HomeMy WebLinkAboutMotorola; 2024-09-01;Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D
Date:09/19/2025
Company Name: CARLSBAD, CITY OF
Attn:
Billing Address: 1635 FARADAY AVENUE
City, State, Zip: CARLSBAD, CA, 92010
Customer Contact: Kevin Peebler
Phone:
Required P.O. :
PO#:
Customer# : 1000196289
Bill to Tag#:
Contract Start Date :01-Sep-2024
Contract End Date :31-Aug-2026
Payment Cycle :ANNUALLY
Qty Service Name Service Description Extended Amt
SSV01S01626A ASTRO SUA UO IMPLEMENTATION SERVICES CC $0.00
SSV01S01631A SUA RELEASE IMPLEMENTATION TRAINING CC $0.00
SSV01S01630A SUA RELEASE IMPACT TRAINING CC $0.00
LSV01S01107A ASTRO SYSTEM ESSENTIAL PLUS PACKAGE $56,444.72
SSV01S01624A ASTRO SYSTEM UPGRADE AGREEMENT CC $0.00
SSV01S01628A ASTRO SUA FIELD IMPLEMENTATION SVC CC $0.00
Subtotal -Recurring Service1: $4,703.73 $56,444.7~
Subtotal -One-Time Event Servicef $0.0( $0.0(
Tota $56,444.7~
THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE
APPLICABLE, TO BE VERIFIED BY MOTOROLA
SPECIAL INSTRUCTIONS:
This Service Agreement is subject to the terms and conditions of the Motorola Solutions Customer Agreement ("MCA") attached and incorporated as Exhibit A.
Any purchase order should specifically reference "PO is subject to Motorola's Service Agreement USC000889251 and the tenns and conditions of the MCA
executed on May 11 2026." This Service Agreement also incorporates the Cyber Subscription Renewals and Integrations Addendum Exhibit B
and City of Carlsbad Insurance Requirements Exhibit C.
Carlsbad Dispatch Site: SZ057E1D15 (6 Consoles, 1 AIS & 1 CCGW) 2024-2026
ESSENTIAL PLUS PACKAGE INCLUDES: Network Monitoring, Technical Support, Infrastructure Hardware Repair with Advanced Replacement, Remote
Security Update Service (RSUS), Dispatch, On-site Infrastructure Response Standard and Annual Preventive Maintenance
Security Update Service (SUS) is provided on the San Diego County System Upgrade Agreement USC000288975.
Year 1 = Sept 1, 2024 to Aug 31, 2025 -$27,267.98
Year 2 = Sept 1, 2025 to Aug 31, 2026 -$29,176.74
Total = $56,444.72
I have received Applicable Statements of Work which describe the Services provided on this Agreement. Motorola's
Terms and Conditions are attached hereto and incorporated herein by reference. By signing below, Customer
acknowledges these terms and conditions govern all Services under this Agreement.
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D
AUTHORIZED CUSTOMER SIGNATURE
Maria Callander
CUSTOMER (PRINT NAME)
MOTOROLA REPRESENTATIVE(SIGNATURE)
Maymie Noble
MOTOROLA REPRESENTATIVE(PRINT NAME)
Company Name :
Contract Number :
Contract Modifier :
Contract Start Date :
Contract End Date :
Attest:
CARLSBAD CITY OF
USC000889251
R03-MAY-24 22:07:26
01-Sep-2024
31-Aug-2026
SHERRY FREISINGER, City Clerk
By: AlbV'fJv1A, :F V'lJ
Morgen Fry, Assistant City Clerk
APPROVED AS TO FORM:
CINDIE K. McMAHON, CITY ATTORNEY
ASSISTANT CITY ATTORNEY
Director of Information Technology
TITLE
Customer Support Manager
TITLE
858-232-5290
PHONE
5/11/2026
DATE
10/6/2025
DATE
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D
Exhibit "A"
Motorola Solutions Customer Agreement
This Motorola Solutions Customer Agreement (the "MCA") is entered into between Motorola Solutions, Inc., and
affiliated companies, with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 ("Motorola") and the
entity purchasing Products (as defined below) from Motorola ("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 earlier of (a) the first purchase of a Product from Motorola, and (b) the date of the last signature
on the Agreement (the "Effective Date").
1. Agreement.
1.1. Scope; Agreement pocyments. This MCA governs Customer's purchase of Products (as defined below)
from Motorola. Additional terms and conditions applicable to specific Products are set forth in one or more
agreed upon addenda incorporated within this MCA (each an "Addendum", and collectively the "Addenda").
This MCA, the applicable Addenda, and Proposal collectively form the Parties' "Agreement".
1.2. Order of Precedence. In interpreting this Agreement and resolving any ambiguities each Addendum will
control with respect to conflicting terms in the Agreement, but only as applicable to the Products described
in such Addendum. The Proposal will control with respect to conflicting terms in the MCA or any Addenda,
but only as applicable to the Products and Services described in the Proposal.
2. Definitions.
"Authorized Users" means Customer's employees and contractors engaged for the purpose of supporting or
using the Products and Services on behalf of Customer, and that are not competitors of Motorola, and the entities
(if any) specified in a Proposal or otherwise approved by Motorola in writing (email from an authorized Motorola
signatory accepted), which may include affiliates or other Customer agencies.
"Change Order'' means a written amendment to this Agreement after the Effective Date.
"Communications System" is a solution that includes at least one radio Product, whether devices, software,
or infrastructure, and requires Integration Services to deploy such radio Product at a Customer Site or onto any
Customer-Provided Equipment or Equipment provided to Customer.
"Contract Price" or "Fees" means the charges applicable to the Products, excluding applicable sales or similar
taxes and freight charges.
"Confidential Information" means any and all non-public information provided by one Party to the other that is
disclosed under this Agreement in oral, written, graphic, machine recognizable, or sample form, being clearly
designated, labeled or marked as confidential or its equivalent or that a reasonable business person would
consider non-public and confidential by its nature. With respect to Motorola, Confidential Information will also
include Products, and Documentation, as well as any other information relating to the Products.
"Customer Data" has the meaning given to it in the DPA.
"Customer-Provided Equipment" means components, including equipment and software, not provided by
Motorola which may be used with the Products.
"Data Processing Addendum" or "DPA" means the Motorola Data Processing Addendum -Attachment 1
applicable to processing of data, including Customer Data, as updated, supplemented, or superseded from time
to time. The DPA is incorporated into and made a part of this Agreement for all purposes pertaining to the
contents of the DPA. Where terms or provisions in the Agreement conflict with terms or provisions of the DPA,
the terms or provisions of the DPA will control with respect to the contents of the DPA.
"Delivery" means the applicable delivery for a Product as described in Section 5. 7 of this Agreement.
Motorola Solutions, Inc
US MCA v2.1.1 8.8.2025
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D
Exhibit "A"
"Documentation" means the documentation for the Products, or data, that is delivered or made available with
the Products 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.
"Equipment" means hardware provided by Motorola.
"Equipment Lease-Purchase Agreement" means the agreement by which Customer finances all or a portion
of the Contract Price.
"Feedback" means comments or information, in oral or written form, given to Motorola by Customer or
Authorized Users, including end users, in connection with or relating to the Products.
"Integration Services" means the design, deployment, implementation, and integration Services provided by
Motorola in order to design, install, set up, configure, and/or integrate the applicable Products as agreed upon
by the Parties.
"Licensed Software" means software which is made available to Customer by Motorola (for example software
preinstalled on Equipment, accessible via a website provided by Motorola, or software installed on or made
available for Customer-Provided Equipment) and is licensed to Customer by Motorola.
"Lifecycle Management Services" or "LMS" means upgrade services as set out in the applicable Proposal.
"Maintenance and Support Services" means the break/fix maintenance, technical support, or other Services
described in the applicable Proposal.
"Motorola Data" means data owned by Motorola and made available to Customer in connection with the
Products;
"Motorola Materials" means proprietary equipment, hardware, content, 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, disassembles, or derivative works of the foregoing,
whether made by Motorola or another party). Products, Motorola Data, Third-Party Data (as defined in the DPA),
and Documentation, are considered Motorola Materials.
"Non-Motorola Materials" means collectively, Customer or third-party equipment, software, services,
hardware, content, and data that is not provided by Motorola.
"Proposal" means solution descriptions, pricing, equipment lists, statements of work ("SOW"), schedules,
technical specifications, quotes, order forms, and other documents setting forth the Products to be purchased
by Customer and provided by Motorola. The Proposal may also include an Acceptance Test Plan ("ATP"); a
"Payment" Form (Communications System purchase only); or a "System Acceptance Certificate"
(Communications System only), depending on the Products purchased by Customer.
"Products" or "Product" is how the Equipment, Licensed Software and Services being purchased by the
Customer is collectively referred to in this Agreement (collectively as "Products", or individually as a "Product").
"Professional Services" are services provided by Motorola to Customer under this Agreement, including
Integration Services, the nature and scope of which are more fully described in the Proposal.
"Prohibited Jurisdiction" means any jurisdiction in which the provision of such Products is prohibited under
applicable laws or regulations.
"Services" means services, including access to services, as described in the Proposal, and includes Integration
Services, Subscription Services, Professional Services, Maintenance & Support Services, and Lifecycle
Management Services provided by Motorola.
Motorola Solutions, Inc
US MCA v2.1.1 8.8.2025 2
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D
Exhibit "A"
"Service Completion Date" means the date of Motorola's completion of the Services described in a Proposal.
"Service Use Data" has the meaning given to it in the DPA.
"Site" or "Sites" means the location where the Integration Services, Lifecycle Management Services, or
Maintenance and Support Services will take place.
"Software-as-a-Service" or "SaaS" means a solution that includes at least one Subscription Service and
associated Licensed Software, which may include, as an example, client software or a web page.
"Software System" means a solution that includes at least one Licensed Software Product and requires
Integration Services to deploy such Licensed Software Product at a Customer Site or onto any Customer
Provided Equipment or Equipment provided by or made available to Customer by Motorola.
"Subscription" means a recurring payment for Products, as set out in the Proposal.
"Subscription Services" or "Recurring Services" means Services, including access to Services, paid for on a
subscription basis. Subscription Services includes services available through Saas Products.
"Term" means the term of this MCA which will commence on the Effective Date and continue until six (6) months
after the later of (a} the termination, expiration, or discontinuance of Services under the last Proposal in effect,
or {b} the expiration of all applicable warranty periods, unless the MCA is earlier terminated as set forth herein.
3. Products and Services.
3.1. Products. Motorola will sell (a} Equipment, (b} licenses to Licensed Software, and (c} Services to Customer,
to the extent each is set forth in this Agreement. At any time during the Term, Motorola may substitute any
Products at no cost to Customer, if the substitute is substantially similar to the Products set forth in this
Agreement. All Licensed Software is provided pursuant to the terms of the Software License Agreement -
Attachment 2
3.2. Services.
3.2.1. Motorola will provide Services, to the extent set forth in this Agreement.
3.2.2. lotegratjon Seryjces· Majntenance and Support Seryjces. Motorola will provide (a} Integration Services at
the applicable Sites, agreed upon by the Parties, or (b} Maintenance and Support Services or Lifecycle
Management Services, each as further described in the applicable SOW. Terms applicable to
Maintenance, Support and Lifecycle Management can be found in the Maintenance, Support and
Lifecycle Management Addendum -Attachment 3.
3.2.3. Seryjce Proposals. The Fees for Services will be set forth in Motorola's Proposal. A Customer point of
contact may be set forth in the applicable SOW for the Services.
3.2.4. Seryjce Completjon. Services described in a Proposal will be deemed complete upon the Service
Completion Date, or as Services expire, or are renewed or terminated.
3.3. Non-Predusjon. If, in connection with the Products provided under this Agreement, Motorola performs
assessments of its own, or related, products or makes recommendations, including a recommendation to
purchase other products, nothing in this Agreement precludes such efforts nor precludes Motorola from
participating in a future competitive bidding process or otherwise offering or selling the recommended
products to Customer. Customer represents that this paragraph does not violate its procurement standards
or other laws, regulations, or policies.
3.4. Customer Obljgatjons. Customer represents that information Customer provides to Motorola in connection
with receipt of Products are accurate and complete in all material respects. If any assumptions in the
Proposals or information provided by Customer prove to be incorrect, or if Customer fails to perform any of
its obligations under this Agreement, Motorola's ability to perform its obligations may be impacted and
changes to the Agreement, including the scope, Fees, and performance schedule may be required.
Motorola Solutions, Inc
US MCA v2.1.1 8.8.2025 3
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D
Exhibit "A"
3.5. Oocumeptatjop. Products may be delivered with Documentation. Documentation is and will be owned by
Motorola, unless otherwise expressly stated in a Proposal 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.
3.6. Motorola Tools apd Egujpmept. As part of delivering the Products, 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 the
Proposal. The tools and equipment may be held by Customer for Motorola's use without charge and may be
removed from Customer's premises by Motorola at any time without restriction. Customer will safeguard all
tools and equipment while in its custody or control, and be liable for any loss or damage. Upon the expiration
or earlier termination of this Agreement, Customer, at its expense, will return to Motorola all such tools and
equipment in its possession or control.
3.7. Authorjzed 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.
3.8. Export CoptroL Customer, its employees, and any other Authorized Users will not access or use the Products
in any Prohibited Jurisdiction, and Customer will not provide access to the Products 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.
3.9. Chapge Orders. Unless a different change control process is agreed upon in writing by the Parties, a Party
may request changes to an Addendum or a Proposal by submitting a Change Order to the other Party. If a
requested change causes an increase or decrease in the Products, the Parties by means of the Change
Order will make appropriate adjustments to the Fees, project schedule, or other matters. Change Orders are
effective and binding on the Parties only upon execution of the Change Order by an authorized
representative of both Parties.
4. Term and Termination.
4.1. Jean. The applicable Addendum or Proposal will set forth the Term for the Products governed thereby.
4.1.1. Subscrjptjop Terms. Unless otherwise specified in the Proposal, if the Products are purchased as a
Subscription, the Subscription commences upon Delivery of, or Customer having access to, the first
applicable Product ordered under this Agreement and will continue for a twelve (12) month period or such
other period identified in a Proposal (the "Initial Subscription Period"} and, unless otherwise stated in
the Proposal, will automatically renew for additional twelve (12) month periods (each, a "Renewal
Subscription Year''}, unless either Party notifies the other of its intent not to renew at least thirty (30)
days before the conclusion of the then-current Subscription Term. (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 by notifying Customer of the proposed increase
no later than thirty (30) days prior to commencement of the Renewal Subscription Year.
4.2. Termjpatjop. Either Party may terminate the Agreement or the applicable Addendum or Proposal if the other
Party breaches a material obligation under the Agreement and does not cure such breach within thirty (30)
days after receipt of notice of the breach or fails to produce a cure plan within such period of time. Each
Addendum and Proposal may be separately terminable as set forth therein.
Motorola Solutions, Inc
US MCA v2.1.1 8.8.2025 4
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D
Exhibit "A"
4.3. Jermjpatjop for Nop-Appmprjatjop. In the event any identified funding is not appropriated or becomes
unavailable, the Customer reserves the right to terminate this Agreement for non-appropriation upon thirty
(30) days' advance written notice to Motorola. In the event of such termination, Motorola shall be entitled to
compensation for all conforming Products delivered or performed prior to the date of termination.
4.4. Syspepsjop of Seryjces. Motorola may promptly terminate or suspend any Products under a Proposal 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; (c) Customer fails to make any payments when due; or {d) Customer fails to comply with any of its
other obligations or otherwise delays Motorola's ability to perform.
4.5. Wjpd pgwp of Sybscrjptjop. In addition to the termination rights in this Agreement, Motorola may terminate
any Subscription Term, in whole or in part, in the event Motorola plans to cease offering the applicable
Licensed Software or Subscription Services to customers.
