENT;SECURITY INTEREST. Upon shipment of the Equipment to Lessee hereunder,title to the Equipment will vest in Lessee subject to any applicable license;provided,however,that(i)in the event of termination of this Lease by Lessee pursuant to Section 5 hereof;(ii)upon the occurrence of an Event of Default hereunder,and as long as such Event of Default is continuing; or(iii)in the event that the purchase option has not been exercised prior to the Expiration Date,title will immediately vest in Lessor or its Assignee,and Lessee shall immediately discontinue use of the Equipment, remove the Equipment from Lessee's computers and other electronic devices and deliver the Equipment to Lessor or its Assignee. In order to secure all of its obligations hereunder,Lessee hereby(i)grants to Lessor a first and prior security interest in any and all right,title and interest of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, and on any proceeds therefrom; (ii) agrees that this Lease may be filed as a financing statement evidencing such security interest; and (iii) agrees to execute and deliver all financing statements, certificates of title and other instruments necessary or appropriate to evidence such security interest. 8. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equipment and shall comply with all laws, ordinances, insurance policies, the Contract, any licensing or other agreement, and regulations relating to, and will pay all costs, claims, damages, fees and charges arising out of the possession,use or maintenance of the Equipment. Lessee,at its expense will keep the Equipment in good repair and furnish and/or install all parts,mechanisms,updates,upgrades and devices required therefor. 9. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent unless such alterations,additions or improvements may be readily removed without damage to the Equipment. 10. LOCATION;INSPECTION. The Equipment will not be removed from, [or if the Equipment consists of rolling stock, its permanent base will not be changed from] the Equipment Location without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation. 11. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Lease. Lessee shall pay,when due,all charges and taxes(local,state and federal)which may now or hereafter be imposed upon the ownership, licensing,leasing, rental, sale,purchase, possession or use of the Equipment,excluding however,all taxes on or measured by Lessor's income. If Lessee fails to pay said charges and taxes when due,Lessor shall have the right, but shall not be obligated,to pay said charges and taxes. If Lessor pays any charges or taxes, Lessee shall reimburse Lessor therefor within ten days of written demand. 12. RISK OF LOSS: DAMAGE;DESTRUCTION. Lessee assumes all risk of loss or damage to the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment nor defect therein nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Lease Payments or to perform any other obligation under this Lease. In the event of damage to any item of Equipment,Lessee will immediately place the same in good repair with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair (an "Event of Loss") , Lessee at the option of Lessor will: either(a)replace the same with like equipment in good repair;or(b)on the next Lease Payment date, pay Lessor the sum of: (i) all amounts then owed by Lessee to Lessor under this Lease, including the Lease payment due on such date;and(ii)an amount equal to all remaining Lease Payments to be paid during the Lease Term as set forth in Schedule B. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 In the event that Lessee is obligated to make such payment with respect to less than all of the Equipment, Lessor will provide Lessee with the pro rata amount of the Lease Payment and the Balance Payment(as set forth in Schedule B)to be made by Lessee with respect to that part of the Equipment which has suffered the Event of Loss. 13. INSURANCE. Lessee will,at its expense, maintain at all times during the Lease Term,fire and extended coverage,public liability and property damage insurance with respect to the Equipment in such amounts, covering such risks or Lessee may self-insure against any or all such risks. All insurance covering loss of or damage to the Equipment shall be carried in an amount no less than the amount of the then applicable Balance Payment with respect to such Equipment. The initial amount of insurance required is set forth in Schedule B. Each insurance policy will name Lessee as an insured and Lessor or its Assigns as an additional insured, and Lessee shall to give Lessor at least thirty(30) days prior written notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or its Assigns as their interests may appear.Upon acceptance of the Equipment and upon each insurance renewal date, upon request,Lessee will deliver to Lessor a certificate evidencing such insurance. In the event that Lessee decides to self-insure,Lessee will furnish Lessor with the attached letter to such effect. In the event of any loss, damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all information and documentation relating thereto. 