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Home My WebLink AboutContract 50054-AD1 CSC No.50054-AD1 ADDENDUM TO SYSTEM PURCHASE AGREEMENT CHANGE ORDER NO.2 & QUOTE 1264965 BETWEEN THE CITY OF FORT WORTH AND MOTOROLA SOLUTIONS, INC. This Addendum to System Purchase Agreement Change Order No. 2 ("Addendum") is entered into by and between Motorola Solutions, Inc. ("Vendor") and the City of Fort Worth ("City"), collectively the "parties." The Contract documents shall include the following: 1. System Purchase Agreement; 2. The Change Order No. 2; 3. Quote 1264965; and 4. This Addendum. Notwithstanding any language to the contrary in the attached System Purchase Agreement, Change Order No. 2, and Quote 1264965 (the "Agreement"), the parties stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non-breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the OFFICIAL RECORD' Addendum C11*5M&TARP FT WORTH,TX City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 2. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 3. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 5. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. Addendum Page 2 of 7 6. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 7. Indemnity. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 8. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of reasonable attorney's fees, any claim or action against the City for infringement of any U.S. patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). Vendor will have no duty to defend or indemnify for any infringement claim that is based upon: (a) the combination of the Deliverable(s) with any software, apparatus or device not furnished by Vendor; (b) the use of ancillary equipment or software not furnished by Vendor and that is attached to or used in connection with the Deliverable(s); (c) Deliverable(s) designed or manufactured in accordance with City's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Deliverable(s) by a party other than Vendor; (e) use of the Deliverable(s) in a manner for which the Deliverable(s) was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Deliverable(s) that is intended to correct the claimed infringement. . So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof,is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely Addendum Page 3 of 7 affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. 9. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach.In the event of such Data Breach,Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, to the extent arising out of or relating to any third party claim arising from a breach that is caused by Vendor under its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law.Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. 10. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. 11. No Debt. In compliance with Article I I § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. Addendum Page 4 of 7 12. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 13. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 14. Network Access. a. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit"A" and incorporated herein for all purposes. b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 15. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under the Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL Addendum Page 5 of 7 INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate the Agreement for violations of this provision by Vendor. 16. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 17. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. (signature page follows) Addendum Page 6 of 7 ACCEPTED AND AGREED: CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all performance By: Valerie Washington(Jun 22,202010:50 CDT) and reporting requirements. Name: Valerie Washington Title: Assistant City Manager Jun 22 2020 �` v Date: By: Alan Girton Jun 22,2020 09:07 CDT) Name: Alan Girton Approval Recommended: Title: Sr. IT Solutions Manager Approved as to Form and Legality: Z 1 By: Roger right( un 22,2020 09:32 CDT) Name: Roger Wright �L�a Title: Interim IT Solutions Director By: trong(Jun 22,2020 09:' DT) Name: `John B. Strong Attest: Title: Assistant City Attorney Rr Contract Authorization: C. ,M&C: 20-0406 By: ''g` 295 Form: UiQ-4� Q03L0"635$ga Name: Mary Kayser Title: City Secretary k i VENDOR: Motorola Solutions, Inc. BY 1U &j L Name: Brad Rice Title: Area Sales Manager Date: 06-19-2020 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Addendum Page 7 of 7 CSC No.50054-0O2 MOTORaLA SOLUTIONS CHANGE ORDER [C/O#02] Change Order No. 02 Date: September 16, 2019 Project Name: Fort Worth, Texas OWS/GPS Customer Name: Fort Worth, Texas Customer Project Mgr: Alan Girton The purpose of this Change Order: Document the use of the Project Credit towards the purchase of the CommandCentral Aware Mapping Solution This Change Order documents the use the established Project Credit towards the purchase of CommandCentral Aware Mapping Solution. This is a revision to the GPS portion of this project that provides a mapping solution that utilizes capabilities already completed as part of the GPS project. Contract# 50054 Contract Date: December 18,2017 In accordance with the terms and conditions of the contract identified above between the City of Fort Worth, Texas and Motorola Solutions, Inc.,the following changes are approved: Contract Price Adjustments This Change Order(#02) $ 182,571.49 Original Contract Value: $ 1,602,101.00 Previous Change Order amounts for Change Order numbers �� through � 02 $ 0.00 New Contract Value: $ 13784,672.49 Completion Date Adjustments Original Completion Date: September 2018 Current Completion Date prior to this Change Order: December 1, 2018 New Completion Date: December 1, 2020 Page 1 of 2 OFFICIAL RECORD CITY SECRETARY FT. WORTH'TX, MOTOMOLA SOLUTIONS CHANGE ORDER [C/O#02] Changes in Equipment: additions, deletions or modifications) Include attachments if needed See attached proposal Changes in Services: additions,deletions or modifications)Include attachments if needed See attached proposal Schedule Cfian es: describe change or N/A Extends the Project Completion Date to December 1,2020 Pricing Changes: (describe change or N/A) The CommandCentral Aware upgrade sell price is$302,839. The price is detailed as follows: • Hosted Platform Year 1: $215,679 • MCC7500e Integration $59,458 • Location Licenses $27,702 The Project credit available is$120,267.51. The overall contract value will increase, once the credit is applied, b $182,571.49 to a total of$1,784,672.49 Customer Responsibilities: describe change or N/A Review requested changes in this document and attached proposal, approve,sign and return to Motorola for contract execution. Payment Schedule for this Change Order: describe new payment terms applicable to this change order An updated Billing Milestone Schedule is attached that takes into account the current project as well as the CommandCentral revision and the Project Credit. In the System Purchase Agreement, Section 6 Payment Schedule, Sub-Item G, replace the following statement, "These discounts are valid for four(4)years starting on the effective date of this Agreement"to"These discounts are valid for eight(8)years starting on December 5, 2017." Unless amended above,all other terms and conditions of the Contract shall remain in full force. If there are any inconsistencies between the provisions of this Change Order and the provisions of the Contract,the provisions of this Change Order will prevail. IN WITNESS WHEREOF the parties have executed this Change Order as of the last date signed below. Motorola Solutions, Inc. Fort Worth,Texas By: ! - "/ �_.—_ By: Valerie Washington(Jun 22,202010S0 COT) Printed Name: Clay Cassard Printed Name: Valerie Washington Title: MSSSI Vice President Title: Assistant City Manager Date: June 15, 2020 Date: Jun 22,2020 Reviewed by: Mike Duke Date: Motorola Solutions, Inc. Project Manager Page 2 of 2 City of Fort Worth, Texas Previously Remainder to Milestone Total Amount Invoiced Invoice ORIGINAL PROJECT PAYMENT TERMS 602,101.06 20%of total contract price due when Purchaser executes the agreement $320,420.20 $0.00 $ 1,281,680.80 60%of total contract price will be invoiced immediately after the equipment is shipped from Motorola's facility $961,260.60 $320,420.20 $ 320,420.20 10%of total contract price will be invoiced immediately after the equipment is installed at the sites s ecifiec in the Exhibits $160,210.10 $1,281,680.80 $ 160,210.10 10%of total contract price will be invoiced immediately after System Acceptance less Project Credit of$120 267.51 $39,942.59 $1,441,890.90 $ 120,267.51 Command Central-Change Order#03,$182,571.49 $ 302,839.90 NEW PAYMENT TERMS FOR REMAINING BALANCE 20%of total CommandCentral contract price due when Purchaser executes the agreement $30,283.90 $1,481,833.49 $ 272;555.10 20%of total CommandCentral contract price will be invoiced immediately after Completion of the Contract Design Review $60,567.80 $1;512;117.39 $ 211;987.30 30%of total Command Central contract price will be invoiced immediately after the equipment is deliveried $90,851.70 $1,572,685.19 $ 121,135.60 30%of total Command Central contract price will be invoiced immediately after System Acceptance $90,851.70 $1,663,536.89 $ 30,283.90 10%of total Command Central contract price will be invoiced immediately after Final System Acceptance $30,283.90 $1,754,388.59 $ TOTAL PAYMENTS 1,784,672.49 Original Project Total $ 1,602,101.00 Project Credit ($120,267.51) Command Central Revision $ 302,839.00 Total $ 1,7194,672.49 Page 4 of 4 OTOROLA SOLUTIONS MOTOROLA ORPRODUCTS i MAN ENTRAL F ............ efe r 7 t / r r .,3. .. ,...., ., .. ,v .... I The design,technical,pricing,and other information("Information")furnished with this submission is proprietary and/or trade secret information of Motorola Solutions,Inc.("Motorola Solutions")and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law,the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola Solutions. as o: MOTOROLA,MOTO,MOTOROLA SOLUTIONS,and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.All other trademarks are the property of their respective owners.©2019 Motorola Solutions,Inc.All rights reserved �9i V� MOTOROLA SOLUTIONS Motorola Solutions, Inc. Tel.+1 847 576 5000 500 W Monroe Street,Ste 4400 Chicago,IL 60661-3781 USA Mr. Alan Girton January 24, 2020 Senior Manager/Wireless Communications IT Solutions 1515 11th Ave Fort Worth, TX 76102 Subject: Command Central Aware Dear Mr. Girton, Motorola Solutions, Inc. ("Motorola Solutions") is pleased to have the opportunity to provide the City of Fort Worth with quality communications equipment and services. The Motorola Solutions project team has taken great care to propose a solution that will address your needs and provide exceptional value. To best meet the functional and operational specifications of this solicitation, our solution includes a combination of hardware, software, and services. Specifically, this solution is for Command Central Aware. This proposal provides: • Seven CommandCentral Aware Software Seat Licenses (Hosted)with 1 Yr. Subscription Each • One Connector to the City's TriTech CAD System • One Connector to the City's Milestone Video System • One CloudConnect Aware Server • Integration of existing Intelligent MiddleWare (IMW)server for location services • Add 500 additional Location Licenses to existing IMW server • Mapping integration This proposal is subject to the enclosed Subscription Services Agreement and remains valid for a period of 90 days from the date of this cover letter. The City of Fort Worth may accept the proposal by returning to Motorola a signed copy of the aforementioned agreement.Alternatively, Motorola Solutions would be pleased to address any concerns the City may have regarding the proposal.Any questions can be directed to your Motorola Account Executive, Casey Moore, at 817-368-8683. We thank you for the opportunity to furnish the City with "best in class"solutions and we hope to strengthen our relationship by implementing this project. Our goal is to provide you with the best products and services available in the communications industry. Sincerely, iz &J w Brad Rice Area Sales Manager Motorola Solutions, Inc. City of Fort Worth,TX January 24,2020 Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Table of Contents i TABLE OF CONTENTS Section 1 CommandCentral Aware ..................................................................................................................1-1 1.1 Solution Overview..............................................................................................................1-1 1.2 Design Considerations.......................................................................................................1-4 1.3 Hardware Environment Requirements...............................................................................1-5 1.4 Connectivity and Design Requirements.............................................................................1-6 1.5 MCC7500e requirements...................................................................................................1-7 1.6 ASTRO P25 Radio Requirements......................................................................................1-7 1.7 Command Central Aware Product Description...................................................................1-8 1.8 Additional System Component Descriptions....................................................................1-10 Section 2 Statementof Work.............................................................................................................................2-1 2.1 Project Management Plan..................................................................................................2-1 2.1.1 Project Approach............................................................................................................2-1 2.1.2 Project Management......................................................................................................2-1 2.1.2.1 Motorola Solutions PM ...........................................................................................2-2 2.1.2.2 Customer PM..........................................................................................................2-2 2.1.2.3 Team Organization.................................................................................................2-3 2.1.2.4 Organization Chart.................................................................................................2-4 2.1.3 Project Repository and Project Control Register............................................................2-4 2.1.4 Schedule Management ..................................................................................................2-5 2.1.4.1 Milestones ..............................................................................................................2-5 2.1.4.2 Schedule Control....................................................................................................2-6 2.1.5 Communication Management ........................................................................................2-6 2.1.5.1 Communications Management Plan.......................................................................2-6 2.1.5.2 Meetings.................................................................................................................2-6 2.1.5.3 Project Communication Tools and Documentation ................................................2-7 2.1.5.4 Project Escalation Process.....................................................................................2-7 2.1.6 Quality Assurance..........................................................................................................2-8 2.1.7 Risk Management ..........................................................................................................2-8 2.1.7.1 Risk Management Plan ..........................................................................................2-8 2.1.8 Action Items....................................................................................................................2-8 2.1.8.1 Action Items Management Plan..............................................................................2-9 2.1.8.2 Monitor and Control:...............................................................................................2-9 2.1.8.3 Communication:......................................................................................................2-9 2.1.8.4 Escalation:..............................................................................................................2-9 2.1.8.5 Closing the Action Item:..........................................................................................2-9 2.1.9 Change Control ............................................................................................................2-10 2.1.9.1 Change Request Procedure.................................................................................2-10 January 24,2020 City of Fort Worth,TX Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. ii Table of Contents Motorola Solutions Confidential Restricted 2.1.9.2 Change Control Process ......................................................................................2-10 2.2 Statement of Work ...........................................................................................................2-11 2.2.1 Overview ......................................................................................................................2-11 2.2.2 Implementation Considerations....................................................................................2-11 2.2.3 Contract Award and Management................................................................................2-12 2.2.3.1 Contract Award.....................................................................................................2-12 2.2.3.2 Contract Administration and Project Initiation.......................................................2-12 2.2.3.3 Project Kickoff.......................................................................................................2-12 2.2.4 Contract Design Review (CDR)....................................................................................2-13 2.2.5 Shipping and Procurement- Hardware/Software.........................................................2-14 2.2.5.1 Procure and Ship Equipment................................................................................2-14 2.2.6 System Installation.......................................................................................................2-14 2.2.6.1 CommandCentral System General Installation and Configuration.......................2-14 2.2.6.2 Interfaces/Connectors and Integration .................................................................2-15 2.2.6.3 CommandCentral Aware Geospatial Mapping Configuration...............................2-16 2.2.6.4 Location Integration..............................................................................................2-16 2.2.7 System Installation & Configuration Acceptance (Milestone).......................................2-17 2.2.8 CommandCentral Aware Training................................................................................2-17 2.2.9 Functional Acceptance Testing ....................................................................................2-18 2.2.10 As-Built Documentation............................................................................................2-18 2.2.11 Live Cut and Transition to Support...........................................................................2-18 2.2.11.1 Live Cut ...............................................................................................................2-18 2.2.11.2 Transition to Support...........................................................................................2-19 2.2.12 Post Implementation Consultative Service...............................................................2-19 2.3 Optionally Offered COMponents for additional purchase.................................................2-20 2.3.1 CommandCentral Aware On-Site Training...................................................................2-20 2.3.2 CommandCentral Aware Post Implementation Tune Up .............................................2-20 Section 3 PricingSummary................................................................................................................................3-1 3.1 Scenario# 1: CommandCentral Aware Hosted Solution (1 seat)— Pricing Summary.......3-1 3.1.1 Scenario# 1 Annual Subscription Breakdown ...............................................................3-2 3.2 Scenario#2 : CommandCentral Aware Hosted Solution (7 seats)— Pricing Summary..3-2 3.2.1 Scenario#2 Annual Subscription Breakdown ..............................................................3-3 3.3 Location and Presence Licenses .......................................................................................3-3 Section 4 Terms & Conditions ...........................................................................................................................4-1 City of Fort Worth,TX January 24,2020 Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Table of Contents iii City of Fort Worth,TX January 24,2020 SECTION 1 SECTION TITLE 1.1 SOLUTION OVERVIEW Motorola Solutions is pleased to present the following solution for the City of Fort Worth Police Department("Customer"). Motorola Solutions offering for CommandCentral Aware provides the ability to create a situational awareness front through consolidation of disparate systems and data such as camera feeds, incident information,resource locations,alerts and voice into a single interface. CommandCentral Aware provides a consolidated,map-based common operating picture enabling enhance decision-making at your operation.Use the cloud-based platform to collaborate effectively across your operation with actionable intelligence. The cloud enables agencies to take advantage of new capabilities as they are developed,without an intrusive upgrade experience. Updates and new features are installed every few weeks, and users automatically get new capabilities the next time they log in. Cloud deployments also reduce the operational impact of faults and outages. This frees your staff to focus on strategic initiatives, instead of time-consuming tactical efforts,and drives greater value for public safety. Participating Entities The City of Fort Worth will be the sole participant entity as part of this offering for CommandCentral Aware. Solutions Included The proposed solution consists of two different scenarios. Scenario 1 -one(1)CommandCentral Aware License (hosted) , 1 seat with MCC7500e Radio Console system integration, 1 year Subscription with Software Maintenance and Technical support services. Scenario 2 -CommandCentral Aware Licenses (hosted),7 seats with only one(1)MCC7500e Radio Console system integration, 1 Year Subscription with Software Maintenance and Technical support services Application Software and System Components The CommandCentral Aware solution designed for City of Fort Worth("Customer")is comprised of the following: • One(1)C1oudConnect server hardware • CommandCentral Aware Introductory License • TriTech CAD Integration for incident and unit location Automatic Vehicle Location(AVL) • Milestone XProtect Video Management System integration • MCC 7500e Radio Dispatch Console System Integration on a single Aware position on both scenarios. • Location Services Integration • Mapping Application including: Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Section Title 1-1 City of Fort Worth,TX January 24,2020 — Accuweather Service — Agency Esri Data Sets Integration Interface Connectors as Presented in Table 1-1 and Table 1-2. Software Maintenance and Technical Support. Services as described in the Statement of Work. CUSTOMER SUPPLIED ECUIPMENT ® MOTOXIOIA SOLUTIONS MOTOROLA ETHERNET SUPPLIED EQUIPMENT City of Fort Worth Police Department FIBER CommandCentral -Aware Full Suite System Diagram CELLULAR NETWORK ------------------------------- CommartlCentral I I cmtmerl NetwoNs Network I � �w,re ur�� r�. I � Tr.Tech CA❑ I dY.vuwye MGMt _ I I I I s Hari � I 1 I I � �:�o.ax=s3.zH � h1'vh7one T9G`Jhi.S' jl I cx.�r yRus � I 1 I 1 ESRIlC;IS � �aation h1a Server P I I I I I I s.anl II I I I Ix AWare € Cloud I Warkstatlon I with mnrtm Comman�Center I monitors J �------------'" P25 R.din Mntnrn3-I'.n rnl flnil � MOTOROL/L SOLUTIONS Figure 1-1: CommandCentral Aware Representative System Diagram for Scenario 1 Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 1-2 Section Title Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 ® CUSTOMER SUPPLIED EQUIPMENT 10 NOrOAO"SOLUTIONS MCTOROLA SUPPLIED EQUIPMENT ETHERNET City of Fort Worth Police Department FIBER CommandCentral -Aware Full Suite System Diagram CELLULAR NETWORK OammandCer I !---------—---------------------- —___—_________ —___—_ — l I CN t mer'S etwork Network I �� I fun i TnTecll CA6 � I I I I I I I I Vh7„ Teovh�F I cater is ax..:a.zsa .__.---- —_——, 1uw Retlio ESRIlGIS t _____ I I r�xwxca..y c°wuaa Map Server I I^ nxr=rsx�wei I � � II f�R„�emwsaat I � I I I I s.mnl I I I it hns.zs�.ho-irs I I I I I I I I I I I I Cloud I I 6x Aware I I I %rks=ons I I ltft three CammaM Center I I I monitors each" oy P.Radln a10—d x Ml7TOROLA SOLUTIONS 'Not.:Only one of the 6 Aware—kstatonx xall have MCC7W.integration Figure 1-2: CommandCentral Aware Representative System Diagram for Scenario 2 CommandCentral Interface Connectors The table below list the specific interfaces included in our solution.An Interface Specification Document(ISD)is included for each interface in Attachment A. Each ISD details the specific features and functionality of the interface and describes the implementation process and responsibilities of the involved parties. Any requests for change to the ISD following contract is subject review and consideration through the change order provision of the contract. Table 1-1: Solution Interfaces TriTech CAD Milestone Video Management System Avigilon ACC Video Management System Intelligent MiddleWare (IMW) CommandCentral interfaces are dependent on the functionality made available to Motorola Solutions by Customer's 3rd party system. Customer is responsible to provide connectivity to 3rd Party system via the SDK,API,or other Motorola Solutions approved access. Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Section Title 1-3 City of Fort Worth,TX January 24,2020 1.2 DESIGN CONSIDERATIONS 1. The following have been taken into consideration for the design of the CommandCentral solution for the Customer: 2. The CommandCentral Aware solution design includes separate data layers for radios,AVL, CAD events and other 3rd party data. Layers can be turned on and off by the Customer as desired. 3. The Customer will be responsible for connectivity between the various networks. 4. VPN remote access is required for Motorola Solutions personnel. 5. Customer is responsible for all necessary 3rd party upgrades of their existing system(s) as may be required to support the CommandCentral solution. Motorola's solution does not include any services, support or pricing to support Customer 3rd party upgrades. 6. Customer is responsible for the impact to 3rd party systems inclusive of CommandCentral interfaces as a result of customer upgrading a 3rd party system. Motorola Solutions strongly recommends working with Motorola Solutions to understand the impact of such upgrades prior to taking any upgrade action. 7. Motorola will have no responsibility for the performance and/or delays caused by other contractors or vendors engaged by the Customer for this project, even if Motorola has been involved in recommending such contractors. 8. Customer is responsible for providing backup power as necessary. 9. Customer will provide Internet access to CommandCentral Aware clients(s)and server(s). This includes software licenses and media and installation support from the Customer's IT personnel. 10. Customer will provide Antivirus software for the Aware clients. 11. All electrical and or infrastructure improvement work required at Customer's facility,as needed, is the responsibility of the Customer. 12. Backhaul equipment, installation, and support costs are to be provided by the Customer. 13. Aware and MCC7500e support MS Windows 10 Enterprise. 14. Customer to provide Aware workstations and monitors per Motorola supplied specifications as outlined in section 1.3. Table 2:Aware Technical Discovery Requirements Aware Technical Discovery Motorola Interfaces/Connectors(Required for Each Interface/Connector) Customer Solutions Provided Confirmed Manufacturer and Current Software Version Confirm API/SDK Availability Provide IP Addresses Provide Data format Provide Data Frequency(Peak&average events&content) Provide Operational aspects(data latency,key fields/information,#inputs) Data path factors bandwidth,NAT,latency,jitter Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 1-4 Section Title Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 Additional VMS Interface/Connector Requirements *Number of Cameras connected to each VMS *VMS Archive and Arohiver to Aware Clients *Provide GPS Coordinates for each camera Integration Customer's IP Network layout(Traffic segmentation,NAT required?,etc.) Active Directory and Email policies Customer's 3rd party IP Network Connections(Schools,Fire,Traffic,etc.) Remote Access Policy/Procedures Who owns/maintains each Customer network/firewalls? Additional Information Required for Integration with CAD&ALPR Systems Data delivery latency rate Data interface type *Fileshare/Dum *Webservices *SOAP/REST *SQL Extraction Database IP Address,login credentials,DB Version Data volume calls per service,peak event rates Data Fields *CAD event Geolocation data availability *AVL/ARL data available? *Event Types *Icons *Others(?) Additional Information Required for Integration with Streaming Servers Mobile data terminal es: *Manufacturer *OS version *Wireless Access *VPN Connectivity to core? Validate Data ingestion rate(may require system expansion") 1.3 HARDWARE ENVIRONMENT REQUIREMENTS CloudConnect Two(2)rack units per C1oudConnect server with at least two(2)RU for air flow below and above with at least 30"depth. Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Section Title 1-5 City of Fort Worth,TX January 24,2020 Two(2) circuits to distribute power to the server rack(dual power supplies). UPS (Uninterruptible Power Supply at the site where the C1oudConnect server and Aware workstations will be installed. Aware Workstation Specification to be provided by the customer Processor- Intel Xeon 6136 @3.0 GHz(12 cores) Memory-4 HP 8 GB (lx8GB) Single Rank Drive- 1 NVMe 512G SSD NIC - 1 1 Gb port NIC OS -Windows 7 Professional or Windows 10 Pro Graphics Card- NVIDIA Quadro P2000 Workstation Monitors Specifications to be provided by the customer 27-inch Narrow Bezel IPS Display,2560X1440 1.4 CONNECTIVITY AND DESIGN REQUIREMENTS Motorola will work with the Customer's IT personnel to verify that connectivity meets requirements. Customer will provide the network components. The Customer will provide Internet access to the Cloud-Connect server supplied as part of this project. A minimum of 1 Gigabit network ports for the server will be made available by Customer. The workstations positions will be connected through the local IP network. Network Physical Requirements: • Four(4)network ports for the C1oudConnect server. • One(1)network port per Aware workstation. Network Bandwidth Requirements: • Provide network ports that are 1 GB capable and network routable. • Bandwidth with be provided between the Aware Server,VMS Servers,Aware Clients,and Streaming clients to support multiple video streams simultaneously. Final bandwidth requirements will be determined during Contract Design Review. • Minimum bandwidth needed between the C1oudConnect server and the CommandCentral Aware platform is 1.1 Mbps. Aware Design Requirements • A maximum of 3000 Icons viewed on the CommandCentral Aware client at one time,per instance. • A maximum of 100 updates per second on the CommandCentral Aware client. • One block often(10)contiguous IP Addresses Low latency is critical for real-time operations. The speed with which data appears on the Aware display depends in large part to how quickly the information is presented to the Aware interface. Major contributors to the latency are network delays and the delay time from occurrence of an event Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 1-6 Section Title Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 to when that event information is presented to Aware from the source application(i.e., CAD,AVL, ALPR,etc.). Consequently,although the Aware strives to provide near-real-time performance, Motorola Solutions provides no guarantees as to the speed with which an event(or video stream) appears on Aware once the event is triggered. 1.5 MCC7500E REQUIREMENTS Network Connection The MCC 7500E Dispatch Console uses wired(Ethernet)or wireless broadband(e.g.4G,Wi-Fi) networks to establish voice communications with trunked and conventional radios. Bandwidth Up to 35 kbps per channel,up to 175kbps for a 5 stream dispatch console and up to 350 kbps for a 10 stream dispatch console. Network Jitter Allowed 131ms.max Dropped Packets Allowed 1%packet loss max Maximum Delay: Latency between the console site where PRX 7000 Console Proxy is to be installed and the core— lowest latency site link to the core(RF Site or Console Site)< 10 ms 1.6 ASTRO P25 RADIO REQUIREMENTS The solution can be deployed to send location data information via LMR. It requires a ASTRO 25 radio equipped with a GPS receiver with 7.18.8 or above firmware version. ASTRO P25 Infrastructure Requirements ASTRO 25 system release 7.14 or above is required if the data will be sent via the LMR system. Enhanced Data and Intelligent Middleware(IMW)in addition to a firewall to connect the system CEN and internet securely including a packet data gateway and GGSN for each zone are used to send the location updates and events can be enabled as part of that effort. Customer will be responsible to provide internet connection and will allow Motorola Solutions to add any necessary firewalls. ASTRO 25 Voice Priority ASTRO Enhanced Data subscribers give priority to voice transmissions over data. Astro P25 Locationing GPS Activation • Packet Data Interface • Enhanced Data Operation - Supported on portables-APX 8000,APX 7000,APX 6000,APX 4000,APX 3000 - Supported on mobiles-APX 7500,APX 6500,APX 4500 Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Section Title 1-7 City of Fort Worth,TX January 24,2020 • Location Enabled • Enhanced Data Enabled • Enhanced Data Port List set to 4001 1.7 COMMAND CENTRAL AWARE PRODUCT DESCRIPTION Motorola Solutions offering for CommandCentral Aware provides the Customer with the ability to create a situational awareness front through consolidation of disparate systems and data such as camera feeds, incident information,resource locations,alerts and voice into a single interface. Agencies can increase the value of their software investments by connecting CommandCentral Aware to your current Computer Aided Dispatch(CAD),Call Handling,Land Mobile Radio (LMR),Video Management Systems (VMS),and other software platforms. Public safety agencies can accelerate workflows,improve ease of use,augment decision making and unify operational viewpoints. CommandCentral Aware enhances incident response by integrating multiple disparate systems into a unified public safety workflow. CommandCentral Aware provides the ability to correlate information and events across multiple systems;radio,video surveillance, sensors, alarms,analytics,CAD, Records, and Mapping/GPS location. CommandCentral Aware enables you to monitor activity from anywhere,act with necessary context, collaborate without distraction,respond quickly to escalating incidents, enhance response with real time video, streamline video management and agency workflows. The proposed Command Central solution is FIPS 140-2 compliant. Our Command Central solution utilizes Microsoft's Azure cloud services which is certified for compliance with FIPS 140-2, see Microsoft's FIPS compliance statement https://www.microsoft.com/en-s/trustcenter/compliance/fips. The Command Central Aware platform can identify radios by alias. The following provide summary descriptions of the CommandCentral Aware products. Detailed descriptions can be found in the CommandCentral Aware product description document. Mapping CommandCentral Aware provides the consolidated,map-based common operating picture needed to enhance decision-making at any part of your operation. You can view all of your location-based data together,on a single map display. Geospatial Event Mapping—See unit/device locations,CAD incidents, field personnel status and location,open-source data alerts, sensors and more,visualized on a map that can be customized with any of your agency's other data layers. Event Monitors-CAD incidents,personnel status and location, open source data alerts, sensors and more,visualized on a map(i.e. Esri online,Esri server,or static map layers)that can be modified with any of your agency's other data layers. Geographical Information System(GIS)Integration-Map display utilizes Esri ArcGIS online or ArcGIS Server map services provided by the Customer. Data Layer Panel-Each data layer source can be shown or hidden based on selecting or deselecting it in the data layer panel. Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 1-8 Section Title Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 Event Information Display-Details associated with each icon on the map can be viewed in an event information display upon clicking the icon. Location CommandCentral Aware maps GPS enabled land mobile radios(ASTRO P25 radios) and broadband devices(LTE/Wi-Fi enabled smartphones,tablets,and modems). The location solution supports the following capabilities: • User&Resource Location-All available agency sources of location information and related metadata are ingested from broadband and land mobile radio(LMR)devices to pinpoint the location for vehicles and responders. • Affiliation of Users,Devices and Units-A user can be affiliated with multiple devices(both broadband and LMR).Multiple users and their devices can be affiliated with a unit. • Customizable Frequency of Reporting: Provisioned Cadence,On-Event,and On Request. • Stale Location or Not Reporting Indication • Best source determination—Receives location data by responder and/or vehicle and combines with unit/user information to intelligently determine the best source and identify it for consumption by the mapping application. • Radio Emergency—When a radio enters emergency mode this is reported to the IMW and published on the Aware map display. The icon will change to show the emergency status of the radio. An alert can be set in the rules engine that will allow for a sound to be triggered and zoom the map to the extent of the geography(lat/long)of the unit reporting emergency mode. • Cadence Changes based on Geo-Fenced Area—The ability to have the cadence change based on a pre-defined geo-fenced area drawn on the Aware map display is currently on the Aware development road-map for Q1 2020 release. The development road-map is subject to change and provided for informational purposes only. • This proposal also includes 500 location user licenses for the City's existing IMW server. Note. Locations services also require a presence license in the IMW for each radio utilizing location services. No additional presence licenses are included with this proposal. At the time of this proposal the City of Fort Worth has 10,000 presence licenses and 2,000 location licenses installed on the City's IMW server. Computer Aided Dispatch (CAD) Integration CommandCentral Aware integrates with Flex CAD to provide a CAD status and event monitor capability. The CAD status monitor will allow the user to see a listing of incidents that includes: event type, location incidents,narrative,priority, status, geographic area,location of devices or units. The application consumes event driven data from multiple CAD systems allowing for real time assessment with other relevant data published to the platform such as officer location, alarms,alerts, tips,tactical information,voice and video. Geographic Information System (GIS) Data Set Integration CommandCentral Aware integrates with your hosted GIS data sets from Esri ArcGIS Server or ArcGIS online. The geospatial information contained within these data sets are core to the overall visualization of the intelligent map display. This adds to the common operating picture to enhance workflow details driven by geography and metadata contained within these data sets. Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Section Title 1-9 City of Fort Worth,TX January 24,2020 Esri's powerful geospatial engine within CommandCentral Aware is used to automatically invoke spatial queries to inform the user of nearby items,refine geographic boundaries and focus attention on location to orientate those responding. Utilizing the geospatial processing induces an intelligent driven analysis and help to eliminate additional noise on the map to not distract from the concentrated area of concern. Example data sets may include (but not limited to): • The ability to refine the data displayed based on geographic area defined per user(i.e.by Area, Beat, Sector,Precinct,Zone, Quadrant) • Find nearby entities by predefined distance (i.e. closest camera while in route, closest cameras to an event(cad,gunshot detection,alert, etc.) • Determining road blockades caused by traffic jams,flooded roadways, or barricades MCC 7500E Dispatch Console Integration CommandCentral Aware offers integration to an ASTRO 25 Radio System Dispatch Console(MCC 7500E)providing voice communication to/from the field. This integration provides additional situational awareness through voice to the common operating picture by allowing CommandCentral Aware users to initiate and receive calls via specific talk groups per incident. CommandCentral Aware integrates with Motorola Solutions' ASTRO 25 MCC7500E Dispatch Console solution. This allows the Customer to integrate radio dispatch capabilities into CommandCentral Aware client workstation without requiring an alternate method to perform(i.e. a handheld radio). Integration with the MCC 7500E Dispatch Console provides the CommandCentral Aware user with the following capabilities on the ASTRO 25 Radio Network: Talk Resource(Trunked Talkgroup and/or Conventional Channel)Assignability: this is the ability to designate which talk resources that this position will use. This allows the user to choose (and therefore start using, i.e.receiving calls and have the ability to transmit)which talkgroups or conventional channels(talk resources)that they will put in service. This can be changed dynamically during run-time and is not necessarily fixed. So,if the user needs to add or remove a talk resource, they can do so. 1.8 ADDITIONAL SYSTEM COMPONENT DESCRIPTIONS Video Management Systems A core component of CommandCentral Aware is Video View. The module provides an ability to consume video content from a variety of Video Management Systems-VMS (live and recorded, fixed and mobile). Each VMS brings with it a variety of tools via an SDK. These tools can include,but not limited to, location,user controlled Pan Tilt Zoom(PTZ),Digital Zoom, Image Capture,Video rewind and export clip,and allow for historic search of recorded video. These features improve productivity from call to closure and increase responder safety. In addition to functional tools,the Video View module can consume video analytics of automated license plate recognition,facial recognition and object detection. These capabilities will add greater refinement to video feeds to accurately assess detail,that the eye may not see, further enhancing the users experience within CommandCentral Aware. Component configuration within CommandCentral Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 1-10 Section Title Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 Aware allows for specific use case definition expanding automated intelligence into the application via: • Workflow Configuration: Automatically associates related data together from disparate systems to get a comprehensive view of the incident or threat occurrence.Displays nearby video sources based on CAD incident, sensor alarms and provided third party data alerts. • Real-Time Video Streaming: Virtually patrol the community or immediately view the scene of an event in seconds by accessing up to 16 cameras simultaneously from video feeds via VMS System.Easily reference the video source, date,time and location as well as customize camera groups for quicker access to particular locations. • Device and Content Control: Users can operate PTZ capable cameras,as well as perform a 10 second review from buffer. Snapshot pictures and video clips can be captured, stored and shared for timely situational awareness.Users can create rule-sets to perform automated actions based on event types,helping to reduce the amount of steps necessary to support an incident effectively. • Camera Location and Group Definition: Can be provisioned through the CommandCentral Aware or read directly from the VMS. • Camera Field of View can be defined via CommandCentral Aware and viewed on the map display.Users can toggle off and on the cameras that may or may not be pointed in the direction of the incident. Currently,the field of view can be imported as an image on the Aware map. This is accomplished by exporting a screen shot from the VMS that shows the camera's field of view and importing it into Command Central Aware. The ability to import the field of view information automatically via the VMS's API is currently on the Aware development road-map for Q1 2020 release. The development road-map is subject to change and provided for informational purposes only. Visualization of the response scene seconds before the responder(s)arrive creates a virtual officer in the Command Center which provides additional security to those at the edge. This virtual officer can also act in the capacity of virtual patrol assigned to observe live video during large events or within high crime areas. Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Section Title 1-11 City of Fort Worth,TX January 24,2020 SECTION 2 STATEMENT OF WORK 2.1 PROJECT MANAGEMENT PLAN 2.1.1 Project Approach Motorola Solutions is an experienced prime contractor and integrator of statewide,countywide, and citywide projects.Many members of Motorola Solutions' project staff have played key roles in designing and implementing systems similar in size and scope as designed for the City of Fort Worth Police Department ("Customer"). Motorola Solutions is proud of our legacy of industry leadership and our history of close working relationships with many state and local government users. Motorola Solutions provides project managers(PM)and solutions architects (SA)focused on the design, deployment, and support of public safety systems. Our personnel have deployed solutions in hundreds of agencies and have developed the system integration expertise and methodologies to deploy mission critical systems for Public Safety agencies. The project management methodology to be used in this project is based on the principles of the Project Management Institute's Project Management Body of Knowledge (PMBOK) and Motorola Solutions' extensive experience in project implementation. It includes processes to guide initiating, planning, executing, controlling, and closing projects to ensure on time and on budget completion while meeting the quality expectations of the stakeholders. The project will be implemented in accordance with this Project Management Plan that will be reviewed and updated during the planning phase of the project. The Project Management Plan defines the project scope, schedule, and quality expectations of the project, and to provide a comprehensive strategy for managing the project. This document, combined with the Statement of Work,Project Schedule and Functional Acceptance Test plan comprise the documents that are collectively referred to as the Project Plan. 2.1.2 Project Management Motorola Solutions' project management approach has been developed and refined based on lessons learned in the execution of hundreds of system implementations.Using experienced and dedicated people,industry-leading processes, and integrated software tools for effective project execution and control,we have developed and refined practices that ensure appropriate design,production, and testing is optimized to deliver a high quality, feature-rich system. Motorola Solutions employs intelligent project management processes and tools such as Microsoft Project for schedule development and control and managing schedule and budget, and systematic Risk Management to assist the project team in accurately forecasting and effectively controlling project activities. The assigned PM for each organization shall be the business representative and point of contact for the organization,responsible for coordination of the organization's resources and activities. The PM shall schedule all activities and resources as required to execute tasks,initiate review meetings, provide status information to their counterpart, and generally oversee the execution of the project Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-1 City of Fort Worth,TX January 24,2020 plan.Project management is an ongoing activity for the duration of the project and should be assumed to be part of every project task. 2.1.2.1 Motorola Solutions PM We will designate a PM who will direct the efforts of our project team and the efforts of Motorola Solutions' subcontractors and third party vendors, as applicable,and serve as the primary point of contact for the City/County/Customer. The responsibilities of the Motorola Solutions PM include: 1. Maintaining the Project Management Plan. 2. Maintaining project communications with the Customer's PM. 3. Managing the efforts of Motorola Solutions staff and coordinate activities with the Customer's project team members. 4. Managing Motorola Solutions' subcontractors and third party vendors and integrating the delivery of third party content into the project. 5. Measuring,evaluating and reporting the progress against the project schedule. 6. Resolving deviations from the project schedule. 7. Monitoring the project to ensure that support resources are available as scheduled and as identified in the contract. 8. Coordinating and overseeing the installation/configuration of contracted Motorola Solutions application software. 9. Reviewing and administering change control procedures with the Customer's PM and in accordance with the change management provisions of the contract. 10. Conducting status meetings teleconferences as reasonably required to discuss project status. 11. Preparing and submitting a monthly status report that identifies the activities of the previous month,as well as activities planned for the current month,including an updated project schedule and action item log. 12. Providing timely responses to issues related to project progress raised by the Customer's PM. 2.1.2.2 Customer PM The Customer will designate a PM who will direct the Customer's efforts and serve as the primary point of contact for Motorola. Responsibilities of the Customer PM include: 1. Maintaining project communications with the Motorola Solutions PM. 2. Identifying the efforts required of Customer staff to meet the task requirements and milestones in the Statement of Work and project schedule. 3. Consolidate all project-related questions and queries from Customer staff to present to the Motorola Solutions PM. 4. Reviewing the project schedule with the Motorola Solutions PM and assisting in finalizing the detailed tasks,task dates and responsibilities. 5. Measuring and evaluating progress against the project schedule. 6. Monitoring the project to ensure that resources are available as scheduled. 7. Attending status teleconferences. 8. Providing timely responses to issues related to project progress raised by the Motorola Solutions PM. 9. Liaising and coordinating with other agencies, Customer vendors,contractors and common carriers. 10. Reviewing and administering change control procedures,hardware and software certification, and all related project tasks required to maintain the implementation schedule. Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 2-2 Statement of Work Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 11. Ensuring Customer vendors' adherence to overall project schedule and plan. Identifying signatory personnel authorized to approve and release payment and approving and releasing payments in a timely manner. 12. Assigning one or more personnel who will work with Motorola Solutions staff as needed for the duration of the project,including at least one application administrator and one or more representative(s)from the IT department. 13. Identify the resource that has the authority to formally acknowledge and approve change orders, approval letter(s)and milestone recognition certificates and to approve and release payments in a timely manner. 14. Providing building access to Motorola Solutions personnel to all facilities where the system is to be installed during the project. Temporary identification cards should be issued to Motorola Solutions personnel if required for access to Customer facilities.Access must be available twenty-four(24)hours a day during the course of this project. 15. As applicable to the CommandCentral Aware solution,assuming responsibility for all fees for licenses and inspections and for any delays associated with inspections due to required permits. 16. Providing reasonable care to prevent equipment exposure to contaminants that cause damage to the equipment or interruption of service. 17. Ensure a safe work environment for Motorola Solutions personnel. If problems are encountered with hazardous materials,Motorola Solutions will immediately halt work and the Customer will be responsible for the abatement of the problem or Motorola Solutions and the Customer will jointly come to a mutual agreement on an alternative solution. Motorola Solutions will be excused from timely performance of its obligations pending such resolution. 2.1.2.3 Team Organization The Motorola Solutions Software Enterprise organization is comprised of business groups that support the development and implementation of complex public safety communications systems. Members of several of these groups are involved from the solution conception through system completion. The Motorola Solutions project team includes the project manager(PM) and subject matter specialists for each discipline and the various implementation activities • SAs own the technical solution and have full responsibility for system design and performance, ensuring the technical integrity of the system design from contract throughout the entire project life-cycle. The SAs design the system and participate in the Contract Design Review(CDR)to confirm the system design meets the contracted requirements. • Other groups support the efforts of the core team to ensure the successful implementation of the PremierOne solution. The Customer's core project team should consist of a PM, a transformation lead, an application administrator, system administrator, subject matter experts(SMEs)from each primary discipline who will become system"super users"and who are empowered to make provisioning decisions on behalf of the agency,IT personnel, and training representatives.Note that in some cases, one person may fill more than one role. The project team must be committed to participate in activities for a successful deployment. Team member roles are generally described below: • The PM shall be the business representative and primary point of contact and is responsible for coordination of resources and activities. The PM shall schedule all activities and resources as Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-3 City of Fort Worth,TX January 24,2020 required to execute tasks,initiate review meetings,approve deliverables,provide status information to the Motorola Solutions PM,and generally oversee the execution of this plan. • The SMEs are the core group of users that may be involved with business process reviews and analysis,the provisioning process, including making global provisioning choices and decisions, and training. These members should be experienced users in the working area(s)they represent and should be empowered to make decisions related to provisioning elements of CommandCentral products. • Training representatives will be the point of contact for the Motorola Solutions AS when policy and procedural questions arise, act as course facilitators and are the Customer's educational monitors. • User agency stakeholders,if the system is deployed in a multi-agency environment, are those resources representing agencies outside of the contracting/primary agency. These resources will provide provisioning inputs to the SMEs if operations for these agencies differ from that of the core agency. 2.1.2.4 Organization Chart An organizational chart is a graphic display of the project organization which shows relationships. It also communicates the project structure. Figure 2: High Level Org Chart Project Manager PMO Solution System 3rd. Party Architects Technologist Vendors 2.1.3 Project Repository and Project Control Register The official project repository is the location where all project documentation will be stored.This repository will be the primary repository of record in accordance with the records retention requirements of the performing organization's policies. The project repository will be located at a Motorola provided Google site. The repository is the primary tool the project manager will use to manage and control the project, and contains areas for the following: • Customer meeting minutes • Project schedule Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 2-4 Statement of Work Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 • Action Item Register • Risk Management Plan • Approved Change Orders • Approved Business Process Review Report • Records Detailed Design Document • Signed Milestone certificates • Technical Project Documentation — Interface Specification Documents • Acceptance Test Plan results(ATP) • Shipping Documents • Standard User Documentation • Kickoff Presentation with Customer Design Review Presentations 2.1.4 Schedule Management Schedule management includes the processes required to manage timely completion of the project. The objective of the schedule management plan is to establish a structured,repeatable schedule management process to ensure the following: • Creation of a master,detailed schedule. • Creation of a baseline for the originally planned work start and finish dates. • Regular updates to the schedule. • Routine monitoring of the progress of all activities against the baseline. • Regular reporting of variance against the baseline. • Corrective action taken if the project deviates significantly from the plan. • Any new commitments or changes to planned work follow the change control procedure. • Utilization of a scheduling tool to maintain a consistent schedule structure. The schedule for this project will be maintained using Microsoft Project. The project schedule will be baselined before work on activities begins. The schedule will be stored in the project repository. Over the course of the project, the Motorola Project Manager will request the Customer to sign off on progress and billing different types of milestones. 2.1.4.1 Milestones Progress Milestones memorialize completion of work during the project and could include events such as training completion, Interface Requirements Documents and other major deliverables. In addition, all contractual billing events will be memorialized with completion of a Milestone Certificate. At such time amilestone event takes place, Motorola Solutions will submit a completed Deliverable Milestone Notification either via an informal email for minor milestones or in the form of a milestone certificate for major milestones. The Customer will identify the resource that has the authority to formally acknowledge and approve the Deliverable Milestone Notifications to whom Motorola Solutions will deliver the Notifications. Upon receiving a Deliverable Milestone Notification, the Customer will have fifteen (15)business days to approve or reject the Notification, including reasons for the rejection, in written form or electronically via email. Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-5 City of Fort Worth,TX January 24,2020 If the Deliverable Milestone Notification is rejected within the fifteen days, Motorola Solutions will address the reasons for rejection and resubmit the Deliverable Milestone Notification. The fifteen business day cycle will then be repeated until approval is achieved. Failure to acknowledge Milestone Notifications within the fifteen day period may adversely impact the project schedule. During project initiation, the respective PMs will develop the delivery/milestone schedule. 2.1.4.2 Schedule Control The schedule will be monitored and controlled by the project manager(s)in the following manner: • Monitor the project schedule on a mutually agreed upon timeframe to determine if the project will be completed within the original effort,cost and duration. — Identify activities that have been completed during the previous time period and update the schedule to show they are finished and determine whether there are any other activities that should be completed but have not been. — If not, determine the critical path and look for ways to accelerate these activities to get the project back on its original schedule. • Integrate any fully executed change requests into the project schedule baseline and provide project teams with an assessment of the impact on the timeline. • Utilize performance reports to identify which dates in the schedule have or have not been met,as well as for alerting the project team to any issues that may cause schedule performance problems in the future. • Obtain progress reports from the various project teams to monitor the status of tasks by collecting information such as start and finish dates,remaining durations for unfinished activities, and any known risks or issues. • Changes to the schedule will be managed through the change control procedure. • The action item register will be used as a tool to manage and report schedule variance by all project teams. 2.1.5 Communication Management Communications management includes the processes required to ensure timely and appropriate generation,collection,dissemination, storage, and ultimately disposition of project information. 