4.6. Effect of Termjpatjop or Expjratjop. Upon termination for any reason or expiration of this Agreement, an
Addendum, or a Proposal, Customer and the Authorized Users will return or destroy (at Motorola's option)
all Motorola Materials and Motorola's Confidential Information in their possession or control and, as
applicable, provide proof of such destruction, except that Equipment purchased by Customer should not be
returned. If Customer has any outstanding payment obligations under this Agreement, Motorola may
accelerate and declare all such obligations of Customer immediately due and payable by Customer.
Notwithstanding the reason for termination or expiration, Customer agrees to pay Motorola for Products
already delivered or performed. Customer has a duty to mitigate any damages under this Agreement,
including in the event of default by Motorola and Customer's termination of this Agreement.
4.7. Eqyjpmept In the event that Customer purchases any Product at a price below the published list price for
such Product in connection with Customer entering into a fixed-or minimum required-term agreement for
Products, and Customer or Motorola terminates the Agreement prior to the expiration of such fixed-or
minimum required-term, then Motorola will have the right to invoice Customer for, and Customer will pay,
the amount of the discount to the published list price for the Product or such other amount set forth in writing.
This Section will not limit any other remedies Motorola may have with respect to an early termination.
5. Payment, Invoicing, Delivery and Risk of Loss
5.1. The Contract Price of $56,444.72, excluding taxes, is fully committed and identified, including all
subsequent years of any contracted Services. The Customer will pay all invoices as received from Motorola
subject to the terms of this Agreement and any changes in scope will be subject to the change order process
as described in this Agreement.
Motorola acknowledges the Customer may require the issuance(s) of a purchase order or notice to proceed
as part of the Customer's procurement process. However, Customer agrees that the issuance or non
issuance of a purchase order or notice to proceed does not preclude the Customer from its contractual
obligations as defined in this Agreement.
5.2. ~-Fees and charges applicable to the Products will be as set forth in the applicable Proposal. Changes
in the scope of Products described in a Proposal that require an adjustment to the Fees will be set forth in
the applicable pricing schedule. The Fees for any Products exclude expenses associated with unusual and
costly Site access requirements (e.g., if Site access requires a helicopter or other equipment), tariffs,
fluctuations in the costs of energy, raw materials, and fuel. Motorola reserves the right to equitably adjust
the Fees for these expenses upon written notice to Customer. Customer will reimburse Motorola for
expenses reasonably incurred by Motorola in connection with the Products. The annual Subscription Fee for
Products may include certain one-time Fees, such as start-up fees, license fees, or other fees set forth in a
Proposal. Motorola may suspend Licensed Software and any Subscription Services if Customer fails to
make any payments within thirty (30) days of invoice due date when due.
Motorola Solutions, Inc
US MCA v2.1.1 8.8.2025 5
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D
Exhibit "A"
5.3. ~-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 a Proposal. If Motorola is required to
pay any Taxes, Customer will reimburse Motorola for such Taxes (including any interest and penalties) within
thirty (30) days after Customer's receipt of an invoice therefore. Customer will be solely responsible for
reporting the Products for personal property tax purposes, and Motorola will be solely responsible for
reporting taxes on its income and net worth.
5.4. lnyojcjng. Motorola will invoice Customer as described in this Agreement and Customer will pay all invoices
within thirty (30) days of the invoice date or as otherwise specified in writing. In the event Customer finances
the purchase of the Motorola Products contemplated herein via Motorola Solutions Credit Corporation
{"MSCC"), invoices for such purchase will be paid via the disbursement of the financing proceeds pursuant
to the Equipment Lease -Purchase Agreement executed between the parties and the payment schedule
enclosed therein shall control payment of the related invoices. Late payments will be subject to interest
charges at the maximum rate permitted by law, commencing upon the due date. Motorola may invoice
electronically via email, and Customer agrees to receive invoices via email at the email address set forth in
Section 5.6. Customer acknowledges and agrees that a purchase order or other notice to proceed is not
required for payment for Products.
5.5. Payment, Customer will pay invoices for the Products provided under this Agreement in accordance with the
invoice payment terms set forth in Section 5.4. Generally, invoices are issued after shipment of Equipment
or upon Motorola's Delivery of Licensed Software, Customer access to Saas, or upon System Completion
Date of a Software System, as applicable, but if a specific invoicing or payment schedule is set forth in the
Agreement, such schedule will determine the invoicing cadence.
Motorola will have the right to suspend future Deliveries of Products if Customer fails to make any payments
when due.
5.6. INVOICING ANO SHIPPING ADDRESSES Invoices will be sent to the Customer at the following address:
Name: IT Department __________________________ _
Address:1635 Faraday Ave Carlsbad, CA 92008 _______________ _
Phone:443.339.2458 ________________________ _
E-INVOICE. To receive invoices via email:
Customer Account Number: _______________________ _
Customer Accounts Payable Email: renewals@carlsbadca.gov ___________ _
Customer CC (optional) Email:. ______________________ _
The address which is the ultimate destination where the Equipment will be delivered to Customer is:
Name: _______________________________ _
Address: _____________________________ _
The Equipment will be shipped to the Customer at the following address (insert if this information is known):
Name: _______________________________ _
Address: _____________________________ _
Phone: _______________________________ _
Customer may change this information by giving written notice to Motorola.
5.7. pe!jyery Title and Rjsk of Loss. Motorola will provide to Customer the Products set forth in a Proposal, 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 Section 5.6 or
otherwise provided by Customer in writing, using a carrier selected by Motorola.
Notwithstanding the foregoing and unless otherwise stated in a Equipment Lease -Purchase Agreement,
Delivery of Equipment (and any incorporated Licensed Software) will occur, and title and risk of loss for the
Equipment will pass to Customer, upon shipment by Motorola in accordance with ExWorks, Motorola's
premises (lncoterms 2020). Customer will pay all shipping costs, taxes, and other charges applicable to
Motorola Solutions, Inc
US MCA v2.1.1 8.8.2025 6
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D
Exhibit "A"
the shipment and import or export of the Products and Services, as applicable, and Customer will be
responsible for reporting the Products for personal property tax purposes.
Delivery of Licensed Software for installation on Equipment or Customer-Provided Equipment will occur upon
the earlier of (a) electronic delivery of the Licensed Software by Motorola, or (b) the date Motorola otherwise
makes the Licensed Software available for download or use by Customer. If agreed upon in a Proposal,
Motorola will also provide Services related to such Products. Title to Licensed Software will not pass to
Customer at any time. Delivery of Saas Products will occur when the Services are made available to
Customer.
5.8. Delays. Any shipping dates set forth in a Proposal are approximate. 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.
5.9. Future Regulatory Regujrements. The Parties acknowledge and agree that certain Products (for example,
cyber services) are in evolving technological areas and therefore, laws and regulations regarding Products
may change. Changes to existing Products required to achieve regulatory compliance may be available for
an additional fee. Any required changes may also impact the price for Products.
5.10. Resale of Egujpment. Equipment may contain embedded Licensed Software. If Customer desires to sell its
used Equipment to a third party, Customer must first receive prior written authorization from Motorola, which
will not be unreasonably denied, and obtain written acceptance of the applicable Licensed Software license
terms, including the obligation to pay relevant license fees, from such third party. Customer will take
appropriate security measures when disposing of Equipment, including the deletion of all data stored in the
Equipment.
6. Sites; Customer-Provided Equipment; Non-Motorola Materials.
6.1. Access to Sjtes. Customer will be responsible for providing all necessary permits, licenses, and other
approvals necessary for the performance, installation and use of the Products at each applicable Site,
including for Motorola to perform its obligations hereunder, and for facilitating Motorola's access to the Sites.
No waivers of liability will be imposed on Motorola or its subcontractors by Customer or others at Customer
facilities or other Sites, but if and to the extent any such waivers are imposed, the Parties agree such waivers
are void.
6.2. Sjte Condjtjons. 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. This Agreement is predicated upon
normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date.
6.3. Sjte Issues. Upon its request, which will not be unreasonably denied, Motorola will have the right to inspect
the Sites and advise Customer of any deficiencies or non-conformities with the requirements of this Section
6 -Sites; Customer-Provided Equipment; Non-Motorola Materials. If Motorola or Customer identifies
any deficiencies or non-conformities, Customer will promptly remediate such issues or the Parties will select
a replacement Site. If a Party determines that a Site identified in a Proposal is not acceptable or desired, the
Parties will cooperate to investigate the conditions and select a replacement Site or otherwise adjust the
installation plans and specifications as necessary. A change in Site or adjustment to the installation plans
and specifications may cause a change in the Fees or performance schedule under the applicable Proposal.
6.4. Customer-Pmyjded Egujpment. 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 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 under this Agreement, and Customer acknowledges that any such events may
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Exhibit "A"
cause a change in the Fees or performance schedule under the applicable Proposal.
6.5. Non-Motorola Materials. In certain instances, Customer may be permitted to access, use, or integrate
Non-Motorola Materials with or through the Products. If Customer accesses, uses, or integrates any
Non-Motorola Materials with the Products, Customer will first obtain all necessary rights and licenses to
permit Customer's and its Authorized Users' use of the Non-Motorola Materials in connection with the
Products. Customer will also obtain the necessary rights for Motorola to use such Non-Motorola Materials in
connection with providing the Products, including the right for Motorola to access, store, and process such
Non-Motorola Materials (e.g., in connection with Saas Products), and to otherwise enable interoperation
with the Products. Customer represents and warrants that it will obtain the foregoing rights and licenses prior
to accessing, using, or integrating the applicable Non-Motorola Materials with the Products, and that
Customer and its Authorized Users will comply with any terms and conditions applicable to such Non
Motorola Materials. If any Non-Motorola Materials requires access to Customer Data, Customer hereby
authorizes Motorola to allow the provider of such Non-Motorola Materials to access Customer Data, in
connection with the interoperation of such Non-Motorola Materials with the Products.
6.6. Customer acknowledges and agrees that Motorola is not responsible for, and makes no representations or
warranties with respect to, the Non-Motorola Materials (including any disclosure, modification, or deletion of
Customer Data resulting from use of Non-Motorola Materials or failure to properly interoperate with the
Products). If Customer receives notice that any Non-Motorola Materials must be removed, modified, or
disabled within the Products, Customer will promptly do so. Motorola will have the right to disable or remove
Non-Motorola Materials if Motorola believes a violation of law, third-party rights, or Motorola's policies is
likely to occur, or if such Non-Motorola Materials poses or may pose a security or other risk or adverse impact
to the Products, Motorola, Motorola's systems, or any third party (including other Motorola customers).
6. 7. Motorola may provide certain Non-Motorola Materials as an authorized sales representative of a third party
as set out in a Proposal. As an authorized sales representative, the third party's terms and conditions will
apply to any such sales. Any orders for such Non-Motorola Materials will be fulfilled by the third party.
6.8. End User Ljcenses Notwithstanding any provision to the contrary in the Agreement, certain Non-Motorola
Materials software are governed by a separate license, EULA, or other agreement, including terms governing
third-party equipment or software, such as open source software, included in the Products. Customer will
comply, and ensure its Authorized Users comply, with any such additional terms applicable to third-party
equipment or software. Certain third party flow-down terms applicable to Motorola Products may apply.
6.9. Pmhjbjted Use. Customer will not integrate or use, or permit a third party or an Authorized User to integrate
or use, any Non-Motorola Materials with or in connection with a Software System or other Licensed Software
provided by Motorola under this Agreement, without the express written permission of Motorola.
6.10. API and Cljent Support, Motorola will use reasonable efforts to maintain its Application Programming
Interfaces (APls) for each Software System, understanding that APls will evolve. Motorola will support each
API version for 6 months after introduction but may discontinue support with reasonable notice or without
notice if a security risk is present. For Licensed Software requiring a local client installation, Customer is
responsible for installing the current version. Motorola will support each client version for 45 days after its
release but may update the client at any time, and does not guarantee support for prior client versions.
7. Representations and Warranties.
7.1. Mutual Representatjons and Warrantjes. Each Party represents and warrants to the other Party that (a) it
has the right to enter into, and execute, the Agreement and perform its obligations hereunder, and (b) the
Agreement will be binding on such Party.
7.2. System Warranty. Subject to the disclaimers and exclusions below, Motorola represents and warrants that,
on the date of System Acceptance (for Communications Systems), System Completion Date (for Software
Systems), or Delivery, as applicable (a) the Communications System will perform in accordance with the
descriptions in the applicable Proposal in all material respects, (b) the Software System will perform in
accordance with the descriptions in the applicable Proposals in all material respects, and (c) if Customer has
purchased any Licensed Software (but, for clarity, excluding Saas Products) as part of such Communications
System or Software System, the warranty period applicable to such Licensed Software will continue for a
period of one (1) year commencing upon System Acceptance, System Completion, or date the Licensed
Software is delivered (the 'Warranty Period").
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Exhibit "A"
7.3. Commypjcatjops Systems. During the Warranty Period, in addition to warranty services, Motorola will
provide Maintenance and Support Services for the Equipment and support for the Motorola Licensed
Software in Communication Systems pursuant to the applicable maintenance and support Proposal. Support
for the Licensed Software will be in accordance with Motorola's established Software Support Policy -
Attachment 4 ("SwSP"). If Customer wishes to purchase (a) additional Maintenance and Support Services
during the Warranty Period; or (b) continue or expand maintenance, software support, installation, and/or
Motorola's LMS after the Warranty Period, Motorola will provide the description of and pricing for such
services in a separate proposal document and such terms will be agreed upon in a Proposal. Unless
otherwise agreed by the Parties in writing, the terms and conditions of the MSLMA referenced in Section
3.2.2 will govern the provision of such Services.
7.4. .saas,. Saas Products do not qualify for the System Warranty above.
7.5. Motorola Warraptjes -Servjces. 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 Proposal; and (b) for a period of ninety (90) days commencing
upon the Service Completion Date for one-time Services, the Services will be free of material defects in
materials and workmanship. Other than as set forth in subsection (a) above, recurring Services are not
warranted but rather will be subject to the requirements of the applicable Addendum or Proposal.
7.6. Motorola Warraptjes -Eqyjpmept. Subject to the disclaimers and exclusions set forth below, (a) for a period
of one (1) year commencing upon the Delivery of Motorola-manufactured Equipment under Section
5. 7 -Delivery, Title and Risk of Loss, Motorola represents and warrants that such Motorola-manufactured
Equipment, under normal use, will be free from material defects in materials and workmanship; and (b) the
warranties applicable to Motorola-manufactured Equipment set forth in herein shall be applicable to all radio
Equipment purchased hereunder whether or not such Equipment was manufactured by Motorola.
7.7. Warranty Clajms· Remedjes. To assert a warranty claim, Customer must notify Motorola in writing of the
claim prior to the expiration of any warranty period set forth in this Agreement. Unless a different remedy is
otherwise expressly set forth herein, upon receipt of such claim, Motorola will investigate the claim and use
commercially reasonable efforts to repair or replace any confirmed materially non-conforming Product or re
perform any non-conforming Service, at its option. Such remedies are Customer's sole and exclusive
remedies for Motorola's breach of a warranty. Motorola's warranties are extended by Motorola to Customer
only, and are not assignable or transferable.
7.8. Pass-Through Warrantjes. Notwithstanding any provision of this Agreement to the contrary, Motorola will
have no liability for third-party software or hardware provided by Motorola; provided, however, that to the
extent offered by third-party providers of software or hardware and to the extent permitted by law, Motorola
will pass through express warranties provided by such third parties.