14. INDEMNIFICATION. Lessee shall,to the extent permitted by law, indemnify Lessor against, and hold Lessor harmless from,any and all claims,actions,proceedings,expenses,damages or liabilities,including attorneys'fees and court costs,arising in connection with the Equipment,including,but not limited to,its selection, purchase, delivery, licensing, possession, use, operation, rejection, or return and the recovery of claims under insurance policies thereon. 15. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either (i) assign, transfer,pledge, hypothecate, grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment or; (ii) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Lease, the Equipment and any documents executed with respect to this Lease and/or grant or assign a security interest in this Lease and the Equipment, in whole or in part. Any such assignees shall have all of the rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors, administrators,successors and assigns of the parties hereto. Lessee covenants and agrees not to assert against the Assignee any claims or defenses by way of abatement, setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. No assignment or reassignment of any Lessor's right,title or interest in this Lease or the Equipment shall be effective unless and until Lessee shall have received a notice of assignment,disclosing the name and address of each such assignee;provided, however, that if such assignment is made to a bank or trust company as paying or escrow agent for holders of certificates of participation in the Lease, it shall thereafter be sufficient that a copy of the agency agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency agreement is no longer in effect. During the Lease Term Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply with Section 149(a)of the Code, and the regulations,proposed or existing, from time to time promulgated thereunder. No further action will be required by Lessor or by Lessee to evidence the assignment,but Lessee will acknowledge such assignments in writing if so requested. After notice of such assignment, Lessee shall name the Assignee as additional insured and loss payee in any insurance policies obtained or in force. Any Assignee of Lessor may reassign this Lease and its interest in the Equipment and the Lease Payments to any other person who, thereupon, shall be deemed to be Lessor's Assignee hereunder. 16. EVENT OF DEFAULT. The term"Event of Default",as used herein,means the occurrence of any one or more of the following events: (i) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of the Lease when funds have been appropriated sufficient for such purpose,and any such failure continues for thirty(30)days after the due date thereof;(ii)Lessee fails to perform or observe any other covenant,condition,or agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20) days after written notice thereof by Lessor; (iii) the discovery by Lessor that any CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 statement, representation, or warranty made by Lessee in this Lease or in writing delivered by Lessee pursuant' hereto or in connection herewith is false, misleading or erroneous in any material respect; (iv) proceedings under any bankruptcy, insolvency, reorganization or similar legislation shall be instituted against or by Lessee, or a receiver or similar officer shall be appointed for Lessee or any of its property,and such proceedings or appointments shall not be vacated, or fully stayed, within twenty (20) days after the institution or occurrence thereof; or(v) an attachment,levy or execution is threatened or levied upon or against the Equipment. 17. REMEDIES. Upon the occurrence of an Event of Default, and as long as such Event of Default is continuing, Lessor may, at its option, exercise any one or more of the following remedies: (i)by written notice to Lessee,declare all amounts then due under the Lease,and all remaining Lease Payments due during the fiscal period in effect when the default occurs to be immediately due and payable,whereupon the same shall become immediately due and payable; (ii) by written notice to Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly discontinue use of the Equipment, remove the Equipment from all of Lessee's computers and electronic devices,return the Equipment to Lessor in the manner set forth in Section 5 hereof,or Lessor,at its option ,with 48 hours advance notice and while accompanied by a representative from the City of Elgin, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same; (iii)sell or lease the Equipment or sublease it for the account of Lessee, holding Lessee liable for all Lease Payments and other amounts due prior to the effective date of such selling, leasing or subleasing and for the difference between the purchase price, rental and other amounts paid by the purchaser,Lessee or sublessee pursuant to such sale, lease or sublease and the amounts payable by Lessee hereunder; (iv)promptly return the Equipment to Lessor in the manner set forth in Section 5 hereof;and(v)exercise any other right,remedy or privilege which