HomeMy WebLinkAbout2025-02-04; City Council; Resolution 2025-035RESOLUTION NO. 2025-035
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AGREEMENT WITH MOTOROLA SOLUTIONS, INC. FOR IN-CAR VIDEO
EQUIPMENT AND SERVICES FOR 94 POLICE VEHICLES IN AN AMOUNT NOT
TO EXCEED $572,548.35 WITH A TERM ENDING JULY 15, 2029
WHEREAS, the City Council of the City of Carlsbad, California has determined that it is in the
best interest of the city to install an in-car video system for the Police Department's vehicles; and
WHEREAS, staff selected Motorola Solutions, Inc. ("Motorola") as the in-car video system
vendor following a formal proposal process for the Police Department's computer aided dispatch
system; and
WHEREAS, the City Council approved the original agreement to purchase an in-car video system
for 60 vehicles from Motorola with Resolution No. 2022-107 on May 10, 2022; and
WHEREAS, the City Council approved the expansion of the in -car video system for another 34
vehicles from Motorola with Resolution No. 2022-110 on August 30, 2022; and
WHEREAS, both agreements for an in-car video system have been renegotiated into a single
agreement for 94 veh icles with an aligned service term for an amount not to exceed $572,548.35 with
an end date of July 15, 2029; and
WHEREAS, the Carlsbad Municipal Code 3.28.060 -Procurement of Professional Services and
Services requires t he City Council's approval for the procurement of professional services or services
that cost more than $100,000 per agreement year; and
WHEREAS, funding is available for year 1 of services in the Information Technology and Police
Departments fiscal year 2024-25 operating budgets; and
WHEREAS, funding for years 2-5 of services is included as part of the Information Technology
Department's annual budget process; and
WHEREAS, the City Manager will have the authority to execute the new Motorola in-car video
system agreement in an amount not to exceed $572,548.35; and
WHEREAS, Motorola will provide in-car video services for 94 vehicles as specified in the
agreement.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the Motorola in-car video services for 94 vehicles agreement with a term ending
on July 15, 2029 (Attachment A) is hereby approved, and the City Manager is
authorized to execute all required documents on behalf of the City.
3. That the total agreement amount will not exceed $572,548.35.
4. That the funding for year 1 of the agreement is included as part of the Information
Technology and Police Department's operating budgets for fiscal year 2024-25.
5. That the funding for years 2 - 5 is included as part of the Information Technology
Department operating fund's annual budget process.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 4th day of February 2025, by the following vote, to wit:
AYES:
NAYS:
ABSTAIN:
ABSENT:
Blackburn, Bhat-Patel, Acosta, Burkholder, Shin.
None.
None.
None. I KEITH BLACKBURN, Mayor
\ f:vmcuoiJfi1f1u:AJ
~HERRY FREISINGER, City Clerk
V-(SEAL)
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AGREEMENT FOR POLICE DEPARTMENT MS00 IN-CAR VIDEO AS A SERVICE
AND RELATED SERVICES
MOTOROLA SOLUTIONS, INC.
THIS AGREEMENT ("Agreement") is made and entered into as of the Le/:fJ day of
_.,._,l....d,,....,__-¥.>...LA-""""'4i........,.--_, 2025, ("Effective Date") by and between the City of Carlsbad, California,
ion ("City" or "Customer") and Motorola Solutions, Inc., a Delaware corporation
("Contractor" or ' torola").
RECITALS
A. On May 12, 2022, City and Contractor entered into an agreement for the purchase of Contractor's
flagship PremierOne cloud-based computer-aided dispatch system ("CAD") system and mobile
application along with Command Central Aware, its real-time crime center application, and other
related products and services as described in the agreement as well as M500 In -Car Video as a
Service with 60 units ("May 2022 Agreement").
B. The Parties agree to separate the M500 In-Car Video as a Service and CAD portions of the May
2022 Agreement into different agreements.
C. The Parties agree to terminate the May 2022 Agreement.
D. City later purchased another 34 units for M500 In-Car Video as a Service through a Purchase Order
for Quote No. 2392081 ("August 2022 Agreement").
E. The Parties agree to terminate the August 2022 Agreement.
F. The Parties further agree the M500 In-Car Video as a Service for the 94 units will be controlled by
this Agreement.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained in this
Agreement, City and Contractor agree as follows:
1. MAY 2022 AGREEMENT & AUGUST 2022 AGREEMENT TERMINATION
The Parties agree the May 2022 and August 2022 Agreements are terminated in their entirety effective
immediately. For clarity, any outstanding balances due and owing by City to Contractor under these
agreements are hereby excused and waived in their entirety.
2. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that
are defined in attached Exhibit "A" ("M500 SOW"), which is incorporated by this reference in accordance
with this Agreement's terms and conditions.
3. TERM
The term of this Agreement will be the Effective Date until July 15, 2029. This Agreement is subject to
the annual appropriation of funds by the City Council.
4. COMPENSATION
4.1 Total Compensation. The total fee payable for the Services to be performed during the
initial Agreement term shall not exceed five hundred seventy-two thousand five hundred forty-eight
dollars and thirty-five cents ($572,548.35). No other compensation for the Services will be allowed except
for items covered by subsequent amendments to this Agreement. The cost for Services shall not exceed
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the yearly amounts specified in Exhibit “A.” This Agreement is subject to the annual appropriation of funds
by the City Council.
4.2 Payment Terms. Payment shall be issued within thirty (30) days of receipt of an
uncontested invoice. There shall be no interest or late fees charged on late payments.
5. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
6. TIME IS OF THE ESSENCE
Contractor acknowledges that time is of the essence with respect to Contractor’s performance under this
Agreement and agrees to prompt and timely performance of all Services and other obligations in
accordance with this Agreement.
7. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
8. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City, which
shall not to be unreasonably withheld. If Contractor subcontracts any of the Services, Contractor will be
fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either
directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons
directly employed by Contractor. Nothing contained in this Agreement will create any contractual
relationship between any subcontractor of Contractor and City. Contractor will be responsible for
payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a
subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to
the contrary in the subcontract and approved in writing by City.
9. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
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10. TECHNOLOGY TERMS AND CONDITIONS
10.1 Data Definitions. For purposes of this Agreement (not only this section), “City Data”
means any data that is processed, created, or stored through the Services. “City’s Confidential Data”
means Criminal Justice Information Services (CJIS) defined data, Personally Identifiable Information (PII),
Protected Health Information (PHI), financial information, and any other sensitive information regardless
of whether it is marked as confidential, orally identified as confidential at the time of disclosure, or
confirmed as confidential in writing. For clarity, City Data includes City’s Confidential Data.
For clarity, Section 9 “Confidentiality” of Motorola’s Terms and Conditions, specifically the Master
Customer Agreement applies to City’s Confidential Data (Exhibit “B”).
10.2 Sensitive Information. In instances where any agreement, purchase order, or Scope of
Work is for the provision of Public Cloud Services where City’s Confidential Data may be exchanged,
Contractor shall provide an independently certified System and Organization Controls (SOC) 2 Type 2 Audit
Report or a SOC Cybersecurity Report or equivalent certification for all parties to the Agreement and
annual updates during the term of the Agreement. The City and Contractor shall review the findings of
each report and mutually agree on a remediation plan to address any identified weaknesses or
deficiencies. The City reserves the right to approve or deny access based on the results of the (SOC) 2 Type
2 Audit Report, SOC Cybersecurity Report, or equivalent certification.
10.3 Sub-processors. With written consent from the City, Contractor may engage sub-
processors who in turn may engage additional sub-processors to process data in accordance with this
Agreement and U.S. Department of Justice requirements. When engaging sub-processors, Contractor will
enter into agreements binding sub-processors to data processing, data security, confidentiality, and
background check obligations that are no less stringent than those required under this Agreement;
Contractor shall also ensure that sub-processors bind any additional sub-processors to the same.
10.4 Data Access and Availability. Contractor shall ensure the City has full access to retrieve all
data derived from M500 In-Car Video as a Service via a live database connection or Application
Programming Interface (API) to the primary software database or a secondary contractor managed copy
via datalake or data warehouse (RDW). This external data access will be live or within a five (5)-minute or
less data sync from live production system data. Contractor will provide City access to documentation on
database schemas. Contractor will not prevent City from accessing data for purposes of synchronizing
M500 In-Car Video as a Service data with City’s datalake.
10.5 Data Center Location and Data Ownership. The Contractor shall provide its services to the
City and its end users solely from data centers in the continental United States. Storage of City Data at
rest shall be located solely in data centers in the United States. Contractor will notify the City of any plans
to temporarily or permanently relocate its hosted services to another data center. Contractor shall not
allow personnel or subcontractors to store City Data on portable devices, including personal computers,
except for devices that are used and kept only at its U.S. data centers. The Contractor shall permit its
personnel and subcontractors to access City Data remotely only as required to provide technical user
support or other customer support. The City will own all right, title and interest in City Data that is related
to the services provided by this Agreement.
10.5.1 Exception. Contractor may provide its billing services in data centers in Poland.
Only City Data that is necessary to process City invoices may be transmitted to and stored in data centers
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in Poland. For clarity, no other City Data may be processed, transmitted, or stored in data centers outside
of the continental United States, which would otherwise constitute a data breach by Motorola.
10.6 Data Protection. Contractor shall ensure there is no inappropriate or unauthorized use,
access, or disclosure of City Data at any time. To this end, Contractor shall safeguard the confidentiality,
integrity, and availability of City Data within its control using security technologies and techniques in
accordance with standard industry practices for such data and in accordance with the CJIS Security Policy
and the CLETS Policies Practices and Procedures. The CJIS Security Policy and CLETS Policies and Practices
and Procedures are amended from time to time; Contractor is responsible for adhering to the most
current versions.
10.7 Data Breach and Security Incident Responsibilities. This section only applies when there
is a breach of City Data within the possession or control of Contractor or a security incident. Contractor
shall: (1) immediately notify City by telephone if Contractor confirms that there is or reasonably believes
that there has been a data breach or security incident; (2) cooperate with the City as reasonably requested
by the City to investigate and resolve the data breach or security incident and provide daily updates; (3)
quarantine the data breach or security incident and ensure secure access to City Data; (4) promptly
implement necessary remedial measures; and (5) document responsive actions taken related to the data
breach or security incident.
10.8 Background Checks. As permitted or required by law, the Contractor shall conduct
criminal background checks and not utilize any staff, including subcontractors or sub-processors, to fulfill
the obligations of the Agreement who have been convicted of any crime of dishonesty, including but not
limited to criminal fraud, or otherwise convicted of any felony or any misdemeanor offense for which
incarceration for up to one (1)-year is an authorized penalty. The Contractor shall promote and maintain
an awareness of importance of securing the City’s information among the Contractor’s employee and
agents.
10.9 Information Technology Access. All electronic and information technology procured
through this Agreement must meet the applicable accessibility standards of Section 508 of the
Rehabilitation Act of 1973 (29 U.S.C. 794d) as amended and is viewable at http://www.section508.gov.
Further, the Contractor assures the City that the Contractor complies with the American with Disabilities
Act of 1990 (42 US.C. 12101 et seq.), including the Department of Justice’s final rule revising the regulation
implementing Title II of the Americans with Disabilities Act to establish specific requirements, including
the adoption of specific technical standards, for making accessible the services, programs, and activities
offered by State and local government entities to the public through the web and mobile applications
(“apps”) which became effective June 24, 2024 (89 FR 31320.). And in accordance with California
Government Code Section 7405(b), the Contractor shall have the ongoing obligation to promptly respond
to and resolve any complaint regarding accessibility that is brought to the attention of the Contractor.
10.10 Data Security Obligations. Collectively, the obligations set forth in Sections 10.2, 10.3,
10.5, 10.6, 10.7, and 10.8 are defined as Contractor’s “Data Security Obligations.”
11. INDEMNIFICATION
11.1 Contractor Performance. Contractor agrees to defend (with counsel that has a minimum
of five (5) years of experience defending California public agencies), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorney fees arising out of the performance of the work
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described in this Agreement caused by any negligence, recklessness, or willful misconduct of the
Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose
acts any of them may be liable.
The parties expressly agree that any payment, attorney fees, costs or expenses City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation is included as
a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or
early termination of this Agreement.
11.2 Intellectual Property. To the fullest extent permitted by law, Contractor will indemnify,
defend (with counsel that has a minimum of five (5) years of experience defending California public
agencies), and hold harmless the City, its officers, elected and appointed officials, employees, and
volunteers from any and all third-party claims, costs (including without limitation reasonable attorney
fees), damages, and losses for infringement or violation of any U.S. Intellectual Property Right by any
product or service provided by this Agreement. Contractor’s duties under this section are conditioned
upon: (a) City promptly notifying Contractor in writing of the infringement claim; (b) Contractor having
sole control of the defense of the suit and all negotiations for its settlement or compromise, provided that
such settlement or compromise does not require the admission of liability, fault, or wrongful act or
conduct on the part of City; and (c) City cooperating with Contractor and, if requested by Contractor,
providing reasonable assistance (at no cost to City) in the defense of the infringement claim.
Contractor will have no duty to defend or indemnify City for any infringement claim that arises from or is
based upon: (a) City Data, City-Provided Equipment, Non-Motorola Content, or third-party provided
equipment, hardware, software, data, or other third-party provided materials outside the scope of the
M500 SOW; (b) the combination of the Product or Service with any products or materials not provided by
Contractor or Products or Services that are not a material part of the alleged patented invention and are
not suitable for substantial non-infringing use; (c) while this Agreement does not contemplate any custom
designs, modifications, or manufacturing of Products or Services, in the event of such occurrence, a
Product or Service designed, modified, or manufactured in accordance with Customer’s designs,
specifications, guidelines or instructions; (d) a modification of the Product or Service by a party other than
Contractor; (e) use of the Product or Service in a manner for which the Product or Service was not
authorized or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to use
or install an update to the Product or Service that is intended to correct the claimed infringement.
Aside from Contractor’s indemnification obligation, should the product or services (regardless of whether
it is a third-party product or service as long as it is provided within the scope of the M500 SOW) or any
part of them become, or in Contractor’s reasonable opinion are likely to become, the subject of a claim
for infringement of a third party intellectual property right, then Contractor shall, at its sole option and
expense: (i) procure for City the right to use and access the infringing or potentially infringing item(s) of
the service or product (“Infringing Item”) free of any liability for infringement; or (ii) replace or modify the
Infringing Item with a non-infringing substitute otherwise materially complying with the functionality of
the replaced service or product; or (iii) if neither of the foregoing is reasonably practicable, terminate the
right to use and access and refund any prorated prepaid fees for the Infringing Item in the event of a
service or product. However, in the event Contractor exercises option (iii), Contractor shall provide
Customer with ninety (90) days of use and access to the Infringing Item prior to termination.
11.3 Damage and Loss of Data. Contractor agrees to defend (with counsel that has a minimum
of five (5) years of experience defending California public agencies), indemnify, and hold harmless the City
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and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorney fees arising out of (i) data breach, including but not
limited to, unauthorized access, acquisition, disclosure, or use of City Data; (ii) hacking, (iii) loss,
corruption, or theft of data, (iv) ransomware, (v) denial of service, or (vi) Contractor’s breach of its Data
Security Obligations. In addition to the foregoing, Contractor shall be responsible for costs of data
restoration, system recovery, incident response, and other actions necessary to restore the integrity and
availability of City Data and systems impacted by such events.
11.4 Limitations on Liability. Contractor will not disclaim or exclude liability for damages to the
City’s digital infrastructure, City Data, tangible and real property arising from negligence, recklessness, or
willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of
them or anyone for whose acts any of them may be liable during the performance of this Agreement.
Contractor agrees to defend, indemnify, and hold harmless City to the fullest extent possible up to ten
million dollars in damages subject to Section 8 “Limitation of Liability” of Motorola’s Terms and
Conditions, specifically the Master Customer Agreement (Exhibit “B”). This Section 11 “Indemnification”
provides City’s sole and exclusive remedies and Contractor’s entire liability for claims arising out of this
Section 11.
12. MOTOROLA’S TERMS AND CONDITIONS
The Parties incorporate by reference Motorola’s Terms and Conditions, attached as Exhibit “B.” For clarity,
these additional terms and conditions are subject to the Conflicting Terms Section and Order of
Precedence Section of this Agreement.
13. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives, or
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
13.1 Coverages and Limits. Contractor will maintain the types of coverages and limits indicated below,
unless Risk Manager or City Manager approves a lower amount. These amounts of coverage will not
constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City,
its officers, agents and employees make no representation that the limits of the insurance specified to be
carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor
believes that any required insurance coverage is inadequate, Contractor will obtain such additional
insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
13.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal & advertising injury, with limits of $2,000,000 per occurrence and $4,000,000
aggregate. If a general aggregate limit applies, either the general aggregate limit shall apply separately to
this project/location or the general aggregate limit shall be twice the required occurrence limit.
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13.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
13.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code and Employer’s Liability of $1,000,000 per accident, disease, and
policy limit. Workers' Compensation will not be required if Contractor has no employees and provides, to
City's satisfaction, a declaration stating this.
13.1.4 Cyber/Professional Liability. Errors and omissions and cyber liability appropriate to
Contractor’s profession with limits of $5,000,000 per claim and $10,000,000 per policy period. Coverage
must be maintained for a period of three (3) years following the date of completion of the work.
13.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
13.2.1 The City will be included as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
13.2.2 Contractor will obtain occurrence coverage, excluding Cyber/Professional Liability, which
will be written as claims-made coverage.
13.2.3 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
13.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
13.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach.
13.5 Submission of Insurance Policies. City reserves the right, with fifteen (15) days written notice, to
require, at any time, certificates of insurance and endorsements of any or all required insurance policies
and endorsements.
14. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
15. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement. Under no circumstances will Contractor be required to create
or maintain documents not kept in the ordinary course of Contractor’s business operations, but
Contractor shall comply with California Government Code § 8546.7. Contractor will not be required to
disclose any information, which it considers confidential or proprietary to Contractor; provided, however,
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this section will not be construed to limit the City’s disclosure of government records subject to the
California Public Records Act (California Government Code § 6250 et seq.) and California Civil Discovery
Act (California Code of Civil Procedure § 2016.010 et seq.).
16. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
17. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
18. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name IT Director Name Ken Nordholm
Title IT Director Title Senior Account Manager
Dept IT Department Address 10680 Treena St, Suite 200
CITY OF CARLSBAD San Diego, 92131
Address 1635 Faraday Ave Phone (858) 414-6647
Carlsbad, CA 92008 Email ken.nordholm@motorolasolutions.com
Phone (442) 339-2454
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
19. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or
interests as required in the City of Carlsbad Conflict of Interest Code.