7.9. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS AND PASS THROUGH WARRANTIES IN THIS
AGREEMENT, PRODUCTS AND SERVICES PURCHASED HEREUNDER ARE PROVIDED "AS IS" AND
WITH ALL FAUL TS. 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, NON-INFRINGEMENT, 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.
7.10. APPIJIQNALWARRANTY EXCLUSIONS. 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,
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Exhibit "A"
EQUIPMENT, OR SYSTEMS; (K) TRACKING AND LOCATION-BASED SERVICES; OR (L) BETA
SERVICES.
8. Indemnification.
8.1. General lodemnjty. Motorola will defend, indemnify, and hold Customer harmless from and against any and
all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising
from any actual third-party claim, demand, action, or proceeding ("Claim") for personal injury, death, or direct
damage to tangible property to the extent caused by Motorola's negligence, gross negligence or willful
misconduct while performing its duties under this Agreement, except to the extent the claim arises from
Customer's negligence or willful misconduct. Motorola's duties under this Section 8.1 -General Indemnity
are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Claim; (b) Motorola having
sole control of the defense of the suit and all negotiations for its settlement or compromise to the extent
allowed by applicable law; and (c) Customer cooperating with Motorola and, if requested by Motorola,
providing reasonable assistance in the defense of the Claim.
8.2. loteUectyal Property lotcioqement. Motorola will defend Customer against any third-party claim alleging that
a Motorola-developed or manufactured Product (the "Infringing Product") directly infringes a United States
patent or copyright ("Infringement Claim"), and Motorola will pay all damages finally awarded against
Customer by a court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Motorola
in settlement of an Infringement Claim. Motorola's duties under this Section 8.2 -Intellectual Property
Infringement are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Infringement
Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or
compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing
reasonable assistance in the defense of the Infringement Claim.
8.2.1. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option
and expense: (a) procure for Customer the right to continue using the Infringing Product; (b) replace or
modify the Infringing Product so that it becomes non-infringing; or (c) grant Customer (i) a prorated refund
of any amounts pre-paid for the Infringing Product (if the Infringing Product is Licensed Software) or (ii) a
credit for the Infringing Product, less a reasonable charge for depreciation (if the Infringing Product is
Equipment, including Equipment with embedded Licensed Software).
8.2.2. In addition to the other damages disclaimed under this Agreement, Motorola will have no duty to defend
or indemnify Customer for any Infringement Claim that arises from or is based upon: (a) Customer Data,
Customer-Provided Equipment, Non-Motorola Materials, or third-party equipment, hardware, software,
data, or other third-party materials; (b) the combination of the Product with any products or materials not
provided by Motorola; (c) a Product designed, modified, or manufactured in accordance with Customer's
designs, specifications, guidelines or instructions; (d) a modification of the Product by a party other than
Motorola; (e) use of the Product in a manner for which the Product was not designed or that is inconsistent
with the terms of this Agreement; or (f) the failure by Customer to use or install an update to the Product
that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from an
Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable
royalty based upon revenue derived by Motorola from Customer from sales or license of the Infringing
Product.
8.2.3. This Section 8.2 -Intellectual Property Infringement provides Customer's sole and exclusive remedies
and Motorola's entire liability in the event of an Infringement Claim.
8.3. Customer lodemnjty. To the extent allowed by applicable law, Customer will defend, indemnify, and hold
Motorola and its subcontractors, subsidiaries and other affiliates harmless from and against any and all
damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising
from any actual or threatened third-party claim, demand, action, or proceeding arising from or related to (a)
Customer-Provided Equipment, Customer Data, or Non-Motorola Materials, including any claim, demand,
action, or proceeding alleging that any such equipment, data, or materials (or the integration or use thereof
with the Products) infringes or misappropriates a third-party intellectual property or other right, violates
applicable law, or breaches the Agreement; (b) Customer-Provided Equipment's failure to meet the minimum
requirements set forth in the applicable Documentation or match the applicable specifications provided to
Motorola by Customer in connection with the Products; (c) Customer's (or its service providers, agents,
employees, or Authorized User's) negligence or willful misconduct; and (d) Customer's or its Authorized
User's breach of this Agreement. This indemnity will not apply to the extent any such claim is caused by
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Motorola's use of Customer-Provided Equipment, Customer Data, or Non-Motorola Materials in violation of
the Agreement. Motorola will give Customer prompt, written notice of any claim subject to the foregoing
indemnity. Motorola will, at its own expense, cooperate with Customer in its defense or settlement of the
claim.
9. Limitation of Liability.
9.1. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL AGGREGATE LIABILITY OF MOTOROLA,
ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "MOTOROLA
PARTIES"), WHETHER BASED ON A CLAIM IN CONTRACT OR IN TORT, LAW OR EQUITY, RELATING
TO OR ARISING OUT OF THE AGREEMENT WILL NOT EXCEED THE FEES, OR PORTION OF FEES,
RELATED TO THE PRODUCT UNDER WHICH THE CLAIM AROSE. WITH RESPECT TO ANY
RECURRING SERVICES, THE MOTOROLA PARTIES' TOTAL AGGREGATE LIABILITY FOR ALL
CLAIMS RELATED TO SUCH RECURRING SERVICES WILL NOT EXCEED THE TOTAL FEES PAID FOR
THE APPLICABLE PRODUCT DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE FIRST CLAIM AROSE. EXCEPT FOR
PERSONAL INJURY OR DEATH, 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.
9.2. EXCLUSIONS FROM UABIUTY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A) CUSTOMER DATA,
INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DATA AVAILABLE THROUGH THE
PRODUCTS; (B) CUSTOMER-PROVIDED EQUIPMENT OR SITES; NON-MOTOROLA MATERIALS;
THIRD-PARTY EQUIPMENT, HARDWARE, SOFTWARE, DATA, OR CONTENT; OR UNKNOWN OR
UNAUTHORIZED COMBINATION OF PRODUCTS AND SERVICES; (C) LOSS OF DATA, HACKING,
RANSOMWARE, THIRD-PARTY ATTACKS OR DEMANDS; (D) MODIFICATION OF PRODUCTS NOT
AUTHORIZED BY MOTOROLA; (E) RECOMMENDATIONS PROVIDED IN CONNECTION WITH THE
PRODUCTS PROVIDED UNDER THIS AGREEMENT; (F) DATA RECOVERY SERVICES OR DATABASE
MODIFICATIONS; OR (G) CUSTOMER'S OR ANY AUTHORIZED USER'S BREACH OF THIS
AGREEMENT OR MISUSE OF THE PRODUCTS.
IN ADDITION TO THE FOREGOING EXCLUSIONS FROM DAMAGES, AND NOTWITHSTANDING ANY
PROVISION OF THE AGREEMENT TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR
(A) INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS;
(8) DISRUPTION OF OR DAMAGE TO CUSTOMER'S OR THIRD PARTIES' SYSTEMS, EQUIPMENT,
OR DATA, INCLUDING DENIAL OF ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY
INTRUSION DETECTION SOFTWARE OR HARDWARE; (C) AVAILABILITY OR ACCURACY OF ANY
DATA AVAILABLE THROUGH SOFTWARE-AS-A-SERVICE, OR INTERPRETATION, USE, OR MISUSE
THEREOF; (D) TRACKING AND LOCATION-BASED SERVICES; OR (E) BETA SERVICES.
9.3. Statute of Ljmjtatjons. Customer may not bring any claims against a Motorola Party in connection with this
Agreement or the Products and Services more than one (1) year after the date of accrual of the cause of
action.
10. Confidentiality.
10.1. Confjdentjal I nformatjon. Customer and Motorola agree that, subject to any applicable freedom of information
or public records legislation, Motorola's Confidentiality Terms -Attachment 5 apply to information shared
between the Parties.
11. Proprietary Rights; Data; Feedback.
11.1. Motorola Materjals. Customer acknowledges that Motorola may use or provide Customer with access to
"Motorola Materials". Except when Motorola has expressly transferred title or other interest to Customer in
writing, 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,
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trademarks, trade names, trade secrets, know-how, other intellectual property and proprietary rights, and
all associated goodwill and moral rights).
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, estoppal 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.
11.2. Ownershjp of Customer Pata. 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 {as defined in the DPA) and use the Customer
Data as set forth in the DPA.
11.3. Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create any confidentiality
obligation for Motorola, even if designated as confidential by Customer. Motorola may use, reproduce,
license, and otherwise distribute and exploit the Feedback without any obligation or payment to Customer
or Authorized Users and Customer represents and warrants that it has obtained all necessary rights and
consents to grant Motorola the foregoing rights.
11.4. Improvements· Products and Seryjces. The Parties agree that, notwithstanding any provision of this
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.
12. Acceptance
12.1. Communjcatjons System Acceptance. Unless further defined in the applicable Proposal or Statement of
Work, System Acceptance for a Communications System occurs upon successful completion of Acceptance
Tests as detailed in the Acceptance Test Plan. Motorola will provide ten days' notice before testing begins,
and upon successful completion, both parties will sign an acceptance certificate. If the plan includes tests for
subsystems or phases, acceptance occurs upon successful completion of those tests and separate
certificates will be issued. If Customer believes the system has failed, they must provide a detailed written
notice within thirty days; otherwise, System Acceptance is deemed to have occurred. Minor, non-material
issues will not delay acceptance but will be addressed per a mutually agreed schedule. Customer use of the
system before System Acceptance requires Motorola's written authorization and transfers responsibility for
system operation to the Customer. Software System Completion is defined by Customer's Beneficial Use of
each Product within the system, with "Beneficial Use" defined to occur thirty days after functional
demonstration if not otherwise defined in the Proposal.
13. Force Majeure; Delays Caused by Customer.
13.1. Force Majeure. Except for Customer's payment obligations hereunder, neither Party will be responsible for
nonperformance or delayed performance due to events outside of its reasonable control. If performance will
be significantly delayed, the affected Party will provide notice to the other Party, and the Parties will agree
{in writing) upon a reasonable extension to any applicable performance schedule.
13.2. Delays Caused by Customer. Motorola's performance of the Products 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 Proposal). In the event of a delay under this Section 13.2 -
Delays Caused by Customer, {a) Customer will continue to pay the Fees as required hereunder, {b) the
Parties will agree {in writing) upon a reasonable extension to any applicable performance schedule, and {c)
Customer will compensate Motorola for its out-of-pocket costs incurred due to the delay {including those
incurred by Motorola's affiliates, vendors, and subcontractors).
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14. Disputes. The Parties will use the following procedure to resolve any disputes relating to or arising out
of this Agreement (each, a "Dispute"):
14.1. Goyernjpg Law. All matters relating to or arising out of the Agreement are governed by the laws of the State
of Illinois, unless Customer is the United States Government (or an agency thereof) or a state government
or state agency or local municipality within the United States, in which case all matters relating to or arising
out of the Agreement will be governed by the laws of the State in which the Products and Services are
provided. The terms of the U. N. Convention on Contracts for the International Sale of Goods and the Uniform
Computer Information Transactions Act will not apply.
14.2. Negotjatjop-Medjatjop. The Parties will attempt to timely resolve the Dispute promptly through good faith
negotiations. Either Party may initiate dispute resolution procedures by sending a notice of Dispute ("Notice
of Dispute") to the other Party. The Parties will choose an independent mediator within thirty (30) days of
such Notice of Mediation. Neither Party may unreasonably withhold consent to the selection of a mediator,
but if the Parties are unable to agree upon a mediator, either Party may request that the American Arbitration
Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share
the cost of the mediator equally. Unless otherwise agreed in writing, all in person meetings under this
Section 14.2 -Negotiation; Mediation will take place in Chicago, Illinois, and all communication relating
to the Dispute resolution will be maintained in strict confidence by the Parties. Notwithstanding the foregoing,
any Dispute arising from or relating to Motorola's intellectual property rights must be decided by a court of
competent jurisdiction, in accordance with Section 14.3 -Litigation, Venue, Jurisdiction below.
14.3. Ljtjgatjop Yepye Jyrjsdjctjop. If the Dispute has not been resolved by mediation within sixty (60) days from
the Notice of Mediation, either Party may submit the Dispute exclusively to a court in Cook County, Illinois,
or in the case the Customer is the United States, a state agency, or local municipality, then the appropriate
court in the State in which the Products and Services are provided. Each Party expressly consents to the
exclusive jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any
mediation.
15. General.
15.1. Compliance wjth 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 complies with law (including privacy laws), and Customer will obtain any FCC, FAA, 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. Motorola may, at its discretion, cease providing
or otherwise modify Products (or any terms related thereto in an Addendum or Proposal), in order to comply
with any changes in applicable law.
15.2. Aydjt· Mopjtorjpg. Motorola will have the right to monitor and audit use of the Products, including an audit of
total user licenses credentialed by Customer for any Licensed Software or Saas 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 licenses granted under this Agreement to verify compliance
with this Agreement. Motorola or a third party ("Auditor'') may inspect Customer's and, as applicable,
Authorized Users' premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless
Customer is found to be in violation of the terms of the Agreement, in which case Customer will be responsible
for such expenses and costs. In the event Motorola determines that Customer's usage of the Licensed
Software or Saas Product exceeded the number of licenses purchased by Customer at a given time,
Motorola may invoice Customer for the additional licenses used by Customer, pro-rated for each additional
license from the date such license was activated, and Customer will pay such invoice in accordance with the
payment terms in the Agreement.
15.3. Assjgpmept apd Sybcoptractjpg. Neither Party may assign or otherwise transfer this Agreement without the
prior written approval of the other Party. Motorola may assign or otherwise transfer this Agreement or any of
its rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection
with a merger, acquisition or sale of all or substantially all of its assets, (c) as part of a corporate
reorganization, or (d) to a subsidiary corporation. Subject to the foregoing, this Agreement will be
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binding upon the Parties and their respective successors and assigns. Motorola may subcontract any of
the work, but subcontracting will not relieve Motorola of its duties under this Agreement.
15.4. Wajyer. 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.
15.5. Seyerabjljty. 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.
15.6. 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.
15.7. Thjrd-Party Benefjcjarjes. 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.
15.8. lnterpretatjon. 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.
15.9. Notjces. 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.
15.10. Cymylatjye Remedjes. 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.
15.11. SyryjyaL The following provisions will survive the expiration or termination of this Agreement for any reason:
Section 3.5 -Customer Obligations; Section 4.6 -Effect of Termination or Expiration; Section 5 -Payment
and Invoicing; Section 7 .9 -Warranty Disclaimer; Section 7 .10 -Additional Warranty Exclusions; Section 8.3
-Customer Indemnity; Section 9 -Limitation of Liability; Section 10 -Confidentiality; Section
11 -Proprietary Rights; Data; Feedback; Section 13 -Force Majeure; Delays Caused by Customer; Section
14 -Disputes; and Section 15 -General.
15.12. Entjre Agreement. This Agreement, including all Addenda, and Proposals, constitutes the entire agreement
of the Parties regarding the subject matter hereto, and supersedes all previous agreements, proposals, and
understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in
multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a
single document. The Parties may sign in writing or by electronic signature. An electronic signature, facsimile
copy, or computer image of a signature, will be treated, and will have the same effect as an original signature,
and will have the same effect, as an original signed copy of this document. This Agreement may be amended
or modified only by a written instrument signed by authorized representatives
Motorola Solutions, Inc
US MCA v2.1.1 8.8.2025 14
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D
Exhibit "A"
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 Solutions, Inc.
By: __________ _
Name: ____________ _
Title: ____________ _
Date: ___________ _
Motorola Solutions, Inc
US MCA v2.1.1 8.8.2025
Customer: __________ _
By: __________ _
Name: ____________ _
Title: ____________ _
Date: ____________ _
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Motorola Solutions Data Processing Addendum -U.S.