2.1.5.1 Communications Management Plan The communication tools and documents addressed in the project plan are used for communication between project team members and between the project team members and stakeholders. All of these documents will be stored in the project repository. All project team members will have access to this database. 2.1.5.2 Meetings Meetings are one of the major communication tools used in this project and will be documented in the format of minutes stored in the project repository. Meeting minutes will be taken during the meeting. The project team has the opportunity to comment or change information during the meeting. Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 2-6 Statement of Work Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 The minutes should be released within 3 days of the meeting and if applicable, approved within 3 days of receipt. Some meetings (e.g.,the Executive Steering Committee meeting)may have different timelines for approval of minutes.Please see the Meetings table below for differing timelines. Minutes for a meeting will be approved by the sponsor or designee. 2.1.5.3 Project Communication Tools and Documentation Following are the types of tools that may be used for communication during this project: Table 3: Exam le of Communication tools and documents Summarize progress of the project and Monthly upcoming activities, Project Google Status Reports including reporting manager Project Sponsor Drive budget and schedule variance Meeting Meeting Minutes Written record of a As Needed Facilitator or attendees and Google meeting designee other interested Drive parties Tracks cost and Monthly Project Google Project Schedule schedule variance and manager Team Drive budget Provide current project Project Status updates,review action Weekly Project Team Online Meetings items,track schedule Manager and deliverables 2.1.5.4 Project Escalation Process The escalation process addresses those situations when an agreement cannot be reached between the project managers and one or more of its stakeholders in a timely manner. The project managers may enlist the assistance of its stakeholders in the resolution of an issue to ensure the resolution represents the best interests of the project and its stakeholders. The first level in the escalation path would be to the sponsor. If the issue cannot be resolved at that level within the defined time period,the issue is escalated to the executive level. The project team should always strive to make decisions and address items at the lowest level possible;however,when a resolution cannot be reached,the item should be escalated to ensure a decision is made before it impacts the project. Motorola Solutions Escalation Process If there are issues that cannot be resolved with the project team: 1. The first level in the Motorola Solutions escalation path would be to the Project Manager 2. If the issue cannot be resolved at that level within the defined time period,then the issue can be escalated to the Regional Resource/Program Manager. Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-7 City of Fort Worth,TX January 24,2020 3. If the issue cannot be resolved at that level within the defined time period,the issue can be escalated to the Director of Solutions Delivery. 4. If the issue cannot be resolved at that level within the defined time period,the issue may be escalated to the Vice-president of SPSS. 2.1.6 Quality Assurance Service Quality: At major project intervals prior to key project milestones, a Quality Review will occur that will verify the adherence to plan. Included in such reviews could be readiness for major delivery activities,including provisioning,training,installation and pre-cutover,as well as review of major project deliverables for completeness and adherence to the Statement of Work. 2.1.7 Risk Management Risk management is the systematic process of identifying,analyzing, and responding to project risks. It includes maximizing the probability and consequences of positive events, and minimizing the probability and consequences of adverse events to project objectives. 2.1.7.1 Risk Management Plan A risk is considered to be an uncertain event that has the potential to affect project implementation. The practice of risk management is intended to plan and prepare for those possibilities and identify new potential risks throughout the duration of the project. The process for flagging and managing risks is as follows: 1. Risk Identification-This will be done by reviewing project documentation and by conducting brainstorming sessions with the project team. During the planning phase,an initial evaluation of risks will occur by the project team, led by the project manager.A project team member can identify new risks at any point during the project. 2. Risk Response Planning-The risk index will be used to prioritize risks. The risks will be rated using the probability and impact as estimated and the risk trigger and owner will be identified for further monitoring of the risk. Risk Monitoring&Control- The risk owner will be responsible for monitoring the risk through the project execution and will report the status during every project management meeting.Any updates to the probability or impact of the risks will be communicated to the project manager of the project.When a risk occurs during the project it will be considered an"issue"and be handled according to the agreed response plan. 3. Risk Reporting-The risk response plan will be reviewed and updated for change in probability/impact of the existing risks,new risks identified,and any risk that occurred with the status of the response in action. The risks will be reviewed regularly at project management meetings. 4. Change Requests&Lessons Learned-Any change to the project activities to mitigate a risk or workaround for an unidentified risk may generate change requests. These change requests will follow the procedures detailed in the Change Control section of this document. Any lessons learned will be documented in the lessons learned repository for the project. 2.1.8 Action Items An action item is defined as a question,problem,or condition that requires a follow up activity for resolution. If unsettled,an action item can become an issue, or depending upon the severity of the impact, a risk. Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 2-8 Statement of Work Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 2.1.8.1 Action Items Management Plan All action items will be documented in the project Action Item Register with the updated document being stored in the project repository. The procedures for handling an action item are as follows: Raising the Action Item: 1. All project members are responsible for identifying action items. 2. The project manager designates the team member who will act as the"action item owner." 3. The owner is primarily responsible for entering the action item. 4. The owner will be responsible for determining the person(s)who is/are assigned to resolve the action item and for notifying the responsible person of the action item. 5. The owner is the primary point of contact responsible for action item tracking,resolution and closure. Evaluate/Prioritize Action Items: 1. The project manager,with key stakeholders,objectively assesses the priority each action item will receive with respect to its impact on the project. 2. Consideration in determining priority(high,medium, or low)includes: — Assessing the consequences of a delayed response to an action item on quality,project cost, scope,technical success,and schedule. — Assessing the impact of an outstanding action item on the overall project—not just the discrete action item. — Identifying potential risks associated with the action item. — Determining possible response to resolve an outstanding action item. 2.1.8.2 Monitor and Control: 1. The project team is responsible for monitoring and controlling action items weekly as follows: — Review action item log and assess existing action items that are not in a"Closed" status to determine i£ ♦ The priority has changed. ♦ The due date needs to be changed; If the due date is past due it either needs to be extended out further,or an explanation needs to be added to the notes section providing a current update on the action item and when it is expected to be completed). ♦ Ownership needs to be changed. ♦ The action item status is"Completed"and can be"Closed". — Identify and assess new action items. 2.1.8.3 Communication: 1. Communicate status of action items to team members and stakeholders. 2.1.8.4 Escalation: 1. Once the project manager identifies that an action item due date has passed without resolution, the action item may become an issue,based on the priority and potential impact to the project. 2.1.8.5 Closing the Action Item: 1. After it has been completed and communicated, it is the responsibility of the owner to close the action item. Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-9 City of Fort Worth,TX January 24,2020 2. The project manager will audit to ensure action items are resolved and closed. 2.1.9 Change Control Change Control is concerned with influencing the factors that create changes to ensure that changes are agreed upon, determining that a change has occurred, and managing the actual changes when and as they occur. Changes to the project can impact a variety of areas including cost, scope, schedule, and quality. Changes to the project that impact one or more of these areas must be approved via the change control process outlined in the Contract. A change request is used to identify a change in cost, schedule, scope, and/or quality relating to the project. The change request will specify what the change is and how it will affect cost, scope, schedule, and/or quality. There are times when the change may affect one without the others. All change requests must be approved or rejected by the sponsor or designee and will be documented in the project repository. 2.1.9.1 Change Request Procedure Motorola Solutions and the Customer will utilize the following change control process to manage changes during the life of the project. 1. A change request must be submitted via email to document the potential change-the email for the proposed change must be submitted to Motorola Solutions and the Customer's project managers who will in turn provide it to relevant parties for assessment. 2. All change orders will be logged and tracked-the Customer project manager will record the request in the change management log section of the project control register and will update the log throughout the process. 3. The change will be reviewed and,if acceptable to the Customer,Motorola Solutions will submit to Customer an estimate of the impact to cost, schedule, scope, and quality. 4. Motorola Solutions will continue performing the services in accordance with the original agreement unless otherwise agreed upon by the Customer's project manager(work cannot commence on any new activities related to the change request until all parties agree in writing). 5. Motorola Solutions project manager and Customer project manager will adapt project plans to incorporate approved changes. 2.1.9.2 Change Control Process Steps for the change control process are as follows: 1. Complete a write-up for the proposed change and submit copies to Motorola Solutions and Customer project manager(s)who will in turn provide to relevant parties for assessment. 2. Record the request in the change management log section of the project control register. 3. Investigate the impact of the proposed change(cost, schedule, scope) and evaluate the impact of not performing the change. 4. Prepare a response to the proposed change. 5. Retain the original in the project repository. 6. Motorola Solutions and Customer agree whether the change should be performed and obtain authorization sign-off of the change request. 7. The appropriate document is created. Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 2-10 Statement of Worts Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 If Change is not Accepted: 1. Motorola Solutions project manager will discuss and document the issue with the Customer project manager. 2. The proposed change can be modified and re-submitted,or withdrawn,if it is agreed to be non- essential(in this case,the reasons will be documented). If Change is Accepted: 1. Once the change request has been approved and signed by the authorized parties,work may begin. 2. Motorola Solutions project manager and the Customer project manager will adapt project plans to incorporate the approved change. 3. Both Motorola Solutions and the Customer must sign-off that a change has been complete. 4. The change control log will be updated. 5. The change control log will be supplied at the progress meetings and/or in status report. 2.2 STATEMENT OF WORK 2.2.1 Overview This Statement of Work(SOW)describes tasks to be performed in implementing the solution and the deliverables to be furnished to the City of Fort Worth Police Department, Idaho("Customer") . The tasks described herein will be performed by Motorola Solutions,its subcontractors(as applicable), and the Customer to implement CommandCentral Aware.When assigning responsibilities,the phrase "Motorola Solutions"includes our subcontractors and third-party partners. Motorola's project manager will use the Statement of Work to guide the deployment process and coordinate the activities of Motorola Solutions resources and teams. The project manager will also work closely with the Customer's project manager to clearly communicate the required deployment activities and schedule tasks involving Customer resources. The scope of this project is limited to supplying the contracted equipment and software licenses as described in the System Description and system integration and or subscription services as described in this SOW and System and Services agreements. Deviations and changes to this SOW after contract are subject to mutual agreement between Motorola Solutions and the Customer and will be addressed in accordance with the change order provision of the Contract. 2.2.2 Implementation Considerations Motorola Solutions has made several decisions and considerations in preparing this quote, which are noted below. Motorola reserves the right to modify the solution to incorporate changes for any invalid assumptions. Changes to the equipment or scope of the project after contract may require a change order. 1. The preliminary estimate for completion is three to four months pending date of purchase and Motorola Solutions resource availability. A project schedule will be finalized during the Contract Design Review. 2. All work is to be performed during normal work hours,Monday through Friday 8:00 a.m.to 5:00p.m. local time for all non-service affecting work. Motorola understands that service Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-11 City of Fort Worth,TX January 24,2020 affecting work may need to be scheduled after hours and will work with the City to accommodate this as necessary. 3. Customer will provide Motorola Solutions staff access to facilities and systems as required to enable Motorola Solutions to perform its tasks in accordance with the project schedule. 4. State,local or federal permits as may be required for the installation and operation of any equipment associated with this solution are the responsibility of the Customer and are not part of Motorola Solutions scope. 5. The Customer will provide desk-space and furniture for each Aware console position included in this solution. 6. Motorola Solutions has no responsibility for the performance of and/or delays caused by contractors or vendors engaged by the Customer for this project. 2.2.3 Contract Award and Management 2.2.3.1 Contract Award Motorola Solutions and the Customer execute the contract and both parties receive copies of the executed contract. 2.2.3.2 Contract Administration and Project Initiation After the contract is executed,the project is set up in the Motorola Solutions information and management systems. Motorola Solutions and the Customer assign project resources. The kick-off meeting is scheduled. 2.2.3.3 Project Kickoff The purpose is to introduce project participants and review the overall scope of the project. Motorola Solutions Responsibilities: 1. Conduct a project kickoff meeting before the Contract Design Review(CDR)via teleconference. 2. Ensure key project team participants attend the teleconference. 3. Introduce all project participants. 4. Review the roles of the project participants to identify communication flows and decision-making authority between project participants. 5. Review the overall project scope and objectives. 6. Review the resource and scheduling requirements. 7. Review the initial Project Schedule with Customer to address upcoming milestones and/or events. 8. Review the teams' interactions(meetings,reports,milestone acceptance)and Customer participation. 9. Provide a list of additional materials required to enable a successful CDR. Customer Responsibilities: 1. Ensure key project team participants attend the teleconference. 2. Introduce all project participants. 3. Review the roles of the project participants to identify communication flows and decision-making authority between project participants. 4. Provide requested information on 3rd party API, SDKs,data schema and any internal and 3rd party documents necessary to establish interfaces with all local and remote systems and facilities within ten(10)days of the Project Kickoff Meeting so as not to impact the project schedule. Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 2-12 Statement of Worts Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 5. Provide VPN access to Motorola Solutions staff to facilitate delivery of services described in this Statement of Work. 6. Acknowledge the list of requirements and schedule needed to finalize design for CDR. 7. Ensure any necessary non-disclosure agreements, approvals,and other related issues are complete in time so as not to introduce delay in the project schedule. Data exchange development must adhere to 3rd party licensing agreements. 8. Provide all paperwork and/or forms(i.e. fingerprints,background checks, card keys and any other security requirement)required of Motorola Solutions resources to obtain access to each of the sites identified for this project. 9. Provide the contact information for the license administrator for the project. Le. IT Manager, CAD Manager, and any other key contact information as part of this project. Completion Criteria: 1. Project kick-off meeting completed. Motorola Solutions Deliverable Project Kickoff Meeting Minutes 2.2.4 Contract Design Review (CDR) The objective of the CDR is to review the project scope,project schedule,technical components, equipment list,training approach and test plan with the Customer project team. Any changes to the contracted scope can be initiated via the change provision of the contract. Motorola Solutions Responsibilities 1. Review the contract exhibits: System Design, Statement of Work,Project Schedule,and, Interface Specification Document(s)as applicable. 2. Review 3rd party partner and components for the installations of the video surveillance system included in this project. 3. Review the technical,environmental and network requirements of the provided Aware solution. 4. Conduct reviews of the ISDs to explain how the contracted interface(s) function. 5. Document variances between the Customer's expectations and the ISDs. 6. Review the initial Project Schedule and incorporate Customer feedback resulting in the implementation project schedule. The project schedule will be maintained by Motorola Solutions and updated through mutual collaboration. Schedule updates that impact milestones will be addressed via the change provision of the contract. 7. Review the test plan that will include test procedures that define steps to be taken to validate functionality,pass/fail criteria, and the resolution for deficiencies. 8. Request shipping address and receiver name. 9. Provide completed paperwork,provided to Motorola Solutions during project kickoff,that enables Motorola Solutions resources to obtain site access. 10. Work with Customer to review and memorialize project completion criteria and definition of completion of project. 11. Motorola Solutions is not responsible for issues our control. Such as but not limited to improper frequency coordination by others and non-compliant operation of other radios. Customer Responsibilities 1. Project Manager and key Customer assigned designees attend the meeting. Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-13 City of Fort Worth,TX January 24,2020 2. Provide network environment information as requested. 3. Make knowledgeable individuals available for the ISD reviews. 4. Provide input on the current use of the interface and verify that the functional specification in the ISD meets the use case or identify desired changes to the specifications. 