Yes ☐ No ☒
If yes, list the contact information below for all individuals required to file:
Name Email Phone Number
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20. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
21. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
22. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
23. MEDIATION
If the parties mutually agree, they may attempt to resolve disputes arising from this Agreement through
mediation; provided, however, that such participation is fully voluntary. Neither party is obligated to
participate in mediation or any other alternative dispute resolution process for any reason. If the parties
mutually agree to mediate, each party will bear its own costs of mediation, but the parties may share the
cost of the mediator equally. Each Party will participate in the mediation in good faith. Mediation will take
place virtually or in northern San Diego County, California. All mediation communications will be
maintained in strict confidence by the parties unless disclosure is necessary to enforce a mediation
settlement agreement.
24. TERMINATION
24.1 Termination for Breach. In the event of the Contractor's failure to prosecute, deliver, or
perform the Services, City may terminate this Agreement for nonperformance by tendering thirty (30)
days’ written notice by certified mail to Contractor with an opportunity to cure within such notice period.
Contractor will be paid for work performed up to the termination date without any further payment
obligations or liability under this Agreement. City will make the final determination as to the portions of
tasks completed and the compensation to be made.
Contractor may only terminate this Agreement for City’s breach by tendering thirty (30) days’ written
notice by certified mail with an opportunity to cure within such notice period. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
24.2 Termination for Convenience. City may terminate this Agreement for convenience by
providing sixty (60) days’ written notice to Contractor. City will pay Contractor for products delivered or
services satisfactorily performed up to the termination date, but City shall not be responsible for any other
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payment obligations under this Agreement. City will make the final determination as to the portions of
tasks completed and the compensation to be made.
24.2.1 Request for Proposals (“RFP”). For clarity, City retains the right to issue a RFP or
otherwise acquire a different M500 In-Car Video as a Service at any time during this Agreement. As such,
City may terminate this Agreement and enter into a new agreement with another vendor/contractor
without (i) constituting a breach of this Agreement, (ii) incurring liability for breach, and (iii) responsibility
for payment obligations beyond products delivered or services satisfactorily performed up to the
termination date.
24.3 Other Termination Terms.
24.3.1 Copy of City Data. Upon termination, City has thirty (30) days to download City
Data or may request a quotation to engage Contractor to provide such services (“Data Copy Period”).
During the Data Copy Period, Contractor shall not destroy City Data. City shall notify contractor in writing
when it has completed the downloading process and has a full validated copy of City Data (“Data Copy
Completion”).
24.3.2 Destruction of City Data. Upon City’s notification of Data Copy Completion,
Contractor will destroy all City Data. Contractor will certify in writing that all City Data has been destroyed
upon City’s request.
25. STATUTE OF LIMITATIONS
City will not be subject to any shortened statute of limitations period for any claim or cause of action
arising out of this Agreement.
26. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
27. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorneys fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
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28. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California regardless of
conflict of laws principles. Any action at law or in equity brought by either of the parties for the purpose
of enforcing a right or rights provided for by this Agreement will be tried in a court of competent
jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law
providing for a change of venue in these proceedings to any other county.
29. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld; provided, however, the Agreement terms, conditions, and services rendered
remain unchanged.
30. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
31. CONFLICTING TERMS
To the extent any terms, conditions, or definitions of any amendment, exhibit, or attachment to this
Agreement conflict or are inconsistent, in whole or in part, with the terms, conditions, or definitions of
this Agreement, the terms of this Agreement control.
32. ORDER OF PRECEDENCE
In the event of any conflict, ambiguity, or inconsistency between the documents, the following order of
precedence shall take place: the terms of this Agreement, Exhibit “A” M500 SOW, and Exhibit “B”
Motorola’s Terms and Conditions, in that order, shall control and prevail.
33. SURVIVAL
Regardless of the circumstances of termination or expiration of this Agreement, or portion thereof, the
provisions of Section 11 “Indemnification,” Section 24.3.1 “Copy of City Data,” Section 24.3.2 “Destruction
of City Data,” Section 25 “Statute of Limitations, Section 28 “Jurisdiction and Venue,” Section 31
“Conflicting Terms,” Section 32 “Order of Precedence,” and Contractor’s Data Security Obligations under
this Agreement as well as Section 8 “Limitation of Liability” and Section 9 “Confidentiality” of Motorola’s
Terms and Conditions, specifically the Master Customer Agreement (Exhibit “B”) will survive the
termination or expiration and continue according to their terms.
34. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of
the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement
may be executed in counterparts.
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35. SEVERABILITY
If any provision of this Agreement is invalid, illegal, or unenforceable, such invalidity, illegality, or
unenforceability will not affect any other term or provision of this Agreement or invalidate or render
unenforceable such term or provision.
36. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
Executed by Contractor this c!J-f?t:h
CONTRACTOR
day of~t)."(! , 2025.
Motorola Solution Inc,
a Delaware Corporation
By:
(sign here)
Jerry Burch MSSSI Vice President
(print name/title)
By:
(sign here)
Ryan Christensen Assistant secretary
(print name/title)
CITY OF CARLSBAD, a municipal corporation of
the State of California
City Manager
ATTEST:
SHERRY FREISINGER, City Clerk
<d~tni ffk~
Deputy City Clerk
If required by City, proper notarial acknowledgment of execution by contractor must be attached. ~
corporation, Agreement must be signed by one corporate officer from each of the following two groups.
Group A
Chairman,
President, or
Vice-President
Group B
Secretary,
Assistant Secretary,
CFO or Assistant.Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM :
CINDI E K. McMAHON, City Attorney
BY: 4LWf4~
Deputy City Attorney
City Attorney Approved Version 5/22/2024
Page 12
The City of Carlsbad, CA
Exhibit A
Statement of Work for Motorola M500
CommandCentral Aware for Mobile Video In-Car Video System
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Table of Contents
Section 1 .................................................................................................................................... 3
Solution Description................................................................................................................. 3
1.1 Overview .............................................................................................................................. 3
1.1.1 System Application Client Software Subscriptions ................................................................................... 3
1.1.2 Interface Strategy ..................................................................................................................................... 3
1.2 CommandCentral Aware for Mobile Video In-Car Video as a Service (VaaS) .................. 4
1.2.1 CommandCentral Evidence ..................................................................................................................... 5
1.2.2 VideoManager Evidence Library (EL) Cloud Solution .............................................................................. 5
1.2.3 CommandCentral Aware for Mobile Video Integration – Auto-Correlation .............................................. 7
Section 2 .................................................................................................................................... 8
Statement of Work .................................................................................................................... 8
2.1 Overview .............................................................................................................................. 8
2.1.1 General Customer Responsibilities .......................................................................................................... 8
2.1.2 Motorola Project Roles and Responsibilities ............................................................................................ 8
2.1.3 Customer Roles and Responsibilities....................................................................................................... 9
2.1.4 Functional Validation .............................................................................................................................. 12
2.1.5 PROJECT GO-LIVE, CLOSURE, AND HANDOVER TO SUPPORT .................................................... 12
Section 3 .................................................................................................................................. 14
Cost Summary ........................................................................................................................ 14
Section 4 .................................................................................................................................. 15
Payment Schedule .................................................................................................................. 15
Section 5 .................................................................................................................................. 16
CommandCentral Mobile Video Training Plan ..................................................................... 16
5.1 Overview ............................................................................................................................ 16
5.2 Customer Training Roles .................................................................................................. 16
5.2.1 Customer Training Representative......................................................................................................... 16
5.3 Training General Information ............................................................................................ 17
5.3.1 Training Courses .................................................................................................................................... 17
5.3.2 LXP Learner Subscription Package ....................................................................................................... 17
5.3.3 Learning experience Portal (LXP) Requirements ................................................................................... 17
Section 6 .................................................................................................................................. 18
CommandCentral Aware for Mobile Video Support Plan .................................................... 18
6.1 Support and Service .......................................................................................................... 18
6.2 Technical Support ............................................................................................................. 18
6.2.1 Repair Team ........................................................................................................................................... 19
6.2.2 Parts Team ............................................................................................................................................. 19
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6.2.3 Video-as-a-Service Warranty ................................................................................................................. 19
6.3 System Maintenance ......................................................................................................... 21
6.3.1 Service Management Plan ..................................................................................................................... 21
6.3.2 Customer Responsibilities ...................................................................................................................... 22
6.3.3 Summary ................................................................................................................................................ 22
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Section 1 Solution Description
1.1 Overview
This purpose of this agreement is to consolidate the City of Carlsbad’s in-car camera, Video-as-a-
Service purchases into a single set of Ordering Documents.
•CommandCentral Aware Mobile Video In-Car Video-as-a-Service (VaaS)
-Auto-tagging – PremierOne Incident
•CommandCentral Evidence
•VideoManager Evidence Library (EL) Cloud
-CommandCentral Judicial Sharing (Prosecutor Portal/View)*
*Although a CommandCentral Records software component is used by Video Manager EL (Evidence Library)
Package to package videos so they can be used for CommandCentral Prosecutor Portal/View, the overall
CommandCentral Cloud Records product is not included in this solution.
1.1.1 System Application Client Software Subscriptions
Table 1-1: System Subscriptions
Subscriptions Quantity Type
CommandCentral Aware Mobile Video In-Car Video-as-a-Service 94 Video As a
Service
CommandCentral Evidence Unlimited Users Subscription
VideoManager EL Cloud Unlimited Users Subscription
1.1.2 Interface Strategy
Table 1-2: List of Integrations, Interfaces, and Connectors
CommandCentral Aware for Mobile Video
Auto Correlation Integration
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1.2 CommandCentral Aware for Mobile Video In-Car
Video as a Service (VaaS)
The CommandCentral Aware for Mobile Video In-Car Video System is the first AI-enabled in-car video
solution for law enforcement. It combines Motorola’s powerful camera technology with our industry-
leading digital evidence management software (DEMS), to improve the quality of evidence collected
and streamline the data sharing process throughout investigation.
Video-as-a-Service (VaaS) is a subscription-based solution that provides agencies with Motorola’s
industry leading evidence collection and management tools. VaaS includes access to high definition
camera systems and the VideoManager EL Cloud evidence management platform.
VideoManager EL Cloud automates data maintenance and facilitates administration of your
department’s devices in a Government cloud-based storage solution. Agencies can capture, record,
store, and efficiently manage all evidentiary data with VideoManager.
In addition, the VaaS solution can be expanded with CommandCentral Evidence to provide a single,
streamlined workflow in the industry’s only end-to-end digital evidence management ecosystem.
When combined into a single solution, these tools enable officers in the field to easily capture, record, and upload
evidence, as well as efficiently manage and share that evidentiary data. Because Video-as-a-Service requires no
up-front purchase of equipment or software, it provides a simple way to quickly deploy and begin using a
complete camera and evidence management solution for a per device charge, billed annually.
Video Recording and Capture
Equipped with high-definition, 1080p front, rear, and cabin cameras, the M500 creates a reliable record
of evidence that can be uploaded to your Digital Evidence Management solution from any location with
a cellular signal. Its artificial intelligence interface continuously monitors the cabin camera, detecting
human faces as they enter the vehicle and automatically recording whenever anyone is detected in the
back seat, eliminating the need to scroll through video of empty cabins to collect important evidence.
And with patented Record-After-the-Fact (RATF) technology, the M500 ensures continuous recording
from both front and cabin perspectives, whenever the camera is on - even if the recording function is
not manually engaged. All RATF data is automatically uploaded to DEMS, for easy review and data
capture whenever it is needed.
License Plate Capture and Analysis (Vigilant LPR)
The M500’s artificial intelligence interface also uses Vigilant Plate Search, a license plate recognition
technology that reads license plates from up to 40 feet away. It allows users access to a database of
over 33 billion detections, where searches for insights such as location, year, make, and model and
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associated vehicle analysis can be performed. This can allow surveying for license plates that could be
associated with arrest warrants or stolen automobile reports.
Display and User Interface
The M500 system features a 5” control panel with a bright, clear display. It offers an icon driven
interface and intuitive controls to streamline field operations. Users can execute any function on the
device within three taps of the screen.
Automatic Recording Functionality
Users can program various sensors to activate a new recording. These sensors include emergency
lights, sirens, auxiliary inputs, wireless microphones, vehicle speed, and crash detection. When these
sensors are triggered, the integrated cameras automatically start recording, allowing officers to capture
video evidence without manually activating any cameras.
Auto-Correlation Functionality
Videos will be auto-correlated with metadata information based on CAD incident times and officer login
data.
1.2.1 CommandCentral Evidence
The CommandCentral Aware for Mobile Video solution selected includes CommandCentral Evidence, a
unified platform for video and device management. It provides command centers and field officers a
way to store records, evidence, voice recordings, and video footage captured from M500 cameras all in
one place. With this solution, the City can streamline the collection of evidence captured by officers’
cameras and upload them into one platform. This eliminates data silos that would inhibit the City’s
efficiency while working on cases. CommandCentral Evidence then allows for playback, redaction,
automated transcription, and more to get the most information out of the video evidence as possible.
Once evidence is reviewed, it can be shared with prosecutors, other agencies, and the community all
while adhering to chain of custody.
1.2.2 VideoManager Evidence Library (EL) Cloud Solution
VideoManager EL Cloud simplifies evidence management, automates
data maintenance, and facilitates management of your department’s
devices, all in a cloud-based, off-premises storage solution.
It is compatible with V300 and VISTA body-worn cameras, as well as
M500 and 4RE in-car video systems, enabling you to upload video
evidence quickly and securely. It also allows live-streaming
capabilities through the optional SmartControl and SmartConnect
applications.
Video Evidence Management
Using VideoManager EL Cloud delivers benefits to all aspects of video
evidence management. From streamlining the evidence review process to automatically maintaining
your stored data, VideoManager EL Cloud makes evidence management as efficient as possible. With
VideoManager EL
Cloud, you minimize the amount of time spent manually managing evidence, allowing your team to
spend more time in the field.
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Simplified Evidence Review
VideoManager EL Cloud makes evidence review easier by allowing users to upload evidence into cloud
storage from their in-field devices. When evidence is uploaded, important information is sorted which
groups relevant evidence together. This information includes a recording’s date and time, device used
to capture, event ID, officer name, and event type. This allows you to view recordings of an incident that
were taken from several devices simultaneously, eliminating the task of reviewing irrelevant footage
during review.
Its built-in media player includes a visual display of incident data, allowing you to tag moments of
interest, such as when lights, sirens, or brakes were activated during the event timeline.
Other relevant files, such as PDFs, spreadsheets, reports, third-party videos, audio recordings,
pictures, and drawings, can also be grouped together and stored under a specific case entry, allowing
all pertinent information to be stored together in VideoManager EL.
Easy Evidence Sharing
VideoManager EL Cloud allows you to easily share information in the evidence review or judiciary
sharing process by exporting evidence data as MP4 files.
You can also find relevant evidence data using audit log filters, including criteria such as import, export,
playback, download, share, and modify dates.
Automatic Data Maintenance
VideoManager EL Cloud lets you automatically organize the evidence data you store, allowing you to
save time that would be spent manually managing it. It can schedule the automatic movement or
purging of events on a daily, weekly, or monthly basis, based on how the user wants to configure the
system.
Security groups and permissions are easily set-up in VideoManager EL Cloud, allowing you to grant
individuals access to evidence on an as-needed basis.
Integration with In-Car Cameras
Officers on the road are able to automatically upload encrypted video from in-car systems and body
cameras. This eliminates the need for trips to and from the station solely for uploading data into the
system.
Video and audio captured by the M500, V300, 4RE and VISTA camera systems are automatically
linked in VideoManager EL Cloud based on time and location. You can then utilize synchronized
playback and export of video and audio from multiple devices in the same recording group, where video
and audio streams can be matched together.
Optional Live Video Streaming
VideoManager EL Cloud integrates with SmartControl, an optional mobile application for Android or iOS
that allows officers to complete evidence review work normally completed at their desk from their
smartphone. SmartControl also allows officers to categorize recordings using event tags, stream live
video from, and change camera settings, such as adjusting field of view, brightness, and audio levels.
SmartConnect, an optional smartphone application, provides VISTA body-worn camera users with
immediate infield access to their body cameras. SmartConnect includes the ability to pair with VISTA
cameras, adjust officer preferences, categorize recordings with incident IDs and case numbers, and
play back recordings.
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Device Management
Agencies using VideoManager EL Cloud are able to assign users to devices, track them, and
streamline shift changes. You can easily manage, configure, update firmware, and deploy in-car and
body-worn cameras. Individual preference settings can be configured based on user profiles, allowing
quick device transactions within a pooled device system. VideoManager EL Cloud also tracks devices
and enables them to be quickly exchanged between officers during shift changes. This minimizes the
amount of devices needed for your fleet.
Device Tracking
You can easily manage, configure, and deploy their in-car and body-worn cameras in VideoManager
EL Cloud. Devices can be assigned to personnel within VideoManager EL Cloud and tracked, helping
agencies keep track of which users have specific devices.
Faster Shift Changes
VideoManager EL Cloud’s Rapid Checkout Kiosk feature allows agencies to take advantage of a
pooled camera system to utilize fewer cameras. Rapid Checkout Kiosk feature allows agencies using a
pooled camera system to use fewer cameras. Cameras can be checked out at the start of a shift using
an easy-to-use interface. At the end of the shift, the camera can be returned to its dock, where the
video is automatically uploaded and the camera is made ready to be checked out and used for the next
shift.
Devices can also be configured to remember individual preference settings for each user, including
volume level, screen brightness, and camera aim. These settings are applied whenever a device is
assigned to a specific officer. A variety of settings within VideoManager EL Cloud also enable you to
configure devices to operate in alignment with your agency’s policies and procedures.
1.2.3 CommandCentral Aware for Mobile Video Integration – Auto-Correlation
Closed incident information from PremierOne CAD will be made available to support correlation or
“tagging” of the CAD incident on the Recording Event in Evidence Library. An XML File is exported from
the PremierOne CAD System at a specified interval or based on a trigger (such as closing an incident)
as shown below.
Only closed incidents will be exported.
The following information from the CAD incident may be provided in the XML File export and correlated
to the Recording Event: Incident Number, Case/Report Number, Incident Type, Agency Name, Agency
ID, Location, Dispatch Time, Incident Closed Time, Officer ID (Badge #, Employee ID, CAD System
User Name, Email Address), Officer First and Last Name, and Unit ID.
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Section 2 Statement of Work
2.1 Overview
In accordance with the terms and conditions of the Agreement, this Statement of Work (“SOW”) defines
the principal activities and responsibilities of Motorola Solutions (“Motorola”) and the City of Carlsbad,
CA, (hereinafter referred to as “Customer”) for the delivery of the Motorola solution as presented in
Section 1 Solution Description. When assigning responsibilities, the phrase “Motorola” includes our
subcontractors and third-party partners.
Deviations and changes to this SOW are subject to mutual agreement between Motorola and the
Customer and will be addressed in accordance with the change provisions of the Agreement.