This Data Processing Addendum, including its Schedules and Annexes ("DPA"), forms part of the
Motorola Solutions Customer Agreement or other underlying agreement governing the
relationship of the parties ("Agreement") to reflect the parties' agreement with regard to the
Processing of Customer Data, which may include Personal Data. In the event of a conflict
between this DPA, the Agreement or any Schedule, Annex or other addenda to the Agreement,
including a prior DPA, this DPA will prevail.
1. Definitions.
To the extent the Agreement provides definitions for the terms defined in this Section 1, the
definitions of this Section 1 will apply to this DPA and the definitions of the Agreement will apply
to the Agreement.
"Controller'' means the natural or legal person, public authority, agency or other body which,
alone or jointly with others, determines the purposes and means of the processing of personal
data. Regulatory frameworks may differ in their respective naming conventions and therefore may
refer to a Controller as a Business or otherwise.
"Customer Data" means data including images, text, videos, and audio, that are provided to
Motorola by, through, or on behalf of Customer and its Authorized Users or their end users,
through the use of the Products and Services. Customer Data does not include Customer Contact
Data, Service Use Data, other than that portion comprised of Personal Information, or Third Party
Data.
"Customer Contact Data" means data Motorola collects from Customer for contact purposes,
including, without limitation, contract fulfillment, marketing, advertising, licensing, and sales
activities.
"Data" means collectively Motorola Data and Customer Data, including any Personal
Data included therein.
"Data Protection Laws and Policies" means all applicable corporate, state and local, federal
and international laws, standards, guidelines, policies, regulations and procedures applicable to
Supplier or Motorola pertaining to data security, confidentiality, privacy, and breach notification, as
amended
"Data Subjects" means the identified or identifiable person to whom Personal Data relates.
"Metadata" means data that describes other data.
"Motorola Data" means data owned by Motorola and made available to Customer in connection
with the Products and Services.
"Personal Data" or "Personal Information" means any information relating to an identified or
identifiable natural person transmitted to Motorola by, through, or on behalf of Customer and its
Authorized Users or their end users as part of Customer Data. An identifiable natural person is
one who can be identified, directly or indirectly, in particular by reference to an identifier such as
a name, an identification number, location data, an online identifier or to one or more factors
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specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that
natural person.
"Process" or "Processing" means any operation or set of operations which is performed on
Customer Data, which may include Personal Data or on sets of Personal Data, whether or not by
automated means, such as collection, recording, copying, analyzing, caching, organization,
structuring, storage, adaptation, or alteration, retrieval, consultation, use, disclosure by
transmission, dissemination or otherwise making available, alignment or combination, restriction,
erasure or destruction.
"Processor" means a natural or legal person, public authority, agency or other body which
processes personal data on behalf of the Controller. Processors act on behalf of the relevant
Controller and under their authority. In doing so, they serve the Controller's interests rather than
their own. Regulatory frameworks may differ in their respective naming conventions and
therefore may refer to a Processor as a "Service Provider'' or otherwise.
"Security Incident" means a confirmed or reasonably suspected accidental or unlawful
destruction, loss, alteration or disclosure of, or access to Customer Data, which may include
Personal Data, while processed by Motorola.
"Service Use Data" means data generated about the use of the Products and Services through
Customer's use or Motorola's support of the Products and Services, which may include Metadata,
Personal Data, product performance and error information, activity logs, and date and time of use.
"Sub-processor" means other Processors engaged by Motorola to Process Customer Data
which may include Personal Data.
"Third Party Data" means information obtained by Motorola from publicly available sources or
its third party content providers and made available to Customer through the Products or Services.
"Users" means Customer's employees, contractors, agents, customers and end-users
who are authorized to use the Services to access or receive Data. Motorola or customer
(as determined by Motorola) will be responsible for all User identification and password
change management.
2. Processing of Customer Data
2.1. Roles of the Parties. The Parties agree that with regard to the Processing of Personal
Data hereunder, Customer is the Controller and Motorola is the Processor who may engage Sub
processors pursuant to the requirements of Section 6 entitled "Sub-processors" below.
2.2. Motorola's Processing of Customer Data. Motorola and Customer agree that Motorola
may only use and Process Customer Data, including the Personal Information embedded in
Service Use Data, in accordance with applicable law and Customer's documented instructions for
the following purposes: (i) to perform Services and provide Products under the Agreement;
(ii) analyze Customer Data to operate, maintain, manage, and improve Motorola products and
services; and (iii) create new products and services. Customer agrees that its Agreement
(including this DPA), along with the Product and Service Documentation and Customer's use
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and configuration of features in the Products and Services, are Customer's complete and final
documented instructions to Motorola for the processing of Customer Data. Any additional or
alternate instructions will be agreed to according to the process for amending Customer's
Agreement. Customer represents and warrants to Motorola that Customer's instructions, including
appointment of Motorola as a Processor or Sub-processor, have been authorized by the relevant
controller. Customer Data may be processed by Motorola at any of its global locations and/or
disclosed to Sub-processors. It is Customer's responsibility to notify Authorized Users of
Motorola's collection and use of Customer Data, and to obtain any required consents, provide all
necessary notices, and meet any other applicable legal requirements with respect to such
collection and use. Customer represents and warrants to Motorola that it has complied with the
terms of this provision.
2.2.1. Additional Products and Services. In the event, Customer
purchases additional Products and Services that integrate with the
previously purchased Products and Services, Customer Data may be
processed at additional locations around the world and by Sub
processors utilized in connection with the additional Products and
Services. Identification of Sub-processors utilized by Motorola
Solutions can be found at Motorola Sub-Processors or Annex Ill
attached hereto.
2.3. Details of Processing. The subject-matter of Processing of Personal Data by Motorola
hereunder, the duration of the Processing, the categories of Data Subjects and types of Personal
Data are set forth on Annex I to this DPA.
2.4. Disclosure of Processed Data. Motorola will not disclose to or share any Customer Data
with any third party except to Motorola's Sub-processors, suppliers and channel partners as
necessary to provide the products and services unless permitted under this Agreement,
authorized by Customer or required by law. In the event a government or supervisory authority
demands access to Customer Data, to the extent allowable by law, Motorola will provide Customer
with notice of receipt of the demand to provide sufficient time for Customer to seek appropriate
relief in the relevant jurisdiction. In all circumstances, Motorola retains the right to comply with
applicable law. Motorola will ensure that its personnel are subject to a duty of confidentiality, and
will contractually obligate its Sub-processors to a duty of confidentiality, with respect to the
handling of Customer Data and any Personal Data contained in Service Use Data.
2.5. Customer's Obligations. Customer is solely responsible for its compliance with all Data
Protection Laws and establishing and maintaining its own policies and procedures to ensure such
compliance. Customer will not use the products and services in a manner that would violate
applicable Data Protection Laws. Customer will have sole responsibility for (i) the lawfulness of
any transfer of Personal Data to Motorola, (ii) the accuracy, quality, and legality of Personal Data
provided to Motorola; (iii) the means by which Customer acquired Personal Data, and (iv) the
provision of any required notices to, and obtaining any necessary acknowledgements,
authorizations or consents from Data Subjects. Customer takes full responsibility to keep the
amount of Personal Data provided to Motorola to the minimum necessary for Motorola to perform
in accordance with the Agreement.
2.6. Customer Indemnity. To the extent permitted by applicable law, Customer will defend,
indemnify, and hold Motorola and its subcontractors, Sub-processors, subsidiaries and other
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affiliates harmless from and against any and all damages, losses, liabilities, and expenses
(including reasonable fees and expenses of attorneys) arising from any actual or threatened
third-party claim, demand, action, or proceeding arising from or related to Customer's failure to
comply with its obligations under this DPA and/or applicable Data Protection Laws. Motorola will
give Customer prompt, written notice of any claim subject to the foregoing indemnity. Motorola
will, at its own expense, cooperate with Customer in its defense or settlement of the claim.
3. Service Use Data. Except to the extent that it is Personal Information, Customer
understands and agrees that Motorola may collect and use Service Use Data for its own purposes,
provided that such purposes are compliant with applicable Data Protection Laws. Service Use
Data may be processed by Motorola at any of its global locations and/or disclosed to Sub
processors.
4. Third-Party Data and Motorola Data. Motorola Data and Third Party Data may be
available to Customer through the products and services. Customer and its Authorized Users may
use the Motorola Data and Third Party Data as permitted by Motorola and the applicable third
party data provider, as described in the Agreement or applicable addendum. Unless expressly
permitted in the Agreement or applicable addendum, Customer 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 or disclose the data to third parties;
(b) "white label" such data or otherwise misrepresent its source or ownership, or resell, distribute,
sublicense, or commercially exploit the data in any manner; (c) use such data in violation of
applicable laws; (d) use such data for activities or purposes where reliance upon the data could
lead to death, injury, or property damage; (e) remove, obscure, alter, or falsify any marks or
proprietary rights notices indicating the source, origin, or ownership of the data; or (f) modify such
data or combine it with Customer Data or other data or use the data to build databases. Additional
restrictions may be set forth in the Agreement. 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, order or the Agreement. Further, Motorola
or the applicable Third Party Data provider may suspend, change, or terminate Customer's or any
Authorized User's access to Motorola Data or Third-Party Data if Motorola or such Third Party
Data provider believes Customer's or the Authorized User's use of the data violates the
Agreement, applicable law or by Motorola's agreement with the applicable Third Party Data
provider. Upon termination of Customer's rights to use of any Motorola Data or Third-Party Data,
Customer and all Authorized Users will immediately discontinue use of such data, delete all copies
of such data, and certify such deletion to Motorola. Notwithstanding any provision of the
Agreement to the contrary, Motorola has no liability for Third-Party Data or Motorola Data
available through the Products and Services. Motorola and its Third Party Data providers reserve
all rights in and to Motorola Data and Third-Party Data not expressly granted in the Agreement or
applicable order ..
5. Motorola as a Controller or Joint Controller. In all instances where Motorola acts as a
Controller it will comply with the applicable provisions of the Motorola Privacy Statement at
Motorola Privacy Statement as each may be updated from time to time. Motorola holds all
Customer Contact Data as a Controller and will 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.
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6. Sub-processors.
6.1. Use of Sub-processors. Customer agrees that Motorola may engage Sub-processors
who in turn may engage Sub-processors to Process Personal Data in accordance with the DPA.
A current list of Sub-processors is set forth at Motorola Sub-Processors or Annex 111, if Annex Ill
has been completed. When engaging Sub-processors, Motorola will enter into agreements with
the Sub-processors to bind them to obligations which are substantially similar or more stringent
than those set out in this DPA.
6.2. Changes to Sub-processing. The Customer hereby consents to Motorola engaging Sub
processors to process Customer Data provided that: (i) Motorola will use its reasonable endeavors
to provide at least 10 days' prior notice of the addition or removal of any Sub-processor,
which may be given by posting details of such addition or removal at Motorola Sub-Processors:
(ii) Motorola imposes data protection terms on any Sub-processor it appoints that protect the
Customer Data to the same standard provided for by this DPA; and (iii) Motorola remains fully
liable for any breach of this clause that is caused by an act, error or omission of its Sub
processor(s). The Customer may object to Motorola's appointment or replacement of a Sub
processor prior to its appointment or replacement, provided such objection is based on reasonable
grounds relating to data protection. In such event, Motorola will either appoint or replace the Sub
processor or, if in Motorola's discretion this is not feasible, the Customer may terminate this
Agreement and receive a pro-rata refund of any prepaid service or support fees as full satisfaction
of any claim arising out of such termination.
6.3. Data Subject Requests. Motorola will, to the extent legally permitted, promptly notify
Customer if it receives a request from a Data Subject, including without limitation requests for
access to, correction, amendment, transport or deletion of such Data Subject's Personal Data
and, to the extent applicable, Motorola will provide Customer with commercially reasonable
cooperation and assistance in relation to any complaint, notice, or communication from a Data
Subject. Customer will respond to and resolve promptly all requests from Data Subjects which
Motorola provides to Customer. Customer will be responsible for any reasonable costs arising
from Motorola's provision of such assistance under this Section.
7. Data Transfers
Motorola agrees that it will not make transfers of Personal Data under this Agreement from one
jurisdiction to another unless such transfers are performed in compliance with this DPA and
applicable Data Protection Laws. Motorola agrees to enter into appropriate agreements with its
affiliates and Sub-processors, which will permit Motorola to transfer Personal Data to its affiliates
and Sub-processors. Motorola also agrees to assist the Customer in entering into agreements
with its affiliates and Sub-processors if required by applicable Data Protection Laws for necessary
transfers.
8. Security. Motorola will implement appropriate technical and organizational measures to
ensure a level of security appropriate to the risks posed by the Processing of Customer Data
which may include Personal Data. The appropriate technical and organizational measures
implemented by Motorola are set forth in Annex II.
9. Security Incident Notification. If Motorola becomes aware of a Security Incident, then
Motorola will (i) notify Customer of the Security Incident without undue delay, (ii) investigate the
Security Incident and apprise Customer of the details of the Security Incident and (iii) take
commercially reasonable steps to stop any ongoing loss of Customer Data including Personal
Data due to the Security Incident if in the control of Motorola. Notification of a Security Incident
will not be construed as an acknowledgement or admission by Motorola of any fault or liability in
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connection with the Security Incident. Motorola will make reasonable efforts to assist Customer
in fulfilling Customer's obligations under Data Protection Laws to notify the relevant supervisory
authority and Data Subjects about such incident. Notwithstanding the foregoing, If Motorola
becomes aware of a Security Incident that involves Customer Data which is Personal
Data, Motorola shall provide notice to Customer, law enforcement, applicable regulators
and affected individuals if required under applicable laws and regulations.
10. Data Retention and Deletion. Except for anonymized Customer Data, as described
above, or as otherwise provided under the Agreement, Motorola deletes all Customer
Data ninety (90) days following termination or expiration of the Agreement or the
applicable Addendum or Ordering Document unless otherwise required to comply with
applicable law. Notwithstanding the foregoing, Motorola will retain the Customer Data for
at least thirty (30) days following such termination or expiration to accommodate a request
by Customer for the Customer Data. If, within such thirty (30) day period, Customer
requests (in writing), Motorola will make Customer Data available to Customer for export
or download for a period of thirty (30) days. Motorola has no obligation to retain such
Customer Data beyond such thirty (30) day period. Subject to Section 12.3 regarding
CJIS Data, Motorola may delete any Service Use Data upon termination or expiration of
the Agreement or the applicable Addendum or Ordering Document.
11. Audit Rights
11.1 Periodic Audit. Motorola will allow Customer to perform an audit of reasonable scope
and duration of Motorola operations relevant to the Products and Services purchased under the
Agreement, at Customer's sole expense, for verification of compliance with the technical and
organizational measures set forth in Annex II if (i) Motorola notifies Customer of a Security
Incident that results in actual compromise to the Products and/or Services purchased; or (ii) if
Customer reasonably believes Motorola is not in compliance with its security commitments under
this DPA, or (iii) if such audit is legally required by the Data Protection Laws. Any audit will be
conducted in accordance with the procedures set forth in Section 11.3 of this DPA and may not
be conducted more than one time per year. Unless mandated by law or court order, no audits are
allowed within a data center for security and compliance reasons. Motorola will, in no
circumstances, provide Customer with the ability to audit any portion of its software, products, and
services which would be reasonably expected to compromise the confidentiality of any third
party's information or Personal Data.
11.2 Satisfaction of Audit Request. Upon receipt of a written request to audit, and subject to
Customer's agreement, Motorola may satisfy such audit request by providing Customer with a
confidential copy of Motorola's most recent applicable third party security review performed by a
nationally recognized independent third party auditor, such as a SOC2 Type II report or ISO 27001
and 27701 certification, in order that Customer may reasonably verify Motorola's compliance with
industry standard information security and privacy frameworks ..