may be available to it under applicable laws of the state of the Equipment Location or any other applicable law or proceed by appropriate court action to enforce the terms of the Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment. In addition,Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses,including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor. 18. PURCHASE OPTION. Upon thirty(30)days prior written notice from Lessee to Lessor,and provided that no Event of Default has occurred and is continuing,or no event,which with notice or lapse of time,or both could become an Event of Default, then exists, Lessee will have the right to purchase the Equipment on the Lease Payment dates set forth in Schedule B by paying to Lessor,on such date,the Lease Payment then due together with the Balance Payment amount set forth opposite such date. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee as is, without warranty,express or implied,except that the Equipment is free and clear of any liens created by Lessor. 19. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by first class mail,to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notice shall be deemed to have been received five days subsequent to such mailing. 20. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. 21. GOVERNING LAW. This Lease shall be construed in accordance with, and governed by the laws of,the state of Illinois in the Circuit Court of Kane County,IL. 22. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the transaction contemplated by this Lease. 23. ENTIRE AGREEMENT;WAIVER This Lease,together with Schedule A Equipment Lease- Purchase Agreement,Schedule B,Evidence of Insurance,Statement of Essential Use/Source of Funds,Certificate of Incumbency,Certified Lessee Resolution(if any)and the Delivery and Acceptance Certificate and other attachments hereto,and other documents or instruments executed by Lessee and Lessor in connection herewith,constitutes the entire agreement between the parties with respect to the Lease of the Equipment,and this Lease shall not be modified,amended,altered,or changed except with the written consent of Lessee and Lessor. Any provision of the Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof. 24. EXECUTION IN COUNTERPARTS.This Lease may be executed in several counterparts,either electronically or manually,all of which shall constitute but one and the same instrument.Lessor reserves the right to request receipt of a manually-executed counterpart from Lessee. Lessor and Lessee agree that the only original counterpart for purposes of perfection by possession shall be the original counterpart manually executed by Lessor and identified as "Original", regardless of whether Lessee's execution or delivery of said counterpart is done manually or electronically. IN WITNESS WHEREOF, the parties have executed this Agreement as of the 15 day of December, 2021. LESSEE: LESSOR: Ci MOTO SO UTIONS,INC. / r By. By: Title: Richard G.Kozal,City M ger Title Tre er CERTIFICATE OF INCUMBENCY I, Kimberly A.Dewis do hereby certify that I am the duly elected or (Printed Name of Secretary/Clerk) appointed and acting Secretary or Clerk of the City of Elgin,an entity duly organized and existing under the laws of the State of Illinois that I have custody of the records of such entity,and that,as of the date hereof,the individual(s)executing this agreement is/are the duly elected or appointed officer(s)of such entity holding the office(s)below his/her/their respective name(s). I further certify that(i)the signature(s)set forth above his/her/their respective name(s)and title(s)is/are his/her/their true and authentic signature(s)and(ii)such officer(s)have the authority on behalf of such entity to enter into that certain Equipment Lease Purchase Agreement number25180, between City of Elgin and Motorola Solutions,Inc.If the initial insurance requirement on Schedule B exceeds $1,000,000,attached as part of the Equipment Lease Purchase Agreement is a Certified Lessee Resolution adopted by the governing body of the entity. IN WITNESS WHEREOF,I have executed this certificate and affixed the seal of City of Elgin,hereto this day of December 021. By: SEAL (Signatur(e:o Secretary/ rk) OPINION OF COUNSEL With respect to that certain Equipment Lease-Purchase Agreement 25180 by and between Motorola Solutions,Inc. and the Lessee,I am of the opinion that:(i)the Lessee is,within the meaning of Section 103 of the Internal Revenue Code of 1986,a state or a fully constituted political subdivision or agency of the State of the Equipment Location described in Schedule A hereto;(ii)the execution,delivery and performance by the Lessee of the Lease have been duly authorized by all necessary action on the part of the Lessee,(III)the Lease constitutes a legal,valid and binding obligation of the Lessee enforceable in accordance with its terms;and(iv)Lessee has sufficient monies available to make all payments required to be paid under the Lease during the current fiscal year of the Lease,and such monies have been properly budgeted and appropriated for this purpose in accordance with State law. This