In order to maximize efficiencies, Motorola’s project team will provide services remotely via
teleconference, web-conference, or other remote method in fulfilling its commitments as outlined in this
SOW.
Unless specifically stated, all Motorola work is considered complete upon Motorola fulfilling the
Motorola Responsibility listed for each task/activity and providing the deliverable(s) listed in the
Motorola Deliverables tables.
Motorola and the Customer will work to complete their respective responsibilities in accordance with the
mutually agreed upon governing project schedule. Any changes to the governing project schedule will
be mutually agreed upon via the change provision of the Agreement.
2.1.1 General Customer Responsibilities
In addition to the Customer Responsibilities stated elsewhere in this SOW, the Customer is responsible
for:
• All Customer-Provided equipment including hardware and third party software necessary for
access or delivery of the service not specifically listed as a Motorola deliverable. This will
include end user workstations, Internet Service Provider (ISP), network equipment,
telephone/CPE or TDD equipment and the like.
• Configure, test, and maintain third-party system(s) the Customer will interface with the proposed
system.
• Communication between Motorola and Customer’s third-party vendors, as required, to enable
Motorola to perform its duties.
• Electronic versions of any documentation associated with the business processes identified.
• Third-party installers must be certified through Motorola LXP for remote or in person installation
training. The Customer will be responsible for work performed by non-certified installers.
2.1.2 Motorola Project Roles and Responsibilities
A Motorola team, made up of specialized personnel, will be assigned to the project under the direction
of the Motorola Project Manager.
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The personnel role description noted below provides an overview of typical project team members.
There may be other personnel engaged in the project under the direction of the Motorola Project
Manager.
2.1.2.1 Motorola Project Manager
A Motorola Project Manager will be assigned as the principal business representative and point of
contact for Motorola. The Project Manager’s responsibilities include the following:
• Manage the Motorola responsibilities related to the delivery of the VaaS project.
• Coordinate schedules of the assigned Motorola personnel and applicable
subcontractors/supplier resources.
• Manage the Change Order process per the Agreement.
• Maintain project communications with the Customer.
2.1.3 Customer Roles and Responsibilities
The success of the project is dependent on early assignment of key Customer resources. It is critical
that these resources are empowered to make provisioning decisions based on the Customer’s
operational and administration needs. The Customer project team should be engaged in the project
from initiation until beneficial use of the system. The continued involvement in the project and use of the
system will convey the required knowledge to maintain the system post completion of the project. Note
that in some cases, one person may fill more than one role. The project team must be committed to
participate in activities for a successful implementation. Team member roles are generally described
below:
2.1.3.1 Customer Project Manager
The Project Manager will act as the primary Customer point of contact for the duration of the project.
The Project Manager is responsible for management of any third-party vendors that are the Customer’s
subcontractors.
The Project Manager’s responsibilities include the following:
• Communicate and coordinate with other project participants.
• Manage the Customer project team, including timely facilitation of efforts, tasks, and activities.
• Maintain project communications with the Motorola Project Manager.
• Identify the efforts required of Customer staff to meet the task requirements in this SOW and
identified in the Welcome/IT Call.
• Consolidate all project-related questions and queries from Customer staff to present to the
Motorola Project Manager.
• Approve a deployment schedule.
• Monitor the project to ensure resources are available as required.
• Attend status meetings.
• Provide timely responses to issues related to project progress.
• Liaise and coordinate with other agencies, Customer vendors, contractors, and common
carriers.
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• Review and administer change control procedures, hardware and software installation, and all
related project tasks required to meet the deployment date.
• Ensure Customer vendors’ readiness ahead of the deployment date.
• Assign one or more personnel who will work with Motorola staff as needed for the duration of
the project, including at least one Application Administrator for the system and one or more
representative(s) from the IT department.
• Identify the resource with authority to formally acknowledge and approve change orders,
completion of work, and payments in a timely manner.
• Provide building access to Motorola personnel to all Customer facilities where system
equipment is to be installed during the project. Temporary identification cards are to be issued
to Motorola personnel, if required for access to facilities.
• Ensure remote network connectivity and access to Motorola resources.
• Provide reasonable care to prevent equipment exposure to contaminants that cause damage to
the equipment or interruption of service.
• Ensure a safe work environment for Motorola personnel.
• Identify and manage project risks.
2.1.3.2 Video Management Point of Contact (POC)
The Video Manager POC will educate officers on digital media policy, participate in Discovery tasks,
and complete the Video Management Administration training.
2.1.3.3 Customer IT Support Team
The Customer IT Support Team (or Customer designee) manages the technical efforts and ongoing
tasks and activities of their system. This team manages the Customer-owned provisioning, provides
maintenance, and provides required information related to LAN, WAN, wireless networks, server, and
client infrastructure. They must also be familiar with connectivity to internal, external, and third-party
systems to which the Motorola system will interface.
The IT Support Team responsibilities include the following:
• Participate in overall delivery and training activities to understand the software, interfaces, and
functionality of the system.
• Participate with the Customer subject matter experts during the provisioning process and
training.
• Authorize global provisioning choices and decisions and be the point(s) of contact for reporting
and verifying problems and maintaining provisioning.
• Obtain inputs from other user agency stakeholders related to business processes and
provisioning.
• Implement changes to Customer owned and maintained infrastructure in support of the
Evidence Management System installation.
2.1.3.4 Subject Matter Experts
The Customer Subject Matter Experts (SME or Super Users) are the core group of users involved with
delivery analysis, training, and the provisioning process, including making global provisioning choices
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and decisions. These members should be experienced users in the working area(s) they represent
(dispatch, patrol, etc.), and should be empowered to make decisions related to provisioning elements,
workflows, and department policies related to the Evidence Management System.
Motorola Responsibilities
1. Review the configuration implemented for Judicial Sharing with the Customer to confirm
implementation is optimal for customer requirements
2.1.3.5 In-Car Video System Installation
The Customer is responsible for engaging the Motorola-certified installer. The installer will complete the
installation of the in-car video (ICV) system in Customer provided vehicle(s) per Motorola installation
guidelines. The installer may also be responsible for installing cellular routers or WiFi radios inside the
vehicle(s) for wireless upload of video to the Customer’s evidence management system.
2.1.3.6 License Plate Recognition Commissioning
This section highlights the responsibilities of Motorola and the Customer when an in-car video system
interfaces with the Law Enforcement Archival Report Network (LEARN or PlateSearch) database.
Note: the in-car video system implementation responsibilities are complete
2.1.3.7 CommandCentral Aware for Mobile Video Integration – Auto-Correlation
Motorola will configure the CommandCentral Aware for Mobile Video to auto-correlate videos with
officers’ IDs and date and time of calls with date and time of videos associated with that same officer.
Motorola Responsibilities
1. Configure CommandCentral Aware for Mobile Video to correlate the videos with Officer IDs,
date and time of videos against the CAD CFS calls that involve the same IDs, date and times.
Customer Responsibilities
1. Provide Officer IDs to Motorola.
Motorola Deliverables
• All videos that match the incident information (officer dispatch/clear times) will be correlated
with Officer IDs.
2.1.3.8 CommandCentral Evidence
Motorola will work with the Customer to determine best industry practices, current operations
environment, and subsystem integration to ensure the optimal configuration of your CommandCentral
Evidence solution.
Motorola Responsibilities
1. Use the CommandCentral Admin Portal to provision users, groups, and rules based on
Customer Active Directory data.
2. Review the configuration of CommandCentral Evidence.
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Customer Responsibilities
1. Supply access and credentials to Customer’s Active Directory for the purpose of Motorola
conducting CommandCentral Evidence provisioning.
2. Respond to Motorola’s inquiries regarding users, groups, and agency mapping to
CommandCentral Evidence.
3. Provision policies, procedures, and user permissions.
4. Configure evidence as directed by Motorola.
Motorola Deliverable
• Completed CommandCentral Evidence configuration review
2.1.4 Functional Validation
Motorola will demonstrate the CommandCentral Aware for Mobile Video functionality and auto-tagging
integration.
Motorola Responsibilities
1. Demonstrate functionality of the CommandCentral Aware for Mobile Video.
2. Demonstrate auto-correlation integration.
3. Document any functional deficiencies.
4. Facilitate remedial activities, as required.
Customer Responsibilities
1. Observe functional demonstration and note any deficiencies.
2. Review and approve remedial activities.
Motorola Deliverable
• Completed functional validation plan
• All videos that match the incident information (officer dispatch/clear times) will be correlated with
Officer IDs.
• Functional deficiencies mitigation plan and remedial activity plan
2.1.5 PROJECT GO-LIVE, CLOSURE, AND HANDOVER TO SUPPORT
Motorola will utilize the Deployment Checklist throughout the deployment process to verify features and
functionality are in line with installation and configuration requirements. The Customer will witness the
ST demonstrating the Deployment Checklist and provide feedback as features and functionality are
demonstrated. The Customer is considered Live on the system after all the equipment has been
installed in the assigned vehicles, configured, and made available for use and training has been
delivered or made available to the Customer.
Upon the conclusion of Go-Live, the project is prepared for closure. Project closure is defined as the
completion of tasks and the Customer’s receipt of all contracted and functioning components. The
Deployment Checklist serves as the artifact that memorializes a project closure. A System Acceptance
Certificate will be provided to the Customer for signature to formally close out the project. Upon project
closure, the Customer will engage with Technical Support for on-going needs in accordance with the
Customer’s specific terms and conditions of support.
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Motorola Responsibilities
1. Provide the Customer with Motorola Technical Support engagement process and contact
information.
2. Provide Technical Support with the contact information of Customer users who are authorized to
engage Technical Support.
3. Ensure Deployment Checklist is complete.
4. Obtain Customer signature on the System Acceptance Certificate.
5. Provide Customer survey upon closure of the project.
Customer Responsibilities
1. Provide signatory approval on the System Acceptance Certificate signifying project closure.
2. Provide Motorola with the contact information of users who are authorized to engage Motorola’s
Technical Support.
3. Engage Technical Support as needed.
Motorola Deliverables
• CommandCentral Aware for Mobile Video system available for production use
• Project survey upon closure of the project.
• Signed System Acceptance Certificate
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Section 3 Cost Summary
In-Car video and evidence management software (quantity 94) Video-as-a-Service includes the
cloud-based evidence management system − CommandCentral Community (evidence capture,
records, and CommandCentral Community capabilities included).
• Unlimited users, Unlimited storage & Unlimited cloud sharing
• CarDetector Mobile LPR w/ Vigilant LEARN (PlateSearch)
• In-Car Video System (Choice of forward camera)
- Includes 200GB DVR, Control panel, Infrared cabin camera, forward camera, rear facing
camera
- HiFi wireless microphone kit, MiKroTik WiFi Kit & Smart Power Switch
- Managed Software Installation Service; On-Site Assist Install, Training, Configuration,
Project Management, Consultation
VaaS Price ($)
In-Car Video (94 Units) (CommandCentral Aware for Mobile Video) & Evidence
Management – VaaS (Years 1-5)
$689,357.00
Sales Tax (94 Units)
$14,151.35
Total Mobile Video (Years 1-5) with tax
$703,508.35
Discount and Credit ($130,960.00)
Total CommandCentral Aware for Mobile Video (Years 1-5) $572,548.35
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Section 4 Payment Schedule
Item Recurring
Cost Year 1
Recurring
Cost Year 2
Recurring
Cost Year 3
Recurring
Cost Year 4
Recurring
Cost Year 5
CommandCentral
Aware Mobile Video
(94) M500 camera
VAAS
$137,871.40
$137,871.40
$137,871.40
$137,871.40
$137,871.40
Sales tax on (94)
M500 cameras
$2,830.27
$2,830.27
$2,830.27
$2,830.27
$2,830.27
Discount
($20,000)
($20,000)
($20,000)
($20,000)
($20,000)
Credit for billing error
($30,960)
Total Annual
Recurring Costs
$89,741.67
$120,701.67
$120,701.67
$120,701.67
$120,701.67
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Section 5 CommandCentral Mobile Video
Training Plan
5.1 Overview
Motorola Solutions considers training to be an extremely important aspect of the adoption of a new
solution and requires working closely with the Customer. Motorola’s instructors are certified through the
Learning and Performance Institute’s Trainer Performance Monitoring & Assessment (TPMA) program,
as well as their Online Learning Facilitators program. Motorola uses a Learning experience Portal
(Learning experience Portal or LXP) for both online and virtual training.
5.2 Customer Training Roles
5.2.1 Customer Training Representative
The Customer will designate a Customer Training Representative. This individual will be the contact for
the Learning experience Portal Learning experience Portal and Motorola trainers.
The Customer Training Representative should be familiar with the Customer's daily operations and
must attend (or designate a replacement) each Motorola educational course. Motorola trainers will rely
on this representative to be the one point of contact for Motorola staff when policy and procedural
questions arise, act as course facilitator, and act as the Customer's educational monitor.
If Carlsbad chooses to use the Motorola LXP platform, the Customer Training Representative will
provide Motorola usernames and email addresses so access to the LXP can be completed.
Customer Responsibilities
1. Provide Motorola with names (first and last) and emails of Customer LXP administrators.
2. Provide access to learningservices.motorolasolutions.com.
3. Complete LXP Administrator training.
4. Advise users of the availability of the LXP.
5. Add/modify users, run reports, and add/modify groups.
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5.3 Training General Information
5.3.1 Training Courses
The output of LXP courses is SCORM 1.2 and these packages can be shared with the customer.
However, there is not an automated mechanism of notifying customers when updated content is
available, so updates would require an additional request from the customer.
5.3.2 LXP Learner Subscription Package
Customer resources will have access to the LXP training materials during deployment and as long as
the post-live subscription is maintained. Learner level subscriptions allow access to all materials
available for the applications included in this Training Plan.
5.3.3 Learning experience Portal (LXP) Requirements
The LXP is accessed via Internet browser. Motorola will set up an individual instance of the LXP that
provides autonomy to the agency.
Accounts to access the LXP are created for each learner using their email address. All learners
accessing LXP content must have an account in the LXP. A learner will need to have access to the
internet via workstation, laptop, tablet, or smartphone to access learning. These may also be referred to
as clients within the LXP.
Audio accompanies visual display; speakers or headsets for listening are recommended. Course
assessment evaluations are also accessed online. Access to these evaluations in the classroom is
suggested.
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Section 6 CommandCentral Aware for
Mobile Video Support Plan
6.1 Support and Service
Motorola Solutions (Motorola) strives to have the best service team in the industry through delivering
thorough and efficient customer service. We continually ensure our representatives are available to the
more than 6,500 agencies we serve 24 hours a day, seven days a week through the following options:
• You can submit and manage support tickets and RMA requests, chat with an agent, as well as
explore learning modules and documentation all through our Customer Hub portal at
https://customerhub.motorolasolutions.com/.
- If you have any questions about how to access Customer Hub, please reach out to
portal.support@motorolasolutions.com
• A technical support representative can be reached by dialing our toll free support number:
1(800) MSI-HELP. You can then say what you are calling into support about, such as Parts,
RMA, or Technical Support. Our voice recognition system will then route you to the appropriate
team.
• You can also submit a technical support request via email at
watchguard.customer.service.request@motorolasolutions.com.
- Please include your agency name, a point of contact's name and contact information, site
ID, and a description of your request.
The following support teams can be reached by dialing our toll-free phone support number: 1-(800)MSI-
HELP (800-674-4357).
6.2 Technical Support
The Technical Support Team provides initial support and troubleshooting for tickets. It can also
escalate tickets if additional support is needed.
• Hours: Monday - Friday (7:00 AM to 6:00 PM Central); Tickets are answered via Pager during
Holidays & After-Hours.
• Voice Prompts: "Technical Support Mobile Video".
• Escalation Points of Contact: Request a Motorola Customer Service Manager. In December
2024, Customer Service Managers include Tim Leach, Mohammed Veerjee, Shawna Griffin,
Chuck White & Tiffany Morales.
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6.2.1 Repair Team
The Repair Team manages all return material authorization requests, FLIP repairs, and provides
replacements for pieces of equipment such as DVR, body cameras, etc. The team also provides case
statuses for repair orders and missing/wrong parts, as well as sales representative contact information
for out-of-warranty upgrades. If you have any questions or would like to receive updates, you can email
wgrepair@motorolasolutions.com.
• Hours: Monday - Friday (7:00 AM to 6:00 PM Central); Tickets are answered via Pager during
Holidays & After-Hours.
• Voice Prompts: "RMA Mobile Video" or "Repairs Mobile Video".
• Escalation Points of Contact: Request the Motorola Director of Customer Care and Delivery
Operations, the Global Business Process and Knowledge Management, or Senior Manager of
the Service Center. In December 2024, they include Mike O'Donnell, Jacob Blasi & Dan Polley.
6.2.2 Parts Team
The Parts Team helps customers create, change, and expedite their orders. The team also provides
information on part quotes and sales orders such as for free parts and accessories.
• Hours: Monday - Friday (7:00 AM to 6:00 PM Central); Tickets are answered via Pager during
Holidays & After-Hours.
• Voice Prompts: "Parts Mobile Video".
• Escalation Points of Contact: Request a Motorola Internal Systems Order Manager or Senior
Customer Support Manager. In December of 2024, they include Jason Ganze & TaNeal Jordan.
6.2.3 Video-as-a-Service Warranty
In-Car Camera Warranty
In car video warranties cover the duration of the contract.
Motorola warrants each camera system, part, and component first sold to an end user to be free from
defects in material and workmanship for the duration of the contract. A defective component that is
repaired or replaced under this limited warranty will be covered for the remainder of the original
warranty period. Where defects in material or workmanship may occur, the following warranty terms
and conditions apply:
Warrantor
This warranty is granted by Motorola Solutions, Inc., 415 E Exchange Parkway, Allen, TX 75002.
Telephone: 1-800-MSI-HELP.
Parties to Whom Warranty Is Intended
This warranty extends to the original end user of the equipment only and is not transferable. Any
exceptions must be approved in writing from Motorola.
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Parts and Components Covered
All parts and components, including consumable items such as batteries, and repair labor of the
warranted unit manufactured and/or installed by Motorola are covered by this warranty, except those
parts and components excluded below.
Parts and Components Not Covered
The Limited Warranty excludes camera mounts and normal wear-and-tear items such as frayed or
broken cords and scratched or broken displays. Motorola reserves the right to charge for damages
resulting from abuse, improper use, or extraordinary environmental damage (such as submersion in
liquid) to the unit during the warranty period at rates normally charged for repairing such units not
covered under the Limited Warranty. In cases where potential charges would be incurred due to said
damages, the agency submitting the system for repairs MUST be notified. Altered, damaged, or
removed serial numbers results in voiding this Limited Warranty. If while under the warranty period, it is
determined that the Motorola system was internally changed, modified, or repair attempted, the system
warranty will become null and void.