5. Provide requested information on API, SDKs, data schema and any internal and 3rd party documents necessary to establish interfaces with all local and remote systems and facilities within ten(10)days of the Project Kickoff Meeting. 6. If applicable,test existing equipment and/or any 3rd.party equipment with which Motorola equipment will interface. 7. Providing shipping address and receiver name. 8. Provide locations and access to the existing data and video equipment that will be part of the CommandCentral system per contract. 9. Work with the owners of the new and existing data and video equipment to establish network connectivity (where applicable). 10. Work with Motorola Solutions to review and memorialize project completion criteria and definition of completion of project. Completion Criteria 1. The CDR is complete upon both parties memorializing the project completion criteria. 2.2.5 Shipping and Procurement - Hardware/Software 2.2.5.1 Procure and Ship Equipment Motorola Solutions Responsibilities 1. Procure contracted equipment in accordance with the equipment list. 2. Arrange for shipping to Customer location 3. Notify Customer of equipment shipping specifics and ETA for arrival. Customer Responsibilities 1. Provide and install all communications lines and network equipment and configuration that are not Motorola provided in accordance with the project schedule. 2. Provide software required for the support of interfaces that have not been contracted for through Motorola. Completion Criteria 1. Equipment order is completed and shipped to Customer. 2.2.6 System Installation 2.2.6.1 CommandCentral System General Installation and Configuration Motorola Solutions Responsibilities 1. Receive and inventory contracted equipment(reference equipment list). 2. Rack and install the C1oudConnect server on existing Customer equipment rack. 3. Connect server power to power source PDU provided by the Customer. 4. Connect server to the Customer's network switch. Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 2-14 Statement of Worts Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 5. Assign the Customer provided IP addresses to both the physical and virtual machine servers. 6. Configure Server with contracted software licenses. 7. Configure Aware workstations with monitors supplied by Customer per MSI specifications. The following number of workstations for each scenario shall be as follows: — Scenario# 1: 1 workstation with 3 monitors — Scenario#2: 6 workstation with 18 monitors total(3 monitors for each) 8. Connect and test the monitors connected to the workstation in accordance with the system design diagram and documentation. 9. Configure the MCC7500e consoles proxy server and firewall to integrate the Customer's Radio network into the Aware workstations . 10. Upgrade the radio core with the MCC7500E supplied licenses in this project. 11. Provision of the username/password for the two(2)MCC7500E consoles. 12. Install the MCC7500E console software on both Aware workstations and configure the audio devices(microphone, speakers and headsets). 13. Configure network connectivity and test connection to the C1oudConnect server. 14. Configure video management systems and including cameras IP mapping(not to exceed 200 cameras) supplied by the Customer. Customer Responsibilities 1. Provide access to the sites as required for Motorola Solutions to complete installation activities. 2. Provide IP addresses for server and workstation equipment per system design documentation. 3. Provide AC receptacles within ten(10)feet of locations where equipment is to be installed. 4. Provide a 1 Gigabit network Ethernet port within six(6)feet for each of the workstation's installation area. Provide user names,email addresses,phone numbers in order to create logons for system 5. Provide all required 3rd.party API and SDK licensing and documentation for Customer's existing systems such as CAD,Video Management Systems, etc.(as applicable). 6. Provide a dedicated delivery point for receiving,inventory and storage of equipment. 7. Provide an antivirus software for the Aware workstations and C1oudConnect server. 8. Decommission,remove and/or dispose of any existing equipment being replaced by the CommandCentral Aware solution. Completion Criteria 1. Aware system equipment installation and configuration is complete. 2.2.6.2 Interfaces/Connectors and Integration Development of interface connectors(if required)will be completed in accordance with the ISD(s). Connectivity will be established between CommandCentral Aware and the external and/or third-party systems to which CommandCentral Aware will interface.Motorola Solutions will configure Aware to support each contracted connector. The Customer is responsible for engaging third-party vendors if and as required to facilitate connectivity and testing of the connector(s). Motorola Solutions Responsibilities 1. Develop interface connector(s)(if required) in accordance with the ISD(s). 2. Establish connectivity to external and third-party systems. 3. Configure interface connector to support the functionality described in the ISD(s). 4. Perform unit testing of each interface connector. Customer Responsibilities Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-15 City of Fort Worth,TX January 24,2020 1. Act as liaison between Motorola Solutions and third-party vendors or systems as required to establish connectivity with CommandCentral Aware. 2. Provide personnel proficient with and authorized to make changes to the network and third-party systems to support Motorola Solutions' connector installation efforts. 3. Provide network connectivity between Aware and the third-party systems. 4. Adhere to the requirements presented in the ISD(s). Motorola Solutions Deliverables Contracted Connectors - TriTech CAD Connector - Milestone XProtect Video Management System Connector - Avigilon ACC Video Management System Connector Unknown circumstances, requirements and anomalies at the time of initial design can present difficulties in interfacing CommandCentral Aware to some 3rd party applications. These difficulties could result in a poorly performing or even a non-functional interface. At such time that Motorola Solutions is provided with information and access to systems Motorola Solutions will be able to mitigate these difficulties. If Motorola Solutions mitigation requires additional third party integration, application upgrades,API upgrades, and/or additional software licenses those costs will need to be addressed through the change provision of the contract. 2.2.6.3 CommandCentral Aware Geospatial Mapping Configuration Motorola Solutions Responsibilities 1. Installation and configuration of the connection to the Customer mapping system, (i.e. ESRI online,ESRI server, or static map layers). 2. Add camera locations to ESRI system map and configure hot links within Aware system. 3. Test mapping layers and links in accordance with the system Design Document. Customer Responsibilities 1. Provide access to ESRI/GIS system and/or GIS personnel 2. Provide published GIS map layers. 3. Work with Motorola Solutions staff to publish specific maps beneficial to the Customer analysts. Completion Criteria 1. Aware Geospatial Mapping configuration is complete. 2.2.6.4 Location Integration Motorola Solutions Responsibilities 1. Provide all associated software and licenses required to provide Customer with CommandCentral Aware Location tracking functionality. 2. If an upgrade to Customers IMW is required to support CommandCentral Aware,provide hardware required upgrade to Customer. 3. Provide integration services between the radio network and CommandCentral network. 4. Configuration and updates to the IMW system network required to support the location and mapping CommandCentral Aware application. Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 2-16 Statement of Worts Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 5. Provide CommandCentral Aware provisioning support. Customer Responsibilities 1. Provide the backhaul connections for cloud services based on Motorola's recommended network specifications. 2. Customer will be responsible for any subscriber provisioning. 3. Mount the sensors to their holsters. 4. Provision subscribers as needed 2.2.7 System Installation & Configuration Acceptance (Milestone) 1. All Motorola CommandCentral supplied equipment and software is installed,configured and accepted by City of Fort Worth. 2.2.8 CommandCentral Aware Training CommandCentral Aware training is made available to you via Motorola Solutions Software Enterprise Learning Management System(LMS). This subscription service provides you with continual access to our library of on-line learning content and allows your users the benefit of learning at times convenient to them. Content is added and updated on a regular basis to keep information current. All Motorola Solutions tasks are completed remotely and enable the Customer to engage in training when convenient to them LMS Administrators are able to add/modify users,run reports,and add/modify groups within the panorama. Motorola Solutions Responsibilities 1. Initial set up of Panorama* and addition of administrators. 2. Provide instruction to Customer LMS Administrators on: a. Adding and maintaining users b. Adding and maintaining Groups*. c. Assign courses and Learning Paths* d. Running reports. Customer Responsibilities 1. Provide Motorola with names(first and last)and emails of Customer LMS administrators 2. Provide access to learningservices.motorolasolutions.com 3. Complete LMS Administrator training 4. Advise users of the availability of the LMS 5. Add/modify users,run reports and add/modify groups. Completion Criteria 1. Work is considered complete upon conclusion of Motorola Solutions provided LMS Administrator instruction. *Panorama-A panorama is an individual instance of the Learning Management System that provides autonomy to the agency utilizing. *Groups-A more granular segmentation of the LMS that are generally utilized to separate learners of like function(i.e. dispatchers,call takers,patrol,firefighter). These may also be referred to as clients within the LMS. Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-17 City of Fort Worth,TX January 24,2020 *Learning Path-A collection of courses that follow a logical order,may or may not enforce linear progress. 2.2.9 Functional Acceptance Testing The objective of functional acceptance testing is to test the features,functions and interfaces(as applicable)of the system that will be used by the Customer to validate they perform according to the contractual requirements. The test plan may not test all functions of the system if they have been identified as not being applicable to the Customer's operations or for which the system has not been provisioned. If additional on-site tests are required, it will be addressed via the change order provisions. Motorola Solutions Responsibilities 1. Conduct acceptance testing in accordance with the approved test plan. 2. Develop remediation plan for features that fail the test. Customer Responsibilities Witness the functional acceptance testing and acknowledge its successful completion. 15. Participate in the documentation of items that fail testing and note the remediation action. Completion Criteria: 1. Successful completion of all tests per the test plan. 2.2.10 As-Built Documentation Motorola Solutions Responsibilities 1. Provide an electronic as-built documentation on a Compact Disk(CD). The documentation will include the following: a. Functional Acceptance Test Plan test sheets and results b. CommandCentral Solution Configuration/Diagrams c. System password list d. System IP Plan Customer Responsibilities 1. Acknowledged receipt of As-Built documentation provided by Motorola. Completion Criteria 1. Customer receipt of As-Built documentation. 2.2.11 Live Cut and Transition to Support 2.2.11.1 Live Cut Following the completion of testing Motorola Solutions and Customer will schedule a mutually agreeable time to officially transition to production use of the CommandCentral Aware system. This Live Cut event memorializes the closure of the implementation phase of the project and transitions Customers on-going support to Motorola Solutions Support organization. Motorola Solutions Responsibilities Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 2-18 Statement of Worts Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 1. Motorola Solutions and Customer determine a mutually agreed upon Go-Live date based upon discussions held during the CDR. 2. Conduct Go-Live teleconference with user group representatives to address both how to mitigate technical and communication problem impact to the users during cutover and during the general operation of the system. Customer Responsibilities 1. Attend Go-Live teleconference and determine Go-Live plan with Customers users. 2. Notify the user group (s)affected by the Go-Live(date and time). Completion Criteria 1. Customer uses the CommandCentral Aware system in production mode. 2.2.11.2 Transition to Support Following the live cut event,the Motorola Solutions Project Manager will conduct a call between the Customer and the Motorola Solutions Support organization for introductions and a review of how to engage support. Motorola Solutions Responsibilities: 1. Provide Customer with Motorola Solutions Support engagement process and contact information. 2. Gather contact information for Customer users authorized to engage Motorola Solutions Support. 3. Schedule and facilitate the handover call between Customer and Motorola Solutions Support organization. Customer Responsibilities: 1. Provide Motorola Solutions with specific contact information for those users authorized to engage Motorola Solutions Support. 2. Participate in the handover call, familiarize themselves with the terms and conditions of support 3. Engage the Motorola Solutions Support organization as needed. Completion Criteria: 1. Conclusion of the handover to support call constitutes completion of implementation activities. 2.2.12 Post Implementation Consultative Service CommandCentral Aware Post Implementation Consultative Service provides you with a personalized experience during the first weeks as a CommandCentral customer. On-site consultation services provide individualized assistance and provide your personnel with the knowledge to operate and customize CommandCentral Aware within your organization. This includes understanding how to identify and distribute incident-relevant intelligence from aggregated data,query and video sources to first responders in real time, and proactively identify issues before they escalate.You will receive Aware Full Suite-two(2) -two(2) day on-site consultation sessions. The first session to be scheduled within 30 days of transitioning to Motorola Solutions Support. The second session to be scheduled 90 days from the conclusion of the first on-site session. Motorola Responsibilities 1. Deliver the contracted on-site service Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-19 City of Fort Worth,TX January 24,2020 Customer Responsibilities 1. Schedule on-site service as required following the transition to Motorola Solutions support. 2. Schedule and coordinate the resources who will work with the Motorola Solutions CommandCentral Aware Post Implementation Consultant. Completion Criteria 1. Tasks are considered complete following the delivery of the on-site consultation. 2.3 OPTIONALLY OFFERED COMPONENTS FOR ADDITIONAL PURCHASE Each of the following service options may be purchased to further enhance the CommandCentral Aware user experience. 2.3.1 CommandCentral Aware On-Site Training On-site training consists of three(3)days of on-site instructor lead discussion and hands on workshop. On-site training supplements the user learning experience provided by the Motorola Solutions Software Enterprise Learning Management Systems(LMS)and is structured to your individual needs. Motorola Solutions Responsibilities 1. Conduct training discovery teleconference with Customer's PM or Training Manager to understand the Customer needs and objectives of Motorola Solutions on-site training. 2. Develop Customer specific curriculum and route to Customer for review and approval. 3. Schedule on-site training 4. Upon completion of on-site training,provide Customer with a Training summary report focusing on suggested Customer actions that will enable greater success in using the CommandCentral Aware features. Customer Responsibilities 1. Participate in the training discovery teleconference. 2. Review and approve the Customer specific curriculum prior to Motorola Solutions scheduling on- site training. 3. Provide a classroom and training environment that enables participants to focus on learning without distraction or interruption. The training environment must provide internet access, access to the CommandCentral Aware system and accommodate up to twelve participants. 4. Provide one workstation with three monitors for each participant and one workstation with three monitors for the Motorola Solutions instructor. Completion Criteria 1. Work is considered complete upon conclusion of the on-site instructor led training. 2.3.2 CommandCentral Aware Post Implementation Tune Up CommandCentral Aware Post Implementation Tune Up service allows you to further benefit from Motorola Solutions Professional Services consultant through two individual one-day on site sessions. Similar to the Post Implementation Consultative Services our Consultant will one on one time with Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 2-20 Statement of Worts Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 your designee to address any operation concerns you may have and to provide recommendations to further optimize your use of CommandCentral Aware. Topics of discussion could include the following: ■ Make recommendations for optimal use ■ Review zone/beat assignments and rules for selected users ■ Review custom rules creation for selected users ■ Additional follow up,as needed, on any open items Motorola Solutions Responsibilities 1. Deliver the contracted on-site service Customer Responsibilities 1. Schedule tune-up service via the Motorola Solutions support organization. 2. Schedule and coordinate the resources who will work with the Motorola Solutions CommandCentral Aware Post Implementation Consultant. Completion Criteria Tasks are considered complete following the delivery of the on-site consultation. Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-21 City of Fort Worth,TX January 24,2020 SECTION 3 PRICING SUMMARY 3.1 SCENARIO # 1 : COMMANDCENTRAL AWARE HOSTED SOLUTION (1 SEAT) - PRICING SUMMARY WORTH,CITY OF FORT CommanclCentral Solutions Command Central AWARE Price . . Command Central Aware Hosted Solution Introductory Offering Includes: 111h 1 $45,212 $31,600 -CommandCentral Aware Licenses(Hosted)-1 seat, 1 year subscription with Software Maintenance and Technical Support.Includes: CAD integration with the City's existing TriTech CAD Systems Video Integration with the existing Milestone Xprotect, IndigoVision Video Systems -One Video connector for Integration to Avigilon Control Center(ACC) Video Management System -Motorola Solutions existing ASTRO 25 Radio System Integration emergency button alert and Mapping application including Accuweather Service,Agency ESRI Data Sets Integration -1 CloudConnect Aware Server Aware Implementation Services Including:Project Management, $170,467 Engineering,Configuration,Installation,Programming,Integration,One time Connector set-up fees,Start-up fees and Commissioning of the CommandCentral Aware SaaS Licenses,3-days Aware On-site Trainig and Aware Onboarding&Operational Services CommandCentral Aware Hosted Plafform Year I Total. Aware workstation(Qty.1) and monitors $0 (To Be Supplied by Customer) MCC7500e Radio Consoles Integration $59,458 Integration to the existing Motorola Dispatch Radio Console System MCC7500e into 1 Aware workstation,Including all the software&hardware required and System Integration services CommandCentral Aware SaaS Solution Grand Total Yr.1: CommandCentral Aware Solution Subscription Renewals- Years 2&5 $134,665 CommandCentral Aware Hosted Solution, I seat-5-Year Subscription Agreement Grand Total: I :I Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Pricing Summary 3-1 City of Fort Worth,TX January 24,2020 3.1.1 Scenario # 1 Annual Subscription Breakdown Subscription Renewals CommandCentral-Out-Years 2-5 Aware SaaS Licenses,1 Seat-Annual $31,600 $31,600 $31,600 $31,600 $126,400 Subscription MCC7500e Consoles-Annual SMA $2,066 $2,066 $2,066 $2,066 $8,265 Annual Subscriptions Renewals-Years 2 -5 Grand Total: $33,666 $33,666 $33,666 $33,666 $134,665 3.2 SCENARIO # 2 : COMMANDCENTRAL AWARE HOSTED SOLUTION (7 SEATS) - PRICING SUMMARY WORTH,CITY OF FORT SubscriptionCommandCentral Solutions Annual Command Central AWARE Price Command Central Aware Hosted Solution Introductory Offering Includes: $177,214 $164,014 -CommandCentral Aware Licenses(Hosted)- 7 seats,1 year subscription with Software Maintenance and Technical Support.Includes: CAD integration with the City's existing TriTech CAD Systems Video Integration with the existing Milestone Xprotect, IndigoVision Video Systems One Video connector for Integration to Avigilon Control Center(ACC)Video Management System -Motorola Solutions existing ASTRO 25 Radio System Integration emergency button alert and Mapping application including Accuweather Service,Agency ESRI Data Sets Integration -1 CloudConnect Aware Server Aware Implementation Services Including:Project Management,Engineering, $171,039 Configuration,Installation,Programming,Integration,One time Connector set-up fees, Start-up fees and Commissioning of the CommandCentral Aware SaaS Licenses,3- days Aware On-site Trainig and Aware Onboarding&Operational Services CommandCentral Aware Hosted Platform Year i Total: Aware workstations and monitors $0 (To Be Supplied by Customer) MCC7500o Radio Consoles Integration $59,458 Integration to the existing Motorola Dispatch Radio Console System MCC7500e into 1 Aware workstation,Including all the software&hardware required and System Integration services CommandCentral Aware SaaS Solution Grand Total Yr.1: $407,711 CommandCentral Aware Solution Subscription Renewals-Years 2&5 $664,321 ,ommandCentral Aware Hosted Solution, 7 seats-5-Year Subscription Agreement Grand Total: $1,072,032 Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 3-2 Pricing Summary Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 3.2.1 Scenario # 2 Annual Subscription Breakdown SubscriptionRenewalsual ons TOTAL CommandCentral-Out-Years 2-5 Aware SaaS Licenses,7 Seat-Annual $164,014 $164,014 $164,014 $164,014 $656,056 Subscription MCC7500e Consoles-Annual SMA $2,066 $2,066 $2,066 $2,066 $8,265 Annual Subscriptions Renewals- Years 2-5 Grand Total: $166,080 $166,080 $166,080 $166,080 $664,321 3.3 LOCATION AND PRESENCE LICENSES 'liii •. 