opinion may be reli d upon by the Lessor and any assignee of the Lessor's rights under the Lease. • Attorney for City of CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 SCHEDULE A EQUIPMENT LEASE-PURCHASE AGREEMENT Schedule A 25180 Lease Number: This Equipment Schedule is hereby attached to and made a part of that certain Equipment Lease-Purchase Agreement Number 25180 ("Lease"),between Lessor and Lessee. Lessor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby accepts and leases from Lessor under and pursuant to the Lease, subject to and upon the terms and conditions set forth in the Lease and upon the terms set forth below,the following items of Equipment UANTITY DESCRIPTION Manufacturer,Model,and Serial Nos. Refer to attached Equipment List. Equipment Location: Initial Term: 60 Months Commencement Date: January 1,2022 First Payment Due Date: January 1,2023 5 annual payments as outlined in the attached Schedule B,plus Sales/Use Tax of$0.00,payable on the Lease Payment Dates set forth in Schedule B. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 City of Elgin (Schedule B) Compound Period: Annual Nominal Annual Rate: 0.000% CASH FLOW DATA Event Date Amount Number Period End Date 1 Lease 1/1/2022 $4,606,529.63 1 2 Lease Payment 1/1/2023 $ 921,305.93 5 Annual 1/1/2027 AMORTIZATION SCHEDULE- Normal Amortization,360 Day Year Date Lease Payment Interest Principal Balance Lease 1/1/2022 $4,606,529.63 1 1/1/2023 $ 921,305.93 $ - $ 921,305.93 $3,685,223.70 2 1/1/2024 $ 921,305.93 $ - $ 921,305.93 $2,763,917.77 3 1/1/2025 $ 921,305.93 $ - $ 921,305.93 $1,842,611.84 4 1/1/2026 $ 921,305.93 $ - $ 921,305.93 $ 921,305.91 5 1/1/2027 $ 921,305.93 $ 0.02 $ 921,305.91 $ - Grand Totals $4,606,529.65 $ 0.02 $4,606,529.63 Expiration Date;January 2,2027 INITIAL INSURANCE REQUIREMENT: $4,606,529.63 Except as specifically provided in Section five of the Lease hereof,Lessee agrees to pay to Lessor or its assignee the Lease Payments in the amounts and dates specified in the above payment schedule. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 EVIDENCE OF INSURANCE Fire,extended coverage,public liability and property damage insurance for all of the Equipment listed on Schedule A number 25180 to that Equipment Lease Purchase Agreement number 25180 will be maintained by the City of Elgin as stated in the Equipment Lease Purchase Agreement. This insurance is provided by: Name of insurance provider Address of insurance provider City, State and Zip Code Phone number of local insurance provider E-mail address In accordance with the Equipment Lease Purchase Agreement Number 25180, City of Elgin ,hereby certifies that following coverage are or will be in full force and effect: Type Amount Effective Expiration Policy Date Date Number Fire and Extended Coverage Property Damage Public Liability Certificate shall include the following: Description: All Equipment listed on Schedule A number 25180 to that Equipment Lease Purchase Agreement number 25180. Please include equipment cost equal to the Initial Insurance Requirement on Schedule B to Equipment Lease Purchase Agreement number 25180 and list any deductibles. Certificate Holder: MOTOROLA SOLUTIONS,INC.and or its assignee as additional insured and loss payee 1303 E.Algonquin Road Schaumburg,IL 60196 If self insured, contact Motorola representative for template of self insurance letter. STATEMENT OF ESSENTIAL USE/SOURCE OF FUNDS CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 To further understand the essential governmental use intended for the equipment together with an understanding of the sources from which payments will be made,please address the following questions by completing this form or by sending a separate letter: l. What is the specific use of the equipment?—Public Safety Police and Fire use 2. Why is the equipment essential to the operation of City of Elgin? -Enable the response of Public Safety First Responders to calls for service 3. Does the equipment replace existing equipment? -Yes If so,why is the replacement being made?—Equipment is end of life 4. Is there a specific cost justification for the new equipment? -No If yes,please attach outline of justification. 5. What is the expected source of funds for the payments due under the Lease for the current fiscal year and future fiscal years? General budget funds allocations CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 EQUIPMENT LEASE PURCHASE AGREEMENT DELIVERY AND ACCEPTANCE CERTIFICATE The undersigned Lessee hereby acknowledges receipt of the Equipment described below("Equipment")and Lessee hereby accepts the Equipment after full inspection thereof as satisfactory for all purposes of lease Schedule A to the Equipment Lease Purchase Agreement executed by Lessee and Lessor. Equipment Lease Purchase Agreement No.: 25180 Lease Schedule A No. : 25180 EQUIPMENT INFORMATION QUANTITY MODEL NUMBER EQUIPMENT DESCRIPTION Equipment referenced in lease Schedule A# 25180. See Schedule A for a detailed Equipment List. LESSEE: City of Elgin By: Date: CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 1. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16