Limited Liability
Motorola’s liability is limited to the repair or replacement of components found to be defective by
Motorola. Motorola will not be liable for any indirect, consequential, or incidental damages arising out of
the use of or inability to use the system even if the unit proved to be defective.
Remedy
If, within the duration of this warranty, a unit or component covered by this warranty is diagnosed by
Motorola’s Customer Service phone support and proves to be defective in material or workmanship,
Motorola shall replace the defective unit with an Advance Replacement unit. The Advance
Replacement unit will ship via UPS ground and include a prepaid shipping label to return the defective
unit, which must be received by Motorola within thirty days. The Advance Replacement unit pursuant to
this warranty shall be warranted for the remainder of the warranty period.
Shipping
When an advance replacement is sent out, the unit will ship via ground shipping, and Motorola will
provide a prepaid shipping label to return any defective unit for end users in the continental United
States. A serial number is required to be submitted with the request in order to receive an advance
replacement unit. The customer will need to contact Motorola’s Customer Service department to
request a return material authorization (RMA) number. Failure to return the unit within the thirty-day
window will result in the customer being billed the full purchase price of the advance shipped unit.
If the customer requests the unit be sent in for repair, the end user will be responsible for any shipping
charges to Motorola. Motorola will return ship the product to a customer within the continental United
States by prepaid ground shipping only. Any expedited shipping costs are the responsibility of the end
user.
Customers that are outside the continental United States will be responsible for all transportation cost
both to and from Motorola’s factory for warranty service, including without limitation any export or import
fees, duties, tariffs, or any other related fees that may be incurred during transportation. You may also
obtain warranty service by contacting your local Motorola Authorized Service Center (ASC) for shipping
instructions. A list of local ASCs may be obtained by contacting Motorola’s Customer Service
Department. Customers will be responsible for all transportation costs to and from the local ASC for
warranty service.
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6.3 System Maintenance
All upgrades are subjected to a rigorous Engineering Change Notification (ECN) process and will
include extensive release notes across bug fixes, changes, and feature additions. Major software and
firmware upgrades and enhancements are scheduled for release every 9 to 12 months. Security
vulnerability updates will follow an accelerated deployment with the objective of minimizing disruption to
the system. All updates are provided at no additional cost to the Customer when covered by a support
agreement.
6.3.1 Service Management Plan
The Motorola Service Management Plan is built upon the following principles:
• ITIL and Good Industry Practice will reside at the core of our service management operating
model and in support of our service management organization.
• Service delivery will leverage Motorola public safety and managed services experience and
platforms.
• Technical architecture will be designed to comply with both customer and support organization
requirements.
• Service management capabilities and skills will be maintained at the level required to effectively
support our solutions.
• Delivering exceptional customer satisfaction will be core to the evolution of operations strategy.
6.3.1.1 Centralized Operations
Motorola’s approach to Operations Centers around the principles that centralized delivery and
standardization enhances the customer experience and drives improved outcomes. Through these
principles, Motorola has established Centralized Managed & Support Operations (CMSO), a global
organization with approximately 1000 personnel.
CMSO has a number of operation centers deployed across the world, each one operating in
accordance with a standard to deliver consistency to our customers, irrespective of where they are
located.
This operations center is staffed 8 hours a day, 5 days a week with system technologists and security
analysts providing Technical Support Operations (TSO).
6.3.1.2 Processes and Service Management Framework
Motorola has adopted the IT Infrastructure Library (ITIL) as its service management framework which
has been deemed best practice for the delivery of services. Policies, procedures, and work instructions
are aligned with ITIL, with accreditation to the following standards:
• ISO27001: International standard for the management of information security.
• ISO20000: International standard for service management.
• ISO9001: International standard for Quality Management Systems (QMS).
• ISO31000: International standard for the management of risk.
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6.3.1.3 Service Management Tools
Managed Support Suite Technology (MSST) operates in unison with processes, policies, and
procedures. This suite of tools spans Motorola's product set, facilitating the ability to manage services
in an integrated manner.
At the core of MSST resides the IT Service Management (ITSM) system, which provides accurate
logging, tracking, updates, notes, and closure of Requests, Incidents, Problems, and Changes. MSST
is a fully integrated solution, with multiple automations deployed across Event, Incident, and Change
Management. Motorola continues to evolve MSST in accordance with new services, industry-leading
practices, and improved customer experiences. The Customer service will leverage aspects of
MSST in accordance with the deployed solution, with specific core components being:
• ITSM: Core component which provides the effective management of case across the Customer
service.
• PureCloud: Automated Call Distribution system with Natural Language Understanding to
provide the Customer with more self-service capabilities.
6.3.2 Customer Responsibilities
• Facilitate ongoing Training as needed.
• Engage Technical Support as needed.
• Enable outgoing network connection (external firewall) to the CommandCentral cloud by utilizing
the Customer’s Internet connection on an ongoing basis.
6.3.3 Summary
Motorola’s Service Management Plan is based upon standardization of best-practice frameworks, tools,
processes, procedures, and work instructions. Ongoing external audits and accreditation maintain our
commitment to being best-in-class for public safety service delivery. Effective governance
encompasses all components of the service and provides assurance to the Customer of the required
level of oversight and management.
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Exhibit B
1
Master Customer Agreement
This Master Customer Agreement (the “MCA”) is entered into between Motorola Solutions, Inc.,
with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity
set forth in the signature block below (“Customer”). Motorola and Customer will each be referred
to herein as a “Party” and collectively as the “Parties”. This Agreement (as defined below) is
effective as of the date of the last signature (the “Effective Date”).
1. Agreement.
1.1. Scope; Agreement Documents. This MCA governs Customer’s purchase of Products (as
defined below) and Services (as defined below) from Motorola. Additional terms and conditions
applicable to specific Products and Services are set forth in one or more addenda attached to this
MCA (each an “Addendum”, and collectively the “Addenda”). In addition, the Parties have
agreed upon the Cost Summary, Payment Schedule, Solution Description, Statement of Work,
Training Plan, Maintenance and Support Agreement (and exhibits) and other ordering documents
setting forth the Products and Services to be purchased by Customer and provided by Motorola
and additional rights and obligations of the Parties (the “Ordering Documents”). To the extent
required by applicable procurement law, a proposal submitted by Motorola in response to a
competitive procurement process will be included within the meaning of the term Ordering
Documents.
1.2. Order of Precedence. Each Addendum will control with respect to conflicting terms in the
MCA, but only as applicable to the Products and Services described in such Addendum. Each
Ordering Document will control with respect to conflicting terms in the MCA or any Addenda, but
only as applicable to the Products and Services described on such Ordering Document. Among
the Ordering Documents, later dated documents take precedence over earlier dated documents.
2. Products and Services.
2.1. Products. Motorola will (a) provide hardware manufactured by Motorola or a third party
(“Equipment”), (b) license software which is either preinstalled on Equipment or installed on
Customer-Provided Equipment (as defined below) and licensed to Customer by Motorola for a
perpetual or other defined license term (“Licensed Software”), and (c) license cloud-based
software as a service products and other software which is either preinstalled on Equipment or
installed on Customer-Provided Equipment, but licensed to Customer by Motorola on a
subscription basis (“Subscription Software”) to Customer, to the extent each is set forth in an
Ordering Document, for Customer’s own use in accordance with this Agreement. The Equipment,
Licensed Software, and Subscription Software shall collectively be referred to herein as
“Products”, or individually as a “Product”. At any time during the Term (as defined below),
Motorola may substitute, with Customer’s approval, any Products at no cost to Customer, if the
substitute is substantially similar to the Products set forth in the applicable Ordering Documents.
2.2. Services.
2.2.1. Motorola will provide services related to purchased Products (“Services”), to the
extent set forth in an Ordering Document.
2.2.2. Integration Services; Maintenance and Support Services. If specified in an
Ordering Document, Motorola will provide, for the term of such Ordering
Document, (a) design, deployment, and integration Services in order to design,
install, set up, configure, and/or integrate the applicable Products at the applicable
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Exhibit B
2
locations (“Sites”), agreed upon by the Parties (“Integration Services”), or (b)
break/fix maintenance, technical support, or other Services (such as software
integration Services) (“Maintenance and Support Services”), each as further
described in the applicable statement of work. Maintenance and Support Services
and Integration Services will each be considered “Services”, as defined above.
2.2.3. Service Ordering Documents. The Fees for Services will be set forth in an Ordering
Document and any applicable project schedules. A Customer point of contact will
be set forth in the applicable statement of work for the Services.
2.2.4. Service Completion. Unless otherwise specified in the applicable Ordering
Document, Services described in an Ordering Document will be deemed complete
upon Motorola’s performance of all Services listed in such Ordering Document
(“Service Completion Date”); provided, however, that Maintenance and Support
Services may be offered on an ongoing basis during a given Ordering Document
term, in which case such Maintenance and Support Services will conclude upon
the expiration or termination of such Ordering Document.
2.3. Non-Preclusion. To the extent permitted by law, if, in connection with the Products and
Services provided under this Agreement, Motorola makes recommendations, including a
recommendation to purchase other products or services, to the extent permitted by law, nothing
in this Agreement precludes Motorola from participating in a future competitive bidding process
or otherwise offering or selling the recommended products or other services to Customer.
2.4. Customer Obligations. Customer will ensure that information Customer provides to
Motorola in connection with receipt of Products and Services are accurate and complete in all
material respects. Customer will make decisions within a reasonable time and obtain any required
management or City Council approvals that are reasonably necessary for Motorola to provide the
Products and Services and perform its other duties under this Agreement. Unless the applicable
Ordering Document states otherwise, Motorola may rely upon and is not required to evaluate,
confirm, reject, modify, or provide advice concerning any assumptions or Customer information,
decisions, or approvals described in this Section. If any assumptions in the Ordering Documents
or information provided by Customer prove to be incorrect, or if Customer fails to perform any of
its material obligations under this Agreement, Motorola’s ability to perform its obligations may be
impacted and changes to the Agreement, including the scope, Fees, and performance schedule
may be required.
2.5. Documentation. Products and Services may be delivered with documentation for the
Equipment, software Products, or data that specifies technical and performance features,
capabilities, users, or operation, including training manuals, and other deliverables, such as
reports, specifications, designs, plans, drawings, analytics, or other information (collectively,
“Documentation”). Documentation is and will be owned by Motorola, unless otherwise expressly
agreed in an Addendum or Ordering Document that certain Documentation will be owned by
Customer. Motorola hereby grants Customer a limited, royalty-free, worldwide, non-exclusive
license to use the Documentation solely for its internal business purposes in connection with the
Products and Services.
2.6. Motorola Tools and Equipment. As part of delivering the Products and Services, Motorola
may provide certain tools, equipment, models, and other materials of its own. Such tools and
equipment will remain the sole property of Motorola unless they are to be purchased by Customer
as Products and are explicitly listed on an Ordering Document.
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Exhibit B
3
2.7. Authorized Users. Customer will ensure its employees and Authorized Users comply with
the terms of this Agreement and will be liable for all acts and omissions of its employees and
Authorized Users. Customer is responsible for the secure management of Authorized Users’
names, passwords and login credentials for access to Products and Services. “Authorized
Users” are Customer’s employees or full-time contractors engaged for the purpose of supporting
the Products and Services that are not employees, contractors or competitors of Motorola, and
the entities (if any) specified in an Ordering Document or otherwise approved by Motorola in
writing (email from an authorized Motorola signatory accepted), which may include affiliates or
other Customer agencies.
2.8. Export Control. Customer, its employees, and any other Authorized Users will not access
or use the Products and Services in any jurisdiction in which the provision of such Products and
Services is prohibited under applicable laws or regulations (a “Prohibited Jurisdiction”), and
Customer will not provide access to the Products and Services to any government, entity, or
individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it and
its Authorized Users are not named on any U.S. government list of persons prohibited from
receiving U.S. exports, or transacting with any U.S. person; (b) it and its Authorized Users are not
a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit
its Authorized Users to access or use the Products or Services in violation of any U.S. or other
applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized
Users will comply with all applicable laws regarding the transmission of technical data exported
from the U.S. and the country in which Customer, its employees, and the Authorized Users are
located.
2.9. Change Orders. Unless a different change control process is agreed upon in writing by
the Parties, a Party may request changes to an Addendum or an Ordering Document by
submitting a change order to the other Party (each, a “Change Order”). Change Orders are
effective and binding on the Parties only upon execution of the Change Order by an authorized
representative of both Parties. If an executed Change Order causes an increase or decrease in
the Products or Services, the Parties by means of the Change Order will make appropriate
adjustments to the Fees, project schedule, or other matters.
For clarity, the Parties will execute Amendments, not Change Orders for administrative and record
management purposes, which will be executed and approved as to form by the City Attorney’s
Office. Accordingly, the word “Change Order” shall mean “Amendment” in all applicable
documents.
3. Term and Termination.
3.1. Term. [Intentionally Omitted]
3.2. Termination. [Intentionally Omitted]
3.3. Suspension of Services. After reasonable notice and an opportunity to cure, Motorola may
terminate or suspend any Products or Services under an Ordering Document if Motorola
determines: (a) the related Product license has expired or has terminated for any reason; (b) the
applicable Product is being used on a hardware platform, operating system, or version not
approved by Motorola; or (c) Customer fails to make any payments when due.
3.4. Effect of Termination or Expiration. Upon termination for any reason or expiration of this
Agreement, an Addendum, or an Ordering Document, Customer and the Authorized Users will
return or destroy (at Motorola’s option) all Motorola Materials and Motorola’s Confidential
Information in their possession or control and, as applicable, provide proof of such destruction,
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except that Equipment purchased by Customer should not be returned. Notwithstanding the
reason for termination or expiration, Customer must pay Motorola for Products and Services
already delivered. Customer and Motorola have a duty to mitigate any damages under this
Agreement, including in the event of default by either Party, and termination of this Agreement by
either Party. Upon termination, Customer may download Customer Data or may request a
quotation to engage Motorola to provide such services to download Customer Data.
3.5. Termination for Convenience. Customer may terminate this Agreement or applicable
Addendum or Ordering Document by providing sixty (60) days’ written notice to Motorola. City will
pay Motorola for Products delivered or Services satisfactorily performed up to the effective date.
4. Payment and Invoicing.
4.1. Fees. Changes in the scope of Services described in an Ordering Document may require
an adjustment to the Fees due under such Ordering Document. If a specific invoicing or payment
schedule is set forth in the applicable Addendum or Ordering Document, such schedule will apply
solely with respect to such Addendum or Ordering Document.
4.2. Taxes. The fees do not include any excise, sales, lease, use, property, or other taxes,
assessments, duties, or regulatory charges or contribution requirements (collectively, “Taxes”),
all of which will be paid by Customer, except as exempt by law, unless otherwise specified in an
Ordering Document. If Motorola is required to pay any Taxes, Customer will reimburse Motorola
for such Taxes within thirty (30) days after Customer’s receipt of an invoice therefore. Customer
will be solely responsible for reporting the Products for personal property tax purposes, and
Motorola will be solely responsible for reporting taxes on its income and net worth. The City of
Carlsbad is not subject to Taxes related to this Agreement.
4.3. Invoicing. Motorola will invoice Customer at the frequency set forth in the applicable
Addendum or Ordering Document, and Customer will pay all undisputed invoices within thirty (30)
days of the invoice date or as otherwise specified in the applicable Addendum or Ordering
Document. Motorola may invoice electronically via email, and Customer agrees to receive
invoices via email at the email address set forth in an Ordering Document.
5. Sites; Customer-Provided Equipment; Non-Motorola Content.
5.1. Access to Sites. Customer will be responsible for providing all necessary permits, licenses,
and other approvals necessary for the installation and use of the Products and the performance
of the Services at each applicable Site, including for Motorola to perform its obligations hereunder,
and for facilitating Motorola’s access to the Sites.
5.2. Site Conditions. Customer will ensure that (a) all Sites are safe and secure, (b) Site
conditions meet all applicable industry and legal standards (including standards promulgated by
OSHA or other governmental or regulatory bodies), (c) to the extent applicable, Sites have
adequate physical space, air conditioning, and other environmental conditions, electrical power
outlets, distribution, equipment, connections, and telephone or other communication lines
(including modem access and interfacing networking capabilities), and (d) Sites are suitable for
the installation, use, and maintenance of the Products and Services.
5.3. Site Issues. Motorola will have the right, with advance notice and Customer supervision,
to inspect the Sites and advise Customer of any deficiencies or non-conformities with the
requirements of this Section 5 – Sites; Customer-Provided Equipment; Non-Motorola
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Content. If Motorola or Customer identifies any deficiencies or non-conformities, Customer will
promptly remediate such issues.
5.4. Customer-Provided Equipment. Certain components, including equipment and software,
not provided by Motorola may be required for use of the Products and Services (“Customer-
Provided Equipment”). Customer will be responsible, at its sole cost and expense, for providing
and maintaining the Customer-Provided Equipment in good working order. Customer represents
and warrants that it has all rights in Customer-Provided Equipment to permit Motorola to access
and use the applicable Customer-Provided Equipment to provide the Products and Services
under this Agreement, and such access and use will not violate any laws or infringe any third-
party rights (including intellectual property rights). Customer (and not Motorola) will be fully liable
for Customer-Provided Equipment, and Customer will immediately notify Motorola of any
Customer-Provided Equipment damage, loss, change, or theft that may impact Motorola’s ability
to provide the Products and Services under this Agreement, and Customer acknowledges that
any such events may cause a change in performance schedule under the applicable Ordering
Document.
5.5. Non-Motorola Content. In certain instances, Customer may be permitted to access, use,
or integrate Customer or third-party software, services, content, and data that is not provided by
Motorola (collectively, “Non-Motorola Content”) with or through the Products and Services. If
Customer accesses, uses, or integrates any Non-Motorola Content with the Products or Services,
Customer will first obtain all necessary rights and licenses to permit Customer’s and its Authorized
Users’ use of the Non-Motorola Content in connection with the Products and Services. Customer
will also obtain the necessary rights for Motorola to use such Non-Motorola Content in connection
with providing the Products and Services, including the right for Motorola to access, store, and
process such Non-Motorola Content (e.g., in connection with Subscription Software), and to
otherwise enable interoperation with the Products and Services. Customer represents and
warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or integrating
the applicable Non-Motorola Content with the Products and Services, and that Customer and its
Authorized Users will comply with any terms and conditions applicable to such Non-Motorola
Content. If any Non-Motorola Content requires access to Customer Data (as defined below),
Customer hereby authorizes Motorola to allow the provider of such Non-Motorola Content to
access Customer Data, in connection with the interoperation of such Non-Motorola Content with
the Products and Services. Customer acknowledges and agrees that Motorola is not responsible
for, and makes no representations or warranties with respect to, the Non-Motorola Content
(including any disclosure, modification, or deletion of Customer Data resulting from use of Non-
Motorola Content or failure to properly interoperate with the Products and Services). If Customer
receives written notice that any Non-Motorola Content must be removed, modified, or disabled
within the Products or Services, Customer will promptly do so as soon as reasonably practicable.