1 1 11 500 IMW Location Licenses (UA00014AA) $32,400 HGAC and Fort Worth Discounts ($4,698) Grand Total I Note, IMW location services licenses also require a corresponding presence licen se. At the time of this proposal the City of Fort Worth has 10,000 presence licenses and 2,000 location licenses enabled on City's IMW server. Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Pricing Summary 3-3 City of Fort Worth,TX January 24,2020 SECTION 4 TERMS & CONDITIONS Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Terms&Conditions 4-1 City of Fort Worth,TX January 24,2020 SUBSCRIPTION SERVICES AGREEMENT Motorola Solutions, Inc. ("Motorola")and The City of Fort Worth ("Customer") enter into this Subscription Services Agreement ("Agreement") pursuant to which Customer will purchase and Motorola will sell a subscription to access the subscription services described below. Motorola and Customer may be referred to individually as a "Party"and collectively as the"Parties." The terms of the Agreement, including addendums, exhibits, and attachments combined with the terms of any applicable Incorporated Documents will govern the products and services offered pursuant to this Agreement. To the extent there is a conflict between the terms and conditions of the Agreement and the terms and conditions of the applicable Incorporated Documents, the Incorporated Documents take precedence. 1. DEFINITIONS Capitalized terms used in this Agreement have the meanings set forth below. Any reference to the purchase or sale of software or other Intellectual Property shall mean the sale or purchase of a license or sublicense to use such software or Intellectual Property in accordance with this Agreement. "Administrator" means Customer's designated system administrator who receives administrative logins for the Subscription Services and issues access rights to Customer's Users. "Anonymized" means having been stripped of any personal or correlating information revealing original source or uniquely identifying a person or entity. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine- recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; or is explicitly approved for release by written authorization of the disclosing Party. "Customer Data" means Native Data provided by Customer to Motorola hereunder to be processed and used in connection with the Subscription Services. Customer Data does not include data provided by third parties and passed on to Motorola. "Deliverables" means all written information (such as reports, analytics, Solution Data, specifications, designs, plans, drawings, or other technical or business information) that Motorola prepares for Customer in the performance of the Services and is obligated to provide to Customer pursuant to the applicable Statement of Work. The Deliverables, if any, are more fully described in the Statement of Work. "Documentation" means the technical materials provided by Motorola to Customer in hard copy or electronic form describing the use and operation of the Solution and Software, including any technical manuals, but excluding any sales, advertising or marketing materials or proposals. "Effective Date" means the date of the last signature on this Agreement, unless access to the Subscription Service occurs later, in which case, the Effective Date will be the date when Customer first has access to the Subscription Services. "Feedback" means comments or information, in oral or written form, given to Motorola by Customer, in connection with or relating to the Solution and Subscription Services. Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 4-2 Terms&Conditions Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 "Force Majeure" which means an event, circumstance, or act that is beyond a Party's reasonable control, such as an act of God, an act of the public enemy, an act of a government entity, strikes, other labor disturbances, supplier performance, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, riots, or any other similar cause. "Licensed Product" means 1) Software, whether hosted or installed at Customer's site, 2) Documentation; 3) associated user interfaces; 4) help resources; and 5) any related technology or other services made available by the Solution. "Native Data" means data that is created solely by Customer or its agents. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, ideas and concepts, moral rights, processes, methodologies, tools, techniques, and other intellectual property rights. "Software" means the Motorola owned or licensed off the shelf software programs delivered as part of the Licensed Products used to provide the Subscription Services, including all bug fixes, updates and upgrades. "Solution" means collectively, the Software, servers and any other hardware or equipment operated by Motorola and used in conjunction with the Subscription Services. "Solution Data" means Customer Data that is transformed, altered, processed, aggregated, correlated or operated on by Motorola, its vendors or other data sources and data that has been manipulated or retrieved using Motorola know-how to produce value-added content that is made available to Customer with the Solution and Subscription Services. "Statement of Work" If included, the Statement of Work ("SOW") describes the Subscription Services, Deliverables (if any), Licensed Products and Solution that Motorola will provide to Customer under this Agreement, and the other work-related responsibilities that the parties owe to each other. The Statement of Work may contain a performance schedule. "Subscription Services" means those subscription services to be provided by Motorola to Customer under this Agreement, the nature and scope of which are more fully described in the Documentation, proposal, SOW, or other Solution materials provided by Motorola, as applicable. "Users" means Customer's authorized employees or other individuals authorized to utilize the Subscription Services on behalf of Customer and who will be provided access to the Subscription Services by virtue of a password or equivalent security mechanism implemented by Customer. 2. SCOPE 2.1 Subscription Services. Motorola will provide to Customer the Subscription Services and Deliverables (if any). As part of the Subscription Services, Motorola will allow Customer to use the Solution described in the Statement of Work, Documentation, proposal , or other Solution materials provided by Motorola ("Incorporated Document(s)"), as applicable. Some Subscription Services will also be subject to additional terms unique to that specific Subscription Service. Such additional terms will be set forth in an Addendum. In the event of a conflict between an Addendum and the body of the Agreement, the Addendum will govern resolution of the conflict. Motorola and Customer will perform their respective responsibilities as described in this Agreement and any applicable Incorporated Documents. Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Terms&Conditions 4-3 City of Fort Worth,TX January 24,2020 2.2 Changes. Customer may request changes to the Services. If Motorola agrees to a requested change, the change must be confirmed in writing and signed by authorized representatives of both parties. A reasonable price adjustment will be made if any change affects the time of performance or the cost to perform the Services. 2.3 Non-solicitation. During the term of this Agreement and for twelve (12) months thereafter, Customer will not actively solicit the employment of any Motorola personnel who is involved directly with providing any of the Services. 3. TERM 3.1 Term. Unless a different Term is set forth in an applicable Addendum or the Incorporated Documents, the Term of this Agreement begins on the Effective Date and continues for twelve (12) months. The Agreement renews annually on the anniversary of the Effective Date, unless either Party notifies the other of its intention to not renew the Agreement(in whole or part)at least thirty(30)days before the anniversary date or until termination by either Party in accordance with the Termination section of this Agreement. 3.2 Minimum Initial Term. For certain Subscription Services, a minimum initial term greater than one year may be required ("Minimum Initial Term"). Following the Minimum Initial Term, this Agreement will automatically renew upon each anniversary of the Effective Date for a successive renewal term of the same duration as the Minimum Initial Term, unless either Party: 1) notifies the other of its intention to not renew the Agreement (in whole or part) at least thirty(30) days before the anniversary date; 2) requests an alternate term; or 3) terminates in accordance with the termination provision in the Agreement, including non-payment of fees for the renewal period by the anniversary date. 3.3 Renewals. The terms and conditions of the Agreement and will govern any renewal periods. 4. CUSTOMER OBLIGATIONS. Customer will fulfill all of its obligations in this Agreement, including applicable addendums and Incorporated Documents in a timely and accurate manner. Failure to do so may prevent Motorola from performing its responsibilities. 4.1 Access. To enable Motorola to perform the Subscription Services, Customer will provide to Motorola reasonable access to relevant Customer information, personnel, systems, and office space when Motorola's employees are working on Customer's premises, and other general assistance. Further, if any equipment is installed or stored at Customer's location in order to provide the Subscription Services, Customer will provide, at no charge, a non-hazardous environment with adequate shelter, heat, light, power, security, and full and free access to the equipment. 4.2 Customer Information. If the Documentation, Statement of Work, proposal, or other related documents contain assumptions that affect the Subscription Services or Deliverables, Customer will verify that they are accurate and complete. Any information that Customer provides to Motorola concerning the Subscription Services or Deliverables will be accurate and complete in all material respects. Customer will make timely decisions and obtain any required management and third party approvals or consents that are reasonably necessary for Motorola to perform the Subscription Services and its other duties under this Agreement. Unless the Statement of Work states the contrary, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions and Customer-provided information, decisions and approvals described in this paragraph. 4.3 Risk of Loss. If any portion of the Solution resides on Customer premises or is under Customer's control in any way, Customer shall at all times exercise reasonable care in using and maintaining the Solution in accordance with Motorola's instructions for proper use and care. Risk of loss to any equipment in Customer's possession will reside with Customer until removed by Motorola or its agent or returned by Customer. Customer will be responsible for replacement costs of lost or damaged equipment, normal wear and tear excluded. 4.4 Equipment Title. Unless Customer is purchasing equipment pursuant to the terms in the Addendum Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 4-4 Terms&Conditions Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 entitled "Equipment Purchase" and unless stated differently in this Agreement or in the Incorporated Documents, title to any equipment provided to Customer in connection with the Subscription Services remains vested in Motorola at all times. Any sale of equipment pursuant to this Agreement will be governed by the terms and conditions set forth in the Equipment Purchase Addendum. 4.5 Enable Users. Customer will properly enable its Users to use the Subscription Services, including providing instructions for use, labeling, required notices, and accommodation pursuant to applicable laws, rules, and regulations. Unless otherwise agreed in the Incorporated Documents, Customer will train its Users on proper operation of the Solution and Licensed Products. Customer agrees to require Users to acknowledge and accept the limitations and conditions of use of the Licensed Products in this Agreement prior to allowing Users to access or use Subscription Services. 4.6 Non-preclusion. If, as a result of the Subscription Services performed under this Agreement, Motorola recommends that Customer purchase products or other services, nothing in this Agreement precludes Motorola from participating in a competitive opportunity or otherwise offering or selling the recommended products or other services to Customer. Customer represents that this paragraph does not violate its procurement or other laws, regulations, or policies. 5. Subscription Fees. 5.1 Recurring Fees. Unless stated differently in an applicable addendum, Incorporated Documents or otherwise arranged in writing with Motorola, Services will be provided in exchange for annual pre-paid Subscription Fees. Motorola will submit an invoice for the first year of subscription fees on the Effective Date. On each anniversary of the Effective Date, Motorola will issue an invoice for the annual subscription fees for the following year. 5.2 Start Up Fees. Start up fees apply to certain Subscription Services. If the Subscription Service includes start up fees, Motorola will submit an invoice for the start up fees on the Effective Date. 5.3 Fee Change. Motorola reserves the right to change the subscription fees at the end of each Subscription Services Term. Except for any payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Motorola reserves the right to terminate Service for non-payment of fees. 5.4 No Price Guarantee. Notwithstanding any language to the contrary, the pricing and fees associated with this Agreement will not be subject to any most favored pricing commitment or other similar low price guarantees. 5.5 Taxes. The Subscription Fees and start up fees do not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer, except as exempt by law. If Motorola is required to pay any of those taxes, it will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within thirty (30) days after the date of the invoice. Motorola will be solely responsible for reporting taxes on its income or net worth. 6. ACCEPTANCE; SCHEDULE; FORCE MAJEURE 6.1 Acceptance. The Licensed Products will be deemed accepted upon the delivery of usernames and passwords or other validation mechanism to Customer. If usernames and passwords have been issued to Customer prior to the Effective Date, the Licensed Products will be deemed accepted on the Effective Date. 6.2 Schedule. All Subscription Services will be performed in accordance with the performance schedule included in the Statement of Work, or if there is no performance schedule, within a commercially reasonable time period. 6.3 Force Majeure. Neither Party will be liable for its non-performance or delayed performance if caused by Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Terms&Conditions 4-5 City of Fort Worth,TX January 24,2020 a Force Majeure. Each Party will notify the other in writing if it becomes aware of any Force Majeure that will significantly delay performance. The notifying Party will give the notice promptly (but in no event later than fifteen (15)days)after it discovers the Force Majeure. 7. LIMITED LICENSE 7.1 Licensed Products. Use of the Licensed Products by Customer and its Users is strictly limited to use in connection with the Solution or Subscription Services during the Term. Customer and Users will refrain from, and will require others to refrain from, doing any of the following with regard to the Software in the Solution: (i)directly or indirectly, by electronic or other means, copy, modify, or translate the Software; (ii) directly or indirectly, by electronic or other means, reproduce, reverse engineer, distribute, sell, publish, commercially exploit, rent, lease, sublicense, assign or otherwise transfer or make available the Licensed Products or any part thereof to any third party, or otherwise disseminate the Licensed Product in any manner; (iii) directly or indirectly, by electronic or other means, modify, decompile, or disassemble the Software or part thereof, or attempt to derive source code from the Software; or (iv) remove any proprietary notices, labels, or marks on the Software or any part of the Licensed Products. Motorola Solutions reserves all rights to the Software and other Licensed Products not expressly granted herein, including without limitation, all right, title and interest in any improvements or derivatives conceived of or made by Motorola that are based, either in whole or in part, on knowledge gained from Customer Data. Customer agrees to abide by the copyright laws of the United States and all other relevant jurisdictions, including without limitation, the copyright laws where Customer uses the Solution. Customer agrees to immediately cease using the Solution if it fails to comply with this paragraph or any other part of this Agreement. If Software is subject to a click wrap, end user license agreement or is otherwise packaged with or subject to a separate end user license, such license will apply to the use of Software and Licensed Product. 7.2 Proprietary Rights. Regardless of any contrary provision in the Agreement, Motorola or its third party providers own and retain all of their respective Proprietary Rights in the Software, Solution, and Licensed Product. Nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing Services to Customer remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. No custom development work is to be performed under this Agreement. 8. DATA AND FEEDBACK 8.1 Solution Data. To the extent permitted by law, Motorola, its vendors and licensors are the exclusive owners of all right, title, and interest, in and to the Solution Data, including all intellectual property rights therein. Motorola grants Customer a personal, royalty-free, non-exclusive license to: (i)access, view, use, copy, and store the Solution Data for its internal business purposes and, (ii) when specifically permitted by the applicable Statement of Work, publish Solution Data on its websites for viewing by the public. 8.2 Customer Data. To the extent permitted by law, Customer retains ownership of Customer Data. Customer grants Motorola and its subcontractors a personal, royalty-free, non-exclusive license to use, host, cache, store, reproduce, copy, modify combine, analyze, create derivatives from, communicate, transmit, publish, display, and distribute such Customer Data for the purpose of providing the Subscription Services to Customer, other Motorola Customers and end users, including without limitation, the right to use Customer Data for the purpose of developing new or enhanced solutions. In addition to the rights listed above, Customer grants Motorola a license to sell an Anonymized version of Customer Data for any purpose. 