11.3 Audit Process. Customer will provide at least sixty days (60) days prior written notice to
Motorola of a request to conduct the audit described in Section 11.1. All audits will be conducted
during normal business hours, at applicable locations or remotely, as designated by Motorola.
Audit locations, if not remote will generally be those location(s) where Customer Data is
accessed, or Processed, excluding data centers. The audit will not unreasonably interfere
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with Motorola's day to day operations. An audit will be conducted at Customer's sole cost and
expense and subject to the terms of the confidentiality obligations set forth in the Agreement.
Before the commencement of any such audit, Motorola and Customer will mutually agree upon
the time, and duration of the audit. Motorola will provide reasonable cooperation with the audit,
including providing the appointed auditor a right to review, but not copy, Motorola security
information or materials provided such auditor has executed an appropriate non-disclosure
agreement. Motorola's policy is to share methodology and executive summary information, not
raw data or private information. Customer will, at no charge, provide to Motorola a full copy of all
findings of the audit.
12. Regulation Specific Terms
12.1. HIPAA Business Associate. If Customer is a "covered entity" or a "business associate"
and includes "protected health information" in Customer Data as those terms are defined in 45
CFR § 160.103, execution of the Agreement includes execution of the Motorola HIPM Business
Associate Agreement Addendum ("BM"). Customer may opt out of the BM by sending the
following information to Motorola in a written notice under the terms of the Customer's Agreement:
"Customer and Motorola agree that no Business Associate Agreement is required. Motorola is not
a Business Associate of Customer's, and Customer agrees that it will not share or provide access
to Protected Health Information to Motorola or Motorola's sub-processors."
12.2. FERPA. If Customer is an educational agency or institution to which regulations under
the Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g (FERPA), apply, Motorola
acknowledges that for the purposes of the DPA, Motorola is a "school official" with "legitimate
educational interests" in the Customer Data, as those terms have been defined under FERPA and
its implementing regulations, and Motorola agrees to abide by the limitations and requirements
imposed by 34 CFR 99.33(a) on school officials. Customer understands that Motorola may
possess limited or no contact information for Customer's students and students' parents.
Consequently, Customer will be responsible for obtaining any parental consent for any end user's
use of the Online Service that may be required by applicable law and to convey notification on
behalf of Motorola to students (or, with respect to a student under 18 years of age and not in
attendance at a post-secondary institution, to the student's parent) of any judicial order or lawfully
issued subpoena requiring the disclosure of Customer Data in Motorola's possession as may be
required under applicable law.
12.3. CJIS. Motorola agrees to support the Customer's obligation to comply with the Federal
Bureau of Investigation Criminal Justice Information Services (CJIS) Security Policy and will
comply with the terms of the CJIS Security Addendum for the Term of this Agreement. Customer
hereby consents to allow Motorola "screened" personnel as defined by the CJIS Security Policy
to serve as an authorized "escort" within the meaning of CJIS Security Policy for escorting
unscreened Motorola personnel that require access to unencrypted Criminal Justice Information
for purposes of Tier 3 support (e.g. troubleshooting or development resources). In the event
Customer requires access to Service Use Data for its compliance with the CJIS Security Policy,
Motorola will make such access available following Customer's request. Notwithstanding the
foregoing, in the event the Agreement or applicable ordering document terminates, Motorola will
carry out deletion of Customer Data in compliance with Section 10 herein and may likewise delete
Service Use Data within the time frame specified therein. To the extent Customer objects to
deletion of its Customer Data or Service Use Data and seeks retention for a longer period, it will
provide written notice to Motorola prior to expiration of the 90 day period for data retention to
arrange return of the Customer Data and retention of the Service Use Data for a specified longer
period of time.
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12.4 CCPA / CPRA. If Motorola is Processing Personal Data within the scope of the California
Consumer Protection Act ("CCPA") and/or the California Privacy Rights Act ("CPRA") (collectively
referred to as the "California Privacy Acts"), Customer acknowledges that Motorola is a "Service
Provider" within the meaning of California Privacy Acts. Motorola will process Customer Data and
Personal Data on behalf of Customer and, not retain, use, or disclose that data for any purpose
other than for the purposes set out in this DPA and as permitted under the California Privacy Acts,
including under any "sale" exemption. In no event will Motorola sell any such data, nor will M. If
a California Privacy Act applies, Personal Data will also include any data identified with the
California Privacy Act or Act's definition of personal data. Motorola shall provide Customer with
notice should it determine that it can no longer meet its obligations under the California Privacy
Acts, and the parties agree that, if appropriate and reasonable, Customer may take steps
necessary to stop and remediate unauthorized use of the impacted Personal Data.
12.5 Data Protection Laws. Motorola will comply with its obligations under the applicable
legislation, and shall make available to Customer all information in its possession necessary to
demonstrate compliance with obligations in accordance with such legislation.
12.6 Motorola Contact. If Customer believes that Motorola is not adhering to its privacy
or security obligations hereunder, Customer will contact the Motorola Data Protection Officer at
Motorola Solutions, Inc., 500 W. Monroe, Chicago, IL USA 90661-3618 or at
privacy1@motorolasolutions.com.
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ANNEXI
DESCRIPTION OF TRANSFER
Categories of data subjects whose personal data is transferred
Data subjects include the data exporter's representatives and end-users including employees,
contractors, collaborators, and customers of the data exporter. Data subjects may also include
individuals attempting to communicate or transfer personal information to users of the services
provided by data importer. Motorola acknowledges that, depending on Customer's use of the
Online Service, Customer may elect to include personal data from any of the following types of
data subjects in the Customer Data:
• Employees, contractors, and temporary workers (current, former, prospective) of data
exporter;
• Dependents of the above;
• Data exporter's collaborators/contact persons (natural persons) or employees, contractors
or temporary workers of legal entity collaborators/contact persons (current, prospective,
former);
• Users (e.g., customers, clients, patients, visitors, etc.) and other data subjects that are
users of data exporter's services;
• Partners, stakeholders or individuals who actively collaborate, communicate or otherwise
interact with employees of the data exporter and/or use communication tools such as apps
and websites provided by the data exporter;
• Stakeholders or individuals who passively interact with data exporter (e.g., because they
are the subject of an investigation, research or mentioned in documents or
correspondence from or to the data exporter);
• Minors; or
• Professionals with professional privilege (e.g., doctors, lawyers, notaries, religious
workers, etc.).
Categories of personal data transferred
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Customer's use of the Products and Services, Customer may elect to include personal data
from any of the following categories in the Customer Data:
• Basic personal data (for example place of birth, street name, and house number (address),
Agreemental code, city of residence, country of residence, mobile phone number, first
name, last name, initials, email address, gender, date of birth), including basic personal
data about family members and children;
• Authentication data (for example user name, password or PIN code, security question,
audit trail);
• Contact information (for example addresses, email, phone numbers, social media
identifiers; emergency contact details);
• Unique identification numbers and signatures (for example Social Security number, bank
account number, passport and ID card number, driver's license number and vehicle
registration data, IP addresses, employee number, student number, patient number,
signature, unique identifier in tracking cookies or similar technology);
• Pseudonymous identifiers;
• Financial and insurance information (for example insurance number, bank account name
and number, credit card name and number, invoice number, income, type of assurance,
payment behavior, creditworthiness);
• Commercial Information (for example history of purchases, special offers, subscription
information, payment history);
• Biometric Information (for example DNA, fingerprints and iris scans);
• Location data (for example, Cell ID, geo-location network data, location by start call/end
of the call. Location data derived from use of wifi access points);
• Photos, video, and audio;
• Internet activity (for example browsing history, search history, reading, television viewing,
radio listening activities);
• Device identification (for example I MEI-number, SIM card number, MAC address);
• Profiling (for example based on observed criminal or anti-social behavior or
pseudonymous profiles based on visited URLs, click streams, browsing logs, IP
addresses, domains, apps installed, or profiles based on marketing preferences);
• HR and recruitment data (for example declaration of employment status, recruitment
information (such as curriculum vitae, employment history, education history details), job
and position data, including worked hours, assessments and salary, work permit details,
availability, terms of employment, tax details, payment details, insurance details and
location, and organizations);
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• Education data (for example education history, current education, grades and results,
highest degree achieved, learning disability);
• Citizenship and residency information (for example citizenship, naturalization status,
marital status, nationality, immigration status, passport data, details of residency or work
permit);
• Information processed for the performance of a task carried out in the public interest or in
the exercise of an official authority;
• Special categories of data (for example racial or ethnic origin, political opinions, religious
or philosophical beliefs, trade union membership, genetic data, biometric data for the
purpose of uniquely identifying a natural person, data concerning health, data concerning
a natural person's sex life or sexual orientation, or data relating to criminal convictions or
offenses); or
• Any other personal data identified under applicable law or regulation.
Sensitive data transferred
To the extent that a solution sold under an Agreement requires the processing of sensitive
personal information, it will be restricted to the minimum processing necessary for the solution
functionality and be subject to technical security measures appropriate to the nature of the
information.
The frequency of the transfer Data may be transferred on a continuous basis during the term of
the Agreement or other agreement to which this DPA applies.
Nature of the processing
The nature, scope and purpose of processing personal data is to carry out performance of
Motorola's obligations with respect to provision of the Products and Services purchased under
the Agreement and applicable ordering documents. The data importer utilizes a global network of
data centers and managemenUsupport facilities, and processing may take place in any jurisdiction
where data importer or its Sub-processors utilize such facilities.
Purpose(s) of the data transfer and further processing
The nature, scope and purpose of processing personal data is to carry out performance of
Motorola's obligations with respect to provision of the Products and Services purchased under
the Agreement and applicable ordering documents. The data importer utilizes a global network of
data centers and managemenUsupport facilities, and processing may take place in any jurisdiction
where data importer or its Sub-processors utilize such facilities
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The period for which the personal data will be retainec:/Data retention is governed by Section
10 of this Data Processing Addendum
For transfers to (sub-) processors, also specify subject matter, nature and duration of the
processing
Transfers to Sub-processors will only be for carrying out the performance of Motorola's obligations
with respect to provision of the Products and Services purchased under the Agreement and
applicable ordering documents. The data importer utilizes a global network of data centers and
managemenUsupport facilities, and processing may take place in any jurisdiction where data
importer or its Sub-processors utilize such facilities. In accordance with the DPA, the data
exporter agrees the data importer may hire other companies to provide limited services on data
importer's behalf, such as providing customer support. Any such Sub-processors will be permitted
to obtain Customer Data only to deliver the services the data importer has retained them to
provide, and they are prohibited from using Customer Data for any other purpose.
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ANNEX II
TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND
ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA
Measures of pseudonymisation and encryption of personal data
Where technically feasible and when not impacting services provided: Motorola Solutions
minimizes the data it collects to information it believes is necessary to communicate, provide, and
support products and services and information necessary to comply with legal obligations.
Motorola Solutions encrypts data in transit and at rest. Motorola Solutions pseudonymizes and
limits administrative accounts that have access to reverse pseudonymisation.
Measures for ensuring ongoing confidentiality, integrity, availability and resilience of
processing systems and services
In order to ensure ongoing confidentiality, integrity, availability and resilience of processing
systems and services, Motorola Solutions Information Protection policy mandates the
institutionalization of information protection throughout solution development and operational
lifecycles. Motorola Solutions maintains dedicated security teams for its internal information
security and its products and services. Its security practices and policies are integral to its
business and mandatory for all Motorola Solutions employees and contractors. The Motorola
Chief Information Security Officer maintains responsibility and executive oversight for such
policies, including formal governance, revision management, personnel education and
compliance. Motorola Solutions generally aligns its information security practices to the NIST
Cybersecurity Framework as well as ISO 27001.
Measures for ensuring the ability to restore the availability and access to personal data in
a timely manner in the event of a physical or technical incident
Motorola's availability and backup strategy is designed to ensure replication and fail-over
protections in the event of a physical or technical incident. Personal Data is backed up and
maintained using at least industry standard methods
Security Incident Procedures. Motorola maintains a global incident response plan to address any
physical or technical incident in an expeditious manner. Motorola maintains a record of security
breaches with a description of the breach, the time period, the consequences of the breach, the
name of the reporter, and to whom the breach was reported, and the procedure for recovering
data. For each security breach that is a Security Incident, notification will be made in accordance
with the Security Incident Notification section of this DPA.
Business Continuity and Disaster Preparedness. Motorola maintains business continuity and
disaster preparedness plans for critical functions and systems within Motorola's control that
support the products and services purchased under the Agreement in order to avoid services
disruptions and minimize recovery risks.
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Processes for regularly testing, assessing and evaluating the effectiveness of technical
and organizational measures in order to ensure the security of the processing
Motorola periodically evaluates its processes and systems to ensure continued compliance with
obligations imposed by law, regulation or contract with respect to the confidentiality, integrity,
availability, and security of Customer Data, including Personal Information. Motorola documents
the results of these evaluations and any remediation activities taken in response to such
evaluations. Motorola periodically has third party assessments performed against applicable
industry standards, such as ISO 27001, 27017, 27018 and 27701.
Measures for user identification and authorisation
Identification and Authentication. Motorola uses industry standard practices to identify and
authenticate users who attempt to access Motorola information systems. Where authentication
mechanisms are based on passwords, Motorola requires that the passwords are at least twelve
characters long and are changed regularly. Motorola uses industry standard password
protection practices, including practices designed to maintain the confidentiality and integrity of
passwords when they are assigned, distributed, and during storage.
Access Policy and Administration. Motorola maintains a record of security privileges of
individuals having access to Customer Data, including Personal Information. Motorola
maintains appropriate processes for requesting, approving and administering accounts and
access privileges in connection with the Processing of Customer Data. Only authorized
personnel may grant, alter or cancel authorized access to data and resources. Where an
individual has access to systems containing Customer Data, the individuals are assigned
separate, unique identifiers. Motorola deactivates authentication credentials on a periodic
basis.
Measures for the protection of data during transmission
Data is generally encrypted during transmission within the Motorola managed environments.
Encryption in transit is also generally required of any Sub-processors. Further, protection of data
in transit is achieved through the access controls, physical and environmental security, and
personnel security described throughout this Annex II.
Measures for the protection of data during storage
Data is generally encrypted during storage within the Motorola managed environments.
Encryption in storage is also generally required of any Sub-processors. Further, protection of data
in storage is also achieved through the access controls, physical and environmental security, and
personnel security described throughout this Annex II.
Measures for ensuring physical security of locations at which personal data are processed
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Motorola maintains appropriate physical and environment security controls to prevent
unauthorized access to Customer Data, including Personal Information. This includes appropriate
physical entry controls to Motorola facilities such as card-controlled entry points, and a staffed
reception desk to protect against unauthorized entry. Access to controlled areas within a facility
will be limited by job role and subject to authorized approval. Use of an access badge to enter a
controlled area will be logged and such logs will be retained in accordance with Motorola policy.
Motorola revokes personnel access to Motorola facilities and controlled areas upon separation of
employment in accordance with Motorola policies. Motorola policies impose industry standard
workstation, device and media controls designed to further protect Customer Data, including
personal information.
Measures for ensuring personnel securi'ty
Access to Customer Data. Motorola maintains processes for authorizing and supervising its
employees, and contractors with respect to monitoring access to Customer Data. Motorola
requires its employees, contractors and agents who have, or may be expected to have, access
to Customer Data to treat that data as Motorola Solutions Confidential Restricted information.
Security and Privacy Awareness. Motorola ensures that its employees and contractors remain
aware of industry standard security and privacy practices, and their responsibilities for
protecting Customer Data, which may include Personal Data. This includes, but is not limited to,
protection against malicious software, password protection, and management, and use of
workstations and computer system accounts. Motorola requires periodic information security
training, privacy training, and business ethics training for all employees and contract resources.