Motorola will have the right to disable or remove Non-Motorola Content if Motorola believes a
violation of law, third-party rights, or Motorola’s policies is likely to occur, or if such Non-Motorola
Content poses or may pose a security or other risk or adverse impact to the Products or Services,
Motorola, Motorola’s systems, or any third party (including other Motorola customers) after
providing reasonable notice. Nothing in this Section will limit the exclusions set forth in Section
7.2 – Intellectual Property Infringement.
6. Representations and Warranties.
6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other
Party that (a) it has the right to enter into the Agreement and perform its obligations hereunder,
and (b) the Agreement will be binding on such Party.
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6.2. Motorola Warranties. Subject to the disclaimers and exclusions below, Motorola
represents and warrants that (a) Services will be provided in a good and workmanlike manner
and will conform in all material respects to the descriptions in the applicable Ordering Document;
and (b) for the duration of the Agreement, the Services will be free of material defects in materials
and workmanship (“Warranty Period”).
6.3. Warranty Claims; Remedies. To assert a warranty claim, Customer must notify Motorola
in writing of the claim prior to the expiration of the Warranty Period set forth in this MCA. Unless
a different remedy is otherwise expressly set forth for a particular warranty under an Addendum,
upon receipt of such claim, Motorola will investigate the claim and use commercially reasonable
efforts to repair or replace any confirmed materially non-conforming Product or re-perform any
non-conforming Service, at its option. Motorola’s warranties are extended by Motorola to
Customer only, and are not assignable or transferrable.
6.4. [Intentionally Omitted]
6.5. WARRANTY DISCLAIMER. WARRANTIES SET FORTH IN THE AGREEMENT ARE
THE COMPLETE WARRANTIES FOR THE PRODUCTS AND SERVICES AND MOTOROLA
DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND QUALITY. MOTOROLA DOES NOT REPRESENT OR WARRANT
THAT USE OF THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, ERROR-FREE,
OR FREE OF SECURITY VULNERABILITIES, OR THAT THEY WILL MEET CUSTOMER’S
PARTICULAR REQUIREMENTS.
7. Indemnification.
7.1. [Intentionally Omitted]
8. Limitation of Liability.
8.1. DISCLAIMER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR PERSONAL INJURY
OR DEATH, MOTOROLA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS
(COLLECTIVELY, THE “MOTOROLA PARTIES”) WILL NOT BE LIABLE IN CONNECTION
WITH THIS AGREEMENT (WHETHER UNDER MOTOROLA’S INDEMNITY OBLIGATIONS, A
CAUSE OF ACTION FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR
OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUES, EVEN IF
MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR ANY THIRD PARTY OF THE
POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES
OR LOSSES ARE FORESEEABLE. EXCEPT FOR PERSONAL INJURY OR DEATH, THE
CUSTOMER, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS
(COLLECTIVELY, THE “CUSTOMER PARTIES”) WILL NOT BE LIABLE IN CONNECTION
WITH THIS AGREEMENT (WHETHER UNDER CUSTOMER’S INDEMNITY OBLIGATIONS, A
CAUSE OF ACTION FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR
OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUES, EVEN IF
CUSTOMER HAS BEEN ADVISED BY MOTOROLA OR ANY THIRD PARTY OF THE
POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES
OR LOSSES ARE FORESEEABLE.
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NOTWITHSTANDING THE AFOREMENTIONED, MOTOROLA WILL BE LIABLE FOR
CONSEQUENTIAL DAMAGES RELATED TO SECTION 11.3 “DAMAGE AND LOSS OF DATA,”
BREACH OF CONFIDENTIALITY, GENERALLY DAMAGES TO CUSTOMER’S DIGITAL
INFRASTRUCTURE OR CITY DATA, REAL PROPERTY OR PERSONAL PROPERTY ARISING
OUT OF M500 IN-CAR VIDEO AS A SERVICE HARDWARE OR EQUIPMENT, AND WHERE
THE CUSTOMER WOULD NOT OTHERWISE HAVE A REMEDY. HOWEVER, EXCLUDING
PERSONAL INJURY OR DEATH, THE TOTAL AGGREGATE LIABILITY FOR THESE
EXCEPTIONS WILL NOT EXCEED TEN (10) MILLION DOLLLARS.
8.2. DIRECT DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL
AGGREGATE LIABILITY OF THE MOTOROLA PARTIES, WHETHER BASED ON A CLAIM IN
CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO OR ARISING OUT OF THE
AGREEMENT WILL NOT EXCEED TEN (10) MILLION DOLLLARS. EXCEPT FOR PERSONAL
INJURY OR DEATH, THE TOTAL AGGREGATE LIABILITY OF THE CUSTOMER PARTIES,
WHETHER BASED ON A CLAIM IN CONTRACT OR IN TORT, LAW OR EQUITY, RELATING
TO OR ARISING OUT OF THE AGREEMENT WILL NOT EXCEED TEN (10) MILLION
DOLLLARS.
8.3. ADDITIONAL EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A)
CUSTOMER-PROVIDED EQUIPMENT, NON-MOTOROLA CONTENT, THE SITES, OR THIRD-
PARTY PROVIDED MATERIALS PROVIDED OUTSIDE THE SCOPE OF WORK IN THIS
AGREEMENT, OR THE COMBINATION OF PRODUCTS AND SERVICES WITH ANY OF THE
FOREGOING UNLESS THE COMBINATION WAS ANTICIPATED IN THE ORDERING
DOCUMENT(S) FOR THE PRODUCTS OR SERVICES; (B) MODIFICATION OF PRODUCTS OR
SERVICES BY ANY PERSON OTHER THAN MOTOROLA UNLESS AUTHORIZED BY
MOTOROLA OR ANTICIPATED IN THE ORDERING DOCUMENT(S) FOR THE PRODUCTS OR
SERVICES; (C) DATA RECOVERY SERVICES OR DATABASE MODIFICATIONS NOT
PROVIDED BY MOTOROLA; OR (D) CUSTOMER’S OR ANY AUTHORIZED USER’S MATERIAL
BREACH OF THIS AGREEMENT TO THE EXTENT CAUSED BY CUSTOMER OR
INTENTIONAL MISUSE OF THE PRODUCTS AND SERVICES.
8.4. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the
purchase price for the disclaimed issues in Section 8.3 – Additional Exclusions above.
9. Confidentiality.
9.1. Confidential Information. For Motorola, “Confidential Information” means any and all
non-public information provided by one Party (“Discloser”) to the other (“Recipient”) that is
disclosed under this Agreement in oral, written, graphic, machine recognizable, or sample form,
being clearly designated, labeled or marked as confidential or its equivalent. With respect to
Motorola, Confidential Information may include Documentation. For Motorola, in order to be
considered Confidential Information, information that is disclosed orally must be identified as
confidential at the time of disclosure and confirmed by Discloser by submitting a written document
to Recipient within thirty (30) days after such disclosure. The written document must contain a
summary of the Confidential Information disclosed with enough specificity for identification
purpose and must be labeled or marked as confidential or its equivalent.
9.2. For Customer, “Confidential Information” means any and all non-public information
provided by one Party (“Discloser”) to the other (“Recipient”) that is disclosed under this
Agreement in any form. Customer further defines its Confidential Information as “City’s
Confidential Data” in Section 10.1 “Data Definitions” of the Agreement. This Section 9
“Confidentiality” also applies to City’s Confidential Data.
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Obligations of Confidentiality. During the Term and for a period of three (3) years from the
expiration or termination of this Agreement, Recipient will (a) not disclose Confidential Information
to any third party, except as expressly permitted in this Section 9 - Confidentiality; (b) restrict
disclosure of Confidential Information to only those employees (including, employees of any
wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same
parent company), agents or consultants who must access the Confidential Information for the sole
purpose of performing Motorola’s obligations under the Agreement, and who are bound by the
same confidentiality terms in this Agreement and Data Security Obligations as defined in the
Agreement; (c) not copy, reproduce, reverse engineer, de-compile or disassemble any
Confidential Information; (d) safeguard against disclosure of Confidential Information using
security technologies and techniques in accordance with standard industry practices for such data
and in accordance with the most current CJIS Security Policy and CLETS Policies and Practices
and Procedures; (e) promptly notify Discloser upon discovery of any unauthorized use or
disclosure of the Confidential Information and take reasonable steps to regain possession of the
Confidential Information and prevent further unauthorized actions or other breach of this
Agreement, but this section shall not limit Motorola’s obligations under Section 10.7 “Data Breach
and Security Incident Responsibilities” of the Agreement; and (f) only use the Confidential
Information as needed to fulfill its obligations and secure its rights under this Agreement.
9.3. Exceptions. Recipient is not obligated to maintain as confidential any information that
Recipient can demonstrate by documentation (a) is publicly available at the time of disclosure or
becomes available to the public without breach of this Agreement; (b) is lawfully obtained from a
third party without a duty of confidentiality to Discloser; (c) is otherwise lawfully known to
Recipient prior to such disclosure without a duty of confidentiality to Discloser; or (d) is
independently developed by Recipient without the use of, or reference to, any of Discloser’s
Confidential Information or any breach of this Agreement. Additionally, Recipient may disclose
Confidential Information to the extent required by law, including a judicial or legislative order or
proceeding, or as required by the California Public Records Act (California Government Code §
6250 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure §
2016.010 et seq.).
9.4. Ownership of Confidential Information. All Confidential Information is and will remain the
property of Discloser and will not be copied or reproduced without the express written permission
of Discloser (including as permitted herein). Within ten (10) days of receipt of Discloser’s written
request, Recipient will return or destroy all Confidential Information to Discloser along with all
copies and portions thereof, or certify in writing that all such Confidential Information has been
destroyed. No license, express or implied, in the Confidential Information is granted to the
Recipient other than to use the Confidential Information in the manner and to the extent authorized
by this Agreement. Discloser represents and warrants that it is authorized to disclose any
Confidential Information it discloses pursuant to this Agreement.
10. Proprietary Rights; Data; Feedback.
10.1. Data Definitions. The following terms will have the stated meanings: “Customer Contact
Data” means data Motorola collects from Customer, its Authorized Users, and their end users for
business contact purposes, including marketing, advertising, licensing and sales purposes;
“Service Use Data” means data generated by Customer’s use of the Products and Services or
by Motorola’s support of the Products and Services, including personal information, product
performance and error information, activity logs and date and time of use; “Customer Data”
means data, information, and content, including images, text, videos, documents, audio,
telemetry, location and structured data base records, provided by, through, or on behalf of
Customer, its Authorized Users, and their end users through the use of the Products and Services.
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Customer Data does not include Customer Contact Data, Service Use Data, or information from
publicly available sources or other Third-Party Data or Motorola Data; “Third-Party Data” means
information obtained by Motorola from publicly available sources or its third party content
providers and made available to Customer through the Products or Services; “Motorola Data”
means data owned or licensed by Motorola; “Feedback” means comments or information, in oral
or written form, given to Motorola by Customer or Authorized Users, including their end users, in
connection with or relating to the Products or Services; and “Process” or “Processing” means
any operation or set of operations which is performed on personal information or on sets of
personal information, whether or not by automated means, such as collection, recording, copying,
analyzing, caching, organization, structuring, storage, adaptation, or alteration, retrieval,
consultation, use, disclosure by transmission, dissemination or otherwise making available,
alignment or combination, restriction, erasure or destruction.
10.2. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer
with access to software, tools, data, and other materials, including designs, utilities, models,
methodologies, systems, and specifications, which Motorola has developed or licensed from third
parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations,
translations, de-compilations, disassemblies, or derivative works of the foregoing, whether made
by Motorola or another party) (collectively, “Motorola Materials”). The Products and Services,
Motorola Data, Third-Party Data, and Documentation, are considered Motorola Materials. Except
when Motorola has expressly transferred title or other interest to Customer by way of an
Addendum or Ordering Document, the Motorola Materials are the property of Motorola or its
licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola
Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets,
know-how, other intellectual property and proprietary rights, and all associated goodwill and moral
rights). For clarity, this Agreement does not grant to Customer any shared development rights in
or to any Motorola Materials or other intellectual property, and Customer agrees to execute any
documents and take any other actions reasonably requested by Motorola to effectuate the
foregoing. Motorola and its licensors reserve all rights not expressly granted to Customer, and no
rights, other than those expressly granted herein, are granted to Customer by implication,
estoppel or otherwise. Customer will not modify, disassemble, reverse engineer, derive source
code or create derivative works from, merge with other software, distribute, sublicense, sell, or
export the Products and Services or other Motorola Materials, or permit any third party to do so.
10.3. Ownership of Customer Data. Customer retains all right, title and interest, including
intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to
Customer Data except those rights granted under this Agreement including the right to Process
and use the Customer Data as set forth in Section 10.4 – Processing Customer Data below
and in other applicable Addenda. The Parties agree that with regard to the Processing of personal
information which may be part of Customer Data, Customer is the controller and Motorola is the
processor, and may engage sub-processors pursuant to Section 10.4.3 – Sub-processors.
10.4. Processing Customer Data.
Motorola Use of Customer Data. Subject to CJIS compliance, to the extent
permitted by law, Customer grants Motorola and subcontractors designated within
this agreement a right to use Customer Data to (a) perform Services and provide
Products under the Agreement, and (b) analyze the Customer Data to operate,
maintain, and manage Motorola Products and Services for Customer. Customer
Data shall not be used for demonstration or testing purposes for products, services
and uses by Motorola or any subcontractor that is beyond the scope of products
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and services delivered as part of this agreement unless authorized in writing by
Customer.
10.4.1. Collection, Creation, Use of Customer Data. Customer further represents and
warrants that the Customer Data, Customer’s collection, creation, and use of the
Customer Data (including in connection with Motorola’s Products and Services),
and Motorola’s use of such Customer Data in accordance with the Agreement, will
not violate any laws or applicable privacy notices or infringe any third-party rights
(including intellectual property and privacy rights). Customer also represents and
warrants that the Customer Data will be accurate and complete, and that Customer
has obtained all required consents, provided all necessary notices, and met any
other applicable legal requirements with respect to collection and use (including
Motorola’s and its subcontractors’ use) of the Customer Data as described in the
Agreement.
10.4.2. Sub-processors. [Intentionally Omitted]
10.5. Data Retention and Deletion. Except for anonymized Customer Data, as described above,
or as otherwise provided under the Agreement, Motorola will delete all Customer Data following
termination or expiration of this MCA or the applicable Addendum or Ordering Document, with
such deletion to occur no later than one-hundred eighty (180) days following the applicable date
of termination or expiration, unless otherwise required to comply with applicable law. Any requests
for the exportation or download of Customer Data must be made by Customer to Motorola in
writing before expiration or termination, subject to Section 13.9 – Notices. Motorola will have no
obligation to retain such Customer Data beyond expiration or termination unless the Customer
has purchased extended storage from Motorola through a mutually executed Ordering Document.
10.6. Service Use Data. Subject to CJIS compliance, Customer understands and agrees that
Motorola may collect and use Service Use Data for its own purposes, including the uses described
below. Motorola may use Service Use Data to (a) operate, maintain, manage, and improve
existing products and services, (b) test products and services, (c) to aggregate Service Use Data
and combine it with that of other users. Service Use Data may be not be disclosed to third parties
unless expressly authorized by law and only with Customer’s prior approval.
10.7. Third-Party Data and Motorola Data. Motorola Data and Third-Party Data may be available
to Customer through the Products and Services. Customer and its Authorized Users may use
Motorola Data and Third-Party Data as permitted by Motorola and the applicable Third-Party Data
provider, as described in the applicable Addendum. Unless expressly permitted in the applicable
Addendum or required by law, Customer will not, and will ensure its Authorized Users will not: (a)
use the Motorola Data or Third-Party Data for any purpose other than Customer’s internal
business purposes; (b) disclose the data to third parties; (c) “white label” such data or otherwise
misrepresent its source or ownership, or resell, distribute, sublicense, or commercially exploit the
data in any manner; (d) use such data in violation of applicable laws; (e) remove, obscure, alter,
or falsify any marks or proprietary rights notices indicating the source, origin, or ownership of the
data; or (f) modify such data or combine it with Customer Data or other data or use the data to
build databases. To the degree Motorola Data and Third-Party Data is required by law to be
released or used, Customer will notify Motorola as soon as reasonably practicable. Additional
restrictions may be set forth in the applicable Addendum. Any rights granted to Customer or
Authorized Users with respect to Motorola Data or Third-Party Data will immediately terminate
upon termination or expiration of the applicable Addendum, Ordering Document, or this MCA.
Further, after providing reasonable notice and an opportunity to cure, Motorola or the applicable
Third-Party Data provider may suspend, change, or terminate Customer’s or any Authorized
User’s access to Motorola Data or Third-Party Data if Motorola or such Third-Party Data provider
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believes Customer’s or the Authorized User’s use of the data violates the Agreement, applicable
law or Motorola’s agreement with the applicable Third-Party Data provider. Upon termination of
Customer’s rights to use any Motorola Data or Third-Party Data, Customer and all Authorized
Users will immediately discontinue use of such data, delete all copies of such data, and certify
such deletion to Motorola.
10.8. Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create
any confidentiality obligation for Motorola, unless designated in writing as confidential by
Customer. Motorola may use, reproduce, license, and otherwise distribute and exploit the
Feedback without any obligation or payment to Customer or Authorized Users and Customer
represents and warrants that it has obtained all necessary rights and consents to grant Motorola
the foregoing rights.
10.9. Improvements; Products and Services. The Parties agree that, notwithstanding any
provision of this MCA or the Agreement to the contrary, all fixes, modifications and improvements
to the Services or Products conceived of or made by or on behalf of Motorola that are based either
in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise) are the
exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or
improvements will vest solely in Motorola. Customer agrees to execute any written documents
necessary to assign any intellectual property or other rights it may have in such fixes,
modifications or improvements to Motorola.
11. Force Majeure; Delays Caused by Customer.
11.1. Force Majeure. Neither Party will be responsible for nonperformance or delayed
performance due to events outside of its reasonable control. If performance will be significantly
delayed, the affected Party will provide notice to the other Party, and the Parties will agree (in
writing) upon a reasonable extension to any applicable performance schedule.
11.2. Delays Caused by Customer. Motorola’s performance of the Products and Services will
be excused for delays caused by Customer or its Authorized Users or subcontractors, or by failure
of any assumptions set forth in this Agreement (including in any Addendum or Ordering
Document). In the event of a delay under this Section 11.2 – Delays Caused by Customer, (a)
Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in writing
via a mutually executed change order or new or additional Ordering Documents) upon a
reasonable extension to any applicable performance schedule.
12. Disputes. The Parties will use the following procedure to resolve any disputes relating to
or arising out of this Agreement (each, a “Dispute”):
12.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the
laws of the State of California.