8.3 Feedback. Any Feedback given by Customer is entirely voluntary and, even if designated as confidential, will create no confidentiality obligation for Motorola. Motorola is free to use, reproduce, license or otherwise distribute and exploit the Feedback without any obligation to Customer. Customer acknowledges that Motorola's receipt of the Feedback does not imply or create recognition by Motorola of either the novelty or originality of any idea. The parties further agree that all fixes, modifications and improvement to the Licensed Product or Subscription Service conceived of or made by Motorola that are based, either in whole or in part, on the Feedback are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements to the Licensed Product or Subscription Service will vest solely in Motorola. Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 4-6 Terms&Conditions Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 9 WARRANTY 9.1 "AS IS". THE SOLUTION AND SUBSCRIPTION SERVICES ARE PROVIDED "AS IS". MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Customer acknowledges that the Deliverables may contain recommendations, suggestions or advice from Motorola to Customer (collectively, "Recommendations"). Motorola makes no warranties concerning those Recommendations, and Customer alone accepts responsibility for choosing whether and how to implement the Recommendations and the results to be realized from implementing them. 9.2 Availability and Accuracy. Customer acknowledges that functionality of the Solution as well as availability and accuracy of Solution Data is dependent on many elements beyond Motorola's control, including databases managed by Customer or third parties and Customer's existing equipment, software, and Customer Data. Therefore, Motorola does not guarantee availability or accuracy of data, or any minimum level of coverage or connectivity. Interruption or interference with the Subscription Services or Solution may periodically occur. Customer agrees not to represent to any third party that Motorola has provided such guarantee. 9.3 Equipment Sale. Warranty for any equipment sold pursuant to this Agreement will be set forth in Equipment Purchase Addendum. 10. DISCLAIMERS 10.1 Existing Equipment and Software. If Customer's existing equipment and software is critical to operation and use of the Subscription Services, Customer is solely responsible for supporting and maintaining Customer's existing equipment and software. Connection to or interface with Customer's existing equipment and software may be required to receive Subscription Services. Any failures or deficiencies of Customer's existing equipment and software may impact the functionality of the Solution and the Subscription Services to be delivered. Any vulnerabilities or inefficiencies in Customer's system may also impact the Solution and associated Subscription Services. 10.2 Privacy. Customer bears sole responsibility for compliance with any laws and regulations regarding tracking; location based services; gathering, storing, processing, transmitting, using or misusing; or otherwise handling personally identifiable information ("PII"), including information about Users of the Solution or citizens in the general public. Further, it is Customer's sole responsibility to comply with any laws or regulations prescribing the measures to be taken in the event of breach of privacy or accidental disclosure of any PII. Enacting and enforcing any internal privacy policies for the protection of PII, including individual disclosure and consent mechanisms, limitations on use of the information, and commitments with respect to the storage, use, deletion and processing of PII in a manner that complies with applicable laws and regulations will be Customer's sole responsibility. Motorola will not evaluate the sufficiency of such policies and disclaims any responsibility or liability for privacy practices implemented by Customer, or lack thereof. Customer acknowledges and agrees that Subscription Services and the Solution are not designed to ensure individual privacy. Customer will inform Users that the Solution may enable visibility to PII, as well as physical location of individuals. Further, if the Solution or Subscription Services are available to the general public pursuant to this Agreement, Customer will provide the appropriate privacy notification. Neither Motorola nor Customer can provide any assurance of individual privacy in connection with the Solution. Further, Customer is solely responsible for determining whether and how to use data gathered from social media sources for the purpose of criminal investigations or prosecution. Customer will hold Motorola harmless from any and all liability, expense, judgment, suit, or cause of action, which may accrue against Motorola for causes of action for damages related to tracking, location based services, breach of privacy, and the use or misuse of PII provided that Motorola gives Customer prompt, written notice of any such claim or suit. Motorola shall cooperate with Customer in its defense or settlement of such claim or suit. 10.3 Social Media. If Customer purchases Subscription Services that utilize social media, Customer acknowledges and agrees that such Subscription Services are not designed to ensure individual privacy. In such case, Customer will inform Users that the Solution and Subscription Services may enable visibility to PII, as well as physical location of individuals. Further, if the Solution or Subscription Services are available to the general Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Terms&Conditions 4-7 City of Fort Worth,TX January 24,2020 public pursuant to this Agreement, Customer will provide the appropriate privacy notification. Neither Motorola nor Customer can provide any assurance of individual privacy in connection with the Solution or Subscription Services utilizing social media. Further, Customer is solely responsible for determining whether and how to use data gathered from social media sources for the purpose of criminal investigations or prosecution. Customer will hold Motorola harmless from any and all liability, expense, judgment, suit, or cause of action, which may accrue against Motorola for causes of action for damages related to tracking, location based services, breach of privacy, and the use or misuse of PII provided that Motorola gives Customer prompt, written notice of any such claim or suit. Motorola shall cooperate with Customer in its defense or settlement of such claim or suit. 10.4 Misuse. Motorola reserves the right to discontinue service at any time without notice to Users that misuse the Service,jeopardize the Licensed Product or public safety in any way. 11. LIMITATION OF LIABILITY 11.1 Liability Limit. Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Subscription Services provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF THE SUBSCRIPTION SERVICES BY MOTOROLA. This limitation of liability provision survives the expiration or termination of this Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. 11.2 Additional Disclaimers. MOTOROLA DISCLAIMS ANY AND ALL LIABILITY FOR ANY AND ALL LOSS OR COSTS OF ANY KIND ASSOCIATED WITH 1) THE INTERRUPTION, INTERFERENCE OR FAILURE OF CONNECTIVITY, VULNERABILITIES OR SECURITY EVENTS, WHETHER OR NOT THEY ARE DISCOVERED BY MOTOROLA; 2) PERFORMANCE OF CUSTOMER'S EXISTING EQUIPMENT AND SOFTWARE OR ACCURACY OF CUSTOMER DATA; 3) IF ANY PORTION OF THE SOLUTION OR LICENSED PRODUCT RESIDES ON CUSTOMER'S PREMISES, DISRUPTIONS OF AND/OR DAMAGE TO CUSTOMER'S OR A THIRD PARTY'S INFORMATION SYSTEMS, EQUIPMENT, AND THE INFORMATION AND DATA, INCLUDING, BUT NOT LIMITED TO, DENIAL OF ACCESS TO A LEGITIMATE SYSTEM USER, AUTOMATIC SHUTDOWN OF INFORMATION SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE, OR FAILURE OF THE INFORMATION SYSTEM RESULTING FROM THE PROVISION OR DELIVERY OF THE SERVICE; 4) AVAILABILITY OR ACCURACY OF SOLUTION DATA; 5) INTERPRETATION, USE OR MISUSE IN ANY WAY OF SOLUTION DATA; 6) IMPLEMENTATION OF RECOMMENDATIONS PROVIDED IN CONNECTION WITH THE SUBSCRIPTION SERVICES; 7) TRACKING, AND LOCATION BASED SERVICES, BREACH OF PRIVACY, AND THE USE OR MISUSE OF PERSONALLY IDENTIFIABLE INFORMATION. 11.3 Essential term. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties. 12 DEFAULT AND TERMINATION 12.1 Default By a Party. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default(unless a Force Majeure causes the failure)and may assert a default claim by giving the non-performing Party a written, detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 4-8 Terms&Conditions Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. 12.2 Failure To Cure. If a defaulting Party fails to cure the default as provided above in Section 12.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement. In the event of a termination for default, the defaulting Party will promptly return to the non-defaulting Party any of its Confidential Information. If Customer is the non-defaulting Party, terminates this Agreement as permitted by this Section, and procures the Services through a third party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to procure the Services (but not additional or out of scope services) less the unpaid portion of the Contract Price. Customer agrees to mitigate damages and provide Motorola with detailed invoices substantiating the charges. 12.3 No Refund. If a subscription is terminated for any reason prior to the end of the Subscription Services Term or other subscription period set forth in the Incorporated Documents or otherwise agreed to in writing by the Parties, no refund or credit will be provided. 12.4 Cancellation Fee. If an Initial Minimum Term applies and Customer terminates prior to the end of the Initial Minimum Term, Customer will be required to pay a cancellation fee of up to fifty percent (50%) of the remaining balance of subscription fees for the Initial Minimum Term. 12.5 Return of Discount. If Customer is afforded a discount in exchange for a term commitment longer than one year, early termination will result in an early termination fee, representing a return of the discount off of list price. 12.6 Return Confidential Information. Upon termination or expiration of the Agreement, Customer will return or certify the destruction of all Confidential Information and Solution Data. 12.7 Connection Terminated. Certain Subscription Services require a connection to Customer systems to access Customer Data (e.g. predictive or analytic services). Upon termination, connection to relevant data sources will be disconnected and Motorola will no longer extract any Customer Data. 12.8 Equipment Return. Any equipment provided by Motorola for use with the Subscription Services, must be returned within thirty (30) days of the date of termination, at Customer's expense. If equipment is not returned within this time frame, Motorola reserves the right to invoice the Customer for the purchase price of the unreturned equipment. 12.9 Five Year Term. Motorola provides equipment for use in connection with certain Subscription Services. Upon expiration and non-renewal of a five (5) year subscription Term, Title to the equipment will automatically transfer to Customer upon the subscription expiration date. 13. DISPUTES 13.1. Settlement. The parties will attempt to settle any dispute arising from this Agreement(except for a claim relating to intellectual property or breach of confidentiality)through consultation and a spirit of mutual cooperation. The dispute will be escalated to appropriate higher-level managers of the parties, if necessary. If cooperative efforts fail, the dispute will be mediated by a mediator chosen jointly by the parties within thirty (30) days after notice by one of the parties demanding non-binding mediation. The parties will not unreasonably withhold consent to the selection of a mediator, will share the cost of the mediation equally, may agree to postpone mediation until they have completed some specified but limited discovery about the dispute, and may replace mediation with some other form of non-binding alternative dispute resolution ("ADR"). Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Terms&Conditions 4-9 City of Fort Worth,TX January 24,2020 13.2 Litigation. A Party may submit to a court of competent jurisdiction any claim relating to intellectual property, breach of confidentiality, or any dispute that cannot be resolved between the parties through negotiation or mediation within two (2) months after the date of the initial demand for non-binding mediation. Each Party consents to jurisdiction over it by that court. The use of ADR procedures will not be considered under the doctrine of laches, waiver, or estoppel to affect adversely the rights of either Party. Either Party may resort to the judicial proceedings described in this section before the expiration of the two-month ADR period if good faith efforts to resolve the dispute under these procedures have been unsuccessful; or interim relief from the court is necessary to prevent serious and irreparable injury to the Party. 14. SECURITY. 14.1 Industry Standard. Motorola will maintain industry standard security measures to protect the Solution from intrusion, breach, or corruption. During the term of Agreement, if the Solution enables access to Criminal Justice Information ("CJI"), as defined by the Criminal Justice Information Services Security Policy ("CJIS"), Motorola will provide and comply with a CJIS Security Addendum. Any additional Security measure desired by Customer may be available for an additional fee. 14.2 Background checks. Motorola will require its personnel that access CJI to submit to a background check based on submission of FBI fingerprint cards. 14.3 Customer Security Measures. Customer is independently responsible for establishing and maintaining its own policies and procedures and for ensuring compliance with CJIS and other security requirements that are outside the scope of the Subscription Services provided. Customer must establish and ensure compliance with access control policies and procedures, including password security measures. Further, Customer must maintain industry standard security and protective data privacy measures. Motorola disclaims any responsibility or liability whatsoever for the security or preservation of Customer Data or Solution Data once accessed or viewed by Customer or its representatives. Motorola further disclaims any responsibility or liability whatsoever that relates to or arise from Customer's failure to maintain industry standard security and data privacy measures and controls, including but not limited to lost or stolen passwords. Motorola reserves the right to terminate the Service if Customer's failure to maintain or comply with industry standard security and control measures negatively impacts the Service, Solution, or Motorola's own security measures. 14.4 Breach Response Plan. Both parties will maintain and follow a breach response plan consistent with the standards of their respective industries. 15. CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS 15.1. CONFIDENTIAL INFORMATION. 15.1.1. Treatment of Confidential Information. During the term of this Agreement, the parties may provide each other with Confidential Information. Licensed Products, and all Deliverables will be deemed to be Motorola's Confidential Information. Each Party will: maintain the confidentiality of the other Party's Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party in writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential Information to its employees who have a "need to know" and not copy or reproduce the Confidential Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential Information, including informing its employees who handle the Confidential Information that it is confidential and is not to be disclosed to others, but those precautions will be at least the same degree of care that the receiving Party applies to its own confidential information and will not be less than reasonable care; and use the Confidential Information only in furtherance of the performance of this Agreement or pursuant to the license granted immediately below. Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 4-10 Terms&Conditions Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 15.1.2. Ownership of Confidential Information. The disclosing Party owns and retains all of its Proprietary Rights in and to its Confidential Information, except the disclosing Party hereby grants to the receiving Party the limited right and license, on a non-exclusive, irrevocable, and royalty-free basis, to use the Confidential Information for any lawful, internal business purpose in the manner and to the extent permitted by this Agreement. 15.2. PRESERVATION OF PROPRIETARY RIGHTS. 15.2.1 Proprietary Solution. Customer acknowledges that the Licensed Products and any associated Documentation, data, and methodologies used in providing Services are proprietary to Motorola or its third party licensors and contain valuable trade secrets. In accordance with this Agreement, Customer and its employees shall treat the Solution and all Proprietary Rights as Confidential Information and will maintain the strictest confidence. 15.2.2. Ownership. Each Party owns and retains all of its Proprietary Rights that exist on the Effective Date. Motorola owns and retains all Proprietary Rights that are developed, originated, or prepared in connection with providing the Deliverables or Services to Customer, and this Agreement does not grant to Customer any shared development rights. At Motorola's request and expense, Customer will execute all papers and provide reasonable assistance to Motorola to enable Motorola to establish the Proprietary Rights. Unless otherwise explicitly stated herein, this Agreement does not restrict a Party concerning its own Proprietary Rights and is not a grant(either directly or by implication, estoppel, or otherwise)of a Party's Proprietary Rights to the other Party. 15.3 Remedies. Because Licensed Products contain valuable trade secrets and proprietary information of Motorola, its vendors and licensors, Customer acknowledges and agrees that any actual or threatened breach of this Section will constitute immediate, irreparable harm to Motorola for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. Notwithstanding anything in this Agreement to the contrary, Motorola reserves the right to obtain injunctive relief and any other appropriate remedies from any court of competent jurisdiction in connection with any actual, alleged, or suspected breach of Section 3, infringement, misappropriation or violation of Motorola's Property Rights, or the unauthorized use of Motorola's Confidential Information. Any such action or proceeding may be brought in any court of competent jurisdiction. Except as otherwise expressly provided in this Agreement, the parties' rights and remedies under this Agreement are cumulative. 16. GENERAL 16.1 Future Regulatory Requirements. The Parties acknowledge and agree that this is an evolving technological area and therefore, laws and regulations regarding Subscription Services and use of the Solution may change. Changes to existing Subscription Services or Solution required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the Fees for services. 16.2 Compliance with Applicable Laws. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement. Further, Customer will comply with all applicable export and import control laws and regulations in its use of the Licensed Products and Subscription Services. In particular, Customer will not export or re-export the Licensed Products without Motorola's' prior written consent, and, if such consent is granted, without Customer first obtaining all required United States and foreign government licenses. Customer further agrees to comply with all applicable laws and regulations in providing the Customer Data to Motorola, and Customer warrants and represents to Motorola that Customer has all rights necessary to provide such Customer Data to Motorola for the uses as contemplated hereunder. Customer shall obtain at its expense all necessary licenses, permits and regulatory approvals required by any and all governmental authorities as may from time to time be required in connection with its activities related to this Agreement. To the extent permitted by applicable law, Customer will defend, indemnify, and hold harmless Motorola from and against any violation of such laws or regulations by Customer or any of its agents, officers, Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Terms&Conditions 4-11 City of Fort Worth,TX January 24,2020 directors, or employees. 16.3 Audit. Motorola reserves the right to monitor and audit use of the Subscription Services. Customer will cooperate and will require Users to cooperate with such monitoring or audit. 16.4 Assignability. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable)following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 16.5 Subcontracting. Motorola may subcontract any portion of the Subscription Services without prior notice or consent of Customer. 