Sanctjon Poljcy. Motorola maintains a sanction policy to address violations of Motorola's internal
security requirements as well as those imposed by law, regulation, or contract.
Background Checks. Motorola follows its standard mandatory employment verification
requirements for all new hires. In accordance with Motorola internal policy, these requirements
will be periodically reviewed and include criminal background checks, proof of identity validation
and any additional checks as deemed necessary by Motorola.
Measures for ensuring events logging
Motorola Solutions logs, or enables Customers to log, access and use of products or services
that Process Customer Data. Logging of defined system activities, with appropriate event
details, is required by Motorola Solutions policy. Such policy also requires integrated audit
record review via a Security Information Event Management system and requirements for
appropriate audit trail log management.
Measures for certification/assurance of processes and products
Motorola performs internal security evaluations such as Secure Application Reviews and Secure
Design Review as well as Production Readiness Reviews prior to product or service release.
Where appropriate, privacy assessments are performed for Motorola's products and services. A
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risk register is created as a result of internal evaluations with assignments tasked to appropriate
personnel. Security audits are performed annually with additional audits as needed. Additional
privacy assessments, including updated data maps, may occur when material changes are made
to the products or services. Further, Motorola Solution has achieved AICPA SOC2 Type 2
reporting and ISO/IEC 27001 :2013 certification for the scope as set forth in its applicable
certificate found at the Motorola Solutions Trust Center.
Measures for ensuring data minimisation
Motorola Solutions policies require processing of all personal information in accordance with
applicable law, including when that law requires data minimisation. Further, Motorola Solutions
conducts privacy assessments of its products and services and evaluates if those products and
services support the principles of processing, such as data minimization.
Measures for ensuring data quality
Motorola Solutions policies require processing of all personal information in accordance with
applicable law, including when that law requires ensuring the quality and accuracy of data.
Further, Motorola Solutions conducts privacy assessments of its products and services and
evaluates if those products and services support the principles of processing, such as ensuring
data quality.
Measures for ensuring limited data retention
Motorola Solutions maintains a data retention policy that provides a retention schedule outlining
storage periods for Personal Data. The schedule is based on business needs and provides
sufficient information to identify all records and to implement disposal decisions in line with the
schedule. The policy is periodically reviewed and updated.
Measures for ensuring accountability
To ensure compliance with the principle of accountability, Motorola Solutions maintains a Privacy
Program which generally aligns its activities to industry standard frameworks including the Nymity
Privacy Management and Accountability Framework, NIST Privacy Framework and ISO 27701.
The Privacy Program is audited annually by Motorola Solutions Audit Services.
Measures for allowing data portability and ensuring erasure
When subject to a data subject request to move, copy or transfer their personal data, Motorola
Solutions will provide personal data to the Controller in a structured, commonly used and machine
readable format. Where possible and if the Controller requests it, Motorola Solutions can directly
transmit the personal information to another organization.
For transfers toSub-processors
If, in the course of providing products and services under the Agreement, Motorola Solutions
transfers Customer Data containing Personal Data to Sub-processors, such Sub-processors will
be subjected to a security assessment and bound by obligations substantially similar, but at least
as stringent, as those included in this DPA.
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ANNEX Ill
SUB-PROCESSORS
Motorola Solutions Sub-processors are identified at the Motorola Solutions
Sub-processor Site unless otherwise identified below
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Software License Agreement
This Software License Agreement (this "SLA") is subject to, and governed by, the terms of the Motorola
Solutions Customer Agreement or other agreement ("MCA") to which it is attached. Capitalized terms used in
this SLA, but not defined herein, will have the meanings set forth in the MCA.
Section 1. Agreement. This SLA governs Customer's use of Licensed Software and Software-as-a-Service
from Motorola, as applicable, and is an integral part of the Parties' Agreement.
Section 2. Licensed Software License and Restrictions.
2.1. Ljcensed Software Ljcense. 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 Licensed Software identified in
a Proposal, in the code format provided 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 Proposal, the foregoing license grant will be limited to the number of licenses set forth
in the applicable Proposal. Licensed Software embedded as firmware on a Designated Product will be
licensed for the life of the applicable Designated Product. Except as otherwise permitted in an applicable
Addendum or Proposal, 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, access, or use the Licensed Software
remotely from any location. The grant of license contemplated herein shall not survive termination due to
breach of the license terms by Customer, including Customer's Authorized Users
2.2. Customer Restrjctjons. 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 Products) in connection with their use of the Products. Customers and Authorized
Users will comply with the applicable Documentation in connection with their use of the Products. Customer
and its Authorized Users will comply with Motorola's Acceptable Use Policy.
2.3. Copjes. Customer may make a reasonable number of backup copies of the Licensed Software. 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 the Licensed Software is available to the
general public, or otherwise authorized by Motorola in writing, Customer will not, and will not enable or allow
any third party to: (a) install a licensed copy of the Licensed Software on more than one (1) unit of a
Designated Product; or (b) copy onto or transfer Licensed Software installed in a unit of a Designated
Product onto another device. Customer may temporarily transfer Licensed Software installed on a
Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Customer
provides written notice to Motorola of the temporary transfer and identifies the device on which the Licensed
is transferred. Temporary transfer of the Licensed Software to another device must be discontinued when
the original Designated Product is returned to operation and the Licensed Software must be removed from
the other device. Customer must provide prompt written notice to Motorola at the time the temporary
transfer is discontinued.
2.4. User Credentja!s. If applicable, Motorola will provide Customer with administrative user credentials for the
Licensed Software including, if applicable, the Software-as-a-Service, 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 Licensed Software
through such user credential (including through any administrative user credentials), including
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any changes made to the Licensed Software, Software-as-a-Service, 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 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.
Section 3. Software Systems and Saas Products -Applicable Terms and Conditions
3.1. CAD and Records Products. In the event Customer purchases any Computer Aided Dispatch {"CAD"}
or Records Products under the Agreement Customer acknowledges and agrees that the licenses granted
by Motorola under this SLA to CAD and Records Products for on-premises Software Systems are
conditioned upon Customer purchasing Maintenance and Support Services for such Products during the
term of the applicable license. If at any time during the term of any such license, Customer fails to purchase
associated Maintenance and Support Services (or pay the fees for such Services}, Motorola will have the
right to terminate or suspend the software licenses for CAD and Record Products.
3.2. Saas.
3.2.1. Pata Storage. Motorola will determine, in its sole discretion, the location of stored content for Saas
Products. All data, replications, and backups will be stored at a location in the United States for Customers
in the United States.
3.2.2. Pata Retrjeyal Saas 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. Access to content
in archival storage may take up to twenty-four (24} hours to be viewable.
3.2.3. Majntenance Scheduled maintenance of Saas 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.
Section 4. Term.
4.1. Ierm. The term of this SLA (the "SLA Term"} will commence upon the Effective Date of the MCA.
4.2. Termjnatjon. Notwithstanding the termination provisions of the MCA, Motorola may terminate this SLA (and
any Agreements hereunder} immediately upon notice to Customer if Customer breaches Section 2 -
Licensed Software License and Restrictions of this SLA; any other provision related to Licensed
Software license scope or restrictions set forth in a Proposal, EULA, Acceptable Use Policy, or other
applicable Addendum; or Motorola determines that Customer's use of a Saas Product poses, or may pose,
a security or other risk or adverse impact to any Saas Product, Motorola, Motorola's systems, or any third
party (including other Motorola customers}. Upon termination or expiration of the SLA Term, all Motorola
obligations under this SLA (including with respect to Equipment and Licensed Software delivered
hereunder} will terminate. If Customer desires to purchase additional Services in connection with such
Equipment or Licensed Software, Customer may enter into a separate Addendum with Motorola, governing
such Services.
4.3. Customer acknowledges that Motorola made a considerable investment of resources in the development,
marketing, and distribution of the Licensed Software, Saas Products, and Documentation, and that
Customer's breach of the SLA will result in irreparable harm to Motorola for which monetary damages would
be inadequate. If Customer breaches this SLA, in addition to termination, Motorola will be entitled to all
available remedies at law or in equity (including immediate injunctive relief}.
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Section 5. Warranty
5.1. Motorola Ljcensed Software Warranty. Unless otherwise stated in the License Agreement, for a period of
ninety (90) days commencing upon the delivery of Motorola-owned Licensed Software, Motorola represents
and warrants that such Licensed Software, when used in accordance with the Documentation and the
Agreement, will be free from reproducible defects that prevent operation of features critical to the primary
functionality or successful operation of the Motorola-developed Licensed Software (as determined by
Motorola)
5.2. As Customer's sole and exclusive remedy for any breach of the Motorola Licensed Software Warranty,
Motorola will use commercially reasonable efforts to remedy the material defect in the applicable Licensed
Software; provided, however, that if Motorola does not remedy such material defect within a reasonable
time, then at Motorola's sole option, Motorola will either replace the defective Licensed Software with
functionally-equivalent software, provide substitute software to Customer, or terminate the applicable
software license and refund any paid license fees to Customer on a pro-rata basis.
5.3. For clarity, the Motorola Licensed Software Warranty applies only to the most current version of the
Licensed Software issued by Motorola, and issuance of updated versions of any Licensed Software does
not result in a renewal or extension of the Motorola Licensed Software Warranty beyond the ninety (90) day
warranty period.
5.4 . .saas,. Saas Products do not qualify for the Motorola Licensed Software Warranty above.
5.5. WARRANTY DISCLAIMER. EXCEPT AS PROVIDED ABOVE, AND TO THE MAXIMUM EXTENT
PROVIDED BY LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED
SOFTWARE AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO
SATISFACTORY QUALITY, PERFORMANCE AND ACCURACY IS WITH YOU AND MOTOROLA AND
ITS SUPPLIERS AND LICENSORS PROVIDE THE LICENSED SOFTWARE "AS-IS" AND WITH ALL
FAUL TS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES OR CONDITIONS, WHETHER
EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF:
(A) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (8) ACCURACY OR
COMPLETENESS OF RESPONSES, RESULTS, OR INFORMATIONAL CONTENT; (C) WORKMANLIKE
EFFORT; (D) CORRESPONDENCE TO DESCRIPTION; (E) TITLE OR NON-INFRINGEMENT OR NON
MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; (F) CUSTOM OR
TRADE; (G) QUIET ENJOYMENT; OR (H) SYSTEM INTEGRATION. MOTOROLA MAKES NO
WARRANTY THAT ANY PORTION OF THE SOFTWARE OR SERVICES WILL OPERATE ERROR
FREE, FREE OF ANY SECURITY DEFECTS, OR IN AN UNINTERRUPTED MANNER. MOTOROLA
SHALL NOT BE RESPONSIBLE FOR PROBLEMS CAUSED BY CHANGES IN THE OPERATING
CHARACTERISTICS OF THE DEVICE(S) UPON WHICH THE SOFTWARE IS OPERATING, OR FOR
PROBLEMS IN THE INTERACTION OF THE SOFTWARE AND SERVICES WITH NON-MOTOROLA
MATERIALS. MOTOROLA NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON
PURPORTING TO ACT ON ITS BEHALF TO MODIFY OR TO CHANGE THIS WARRANTY, NOR TO
ASSUME FOR MOTOROLA ANY OTHER WARRANTY OR LIABILITY CONCERNING THE SOFTWARE
AND SERVICES. THE WARRANTY MADE BY MOTOROLA MAY BE VOIDED BY ABUSE OR MISUSE.
THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS
UNDER MANDATORY LAW THAT VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY.
Section 6. 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.
Section 7. Survival. The following provisions will survive the expiration or termination of this SLA for any
reason: Section 2 -Licensed Software License and Restrictions; Section 3 --Software Systems and Saas
Products -Applicable Terms and Conditions; Section 4 -Term; Section 5.5 Warranty Disclaimer; and Section
?-Survival.
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MAINTENANCE, SUPPORT AND LIFECYCLE MANAGEMENT ADDENDUM
This Maintenance, Support and Lifecycle Management Addendum (this "MSLMA") is subject to, and
governed by, the terms of the Motorola Solutions Customer Agreement ("MCA") to which it is attached.
Capitalized terms used in this MSLMA, but not defined herein, will have the meanings set forth in the MCA.
Section 1. Addendum. This MSLMA governs Customer's purchase of Maintenance, Support and Lifecycle
Management (as defined below) services (and, if set forth in an Proposal related Services) from Motorola
and will form part of the Parties' Agreement. This MSMLA will control with respect to conflicting terms in
the MCA or any other applicable Addendum, but only as applicable to the Maintenance, Support and
Lifecycle Management services purchased under this MSMLA and not with respect to other Products
and Services.
Section 2. Scope
Motorola will provide break/fix maintenance, technical support, or other Services (such as software
integration Services) ("Maintenance and Support Services") and/or upgrade services ("Lifecycle
Management") as further described in the applicable Proposal.
Section 3. Terms and conditions
3.1 Maintenance and Support services
3.1.1 Purchase Order Acceptance. Purchase orders for additional, continued, or expanded maintenance
and software support, during the Warranty Period or after the Warranty Period, become binding only when
accepted in writing by Motorola.
3.1.2 Start pate The "Start Date" for Maintenance and Support Services will be indicated in the
applicable Proposal.
3.1.3 Auto Renewal Unless the applicable Proposal specifically states a termination date or one Party
notifies the other in writing of its intention to discontinue the Maintenance and Support Services, this
Agreement will renew for an additional one (1) year term on every anniversary of the Start Date. At the
anniversary date, Motorola may adjust the price of the Services to reflect the renewal rate.
3.1.4 Termjnatjon. Written notice of intent to terminate must be provided thirty (30) days or more prior
to the anniversary date. If Motorola provides Services after the termination or expiration of this MSLMA,
the terms and conditions in effect at the time of termination or expiration will apply to those Services and
Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly
rates. This provision survives the expiration or termination of the Agreement and applies notwithstanding
any contrary provision.
3.1.5 Equjpment pefjnjtjon For maintenance and support services, Equipment will be defined to mean
the hardware specified in the applicable Proposal.
3.1.6 Addjtjonal Hardware If Customer purchases additional hardware from Motorola that becomes part
of the Communications System, the additional hardware may be added to this MSLMA and will be billed at
the applicable rates after the warranty period for that additional equipment expires. Such hardware will be
included in the definition of Equipment.
3.1. 7 Majntenance. Equipment will be maintained at levels set forth in the manufacturer's product
manuals and routine procedures that are prescribed by Motorola will be followed. Motorola parts or parts of
equal quality will be used for Equipment maintenance.
3.1.8 Egujpment Condjtjon All Equipment must be in good working order on the Start Date or when
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additional equipment is added to the MSLMA. Upon reasonable request by Motorola, Customer will provide
a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in
writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay
maintenance and support fees for this Equipment will terminate at the end of the month in which Motorola
receives the written notice. If Equipment cannot, in Motorola's reasonable opinion, be properly or
economically maintained for any reason, Motorola may modify the scope of Services related to that
Equipment; remove that Equipment from the Agreement; or increase the price to maintain that Equipment.
3.1.9 Egyjpment Fajlyre Customer must promptly notify Motorola of any Equipment failure. Motorola
will respond to Customer's notification in a manner consistent with the level of Service purchased as
indicated in this MSLMA and applicable Proposal.
3.1.10 lntrjnsjcaUy Safe, Customer must specifically identify any Equipment that is labeled intrinsically
safe for use in hazardous environments.
3.1.11 Excluded Services.
a) Service excludes the repair or replacement of Equipment that has become defective or damaged
from use in other than the normal, customary, intended, and authorized manner; use not in compliance with
applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of
God or other force majeure events.
b) Unless specifically included in this MSLMA or the applicable Proposal, Service excludes items that
are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading
or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products,
modified units, or software; and repair or maintenance of any transmission line, antenna, microwave
equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for
any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web,
or for Equipment malfunction caused by the transmission medium.