12.2. Negotiation; Mediation. [Intentionally Omitted]
12.3. Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within
one hundred twenty (120) days from Mediation, either Party may submit the Dispute exclusively
to a court in San Diego County, California. Each Party expressly consents to the exclusive
jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any
mediation.
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Exhibit B
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13. General.
13.1. Compliance with Laws. Each Party will comply with applicable laws in connection with the
performance of its obligations under this Agreement, including that Customer will ensure its and
its Authorized Users’ use of the Products and Services complies with law (including privacy laws),
and Customer will obtain any FCC and other licenses or authorizations (including licenses or
authorizations required by foreign regulatory bodies) required for its and its Authorized Users’ use
of the Products and Services. After providing reasonable prior notice and the opportunity to cure,
Motorola may, at its discretion, cease providing or otherwise modify Products and Services (or
any terms related thereto in an Addendum or Ordering Document), in order to comply with any
changes in applicable law.
13.2. Audit; Monitoring. Subject to CJIS compliance, Customer-approved Motorola personnel
will have the right to monitor and audit use of the Products, which may also include access by
Motorola to Customer Data and Service Use Data. Customer will provide notice of such
monitoring to its Authorized Users and obtain any required consents, including individual end
users, and will cooperate with Motorola in any monitoring or audit. Customer will maintain during
the Term, and for two (2) years thereafter, accurate records relating to any software licenses
granted under this Agreement to verify compliance with this Agreement. Motorola or a third party
(“Auditor”) may inspect Customer’s and, as applicable, Authorized Users’, books and records.
Motorola will pay expenses and costs of the Auditor, unless Customer is found to be in violation
of the terms of the Agreement, in which case Customer will be responsible for such expenses and
costs
13.3. .Assignment and Subcontracting. Neither Party may assign or otherwise transfer this
Agreement without the prior written approval of the other Party, which shall not be unreasonably
withheld. Subject to the foregoing, this Agreement will be binding upon the Parties and their
respective successors and assigns.
13.4. Waiver. A delay or omission by either Party to exercise any right under this Agreement will
not be construed to be a waiver of such right. A waiver by either Party of any of the obligations
to be performed by the other, or any breach thereof, will not be construed to be a waiver of any
succeeding breach or of any other obligation. All waivers must be in writing and signed by the
Party waiving its rights.
13.5. Severability. If any provision of the Agreement is found by a court of competent jurisdiction
to be invalid, illegal, or otherwise unenforceable, such provision will be deemed to be modified to
reflect as nearly as possible the original intentions of the Parties in accordance with applicable
law. The remaining provisions of this Agreement will not be affected, and each such provision will
be valid and enforceable to the full extent permitted by applicable law.
13.6. Independent Contractors. Each Party will perform its duties under this Agreement as an
independent contractor. The Parties and their personnel will not be considered to be employees
or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party
the right or authority to make commitments of any kind for the other. This Agreement will not
constitute, create, or be interpreted as a joint venture, partnership, or formal business organization
of any kind.
13.7. Third-Party Beneficiaries. The Agreement is entered into solely between, and may be
enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create
any right or cause of action in or on behalf of, any entity other than the Parties. Notwithstanding
the foregoing, a licensor or supplier of third-party software included in the software Products will
be a direct and intended third-party beneficiary of this Agreement.
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13.8. Interpretation. The section headings in this Agreement are included only for convenience
The words “including” and “include” will be deemed to be followed by the phrase “without
limitation”. This Agreement will be fairly interpreted in accordance with its terms and conditions
and not for or against either Party.
13.9. Notices. Notices required under this Agreement to be given by one Party to the other must
be in writing and either personally delivered or sent to the address provided by the other Party by
certified mail, return receipt requested and postage prepaid (or by a recognized courier service,
such as FedEx, UPS, or DHL), and will be effective upon receipt.
13.10. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies
provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other
remedies available to either Party at law, in equity, by contract, or otherwise. Except as
specifically stated in this Agreement, the election by a Party of any remedy provided for in this
Agreement or otherwise available to such Party will not preclude such Party from pursuing any
other remedies available to such Party at law, in equity, by contract, or otherwise.
13.11. Survival. The following provisions will survive the expiration or termination of this
Agreement for any reason: Section 2.4 – Customer Obligations; Section 3.4 – Effect of
Termination or Expiration; Section 4 – Payment and Invoicing; Section 6.5 – Warranty
Disclaimer; Section 7.1 – General Indemnity; Section 8 – Limitation of Liability; Section 9 –
Confidentiality; Section 10 – Proprietary Rights; Data; Feedback; Section 11 – Force
Majeure; Delays Caused by Customer; Section 12 – Disputes; and Section 13 – General.
13.12. Entire Agreement. This Agreement may be executed in multiple counterparts, and will
have the same legal force and effect as if the Parties had executed it as a single document. The
Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy, or
computer image of a signature, will be treated, and will have the same effect as an original
signature, and will have the same effect, as an original signed copy of this document. This
Agreement may be amended or modified only by a written instrument signed by authorized
representatives of both Parties. The preprinted terms and conditions found on any Customer
purchase order, acknowledgment, or other form will not be considered an amendment or
modification or part of this Agreement, even if a representative of each Party signs such
document.
The Parties hereby enter into this MCA as of the Effective Date.
Motorola: Motorola Solutions, Inc. Customer: City of Carlsbad, CA
By: ______________________________ By: ______________________________
Name: ___________________________ Name: ____________________________
Title: ____________________________ Title: _____________________________
Date: ____________________________ Date: ____________________________
By: ______________________________
Name: ___________________________
Title: ____________________________
Date: ____________________________
Docusign Envelope ID: 6669D870-BD74-4B8F-8C4E-606FD6312D68
1/28/2025
MSSSI Vice President
Jerry Burch
Ryan Christensen
Assistant Secretary
1/28/2025
Feb. 4, 2025 Item #3 Page 353 of 372
Exhibit B
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Equipment Purchase and Software License Addendum
This Equipment Purchase and Software License Addendum (this “EPSLA”) is entered into
between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL
60661 (“Motorola”) and the entity set forth in the signature block below or in the MCA
(“Customer”), and will be subject to, and governed by, the terms of the Master Customer
Agreement entered into between the Parties, effective as of [________] (the “MCA”). Capitalized
terms used in this EPSLA, but not defined herein, will have the meanings set forth in the MCA.
1. Addendum. This EPSLA governs Customer’s purchase of Equipment and license of
Licensed Software (and, if set forth in an Ordering Document, related Services) from Motorola,
and will form part of the Parties’ Agreement.
2. Delivery of Equipment and Licensed Software.
2.1. Delivery and Risk of Loss. Motorola will provide to Customer the Products (and, if
applicable, related Services) set forth in an Ordering Document, in accordance with the terms of
the Agreement. Motorola will, using commercially reasonable practices, pack the ordered
Equipment and ship such Equipment to the Customer address set forth in the applicable Ordering
Document or otherwise provided by Customer in writing, using a carrier selected by Motorola.
Notwithstanding the foregoing, delivery of Equipment (and any incorporated Licensed Software)
will occur, and title and risk of loss for the Equipment will pass to Customer, upon delivery. For
any additional equipment purchased beyond the 94 mobile video units, Customer will pay all
shipping costs, taxes, and other charges applicable to the shipment and import or export of the
Products and Services, as applicable, and such costs will be included as an itemized expense in
the then applicable scope of work, and Customer will be responsible for reporting the Products
for personal property tax purposes. Delivery of Licensed Software for installation on Equipment
or Customer-Provided Equipment will occur upon the earlier of (a) electronic delivery of the
Licensed Software by Motorola, and (b) the date Motorola otherwise makes the Licensed
Software available for download by Customer. If agreed upon in an Ordering Document, Motorola
will also provide Services related to such Products.
2.2. Delays. Any shipping dates set forth in an Ordering Document are approximate, and while
Motorola will make reasonable efforts to ship Products by any such estimated shipping date,
Motorola will not be liable for any delay or related damages to Customer. Time for delivery will
not be of the essence, and delays will not constitute grounds for cancellation, penalties,
termination, or a refund.
2.3. Beta Services. If Motorola makes any beta version of a software application (“Beta
Service”) available to Customer, Customer may choose to use such Beta Service at its own
discretion, provided, however, that Customer will use the Beta Service solely for purposes of
Customer’s evaluation of such Beta Service, and for no other purpose. Customer acknowledges
and agrees that all Beta Services are offered “as-is” and without any representations or warranties
or other commitments or protections from Motorola. Motorola will determine the duration of the
evaluation period for any Beta Service, in its sole discretion, and Motorola may discontinue any
Beta Service at any time. Customer acknowledges that Beta Services, by their nature, have not
been fully tested and may contain defects or deficiencies.
3. Licensed Software License and Restrictions.
3.1. Licensed Software License. Subject to Customer’s and its Authorized Users’ compliance
with the Agreement (including payment terms), Motorola hereby grants Customer and its
Authorized Users a limited, non-transferable, non-sublicensable, and non-exclusive license to use
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15
the Licensed Software identified in an Ordering Document, in object code form only, and the
associated Documentation, solely in connection with the Equipment provided by Motorola or
authorized Customer-Provided Equipment (as applicable, the “Designated Products”) and solely
for Customer’s internal business purposes. Unless otherwise stated in an Addendum or the
Ordering Document, the foregoing license grant will be limited to the number of licenses set forth
in the applicable Ordering Document and will continue for the life of the applicable Designated
Product. Except as otherwise permitted in an applicable Addendum or Ordering Document,
Customer may install, access, and use Licensed Software only in Customer’s owned or controlled
facilities, including any authorized mobile sites; provided, however, that Authorized Users using
authorized mobile or handheld devices may also log into and access the Licensed Software
remotely from any location.
3.2. Subscription License Model. If the Parties mutually agree that any Licensed Software
purchased under this EPSLA will be replaced with or upgraded to Subscription Software, then
upon such time which the Parties execute the applicable Ordering Document, the licenses granted
under this EPSLA will automatically terminate, and such Subscription Software will be governed
by the terms of the applicable Addendum under this Agreement.
3.3. End User Licenses. Notwithstanding any provision to the contrary in the Agreement,
certain Licensed Software is governed by a separate license, EULA, or other agreement, including
terms governing third-party equipment or software, such as open source software, included in the
Products and Services. Customer will comply, and ensure its Authorized Users comply, with any
such additional terms applicable to third-party equipment or software.
3.4. Customer Restrictions. Customers and Authorized Users will comply with the applicable
Documentation in connection with their use of the Products. Customer will not and will not allow
others, including the Authorized Users, to: (a) make the Licensed Software available for use by
unauthorized third parties, including via a commercial rental or sharing arrangement; (b) reverse
engineer, disassemble, or reprogram the Licensed Software or any portion thereof to a human-
readable form; (c) modify, create derivative works of, or merge the Licensed Software with other
software or equipment; (d) copy, reproduce, distribute, lend, lease, or transfer the Licensed
Software or Documentation for or to any third party without the prior express written permission
of Motorola; (e) take any action that would cause the Licensed Software or Documentation to be
placed in the public domain; (f) use the Licensed Software to compete with Motorola; or (g)
remove, alter, or obscure, any copyright or other notice.
3.5. Copies. Customer may make one (1) copy of the Licensed Software solely for archival,
back-up, or disaster recovery purposes during the term of the applicable Licensed Software
license. Customer may make as many copies of the Documentation reasonably required for the
internal use of the Licensed Software during such Licensed Software’s license term. Unless
otherwise authorized by Motorola in writing, Customer will not, and will not enable or allow any
third party to: (a) install a licensed copy of the Licensed Software on more than one (1) unit of a
Designated Product; or (b) copy onto or transfer Licensed Software installed in a unit of a
Designated Product onto another device. Customer may temporarily transfer Licensed Software
installed on a Designated Product to another device if the Designated Product is inoperable or
malfunctioning. Temporary transfer of the Licensed Software to another device must be
discontinued when the original Designated Product is returned to operation and the Licensed
Software must be removed from the other device. Customer must provide prompt written notice
to Motorola at the time temporary transfer is discontinued.
3.6. Resale of Equipment. Equipment contains embedded Licensed Software. If Customer
desires to sell its used Equipment to a third party other than for salvage/scrap, Customer must
first receive prior written authorization from Motorola and obtain written acceptance of the
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Exhibit B
16
applicable Licensed Software license terms, including the obligation to pay relevant license fees,
from such third party.
4. Term.
4.1. Term. [Intentionally Omitted]
4.2. Termination. [Intentionally Omitted]
5. Payment. Customer will pay invoices for the Products and Services provided under this
EPSLA in accordance with the invoice payment terms set forth in the MCA.
6. Representations and Warranties; Liability.
6.1. Motorola Warranties. Warranties will be in accordance with the MCA.
6.2. ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGES
SET FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT
TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) DEFECTS IN OR
DAMAGE TO PRODUCTS RESULTING FROM USE OTHER THAN IN THE NORMAL
AUTHORIZED MANNER, OR FROM ACCIDENT, LIQUIDS, OR NEGLECT; (B) TESTING,
MAINTENANCE, REPAIR, INSTALLATION, OR MODIFICATION BY PARTIES OTHER THAN
MOTOROLA; (C) CUSTOMER’S OR ANY AUTHORIZED USER’S FAILURE TO COMPLY WITH
INDUSTRY AND OSHA OR OTHER LEGAL STANDARDS; (D) DAMAGE TO RADIO
ANTENNAS, UNLESS CAUSED BY DEFECTS IN MATERIAL OR WORKMANSHIP; (E)
EQUIPMENT WITH NO SERIAL NUMBER; (F) BATTERIES OR CONSUMABLES; (G) FREIGHT
COSTS FOR SHIPMENT TO REPAIR DEPOTS; (H) COSMETIC DAMAGE THAT DOES NOT
AFFECT OPERATION; (I) NORMAL WEAR AND TEAR; (J) ISSUES OR OBSOLESCENCE OF
LICENSED SOFTWARE DUE TO CHANGES IN CUSTOMER OR AUTHORIZED USER
REQUIREMENTS, EQUIPMENT, OR SYSTEMS; (K) TRACKING AND LOCATION-BASED
SERVICES; OR (L) BETA SERVICES.
6.3. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the
purchase price for the disclaimed or excluded issues in the MCA or Section 6.2 – Additional
Exclusions above.
7. Copyright Notices. The existence of a copyright notice on any Licensed Software will not
be construed as an admission or presumption of publication of the Licensed Software or public
disclosure of any trade secrets associated with the Licensed Software.
8. Survival. The following provisions will survive the expiration or termination of this EPSLA
for any reason: Section 3 – Licensed Software License and Restrictions; Section 4 – Term;
Section 5 – Payment; Section 6.2 – Additional Exclusions; Section 8 – Survival.
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Exhibit B
17
Software Products Addendum
This Software Products Addendum (this “SPA”) is entered into between Motorola Solutions, Inc.,
with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity
set forth in the signature block below or in the MCA (“Customer”), and will be subject to, and
governed by, the terms of the Master Customer Agreement entered into between the Parties,
effective as of [________] (the “MCA”), and the applicable Addenda. Capitalized terms used in
this SPA, but not defined herein, will have the meanings set forth in the MCA or the applicable
Addenda.
1. Addendum. This SPA governs Customer’s purchase of certain Motorola software Products,
including Software Systems, and will form part of the Parties’ Agreement. A “Software
System” is a solution that includes at least one command center software Product and
requires Integration Services to deploy such software Product at a Customer Site or onto any
Customer-Provided Equipment or Equipment provided to Customer. In addition to the MCA,
other Addenda may be applicable to the Software System or other software Products,
including the Subscription Software Addendum (“SSA”), with respect to Subscription
Software, and the Equipment Purchase and Software License Addendum (“EPSLA”), with
respect to Licensed Software and Equipment, as further described below. This SPA will
control with respect to conflicting terms in the MCA or any other applicable Addendum, but
only as applicable to the Software System or other software Products purchased under this
SPA and not with respect to other Products and Services.
2. Software Systems; Applicable Terms and Conditions.
2.1. Cloud Hosted Software System. If Customer purchases a “cloud hosted Software
System,” where the applicable software is hosted in a data center and provided to Customer as
a service (i.e., as hosted Subscription Software), including CommandCentral Products, then such
Subscription Software is subject to the SSA. Any Equipment purchased in connection with a cloud
Software System is subject to the EPSLA. System completion is determined in accordance with
the provisions of Section 3 – Software System Completion below.
2.2. Services. Any Integration Services or Maintenance and Support Services purchased in
connection with, or included as a part of, a Software System are subject to the MCA, and as
described in the applicable Ordering Document.
3. Software System Completion. If applicable, any Software System described in an
Ordering Document hereunder (including the Products, Integration Services, and all other
components thereof) will be deemed completed when all of the following have occurred: (1)
Customer has determination Motorola has completed all milestones identified in the Ordering
Document for Final System Acceptance, (2) Motorola has delivered all Products and Services
identified in the Ordering Document, and (3) Customer has had Beneficial Use of each Product
that is included in the Software System (unless alternative acceptance procedures are set forth
in the applicable Ordering Document) (the “System Completion Date”). Customer will not
unreasonably delay determination of milestone completion or Beneficial Use of any Product within
the Software System, and in any event, the Parties agree that Beneficial Use of a Product will be
deemed to have occurred in accordance with the definition of “Beneficial Use” below. For clarity,
if a Software System is comprised of more than one Product, Motorola may notify Customer that
all Integration Services for a particular Product within the Software System have been completed,
and Customer may have Beneficial Use of such Product prior to having Beneficial Use of other
Products in the Software System, or of the Software System as a whole. In such case, the
Integration Services applicable to such Product will be deemed complete upon Customer’s
Beneficial Use of the Product (“Product Completion Date”), which may occur before the System
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Completion Date. As used in this Section, “Beneficial Use” means use by Customer’s Authorized
Users of the material features and functionalities of a Product within a Software System, in
material conformance with Product descriptions in the applicable Ordering Document, in a
production or live-use environment. This Section applies to Products purchased as part of a
Software System notwithstanding the delivery provisions of the Addendum applicable to such
Products, such as the SSA or EPSLA, and this Section will control over such other delivery
provisions to the extent of a conflict.
4. Payment. Customer will pay invoices for the Products and Services covered by this SPA
in accordance with the invoice payment terms set forth in the MCA.
5. Prohibited Use. Customer will not integrate or use, or permit a third party or an Authorized
User to integrate or use, any Non-Motorola Content with or in connection with a Software System
or other software Product provided by Motorola under this SPA, without the express written
permission of Motorola.