3.1.12 Tjme And Place Service will be provided at the location specified in this MSLMA and/or the
applicable Proposal. When Motorola performs maintenance, support, or installation at Customer's location,
Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter,
heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or
its subcontractors will not be imposed as a site access requirement. Customer will provide all information
pertaining to the hardware and software elements of any system with which the Equipment is interfacing so
that Motorola may perform its Services. Unless otherwise stated in this MSLMA or applicable Proposal, the
hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless
otherwise stated in this MSLMA or applicable Proposal, the price for the Services exclude any charges or
expenses associated with helicopter or other unusual access requirements; if these charges or expenses
are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for
those charges and expenses.
3.1.13 Customer Contact. Customer will provide Motorola with designated points of contact (list of names
and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an
escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola.
3.1.14 Warranty Motorola warrants that its Maintenance and Support Services under this section will be
free of defects in materials and workmanship for a period of ninety (90) days from the date the performance
of the Services are completed. In the event of a breach of this warranty, Customer's sole remedy is to
require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid
for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
Motorola Solutions, Inc
Maintenance, Support & Lifecycle Mgmt Addendum v3.17.25 2
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D Attachment 3
3.2 Lifecycle Management Services
3.2.1 The License terms included in the MCA and its SLA Addendum apply to any Motorola Licensed
Software provided as part of the Lifecycle Management transactions.
3.2.2 The term of this MSLMA is 2 years, commencing on _______ _, 2026. The Lifecycle
Management Price for the 2 years of services is $54,444.72 excluding applicable sales or use taxes but
including discounts as more fully set forth in the pricing pages. Because the Lifecycle Management is a
Subscription Service as more fully described in the applicable Proposal, payment from Customer is due
in advance and will not be in accordance with any Payment Milestone Schedule.
3.2.3 The Communications System upgrade will be scheduled during the subscription period and will
be performed when Motorola's upgrade operation resources are available. Motorola may substitute any
of the promised Equipment or Licensed Software so long as the substitute is equivalent or superior to the
initially promised Equipment or Licensed Software.
3.2.4 Acceptance of a Lifecycle Management transaction occurs when the Equipment (if any) and
Licensed Software are delivered, in accordance with the MCA, and the Lifecycle Management services
are fully performed.
3.2.5 The Warranty Period for any Equipment or Licensed Software provided under a Lifecycle
Management transaction will commence upon shipment and is for a period of ninety (90) days. The
ninety (90) day warranty for Lifecycle Management services is set forth in the applicable Proposal.
3.2.6 In addition to the description of the Lifecycle Management services and exclusions provided in
the applicable Proposal, the following apply:
a) Upon reasonable request by Motorola, Customer will provide a complete serial and model
number list of the Equipment.
b) Lifecycle Management services exclude the repair or replacement of Equipment that has become
defective or damaged from use in other than the normal, customary, intended, and authorized
manner; use not in compliance with applicable industry standards; excessive wear and tear; or
accident, liquids, power surges, neglect, acts of God or other force majeure events.
c) Unless specifically included in this MSLMA or the applicable Proposal, Lifecycle Management
services exclude items that are consumed in the normal operation of the Equipment; accessories;
and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower
lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission
medium, such as telephone lines, computer networks, the internet, or for Equipment malfunction
caused by the transmission medium.
d) Customer will provide Motorola with designated points of contact (list of names and phone
numbers) that will be available during the performance of the Lifecycle Management services.
3.2. 7 The Lifecycle Management annualized price is based on the fulfillment of the two year cycle. If
Customer terminates this service during a two year cycle, except for Motorola's default, then Customer
will be required to pay for the balance of payments owed for the two year cycle if a major system release
Motorola Solutions, Inc
Maintenance, Support & Lifecycle Mgmt Addendum v3.17.25 3
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D Attachment 3
has been implemented before the point of termination.
3.2.8 If Customer terminates this Maintenance and Support or Lifecycle Management service and
contractual commitment before the end of the 2 year term, for any reason other than Motorola's default,
then the Customer will pay to Motorola a termination fee equal to the discount applied to the last three years
of seryjce payments related to the 2 year commitment. This provision survives the expiration or termination
of the Agreement and applies notwithstanding any contrary provision.
Section 4. Payment
4.1 Unless alternative payment terms are stated in this MSLMA, Motorola will invoice Customer in advance
for each payment period. All other charges will be billed monthly and the Customer must pay each invoice
in U.S. dollars within thirty (30) days of the invoice date. Customer will reimburse Motorola for all property
taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of
Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any
governmental entity.
4.2 INFLATION ADJUSTMENT. For multi-year agreements, at the end of the Agreement's first year and
each year thereafter, a CPI percentage change calculation shall be performed using the U.S. Department
of Labor, Consumer Price Index, "All Items," Unadjusted Urban Areas (CPI-U). Should the annual inflation
rate increase greater than 3% during the previous year, Motorola shall have the right to increase all future
maintenance prices by the CPI increase amount exceeding 3%. The adjustment calculation will be based
upon the CPI for the most recent twelve (12) month increment beginning from the most current month
available posted by the U.S. Department of Labor (http://www.bls.gov) immediately preceding the new
maintenance year. For purposes of illustration, if in Year 5 the CPI reported an increase of 8%, Motorola
may increase the Year 6 price by 5% (8%-3% base).
Motorola Solutions, Inc
Maintenance, Support & Lifecycle Mgmt Addendum v3.17.25 4
D~~~~,i~~.~~Y~~~P.~ ID: 21B9F364-5970-4B03-AB34-0F84592~~-~D ______ netra Software Support Policy-Motorola Solutions
SOFTWARE POLICY Attachment 4
This document defines specific support availability and timelines for Motorola Solutions ASTRO® 25 and Dimetra systems.
Support Periods : The standard support period begins when a system software release is first made available to the market.
From that date, the standard support period for the software release is four years, referred to as Year 1 to Year 4 or Y1 to Y4.
The extended support period is from year 5 to year 7 or Y5 to Y7. Depending on the support option, the End of Support (EoS)
period is from either year 5 or year 8 and into the future. These support periods are not affected by the purchase date,
shipment date or acceptance date of a system for a given software release.
1) Standard support period: Motorola Solutions will support the given software release in the following manner:
• Support Service Avallablllty
o Period: Y1 through Y4 from initial market availability of the software release
o All Support Services available
• Software Defect Repair/ Patching
o Period: Y1 through Y2
o Qualified Severity 1 and Severity 2 incidents that result in product defect fixes will be made available to
the customer. Some defects may require an upgrade to a more current release to resolve.
o Period: Y3 through Y4
o Qualified Severity 1 incidents that result in product defect fixes will be made available to the customer.
Some defects may require an upgrade to a more current release to resolve.
• Security Services
o Period: Y1 through Y4
o All Security Services available (Security Monitoring and Security Update Service)
• System Expansion
o Period: Y1 through Y4
o Full system expansion available including subscribers, sites, consoles, base stations and radio system
Customer Enterprise Network (CEN) additions.
2) Extended Support Period: Applies to software releases that have reached the end of standard Support. Motorola
Solutions continues to provide support on such products as specified below. Extended Support includes:
• Support Service Availability
o Period: Y5 through Y7
o All Support Services available through pricing of these services will be escalated.
• Software Defect Repair/ Patching
o Period: Y5 through Y7
o Defect Repair: Not available
• Security Services
o Period: Y5 through Y7
o Security Services-Not avajlahl.i:
• System Expansion
o Period: Y5 through Y7
https://www.motorolasolutions.com/en_us/about/legaVmotorola-solutions-customer-tenns/software_policy.html 1/2
D<?_?~~-i~~. ~~Y~!~P.~ ID: 21 B9F364-5970-4B03-AB34-0F84592~~-~-~D ____ .. netra Software Support Policy -Motorola Solutions
Attachment 4
o Infrastructure expansions are not available. System Expansion is limited to subscribers only. Some features
on the subscribers may not function due to Infrastructure expansions no longer being available.
3) End of Support Period: Applies to software releases that have reached the end of Extended Support. Support for older
software versions will no longer be available. End of Support includes:
• Support Service Availability and Pricing
o Period: YB and later
o Support Services -Not Ayajiabie
• Software Patching
o Period: Y5 and later
o Defect Repair -Not Ayajiabie
o Security Services -Not Ayajiabie
• System Expansion
o Period: Y5 and later
o Infrastructure expansions are not available. System Expansion is limited to subscribers only. Some features
on the subscribers may not function due to Infrastructure expansions no longer being available.
Motorola Solutions, Inc
Effective 11-21-2016
https://www.motorolasolutions.com/en_us/about/legal/motorola-solutions-customer-terms/software_policy.html 2/2
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D
Attachment 5
Confidentiality Terms
As part of any Agreement between Customer and Motorola, and subject to any applicable freedom of
information or public records legislation, the following confidentiality terms apply:
Confidential Information. 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 disclosing party
{"Discloser'') by submitting a written document to receiving party {"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 purposes and must be labeled or marked as confidential or its
equivalent.
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 10 -Confidentiality; (b) restrict disclosure of Confidential
Information to only those employees, agents or consultants who must access the Confidential Information
for the purpose of providing Products or Services and who are bound by confidentiality terms substantially
similar to those in this Agreement and licenses; (c) not copy, reproduce, reverse engineer, decompile or
disassemble any Confidential Information; (d) use the same degree of care as for its own information of like
importance, but no less than reasonable care to safeguard against disclosure; (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 Section; and (f) only use the Confidential Information as needed to fulfill its obligations and
secure its rights under this Agreement.
Exceptions. Recipient may disclose Confidential Information to the extent required by law, or a judicial or
legislative order or proceeding. Recipient is not obligated to maintain as confidential any information that
Recipient can demonstrate by documentation (a) is publicly known or available prior to without breach of
this Agreement; (b) is lawfully obtained; or (c) is independently known or developed by Recipient without
the use of, or reference to, any of Discloser's Confidential Information or any breach of this Agreement.
Ownership of Confidential Information. All Confidential Information is and will remain the property of
Discloser, and will not be copied or reproduced without written permission. Within ten (10) days of receipt
of Discloser's written request, Recipient will destroy or return or destroy all Confidential Information to
Discloser, or certify in writing that all such Confidential Information has been destroyed. However, Recipient
may retain (a) one (1) archival copy for use only in case of a dispute concerning this Agreement, and
(b) Confidential Information that has been automatically stored in accordance with Recipient's standard
backup or recordkeeping procedures. Recipient will remain subject to the obligations of this Agreement with
respect to any Confidential Information retained subject to clauses (a) or (b). No license, express or implied,
in the Confidential Information is granted to the Recipient other than to use it 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.
Disclosure. If Recipient is required to disclose Confidential Information pursuant to applicable law, statute,
or regulation, or court order, the recipient will give to Discloser prompt written notice of the request and a
reasonable opportunity to object to such disclosure and seek a protective order or appropriate remedy. If,
in the absence of a protective order, Recipient determines, upon the advice of counsel, that it is required to
disclose such information, it may disclose only confidential information specifically required and only to the
extent required to do so.
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D
Exhibit "B"
Cyber Subscription Renewals and Integrations Addendum
Motorola Solutions Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows:
Section 1. APPLICABILITY
1.1 This Addendum sets out additional and superseding terms applicable to Customer's purchase of cyber security services,
including Remote Security Update Service, Security Update Service,
and Managed Detection & Response subscription services, among other subscription services, (ii) professional services, and/or
(iii) retainer services (i.e., professional services when expressly purchased as a block of pre-paid hours for use, subject to
expiration, within a specified period across certain offered service categories ("Retainer Services") (all collectively herein,
"Services").
Section 2. ADDITIONAL DEFINITIONS AND INTERPRETATION
2.1. "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.
2.2 "Customer Data" means Customer data, information, and content, provided by, through, or on behalf of Customer, its
Authorized Users, and their end users through the use of the Services. Customer Data does not include Customer Contact Data,
Service Use Data, or information from publicly available sources or other Third-Party Data or Motorola Data or anonymized or
generalized data. For avoidance of doubt, so long as not specifically identifying the Customer, Customer Data shall not include, and
Motorola shall be free to use, share and leverage security threat intelligence and mitigation data generally, including without
limitation, third-party threat vectors and IP addresses, file hash information, domain names, malware signatures and information,
information obtained from third-party sources, indicators of compromise, and tactics, techniques, and procedures used, learned or
developed in the course of providing Services.
2.3 "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 Services. Any Feedback provided by Customer is entirely voluntary.
Motorola may use, reproduce, license, and otherwise distribute and exploit the Feedback without any obligation or payment to
Customer or Authorized Users. Customer represents and warrants that it has obtained all necessary rights and consents to grant
Motorola the foregoing rights.
2.4 "Motorola Data" means data owned or licensed by Motorola.
2.5 "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.
2.6 "Service Use Data" means data generated by Customer's use of the Services or by Motorola's support of the Services,
including personal information, threat data, security threat intelligence and mitigation data, vulnerability data, threat scenarios,
malicious and third-party IP information, malware, location, monitoring and recording activity, product performance and error
information, threat signatures, activity logs and date and time of use.
2. 7 "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.
Section 3. LICENSE, DATA AND SERVICE CONDITIONS
3.1 Delivery of Cyber Services
3.1.1 All Professional Services will be performed in accordance with the performance schedule included in a
Statement of Work ("SOW") or ordering document. Delivery of hours purchased as Retainer Services is at the onset of the
applicable retainer period. Hours purchased as Retainer Services expire and are forfeited if not used within the Retainer period,
subject to terms of use, expiration and extension, if any, as set out in the applicable SOW or ordering document. Professional
Services described in a SOW will be deemed complete upon Motorola's performance of such Services or, if applicable, upon
exhaustion or expiration of the Retainer Services hours, whichever occurs first.
3.1. 2 Subscription Services. Delivery of subscription services will occur upon Customer's receipt of credentials required
for access to the Services or upon Motorola otherwise providing access to the Services platform.
3.1.3 To the extent Customer purchases equipment from Motorola ("Supplied Equipment"), title and risk of loss to the
Supplied Equipment will pass to Customer upon installation (if applicable) or shipment by Motorola. Customer will take all
necessary actions, reimburse freight or delivery charges, provide or obtain access and other rights needed and take other
requested actions necessary for Motorola to efficiently perform its contractual duties. To the extent Supplied Equipment is
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D
Exhibit "B"
purchased on an installment basis, any early termination of the installment period will cause the outstanding balance to become
immediately due.
3.2 Motorola may use or provide Customer with access to software, tools, enhancements, updates, data, derivative works, and
other materials which Motorola has developed or licensed from third parties (collectively, "Motorola Materials"}. The Services,
Motorola Data, Third-Party Data, and related documentation, are considered Motorola Materials. Notwithstanding the use of such
materials in Services or deliverables, 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. Motorola grants Customer and Authorized Users a
limited, non-transferable, non-sublicenseable, and non-exclusive license to use the Services and associated deliverables solely for
Customer's internal business purposes.
3.3 To the extent Customer is permitted to access, use, or integrate Customer or third-party software, services, content, or data
that is not provided by Motorola (collectively, "Non-Motorola Content"} with or through the Services, or will use equipment or
software not provided by Motorola, which may be required for use of the Services ("Customer-Provided Equipment"}, Customer will
obtain and continuously maintain all rights and licenses necessary for Motorola to efficiently perform all contemplated Services
under this Addendum and will assume responsibility for operation and integration of such content and equipment.
3.4 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 Addendum including the
right to Process and use the Customer Data as set forth in Section 3.5 -Processing Customer Data, below. 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 Motorola may engage sub-processors pursuant to Section 3.5.3 -Sub-processors and Third-Party
Providers.
3.5 Processing Customer Data.
3.5.1. Motorola Use of Customer Data. To the extent permitted by law, Customer grants Motorola and its subcontractors a right
to use Customer Data and a royalty-free, worldwide, non-exclusive license to use Customer Data (including to process, host, cache,
store, reproduce, copy, modify, combine, analyze, create derivative works from such Customer Data and to communicate, transmit,
and distribute such Customer Data to third parties engaged by Motorola} to (a} perform Services and provide products under the
Addendum, (b} analyze the Customer Data to operate, maintain, manage, and improve Motorola products and services, and (c}
create new products and services. Customer agrees that this Addendum, along with any related documentation, are Customer's
complete and final documented instructions to Motorola for the processing of Customer Data. Any additional or alternate instructions
must be agreed to according to the change order process. Customer represents and warrants to Motorola that Customer's
instructions, including appointment of Motorola as a processor or sub-processor, have been authorized by the relevant controller.
3.5.2 Collection, Creation, Use of Customer Data. Customer further represents and warrants that the Customer Data,
Customer's collection, creation, and use of the Customer Data (including in connection with Motorola's Services}, and Motorola's
use of such Customer Data in accordance with the Addendum, will comply with all laws and will not violate any applicable privacy
notices or infringe any third-party rights (including intellectual property and privacy rights}. It is Customer's responsibility to obtain all
required consents, provide all necessary notices, and meet any other applicable legal requirements with respect to collection and
use (including Motorola's and third-party provider use} of the Customer Data as described in the Addendum or any applicable third
party agreements or EULAs.
3.5.3 Sub-processors and Third-Party Providers. Motorola may use, engage, resell, or otherwise interface with third-party
software, hardware or services providers (such as, for example, third-party end point detection and response providers} and other
sub-processors, who in turn may engage additional sub-processors to process personal data and other Customer Data. Customer
agrees that such third-party software or services providers, sub-processors or their respective sub-processors may process and
use personal and other Customer Data in accordance with and subject to their own respective licenses or terms and in accordance
with applicable law. Customer authorizes and will provide and obtain all required notices and consents, if any, and comply with
other applicable legal requirements, if any, with respect to such collection and use of personal data and other Customer Data by
Motorola, and its subcontractors, sub-processors and/or third-party software, hardware or services providers. Notwithstanding any
provision to the contrary, to the extent the use or performance of certain Services is governed by any separate license, data
requirement, EULA, privacy statement, or other applicable agreement, including terms governing third-party software, hardware or
services, including open source software, Customer will comply, and ensure its Authorized Users comply, with any such
agreements or terms, which shall govern any such Services.
3.5.4 Notwithstanding any provision to the contrary in this Addendum or any related agreement, and in addition to other
uses and rights set out herein, Customer understands and agrees that Motorola may obtain, use and/or create and use,
anonymized, aggregated and/or generalized Customer Data, such as data relating to actual and potential security threats and
vulnerabilities, for its lawful business purposes, including improving its services and sharing and leveraging such information for the
benefit of Customer, other customers, and other interested parties.
3.6 Service Use Data. Customer understands and agrees that Motorola may collect and use Service Use Data for its own
purposes, including the uses described below. Motorola may use Service Use Data to
(a} operate, maintain, manage, improve existing and create new products and services, (b} test products and services, (c} to
aggregate Service Use Data and combine it with that of other users, and {d} to use anonymized or aggregated data for marketing,
research or other business purposes. Service Use Data may be disclosed to third parties. It is Customer's responsibility to notify
Authorized Users of Motorola's collection and use of Service Use Data and to obtain any required consents, provide all necessary
notices, and meet any other applicable legal requirements with respect to such collection and use, and Customer represents and
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D
Exhibit "B"
warrants to Motorola that it has complied and will continue to comply with this Section.
3.7. Data Retention and Deletion. Except as expressly provided otherwise, Motorola will delete all Customer Data following
termination or expiration of this Addendum, with such deletion to occur no later than ninety (90) days following the applicable date of
termination or expiration, unless otherwise required to comply with applicable law. Any requests for the exportation or download of
Customer Data must be made by Customer to Motorola in writing before expiration or termination of this Addendum. 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 agreement.
3.8. Third-Party Data and Motorola Data. Motorola Data and Third-Party Data may be available to Customer through the Services.
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. 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 this Addendum. Further, Motorola or the applicable Third-Party Data
provider may suspend, change, or terminate Customer's or any Authorized User's access to Motorola Data or Third-Party Data if
Motorola or such Third-Party Data provider believes Customer's or the Authorized User's use of the data violates the Addendum,
applicable law or Motorola's agreement with the applicable Third-Party Data provider. Upon termination of Customer's rights to use
anyMotorola Data or Third-Party Data, Customer and all Authorized Users will immediately discontinue use of such data, delete all
copies of such data, and certify such deletion to Motorola. Notwithstanding any provision of this Addendum and the Primary
Agreement to the contrary, Motorola will have no liability for Third-Party Data or Motorola Data available through the Services.
Motorola and its Third-Party Data providers reserve all rights in and to Motorola Data and Third-Party Data.
3.9 Customer will ensure its employees and Authorized Users comply with the terms of this Addendum and will be liable for all acts
and omissions of its employees and Authorized Users. Customer is responsible for the secure management of Authorized Users'
names, passwords and login credentials for access to products and Services. "Authorized Users" are Customer's employees, full
time contractors engaged for the purpose of supporting the products and Services that are not competitors of Motorola or its
affiliates, and the entities (if any) specified in a SOW or otherwise approved by Motorola in writing (email from an authorized
Motorola signatory accepted), which may include affiliates or other Customer agencies.
3.10 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:l/www.motorolasolutions.com/en_us/abouUprivacy
policy.html#privacystatement, as may be updated from time to time. Motorola holds all Customer Contact Data as a controller and
shall Process such Customer Contact Data in accordance with the Motorola Privacy Statement. In instances where Motorola is
acting as a joint controller with Customer, the Parties will enter into a separate addendum to allocate the respective roles as joint
controllers.
Section 4. WARRANTY
4.1 CUSTOMER ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT MOTOROLA DOES NOT GUARANTEE OR
WARRANT THAT IT WILL DISCOVER ALL OF CUSTOMER'S SECURITY EVENTS (SUCH EVENTS INCLUDING THE
UNAUTHORIZED ACCESS, ACQUISITION, USE, DISCLOSURE, MODIFICATION OR DESTRUCTION OF CUSTOMER DATA),
THREATS, OR SYSTEM VULNERABILITIES. MOTOROLA DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY AND ALL
LOSS OR COSTS OF ANY KIND ASSOCIATED WITH SECURITY EVENTS, THREATS OR VULNERABILITIES WHETHER OR
NOT DISCOVERED BY MOTOROLA. MOTOROLA DISCLAIMS ANY RESPONSIBILITY FOR CUSTOMER'S USE OR
IMPLEMENTATION OF ANY RECOMMENDATIONS PROVIDED IN CONNECTION WITH THE SERVICES. IMPLEMENTATION
OF RECOMMENDATIONS DOES NOT ENSURE OR GUARANTEE THE SECURITY OF THE SYSTEMS AND OPERATIONS
EVALUATED. CUSTOMER SHALL BE RESPONSIBLE TO TAKE SUCH ACTIONS NECESSARY TO MITIGATE RISKS TO ITS
OPERATIONS AND PROTECT AND PRESERVE ITS COMPUTER SYSTEMS AND DATA, INCLUDING CREATION OF
OPERATIONAL WORKAROUNDS, BACKUPS AND REDUNDANCIES.
4.2 Customer acknowledges, understands and agrees that the Services and products or equipment provided by or used by
Motorola to facilitate perfonnance of the Services may impact or disrupt information systems. Motorola disclaims responsibility for
costs in connection with any such disruptions of and/or damage to Customer's or a third party's information systems, equipment,
voice transmissions, data and Customer Data, including, but not limited to, denial of access to a legitimate system user, automatic
shut-down of information systems caused by intrusion detection software or hardware, or failure of the information system resulting
from the provision or delivery of the Service.
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D
Exhibit "B"
4.3. Motorola warrants that Supplied Equipment, under normal use and service, will be free from material defects in materials and
workmanship for one (1) year from the date of shipment, subject to Customer providing written notice to Motorola within that
period. AS IT RELATES TO THE SUPPLIED EQUIPMENT, MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON
INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
4.4 Pass-Through Warranties. Notwithstanding any provision of this Addendum or any related agreement to the contrary, Motorola
will have no liability for third-party software, hardware or services resold or otherwise provided by Motorola; provided, however, that
to the extent offered by third-party software, hardware or services providers and to the extent permitted by law, Motorola will pass
through express warranties provided by such third parties.
Section 5. LIMITATION OF LIABILITY
5.1. 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 ADDENDUM (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.
5.2. 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 THIS ADDENDUM OR ANY RELATED OR UNDERLYING AGREEMENT, WILL NOT EXCEED THE FEES SET
FORTH IN THE APPLICABLE SOW OR PRICING FOR THE CYBER SERVICES UNDER WHICH THE CLAIM AROSE.
NOTWITHSTANDING THE FOREGOING, FOR ANY SUBSCRIPTION SERVICES OR FOR ANY RECURRING SERVICES, THE
MOTOROLA PARTIES' TOTAL LIABILITY FOR ALL CLAIMS RELATED TO SUCH PRODUCT OR SERVICES IN THE
AGGREGATE WILL NOT EXCEED THE TOTAL FEES PAID FOR THE CYBER SERVICES TO WHICH THE CLAIM IS RELATED
DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE
FIRST CLAIM AROSE. FOR AVOIDANCE OF DOUBT, THE LIMITATIONS IN THIS SECTION 5.2 APPLY IN THE AGGREGATE
TO INDEMNIFICATION OBLIGATIONS ARISING OUT OF THIS ADDENDUM OR ANY RELATED AGREEMENTS.
5.3. ADDITIONAL EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS ADDENDUM, THE PRIMARY
AGREEMENT OR ANY RELATED AGREEMENT, MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A)
CUSTOMER DATA, INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DATA AVAILABLE THROUGH THE
PRODUCTS OR SERVICES; (B) CUSTOMER-PROVIDED EQUIPMENT, NON-MOTOROLA CONTENT, THE SITES, OR THIRD
PARTY EQUIPMENT, HARDWARE, SOFTWARE, SERVICES, DATA, OR OTHER THIRD-PARTY MATERIALS, OR THE
COMBINATION OF PRODUCTS AND SERVICES WITH ANY OF THE FOREGOING; (C) LOSS OF DATA OR HACKING,
RANSOMWARE, OR OTHER THIRD-PARTY ATTACKS OR DEMANDS; (D) MODIFICATION OF PRODUCTS OR SERVICES BY
ANY PERSON OTHER THAN MOTOROLA; (E) RECOMMENDATIONS PROVIDED IN CONNECTION WITH OR BY THE
PRODUCTS AND SERVICES; (F) DATA RECOVERY SERVICES OR DATABASE MODIFICATIONS; OR (G) CUSTOMER'S OR
ANY AUTHORIZED USER'S BREACH OF THIS ADDENDUM, THE PRIMARY AGREEMENT OR ANY RELATED AGREEMENT
OR MISUSE OF THE PRODUCTS AND SERVICES; (H) INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES,
OR SECURITY EVENTS; (I) DISRUPTION OF OR DAMAGE TO CUSTOMER'S OR THIRD PARTIES' SYSTEMS, EQUIPMENT,
OR DATA, INCLUDING DENIAL OF ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION
DETECTION SOFTWARE OR HARDWARE; (J) AVAILABILITY OR ACCURACY OF ANY DATA AVAILABLE THROUGH THE
SERVICES, OR INTERPRETATION, USE, OR MISUSE THEREOF; (K) TRACKING AND LOCATION-BASED SERVICES; OR (L)
BETA SERVICES.
5.4. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed
issues in Section 5.3 -Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues,
Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any fees set forth in this
Addendum or separate order for such Services, if applicable.
S.S. Representations and Standards. Except as expressly set out in this Addendum or the applicable Motorola proposal or
statement of work relating to the cyber products or services, or applicable portion thereof, Motorola makes no representations as to
the compliance of Motorola cyber products and services with any specific standards, specifications or terms. For avoidance of
doubt, notwithstanding any related or underlying agreement or terms, conformance with any specific standards, specifications, or
requirements, if any, as it relates to cyber products and services is only as expressly set out in the applicable Motorola SOW or
proposal describing such cyber products or services or the applicable (i.e., cyber) portion thereof. Customer represents that it is
authorized to engage Motorola to perform Services that may involve assessment, evaluation or monitoring of Motorola's or its
affiliate's services, systems or products.
5.6. Wind Down of Services. In addition to any other termination rights, Motorola may terminate the Services, any SOW or
subscription term, in whole or in part, in the event Motorola plans to cease offering the applicable Services to customers.
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D
Exhibit "B"
5. 7. Third-Party Beneficiaries. The Addendum is entered into solely between, and may be enforced only by, the Parties. Each
Party intends that the Addendum 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, products or services included in the Services
will be a direct and intended third-party beneficiary of this Addendum.
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D
1.0 INSURANCE
Exhibit "C"
CllY OF CARLSBAD
INSURANCE REQUIREMENlS
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. 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.
1.1 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.
1.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an
"occurrence" basis, including personal & advertising injury, with limits of $2,000,000 per
occurrence. 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.
1.1.2 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.
1.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation
limits as required by the California Labor Code. Workers' Compensation will not be required if
Contractor has no employees and provides, to City's satisfaction, a declaration stating this.
1.1.4 Professional Liability/Cyber Liability Insurance. At all times during the
performance of work under this Agreement Contractor will carry and maintain at its own
expense Errors and omissions liability appropriate to Contractor's profession with limits of
$1,000,000 per claim and $2,000,000 annual aggregate. Coverage must be maintained for a
period of three (3) years following the date of completion of the work.
1.2 Additional Provisions. Contractor will ensure that the required policies of insurance
required under this Agreement contain, or are endorsed to contain, the following provisions:
1.2.1 The City will be included as an additional insured on Commercial General
Liability which shall provide primary coverage to the City.
Docusign Envelope ID: 21 B9F364-5970-4B03-AB34-0F8459285B5D
Exhibit "C"
1.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability and
Cyber Liability, which will be written as claims-made coverage.
1.2.3 This insurance will be in force during the life of the Agreement and any extensions
of it and Contractor's Commercial General Liability, Automobile Liability and Workers
Compensation policies will be endorsed to provide a thirty (30) days prior written notice of
cancellation to City.
1.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this
Agreement, Contractor will furnish certificates of insurance and required endorsements to City.
1.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance
coverages, then City will have the option to declare Contractor in breach.
1.5 Submission of Insurance Certificates. City reserves the right to require, at any time,
complete copies of all required certificates of insurance and endorsements.
____....,
I Dm(J,UDO'l'YYY) ACC>RD• CERTIFICATE OF LIABILITY INSURA NCE -----W?:1"'"5
THIS CERTIFICATE IS ISSUED AS A MATTER OF lfFORIIATION ON.Y ANO CONFERS NO R1C:HTS UPON TIE CERTFJCATE HOLDER. THIS
C-ERTFICATE DOES NOT AFFIRIIATIVELY OR NEC.ATIVR.Y AMENl. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANOE DOES NOT CONSTITUTE A CONTRACT SElWEEN THE ISSl.lNC INSURER($. AUTHORIZED
REPRESENTATIVE OR PRODUCER. ANO TIE CERTIACATE HOLDER
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certificate does no1 cooler rights to the OH1ific:8'1!! hokier in lieu ol such endorsemen(s). .......... cc,ru,cT
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ACORD 25 (201&'03)
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