6. API Support. Motorola will use commercially reasonable efforts to maintain its Application
Programming Interface (“API”) offered sold in connection with any Software System. APIs will
evolve and mature over time, requiring changes and updates. Motorola will use reasonable efforts
to continue supporting any version of an API for 6 months after such version is introduced, but if
Motorola determines, in its sole discretion, determines to discontinue support of an API for any
reason, Motorola will provide reasonable advance notification to Customer. If an API presents a
security risk, Motorola may discontinue an API without prior notice.
7. Support of Downloaded Clients. If Customer purchases any software Product that
requires a client installed locally on any Customer-Provided Equipment or Equipment in
possession of Customer, Customer will be responsible for downloading and installing the current
version of such client, as it may be updated from time to time. Motorola will use reasonable efforts
to continue supporting any version of a client for ninety (90) days following the general availability
of a new version release. Motorola may update the current version of its client at any time,
including for security vulnerabilities, bug fixes, product improvements, and feature updates, and
Motorola makes no representations or warranties that any software Product will support prior
versions of a client.
8. Applicable End User Terms. Additional license terms apply to third-party software
included in CAD and Records Products which are available online at:
www.motorolasolutions.com/legal-flow-downs. Customer will comply, and ensure its Authorized
Users comply, with all such additional license terms. Specifically, the following Esri As-a-Service
Terms and Twilio/Sendgrid Acceptable Use Policy apply:
9.1. Esri As-a-Service Terms
Any customer or end-user of Esri software agrees to:
a. Disclaim, to the extent permitted by applicable law, Esri and its licensors’ liability for any
damages or loss of any kind, whether direct, special, indirect, incidental, or consequential,
arising from the use of the Esri OEM software(s) including, but not limited to, liability for use of
Esri OEM(s) in high-risk activities or liability related to any data supplied by Esri.
b. Upon notice by Motorola Solutions that its OEM agreement with Esri has terminated or
expired, agrees to (i) cease access and use of Esri OEM software), online services and clear
online services client-side data cache and (ii) cease use, uninstall, remove, and destroy all Esri
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Exhibit B
19
OEM software(s) and any whole or partial copies, modifications, or merged portions in any form
and execute and deliver evidence of such actions to Motorola Solutions.
c. Comply fully with all relevant export laws and regulations of the United States to
ensure that Esri OEM or any direct product thereof, is not exported, directly or indirectly,
in violation of United States law.
d. Not remove or obscure any copyright, trademark notice, or restrictive legend.
e. Accept all terms in any click-through terms included with Esri licensed material.
f. Accept that Esri OEM software may contain some nonconformities, defects, errors, or
omissions. THE HOSTED SOLUTION(S) IS/ARE PROVIDED "AS IS" WITHOUT WARRANTY
OF ANY KIND. Without limiting the generality of the preceding sentence, Esri and its licensors
do not warrant data, online services, and the Esri OEM software will meet the hosted solutions
end user's needs or expectations, that the use of data, online services, and Esri OEM software
will be uninterrupted, or that all nonconformities can or will be corrected. Esri and its licensors
are not inviting reliance on data, online services, and Esri OEM software and hosted solution
end user should always verify actual data, online services and hosted solutions(s).
g. Not to share its login or password with any other third party or other hosted solution end
user.
9.2 Twilio/Sendgrid Services
Use of the Twilio Services provided hereunder shall be in accordance with theTwilio
Acceptable Use Policy, incorporated below.
Twilio may suspend the Twilio Services immediately upon notice to Customer for cause if: (i)
Customer or an End User materially violates (or Twilio believes, in good faith, that Customer or
an End User has materially violated) any provision of the Twilio Acceptable Use Policy; (ii) there
is an unusual and material spike or increase in Customer’s use of the Twilio Services and Twilio
believes, in good faith, that such traffic or use is fraudulent or materially and negatively
impacting the operating capability of the Twilio Services; (iii) Twilio determines, in good faith,
that its provision of the Twilio Services is prohibited by applicable Law. Notwithstanding the
foregoing, Twilio will use commercially reasonable efforts to (x) provide Customer as much prior
notice as possible of any situation its aware of that could lead to a right to suspend described in
this Section 8.3, (y) work with Customer to remedy any situation that could lead to a right to
suspend described in this Section 8.3 if such situation can be remedied, and (z) limit any
suspension as much a possible given the circumstances leading to the suspension (e.g., to
certain phone numbers, sub-accounts or other subset of traffic).
This Acceptable Use Policy (“AUP”) describes rules that apply to any party (“Customer”) using
any products and services (“Services”) provided by Twilio Inc. or any of its affiliates (collectively,
“Twilio”) and any user of any software application or service made available by Customer that
interfaces with the Services (“End User”). The examples described in this AUP are not
exhaustive. Customer is responsible for its End Users’ compliance with this AUP. If Customer or
any End User violates this AUP, Twilio may suspend Customer’s use of the Services. This AUP
may be updated by Twilio from time to time upon reasonable notice, which may be provided via
Customer’s account or e-mail.
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Exhibit B
20
No Inappropriate Content or Users. Do not use the Services to transmit or store any content or
communications (commercial or otherwise) that is illegal, harmful, unwanted, inappropriate,
objectionable, confirmed to be criminal misinformation, or otherwise poses a threat to the public.
This prohibition includes use of the Services by a hate group or content or communications that
originate from a hate group or are exploitive, abusive, or hate speech.
Prohibited Activities. Do not use the Services to engage in or encourage any activity that is
illegal, deceptive, harmful, violating others' rights, or harmful to Twilio's business operations or
reputation, including:
• Violations of Laws. Violating laws, regulations, governmental orders, or industry
standards or guidance in any applicable jurisdiction (collectively, “Applicable Laws”).
This includes violating Applicable Laws requiring (a) consent be obtained prior to
transmitting, recording, collecting, or monitoring data or communications or (b)
compliance with opt-out requests for any data or communications.
• Interference with the Services. Interfering with or otherwise negatively impacting any
aspect of the Services or any third-party networks that are linked to the Services.
• Reverse Engineering. Reverse engineering, copying, disassembling, or decompiling
the Services.
• Falsification of Identity or Origin. Creating a false identity or any attempt to mislead
others as to the identity of the sender or the origin of any data or communications.
No Service Integrity Violations. Do not violate the integrity of the Services, including:
• Bypassing Service Limitations. Attempting to bypass, exploit, defeat, or disable
limitations or restrictions placed on the Services.
• Security Vulnerabilities. Finding security vulnerabilities to exploit the Services or
attempting to bypass any security mechanism or filtering capabilities.
• Disabling the Services. Any denial of service (DOS) attack on the Services or any other
conduct that attempts to disrupt, disable, or overload the Services.
• Harmful Code or Bots. Transmitting code, files, scripts, agents, or programs intended
to do harm, including viruses or malware, or using automated means, such as bots, to
gain access to or use the
• Services.
• Unauthorized Access. Attempting to gain unauthorized access to the Services.
Data Safeguards. Customer is responsible for determining whether the Services offer
appropriate o safeguards for Customer's use of the Services, including, but not limited to,
any safeguards required by ILQ)
Applicable Laws, prior to transmitting or processing, or prior to permitting End Users to
transmit or process, any data or communications via the Services.
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Violations of this AUP, including any prohibited content or communications, may be
reported to https://www.twilio.com/help/abuse (https://www.twilio.com/help/abuse).
Customer agrees to immediately report any violation of this Al-JP to Twilio and provide
cooperation, as requested by Twilio, to investigate and/or remedy that violation.
10. Additional Terms for On-Premise Software System as a Service. The terms set forth in
this Section 10 – Additional Terms for On-Premise Software System as a Service apply
in the event Customer purchases an on-premises Software System as a service under this
SPA.
10.1. Transition to Subscription License Model. If the Parties mutually agree that any on-
premises Subscription Software purchased under this SPA as part of an on-premises Software
System as a service will be replaced with or upgraded to Subscription Software hosted in a data
center, then upon such time which the Parties execute the applicable Ordering Document, (a) the
licenses granted to such on-premises Subscription Software under the applicable Ordering
Document will automatically terminate, (b) Customer and its Authorized Users will cease use of
the applicable on-premises copies of Subscription Software, and (c) the replacement hosted
Subscription Software provided hereunder will be governed by the terms of the SSA and this SPA.
10.2. Transition Fee. Motorola will not charge additional Fees for Services related to the
transition to hosted Subscription Software, as described in Section 10.1 – Transition to
Subscription License Model. Notwithstanding the foregoing, subscription Fees for the
applicable hosted Subscription Software are subject to the SSA and the applicable Ordering
Document.
10.3. Software Decommissioning. Upon (a) transition of the on-premises Software System as a
service to Subscription Software hosted in a data center or (b) any termination of the Subscription
Software license for the on-premises Software System as a service. Customer agrees to
decommission the applicable software from its premises and to attest to the same. For clarity,
Customer will retain the right to use Licensed Software that is firmware incorporated into
Equipment purchased by Customer from Motorola and any Microsoft operating system Licensed
Software.
11. Additional Terms.
11.1. CJIS Security Policy. Motorola agrees to support Customer’s obligation to comply with the
Federal Bureau of Investigation Criminal Justice Information Services (“CJIS”) Security Policy
and will comply with the terms of the CJIS Security Addendum for the term of the Addendum or
Ordering Document for the applicable Product. Customer must consent to and escort Motorola
personnel accessing unencrypted Criminal Justice Information for purposes of Product support
and development.
12. Additional Cloud Terms. The terms set forth in this Section 12 – Additional Cloud
Terms apply in the event Customer purchases any cloud hosted software.
12.1. Data Storage. Motorola will determine, in its sole discretion, the location of the stored
content for cloud hosted software. All data, replications, and backups will be stored at a location
in the United States for Customers in the continental United States.
12.2. Data Retrieval. Cloud hosted software will leverage different types of storage to optimize
software, as determined in Motorola’s sole discretion. For multimedia data, such as videos,
pictures, audio files, Motorola will, in its sole discretion, determine the type of storage medium
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used to store the content. The type of storage and medium selected by Motorola will determine
the data retrieval speed.
12.3. Maintenance. Scheduled maintenance of cloud hosted Software will be performed
periodically. Motorola will make commercially reasonable efforts to notify customers one (1) week
in advance of any such maintenance. Unscheduled and emergency maintenance may be
required from time to time. Motorola will make commercially reasonable efforts to notify customers
of any unscheduled or emergency maintenance 24 hours in advance.
13. Survival. The following provisions will survive the expiration or termination of this SPA for
any reason: Section 1 – Addendum; Section 2 – Software Systems; Applicable Terms and
Conditions; Section 6 – Prohibited Use; Section 9 – Applicable End User Terms; Section
13 – Survival.
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Subscription Software Addendum
This Subscription Software Addendum (this “SSA”) and the Exhibit to this SSA for
CommandCentral Investigate, powered by LexisNexis is entered into between Motorola
Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”)
and the entity set forth in the signature block below or in the MCA (“Customer”), and will be
subject to, and governed by, the terms of the Master Customer Agreement entered into between
the Parties, effective as of [________] (the “MCA”). Capitalized terms used in this SSA, but not
defined herein, will have the meanings set forth in the MCA.
1. Addendum. This SSA governs Customer’s purchase of Subscription Software (and, if set
forth in an Ordering Document, related Services) from Motorola, and will form part of the Parties’
Agreement. Additional Subscription Software-specific Addenda or other terms and conditions may
apply to certain Subscription Software, where such terms are provided or presented to Customer.
2. Delivery of Subscription Software.
2.1. Delivery. During the applicable Subscription Term (as defined below), Motorola will
provide to Customer the Subscription Software set forth in an Ordering Document, in accordance
with the terms of the Agreement. Motorola will provide Customer advance notice (which may be
provided electronically) of any planned downtime. Delivery will occur upon Customer’s receipt of
credentials required for access to the Subscription Software or upon Motorola otherwise providing
access to the Subscription Software. If agreed upon in an Ordering Document, Motorola will also
provide Services related to such Subscription Software.
2.2. Modifications. In addition to other rights to modify the Products and Services set forth in
the MCA, Motorola may modify the Subscription Software, any associated recurring Services and
any related systems so long as their functionality (as described in the applicable Ordering
Document) is not materially degraded. Documentation for the Subscription Software may be
updated to reflect such modifications. For clarity, new features or enhancements that are added
to any Subscription Software may be subject to additional Fees which will be set forth in an
Amendment or Ordering Document.
2.3. User Credentials. If applicable, Motorola will provide Customer with administrative user
credentials for the Subscription Software, and Customer will ensure such administrative user
credentials are accessed and used only by Customer’s employees with training on their proper
use. Customer will protect, and will cause its Authorized Users to protect, the confidentiality and
security of all user credentials, including any administrative user credentials, and maintain user
credential validity, including by updating passwords. Customer will be liable for any use of the
Subscription Software through such user credential (including through any administrative user
credentials), including any changes made to the Subscription Software or issues or user impact
arising therefrom. To the extent Motorola provides Services to Customer in order to help resolve
issues resulting from changes made to the Subscription Software through user credentials,
including through any administrative user credentials, or issues otherwise created by Authorized
Users, such Services will be billed to Customer on a time and materials basis, and Customer will
pay all invoices in accordance with the payment terms of the MCA which will be set forth in an
Amendment or Ordering Document.
2.4. Beta Services. If Motorola makes any beta version of a software application (“Beta
Service” or software application not available for General Release) available to Customer,
Customer may choose to use such Beta Service at its own discretion, provided, however, that
Customer will use the Beta Service solely for purposes of Customer’s evaluation of such Beta
Service, and for no other purpose. Customer acknowledges and agrees that all Beta Services are
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offered “as-is” and without any representations or warranties or other commitments or protections
from Motorola. Motorola will determine the duration of the evaluation period for any Beta Service,
in its sole discretion, and Motorola may discontinue any Beta Service at any time. Customer
acknowledges that Beta Services, by their nature, have not been fully tested and may contain
defects or deficiencies.
3. Subscription Software License and Restrictions.
3.1. Subscription Software License. Subject to Customer’s and its Authorized Users’
compliance with the Agreement, including payment terms, Motorola hereby grants Customer and
its Authorized Users a limited, non-transferable, non-sublicensable, and non-exclusive license to
use the Subscription Software identified in an Ordering Document, and the associated
Documentation, solely for Customer’s internal business purposes. The foregoing license grant will
be limited to use in the territory and to the number of licenses set forth in an Ordering Document
(if applicable), and will continue for the applicable Subscription Term. Customer may access, and
use the Subscription Software only in Customer’s owned or controlled facilities, including any
authorized mobile sites; provided, however, that Authorized Users using authorized mobile or
handheld devices may also log into and access the Subscription Software remotely from any
location. No custom development work will be performed under this Addendum.
3.2. End User Licenses. Notwithstanding any provision to the contrary in the Agreement,
certain Subscription Software is governed by a separate license, EULA, or other agreement,
including terms governing third-party software, such as open source software, included in the
Subscription Software. Customer will comply, and ensure its Authorized Users comply, with such
additional license agreements.
3.3. Customer Restrictions. Customers and Authorized Users will comply with the applicable
Documentation and the copyright laws of the United States and all other relevant jurisdictions
(including the copyright laws where Customer uses the Subscription Software) in connection with
their use of the Subscription Software. Customer will not, and will not allow others including the
Authorized Users, to make the Subscription Software available for use by unauthorized third
parties, including via a commercial rental or sharing arrangement; reverse engineer, disassemble,
or reprogram software used to provide the Subscription Software or any portion thereof to a
human-readable form; modify, create derivative works of, or merge the Subscription Software or
software used to provide the Subscription Software with other software; copy, reproduce,
distribute, lend, or lease the Subscription Software or Documentation for or to any third party; take
any action that would cause the Subscription Software, software used to provide the Subscription
Software, or Documentation to be placed in the public domain; use the Subscription Software to
compete with Motorola; remove, alter, or obscure, any copyright or other notice; share user
credentials (including among Authorized Users); use the Subscription Software to store or
transmit malicious code; or attempt to gain unauthorized access to the Subscription Software or
its related systems or networks.
4. Term.
4.1. Subscription Terms. The duration of Customer’s subscription to the first Subscription
Software and any associated recurring Services ordered under this SSA (or the first Subscription
Software or recurring Service, if multiple are ordered at once) will commence upon delivery of
such Subscription Software (and recurring Services, if applicable) and will continue for a twelve
(12) month period or such longer period identified in an Ordering Document (the “Initial
Subscription Period”). Following the Initial Subscription Period, Motorola will provide notification
at least ninety (90) days prior to renewal for additional twelve (12) month periods (each, a
“Renewal Subscription Year”). Either Party may notify the other Party of its intent not to renew
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at least thirty (30) days before the conclusion of the then-current Subscription Term. Customer
will provide documentation to affirm renewal via an Amendment or Ordering Document of the
Subscription Software for the Renewal Subscription Year (the Initial Subscription Period and each
Renewal Subscription Year will each be referred to herein as a “Subscription Term”.) Motorola
may increase Fees prior to any Renewal Subscription Year, but only in the amount set forth in the
M500 SOW. Unless otherwise specified in the applicable Ordering Document, if Customer orders
any additional Subscription Software or recurring Services under this SSA during an in-process
Subscription Term, the subscription for each new Subscription Software or recurring Service will
(a) commence upon delivery of such Subscription Software or recurring Service, and continue
until the conclusion of Customer’s then-current Subscription Term (a “Partial Subscription
Year”), and (b) renew in accordance with the same terms stated herein for Renewal Subscription
Years thereafter, unless either Party notifies the other Party of its intent not to renew at least thirty
(30) days before the conclusion of the then-current Subscription Term. Thus, unless otherwise
specified in the applicable Ordering Document, the Subscription Terms for all Subscription
Software and recurring Services hereunder will be synchronized.
4.2. Term. [Intentionally Omitted]
4.3. Termination. [Intentionally Omitted]
4.4. Wind Down of Subscription Software. In addition to the termination rights in the MCA,
Motorola may terminate any Ordering Document and Subscription Term, in whole or in part, in
the event Motorola plans to cease offering the applicable Subscription Software or Service to
customers. Motorola will provide at least one (1) year advance notice of our intent to cease
offering any product covered by the Agreement.
5. Payment.
5.1. Payment. Unless otherwise provided in an Ordering Document (and notwithstanding the
provisions of the MCA), Customer will prepay an annual subscription Fee set forth in an Ordering
Document for each Subscription Software and associated recurring Service, before the
commencement of each Subscription Term. For any Partial Subscription Year, the applicable
annual subscription Fee will be prorated based on the number of months in the Partial
Subscription Year. The annual subscription Fee for Subscription Software and associated
recurring Services may include certain one-time Fees, such as start-up fees, license fees, or other
fees set forth in an Ordering Document. After providing reasonable notice and an opportunity to
cure, Motorola will have the right to suspend the Subscription Software and any recurring Services
if Customer fails to make any payments when due.
5.2. Subscription True-Up. Motorola will have the right to conduct an audit of total named users
credentialed by Customer for any Subscription Software during a Subscription Term, and
Customer will cooperate with such audit. If Motorola determines that Customer’s usage of the
Subscription Software during the applicable Subscription Term exceeded the total number of
subscriptions purchased by Customer, Motorola may invoice Customer for the additional
subscriptions used by Customer, pro-rated for each additional subscription from the date such
subscription was activated, and Customer will pay such invoice in accordance with the payment
terms in the MCA. Such audits, if conducted, will occur prior to subscription renewal/extension.
6. [Intentionally Omitted]
7. Motorola as a Controller or Joint Controller. In all instances where Motorola acts as a
controller of data, it will comply with the applicable provisions of the Motorola Privacy Statement
at https://www.motorolasolutions.com/en_us/about/privacy-policy.html#privacystatement, as may
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be updated from time to time. Motorola holds all Customer Contact Data as a controller and shall
Process such Customer Contact Data in accordance with the Motorola Privacy Statement. In
instances where Motorola is acting as a joint controller with Customer, the Parties will enter into
a separate Addendum to the Agreement to allocate the respective roles as joint controllers. To
the extent there are conflicts between the Motorola Privacy Statement and terms in this
Addendum, the terms in the Addendum shall control.
8. Survival. The following provisions will survive the expiration or termination of this SSA for
any reason: Section 4 – Term; Section 5 – Payment; Section 6.1 – Additional Exclusions;
Section 8 – Survival.
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Mobile Video Addendum
This Mobile Video Addendum (this “MVA”) is entered into between Motorola Solutions, Inc., with
offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and Customer (as
defined in the MCA), and will be subject to, and governed by, the terms of the Master Customer
Agreement (the “MCA”), and the applicable Addenda. Capitalized terms used in this MVA, but not
defined herein, will have the meanings set forth in the MCA or the applicable Addenda.
1. Addendum. This MVA governs Customer’s purchase of any Motorola mobile video Products,
including participation in Motorola’s Video-as-a-Service Program (“VaaS Program”). A
“Mobile Video System” is a solution that includes at least one mobile video Product and
requires Integration Services to deploy such mobile video Product or the associated evidence
management Product at a Customer Site. In addition to the MCA, other Addenda may be
applicable to Products offered under this MVA, including the Subscription Software Addendum
(“SSA”), with respect to Subscription Software, and the Equipment Purchase and Software
License Addendum (“EPSLA”), with respect to Licensed Software and Equipment, as each of
those terms are defined therein, and as further described below. This MVA will control with
respect to conflicting or ambiguous terms in the MCA or any other applicable Addendum, but
only as applicable to the Mobile Video System or other Products purchased under this MVA
and not with respect to other Products or Services.
2. Evidence Management Systems; Applicable Terms and Conditions.
2.1. [Intentionally Omitted]
2.2. Cloud Hosted Evidence Management. If Customer purchases Mobile Video System where
the software for evidence management is hosted in a data center and provided to Customer as a
service (“Cloud Hosted Evidence Management System”), including CommandCentral
Evidence and EvidenceLibrary.com Products, then such Cloud Hosted Evidence Management
System is subject to the SSA. Any Equipment purchased in connection with Cloud Hosted
Evidence Management System is subject to the EPSLA. Cloud Hosted Evidence Management
System described in this Section do not qualify for the System Warranty. System completion,
however, is determined in accordance with the provisions of Section 7 –System Completion
below.
2.3. Services. Any Integration Services or Maintenance and Support Services purchased in
connection with, or included as a part of, a Mobile Video System are subject to the MCA, and as
described in the applicable Ordering Document.
3. Payment. Customer will pay invoices for the Products and Services covered by this MVA
in accordance with the invoice payment terms set forth in the MCA. Fees for Mobile Video
Systems will be invoiced as of the System Completion Date, unless another payment process or
schedule or milestones are set forth in an Ordering Document or applicable Addendum. In
addition to Equipment, Licensed Software, Subscription Software and Integration Services (as
applicable) sold as part of a Mobile Video System, the Ordering Documents for a Mobile Video
System may also include post-deployment Integration Services or other Services which are to be
provided following the date of functional demonstration (“Post-Deployment Services”). Post-
Deployment Services will be invoiced upon their completion and paid by Customer in accordance
with the terms of the MCA.
4. [Intentionally Omitted]
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5. Additional Software and Video Terms.
5.1. Unlimited Storage. In the event Customer purchases a Cloud Hosted Evidence
Management System with “Unlimited Storage”, including evidence management under the VaaS
Program, then “Unlimited Storage” means storage of all data captured using Equipment sold
under this MVA, provided that (1) video recordings are recorded in an event-based setting where
users are not recording an entire shift under one video footage and (2) Customer’s data retention
policies and practices do not result in the retention of data beyond the legal minimums set forth
by the State in which the Customer resides. In the event Customer does not comply with the
preceding clauses (1) and (2), Motorola shall have the right to charge Customer for such excess
data storage at the prevailing rates. Motorola also has the right to place any data that has not
been accessed for a consecutive six (6) month period into archival storage, retrieval of which may
take up to twenty-four (24) hours from any access request.
5.2. Applicable End User Terms. Additional license terms apply to third-party software
included in certain software Products which are available online at:
www.motorolasolutions.com/legal-flow-downs. Customer will comply, and ensure its Authorized
Users comply, with all such additional license terms. Applicable terms are provided in Section 9
of the Software Products Addendum.
5.3. WatchGuard Detector Mobile. Any order by Customer of WatchGuard Detector Mobile is
on a subscription basis and subject to the SSA.
5.4. Vigilant Access. Customer may opt for subscription to additional Subscription Software,
including use of the Law Enforcement Archival Network (“LEARN”), which is subject to the SSA
and any additional terms governing the use of LEARN. If Customer purchases a subscription to
commercial license plate recognition data, then Customer will execute and agree to the terms of
Motorola’s standard Data License Addendum.
5.5. License Plate Recognition Data. License plate recognition (“LPR”) data collected by
Customer is considered Customer Data (as defined in the MCA) and is therefore subject to the
Customer’s own retention policy. Customer, at its option, may share its LPR data with other
similarly situated Law Enforcement Agencies (“LEAs”) which contract with Motorola to access
LEARN by selecting this option within LEARN. Other similarly situated LEAs may similarly opt to
share their LPR data with Customer using LEARN. Such LPR data generated by other LEAs is
considered Third-Party Data (as defined in the MCA), is governed by the retention policy of the
respective LEA, and shall be used by Customer only in connection with its use of LEARN. LPR
data that has reached its expiration date will be deleted from LEARN. Only individuals who are
agents and/or sworn officers of Customer and who are authorized by Customer to access LEARN
on behalf of Customer through login credentials provided by Customer (“User Eligibility
Requirements”) may access LEARN. Vigilant in its sole discretion may deny access to LEARN
to any individual based on such person’s failure to meet the User Eligibility
Requirements. Customer will ensure no user logins are provided to agents or officers of other
local, state, or Federal LEAs without the express written consent of Vigilant. Customer will be
responsible for all individuals’ access to, and use of, LEARN through use of Customer login
credentials, including ensuring their compliance with this Agreement.
5.6. API Support. Motorola will use commercially reasonable efforts to maintain its Application
Programming Interface (“API”) sold in connection with any Mobile Video System. APIs will evolve
and mature over time, requiring changes and updates. Motorola will use reasonable efforts to
continue supporting any version of an API for six (6) months after such version is introduced, but
if Motorola determines, in its sole discretion, to discontinue support of an API for any reason,
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Motorola will provide reasonable advance notification to Customer. If an API presents a security
risk, Motorola may discontinue an API without prior notice.
5.7. Support of Downloaded Clients. If Customer purchases any software Product that
requires a client installed locally on Customer-Provided Equipment or Equipment in possession
of Customer, Customer will be responsible for downloading and installing the current version of
such client, as it may be updated from time to time. Motorola will use reasonable efforts to
continue supporting any version of a client for ninety (90) days following the general availability
of a new version release. Motorola may update the current version of its client at any time,
including for security vulnerabilities, bug fixes, product improvements, and feature updates, and
Motorola makes no representations or warranties that any software Product will support prior
versions of a client.
5.8. CJIS Security Policy. Motorola agrees to support Customer’s obligation to comply with
the Federal Bureau of Investigation Criminal Justice Information Services (“CJIS”) Security Policy
and will comply with the terms of the CJIS Security Policy and the CLETS Policies Practices and
Procedures. The CJIS Security Policy and CLETS Policies and Practices and Procedures are
amended from time to time and Motorola is responsible for adhering to the most current versions.
Security Addendum for the term of the Addendum or Ordering Document for the applicable
Product. Customer hereby consents to Motorola screened personnel serving as the “escort” within
the meaning of CJIS Security Policy for unscreened Motorola personnel that require access to
unencrypted Criminal Justice Information for purposes of Product support and development.
6. VaaS Program Terms. All hardware provided by Motorola to Customer under the VaaS
Program will be considered “Equipment”, as defined in the EPSLA, and constitutes a purchase of
such Equipment subject to the terms of the EPSLA. Additionally, the following terms and
conditions apply to any Equipment purchased under the VaaS Program:
6.1. [Intentionally Omitted]
6.2. No-Fault Warranty. Subject to the disclaimers set forth in the MCA and EPSLA, upon
delivery of any Equipment purchased as part of the VaaS Program, Motorola will provide a No-
fault Warranty to Customer for such Equipment that extends until the end of the Commitment
Term (as defined below) applicable to such Equipment; except that the No-fault Warranty will not
apply to: (i) any Equipment with intentionally altered or removed serial numbers, (ii) any other
damages disclaimed under the MCA or EPSLA, or (iii) any Equipment that Motorola determines
was changed, modified, or repaired by Customer or any third party. The “No-fault Warranty”
means that Motorola will repair or replace any Equipment components or parts that render the
applicable Equipment unable to perform its intended purpose.
6.3. Commitment Term. Customer commits to a five (5) year subscription term for such
Equipment at the rate provided in the Master AgreementOrdering Document (the “Initial
Commitment Term”). If Customer, for any reason, terminates any of its obligations to Motorola
prior to expiration of the applicable Commitment Term (as defined below), Customer will be
subject to the payments described in Section 6.7.2 – Termination hereunder.
6.4. Additional Devices. Any additional Equipment, including any accessory items, ordered by
Customer after Customer’s initial purchase of Equipment hereunder may be subject to an
incremental increase in Fees. In the event Customer orders additional Equipment under the VaaS
Program within the ninety (90) days immediately following its initial purchase, such Equipment will
be included in and subject to the Initial Commitment Term. Any additional Equipment purchased
under the VaaS Program subsequent to such ninety (90) day period, will commence an additional
subscription term commitment for such Equipment of five (5) years (a “Subsequent Commitment
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Term”) with respect to the monthly Fee associated with such additional Equipment. For purposes
of this Addendum, the Initial Commitment Term and each Subsequent Commitment Term are
each also referred to herein as a “Commitment Term”.
6.5. Included Subscription Software.
6.5.1. EvidenceLibrary.com. Subject to Section 6.7.1 – VaaS Term, the VaaS Program
provides Customer with a subscription to the Cloud Hosted Evidence Management
System specified in the Ordering Document during the VaaS Term (as defined
below), the use of which is subject to the SSA. Customer’s subscription will include
unlimited users, Unlimited Storage and unlimited sharing, provided any media or
data uploaded to the Cloud Hosted Evidence Management System is done so
using Motorola Equipment actively enrolled in the VaaS Program. Following
expiration of the applicable Commitment Term, if Customer desires to continue
use of expired Equipment with the Cloud Hosted Evidence Management System,
Customer must purchase additional access to Cloud Hosted Evidence
Management System based on Motorola’s prevailing rates, or Motorola may
disconnect connectivity of any expired Equipment to the Cloud Hosted Evidence
Management System.
6.5.2. CommandCentral. For each Body Camera, in-car system or integrated system
purchased, Customer will receive one user license for Motorola CommandCentral,
which provides access to CC Community, CC Capture, CC Vault and CC Records.
If the Customer requires additional licenses to CommandCentral they must be
purchased for an additional fee.
6.5.3. CarDetector Mobile. If Customer’s VaaS Program order includes an in-car system,
Customer will receive a subscription to WatchGuard CarDetector Mobile during the
VaaS Term, the use of which is subject to the SSA.
6.6. VaaS Program Payment. Unless otherwise provided in an Ordering Document (and
notwithstanding the provisions of the MCA), Customer will prepay a subscription Fee quarterly
(each a “Subscription Quarter”), as set forth in an Ordering Document. If Customer orders any
additional Product(s) under the VaaS Program subsequent to the initial purchase by Customer,
Fees for such additional Product will be added to the quarterly subscription Fee, and will be
payable on the same Fee payment schedule as the initial Product purchased under the VaaS
Program; provided, however, that for the first Subscription Quarter during which such additional
Product is purchased, the subscription Fee for the applicable additional Product will be pro-rated
based on the applicable number of days remaining in the such initial Subscription Quarter.
6.7. VaaS Program Term and Termination.
6.7.1. VaaS Term. Customer’s participation in the VaaS Program will commence upon
the effective date of the Master Agreement (“the “VaaS Term”). Following the end
of any Commitment Term, Customer’s access to the Cloud Hosted Evidence
Management System with respect to the Equipment purchased relative to that
Commitment Term will expire, and Customer must download or transfer all
Customer Data associated with the applicable Equipment within thirty (30) days
following expiration unless Customer purchases extended access to the Cloud
Hosted Evidence Management System from Motorola at the prevailing rates.
Motorola has no obligation to retain Customer Data for expired Equipment beyond
thirty (30) days following expiration of the applicable Commitment Term. For
example, if Customer purchases 100 devices on January 1 of Year 1 of the VaaS
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Term, and then 100 additional devices on January 1 of Year 3, on December 31
of Year 5 (i.e., the conclusion of the Initial Commitment Term), Customer’s access
to the Cloud Hosted Evidence Management System with respect to the first 100
devices will be discontinued, and Customer must purchase extended storage or
transfer all Customer Data associated with the first 100 devices within thirty (30)
days of expiration of the Initial Commitment Term. In the foregoing example, the
Cloud Hosted Evidence Management System access and data storage for the
second 100 devices purchase will extend until December 31 of Year 7.
6.7.2. Termination.
The termination provisions applicable to the VaaS Program will be those set forth in the MCA,
EPSLA and SSA, as applicable. If Customer’s participation in the VaaS Program is terminated
for any reason, unless due to Motorola’s breach, prior to the end of the Initial Commitment Term
or any Subsequent Commitment Term, Customer will pay the pro-rated remainder of the
aggregate Equipment MSRP price (prevailing as of the time of delivery), calculated by
multiplying the MSRP price of all Equipment purchased under the VaaS Program by the
percentage resulting from dividing the number of months remaining in the Commitment Term
applicable to such Equipment by sixty (60). In the event Customer purchased Equipment on
multiple dates, resulting in separate Commitment Terms for certain Equipment, the preceding
calculation will be made relative to the applicable Commitment Term for each Equipment order.
For example:
If Customer terminated any of the 60 units order at on June 1, 2026, based on the MSRP price
of $4,286.25, the customer would have to pay $3,071.81 per cancelled unit. This is based upon
the total MSRP price ($4,286.25) times the number of months remaining in the term (43 months)
divided by the total term (60 months): $4,286.25 X (43/60) = $3,071.81 per cancelled unit.
If Customer terminated any of the 34 units order at on June 1, 2026, based on the MSRP price
of $7,143.75, the customer would have to pay $5,119.69 per cancelled unit. This is based upon
the total MSRP price ($7,143.75) times the number of months remaining in the term (43 months)
divided by the total term (60 months): $7,143.75 X (43/60) = $5,119.69 per cancelled unit.
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Exhibit B
32
Notwithstanding the aforementioned, in the event Customer terminates for breach of the
agreement, or if hardware or equipment fails to perform as intended by smoking, catching on
fire, or otherwise posing a risk to human safety, Customer will not pay the pro-rated remainder
of the aggregate Equipment MSRP price as specified above.
7. System Completion. If applicable, any Mobile Video System sold hereunder will be
deemed completed upon Customer’s (or the applicable Authorized User’s) Beneficial Use of the
applicable Mobile Video System (the “System Completion Date”). Customer will not
unreasonably delay Beneficial Use, and in any event, the Parties agree that Beneficial Use will
be deemed to have occurred thirty (30) days after functional demonstration. As used in this
Section, “Beneficial Use” means use by Customer or at least one (1) Authorized User of the
material features and functionalities of Mobile Video System, in material conformance with
Product descriptions in the applicable Ordering Document. Any additional Equipment sold in
connection with the initial Mobile Video System shall be deemed delivered in accordance of the
terms of the EPSLA. Any additional Subscription Software purchased under the VaaS Program
will be deemed delivered upon Customer’s receipt of credentials required for access to the Cloud
Hosted Evidence Management System or upon Motorola otherwise providing access to the Cloud
Hosted Evidence Management System. This Section applies to Products purchased under the
MVA notwithstanding the delivery provisions of the Addendum applicable to such Products, such
as the SSA or EPSLA, and this Section will control over such other delivery provisions to the
extent of a conflict.
8. Additional Cloud Terms. The terms set forth in this Section 8 – Additional Cloud
Terms apply in the event Customer purchases any cloud hosted software Products under this
MVA, including a Cloud Hosted Evidence Management System.
8.1. Data Storage. Motorola will determine, in its sole discretion, the location of the stored
content for cloud hosted software Products. All data, replications, and backups will be stored at a
location in the continental United States for Customers in the United States.
8.2. Data Retrieval. Cloud hosted software Products will leverage different types of storage to
optimize software, as determined in Motorola’s sole discretion. For multimedia data, such as
videos, pictures, audio files, Motorola will, in its sole discretion, determine the type of storage
medium used to store the content. The type of storage and medium selected by Motorola will
determine the data retrieval speed.
8.3. Availability. Motorola will make reasonable efforts to provide monthly availability of 99.9%
for cloud hosted software Products with the exception of maintenance windows. There are many
factors beyond Motorola’s control that may impact Motorola’s ability to achieve this goal.
8.4. Maintenance. Scheduled maintenance of cloud hosted software Products will be
performed periodically. Motorola will make commercially reasonable efforts to notify customers
one (1) week in advance of any such maintenance. Unscheduled and emergency maintenance
may be required from time to time. Motorola will make commercially reasonable efforts to notify
customers of any unscheduled or emergency maintenance twenty-four (24) hours in advance.
9. Survival. The following provisions will survive the expiration or termination of this MVA
for any reason: Section 1 – Addendum; 2 – Evidence Management Systems; Applicable
Terms and Conditions; Section 3 – Payment; Section 5.2 – Applicable End User Terms;
Section 6.5.1 – EvidenceLibrary.com; Section 6.7 – VaaS Program Term and Termination;
Section 9 – Survival.
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