16.6 Waiver. Failure or delay by either Party to exercise a right or power will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 16.7 Severability. If a court of competent jurisdiction renders any part of this Agreement invalid or otherwise unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect. 16.8 Independent Contractors. Each Party will perform its duties under this Agreement as an independent contractor. The parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 16.9 Headings. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 16.10 Governing Law. This Agreement and the rights and duties of the parties will be governed by and interpreted in accordance with the laws of the State of Illinois. 16.11 Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt. 16.12 Authority To Execute Agreement. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 16.13 Return of Equipment. Upon termination of the contract for any reason, Customer shall return to Motorola all equipment delivered to Customer, if any. Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 4-12 Terms&Conditions Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 16.14. Survival Of Terms. The following provisions survives the expiration or termination of this Agreement for any reason: if any payment obligations exist, Section 5 (Subscription Fees); Section 11 (Limitation of Liability); Section 12 (Default and Termination); Section 13 (Disputes); Section 15 (Confidential Information and Proprietary Rights);; and all General provisions in Section 16. 16.15. ENTIRE AGREEMENT. This Agreement and any Incorporated Documents or related attachments constitute the entire agreement of the Parties regarding the subject matter of this Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. In witness whereof, the parties hereto have executed this Agreement as of the Effective Date. CUSTOMER MOTOROLA SOLUTIONS, INC. BY: BY: NAME: NAME: TITLE: TITLE: DATE: DATE: BILL TO ADDRESS: SHIP TO ADDRESS: Name: Name: Address: Address: Address: Address: Phone #: Phone#: FINAL DESTINATION: Name: Address: Address: Phone #: Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Terms&Conditions 4-13 City of Fort Worth,TX January 24,2020 EQUIPMENT SALE ADDENDUM This Addendum is to the Subscription Service Agreement or other previously executed Agreement currently in force, as applicable ("Primary Agreement") and provides additional or different terms and conditions to govern the sale of equipment and related software provided by Motorola. The terms in this Addendum are integral to and incorporated into the Primary Agreement. To the extent there is a conflict between the terms and conditions of the Primary Agreement and the terms and conditions of this Addendum, this Addendum takes precedence, as to the inconsistency only. 1. Exhibits The Exhibits listed below are incorporated into and made a part of this Addendum. In interpreting this Addendum and resolving any ambiguities, the main body of this Addendum takes precedence over the exhibits and any inconsistency between the exhibits will be resolved in their listed order. Documents included in the proposal and listed below as Exhibits are incorporated by this reference. Exhibit A Motorola"Software License Agreement" Exhibit B Motorola"Proposal/Quote dated July 01, 2019 "or"Payment Schedule", as applicable. Exhibit B-1 Technical and Implementation Documents, if any. Exhibit B-2 Equipment List. 2. DEFINITIONS All capitalized terms not otherwise defined herein shall have the same meaning as defined in the Primary Agreement. 2.1. "Product Price" means the price for the equipment and related Software and installation or related services, excluding applicable sales or similar taxes and freight charges. 2.2. "Effective Date" means that date upon which the last Party executes the Primary Agreement or, the date on which the last Party executes the Addendum, whichever is later. 2.3. "Equipment" means the equipment listed in the Equipment List that Customer purchases from Motorola pursuant to this Addendum. 2.4 "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright. 2.5. "Motorola Software" means Software that Motorola or its affiliated company owns. 2.6. "Non-Motorola Software"means Software that another party owns. 2.7. "Open Source Software" (also called "freeware"or"shareware")software with either freely obtainable source code, license for modification, or permission for free distribution. 2.8. "Products" mean the Equipment and Software sold by Motorola under this Addendum. 2.9. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, ideas and concepts, moral rights, processes, methodologies, tools, techniques, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Addendum and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 4-14 Terms&Conditions Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 2.10. "Software" means the Motorola Software and Non-Motorola Software in object code format that is furnished with the Equipment. 2.11. "Specifications" means the functionality and performance requirements that are described in the Proposal/Quote or Technical and Implementation Documents (as applicable). 2.12 "Warranty Period" means one (1) year from the date of shipment of the Products. Notwithstanding, if a third party manufacturer offers a longer warranty period, such warranty will be passed through to Customer. 3. SCOPE AND TERM 3.1. SCOPE OF WORK. Motorola will provide and install (if applicable) the Products, and perform its other contractual responsibilities, all in accordance with this Addendum. Any reference to"Subscription Services" in the Primary Agreement shall mean Product as applicable in this Addendum. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Addendum. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.3. TERM. Unless terminated in accordance with other provisions of the Primary Agreement or extended by mutual agreement of the Parties, the term of this Addendum begins on the Effective Date and continues until the expiration of the Warranty Period or three(3)years from the Effective Date, whichever occurs last. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. During the Term of this Addendum, Customer may order additional Equipment or Software if it is then available. Each order must refer to the Primary Agreement and Addendum and must specify the pricing and delivery terms. Notwithstanding any additional or contrary terms in the order, the applicable provisions of this Addendum (except for pricing, delivery, and payment terms)will govern the purchase and sale of the additional Equipment or Software. Payment is due within thirty (30) days after the invoice date, and Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online ("MOL"), and this Addendum will be the "Underlying Agreement" for those MOL transactions rather than the MOL On-Line Terms and Conditions of Sale. MOL registration and other information may be found at https://businessonline.motorolasolutions.com and the MOL telephone number is(800)814-0601. 3.5. MAINTENANCE SERVICE. This Addendum does not cover maintenance or support of the Products except as provided under the warranty. If Customer wishes to purchase maintenance or support, Motorola will provide a separate maintenance and support proposal upon request. 3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.7. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may include Open Source Software. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be applicable). Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Terms&Conditions 4-15 City of Fort Worth,TX January 24,2020 3.8 SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order. 4. ACCEPTANCE, PERFORMANCE SCHEDULE AND DELAYS 4.1 Acceptance of the Products will occur upon delivery to Customer unless the statement of work provides for acceptance verification or testing, in which case acceptance of the Products will occur upon successful completion of the acceptance verification or testing. Notwithstanding the preceding sentence, Customer's use of the Products for their operational purposes will constitute acceptance. 4.2 If this Addendum includes the performance of services relating to the Product, the proposal/quote or statement of work will describe the performance schedule, or if there is no performance schedule, within a reasonable period of time. 5. CONTRACT PRICE, PAYMENT,AND INVOICING 5.1. PRODUCT PRICE. The Product Price in U.S. dollars is set forth in Exhibit B and is due and payable upon Acceptance. 5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer for Products and for installation or related services when they are performed. Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For Customer's reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1115800 5.3 FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the invoices. Title and risk of loss to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices. 6. SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. If Motorola is providing installation or other services, Customer will provide all necessary construction and building permits, licenses, and the like; and access to the work sites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its contractual duties. 6.2. SITE CONDITIONS. If Motorola is providing installation or other services at Customer's sites, Customer will ensure that these work sites be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate: physical space, air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the Products. 7. REPRESENTATIONS AND WARRANTIES 7.1. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If Acceptance is delayed beyond six(6) months after shipment of the Products by events or causes within Customer's control, this warranty expires eighteen (18)months after the shipment of the Products. Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 4-16 Terms&Conditions Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 7.2. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section that are applicable to the Motorola Software. TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERSEDES THIS SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. If Acceptance is delayed beyond six(6) months after shipment of the Software by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Software. 7.3. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v)freight costs to ship Equipment to the repair depot; (vi)scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear. 7.4. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola's liability for the warranty claim. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable Warranty Period. All replaced products or parts will become the property of Motorola. 7.5. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the Products for commercial, industrial, or governmental use only, and are not assignable or transferable. 7.6. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS ADDENDUM AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 8. INDEMNIFICATION 8.1. GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless from any and all liability, expense,judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Addendum, if Customer gives Motorola prompt, written notice of any claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Addendum. 8.2. PATENT AND COPYRIGHT INFRINGEMENT INDEMNIFICATION 8.2.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software("Motorola Product")directly infringes a Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Terms&Conditions 4-17 City of Fort Worth,TX January 24,2020 United States patent or copyright("Infringement Claim").Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim;Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise;and Customer providing to Motorola cooperation and,if requested by Motorola,reasonable assistance in the defense of the Infringement Claim. In addition to Motorola's obligation to defend,and subject to the same conditions,Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to,in writing,by Motorola in settlement of an Infringement Claim. 8.2.2. If an Infringement Claim occurs,or in Motorola's opinion is likely to occur,Motorola may at its option and expense: (a)procure for Customer the right to continue using the Motorola Product;(b)replace or modify the Motorola Product so that it becomes non-infringing while providing functionally equivalent performance;or(c)accept the return of the Motorola Product and grant Customer a credit for the Motorola Product,less a reasonable charge for depreciation.The depreciation amount will be calculated based upon generally accepted accounting standards. 8.2.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b)the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Addendum; or (f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product. 8.2.4. This Section 12 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Addendum or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 10 are subject to and limited by the restrictions set forth in Section 9. 9. LIMITATION OF LIABILITY Except for personal injury, death or damage to tangible property, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE,TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS ADDENDUM, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS ADDENDUM. This limitation of liability provision survives the expiration or termination of the Addendum and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Addendum may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. 10. GENERAL 10.1. TAXES. The Contract Price does not include excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within thirty (30) days after the date of the invoice. Customer Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 4-18 Terms&Conditions Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth. 10.2 MISCELLANEOUS. This addendum may be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Addendum shall be treated as and shall have the same effect as an original signed copy of this document. 10.3 AUTHORITY TO EXECUTE ADDENDUM. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Addendum and to perform its duties under this Addendum; the person executing this Addendum on its behalf has the authority to do so; upon execution and delivery of this Addendum by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Addendum does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. The Parties hereby enter into this Addendum as of the Effective Date. Motorola Solutions, Inc. Customer By: By: Name: Name: Title: Title: Date: Date: Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Terms&Conditions 4-19 City of Fort Worth,TX January 24,2020 EXHIBIT A MOTOROLA SOFTWARE LICENSE AGREEMENT This Exhibit A Motorola Software License Agreement ("Agreement") is between Motorola Solutions, Inc., ("Motorola"), and The City of Fort Worth ("Licensee"). For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 "Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4 "Open Source Software License" means the terms or conditions under which the Open Source Software is licensed. 1.5 "Primary Agreement' means the Addendum to which this exhibit is attached. 1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de- compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary software or products containing embedded or pre-loaded proprietary software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the proprietary software and affiliated documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non-exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 4-20 Terms&Conditions Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; and (ii) identify the Open Source Software (or specify where that license may be found) Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i)install a licensed copy of the Software on more than one unit of a Designated Product; or(ii)copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4 Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Terms&Conditions 4-21 City of Fort Worth,TX January 24,2020 Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. Unless otherwise stated in the Primary Agreement, the commencement date and the term of the Software warranty will be a period of ninety (90)days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error-free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. Notwithstanding, any warranty provided by a copyright owner in its standard license terms will flow through to Licensee for third party software provided by Motorola. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non-infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than CPS and Motorola's FLASHport®software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 4-22 Terms&Conditions Motorola Solutions Confidential Restricted City of Fort Worth,TX January 24,2020 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty(30)days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 COMMERCIAL COMPUTER SOFTWARE 9.1 This Section 9 only applies to U.S. Government end users. The Software, Documentation and updates are commercial items as that term is defined at 48 C.F.R. Part 2.101, consisting of"commercial computer software" and "computer software documentation" as such terms are defined in 48 C.F.R. Part 252.227-7014(a)(1) and 48 C.F.R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48 C.F.R. Part 227.7202, as applicable. Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227-7015, 48 C.F.R. Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, the Software, Documentation and Updates are distributed and licensed to U.S. Government end users: (i)only as commercial items, and (ii)with only those rights as are granted to all other end users pursuant to the terms and conditions contained herein. 9.2 If Licensee is licensing Software for end use by the United States Government or a United States Government agency, Licensee may transfer such Software license, but only if: (i) Licensee transfers all copies of such Software and Documentation to such United States Government entity or interim transferee, and (ii) Licensee has first obtained from the transferee (if applicable) and ultimate end user an enforceable end user license agreement containing restrictions substantially identical to the ones contained in this Agreement. Except as stated in the foregoing, Licensee and any transferee(s) authorized by this subsection 9.2 may not otherwise use or transfer or make available any Motorola software to any third party nor permit any party to do so. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Equipment Sale Addendum. Section 13 GENERAL 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. Motorola Solutions Software Enterprise Platform Products Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Terms&Conditions 4-23 City of Fort Worth,TX January 24,2020 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter. 13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities,if a Security Vulnerability is discovered,Motorola will take the steps set forth in Section 6 of this Agreement. Use or disclosure of this proposal is subject Motorola Solutions Software Enterprise Platform Products to the restrictions on the cover page. 4-24 Terms&Conditions Motorola Solutions Confidential Restricted pyG ROLL SOLUTIONS QUOTE-1264965 APX 4000, Qty. 105 Quote Date:04/20/2020 Expiration Date:07/19/2020 Quote Created By: Casey Moore Casey.Moore@ motorolasolutions.com End Customer: FORT WORTH, CITY OF Alan Girton Contract: 34071 - FORT WORTH TX NumberLine# Item Description APXT°" 4000 Series APX4000 1 H51UCF9PW6AN APX 4000 7/800 MHZ MODEL 105 $1,963.00 $1,146.39 $120,370.95 2 PORT 1a Q698AA ADD: 2.5 INCH BELT CLIP 105 $12.00 $7.01 $736.05 1b G996AZ ADD: PROGRAMMING OVER 105 $100.00 $58.40 $6,132.00 P25 (OTAP) 1c QA02756AB ENH: 3600 OR 9600 105 $1,570.00 $916.88 $96,272.40 TRUNKING BAUD SINGLE SYSTEM 1d QA05100AA ENH: STD 1 YR WARRANTY 105 $0.00 $0.00 $0.00 APPLIES NO SFS 1e QA00580AF ADD:TDMA OPERATION 105 $450.00 $133.00 $13,965.00 2 NNTN8128BR BATT IMPRES LIION 2000T 128 $117.00 $71.00 $9,088.00 3 PMPN4284A CHARGER DESKTOP MULTI- 5 $655.00 $491.25 $2,456.25 UNIT IMPRES 2 1 DISPLAY EXT PS 100-240VAC US/NA 4 PMMN4069AL MICROPHONE,IMPRES RSM, 105 $121.00 $96.80 $10,164.00 3.5MM JACK, IP55 5 HW000256A01 KNOB,KNOB,VOLUME 25 $5.92 $4.74 $118.50 6 HW000254A01 KNOB,KNOB, CHANNEL 25 $5.92 $4.74 $118.50 Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between Motorola and Customer,then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 1 0 AyG ROLA SOLUTIONS QUOTE-1264965 APX 4000, Qty. 105 Description Qty List Price 7 PMPN4174A CHGR DESKTOP SINGLE 105 $76.00 $57.00 $5,985.00 UNIT IMPRES, US/NA 8 APX NEXT 1 $125,392.00 INFRASTRUCTURE 9 ONE-TIME MANAGEMENT INCENTIVE FOR P.O. BY JUNE 23, 2020 ($125,392.00) Grand Total $2651406.65(USD) This proposal is subject to the terms, conditions and pricing of City of Ft. Worth contract#50054 between the City of Fort Worth and Motorola Solutions, Inc. dated December 18, 2017. This proposal may be accepted by issuing a purchase order that specifically references the aforementioned contract(e.g., This PO is being issued in accordance with the terms, conditions and pricing of City of Fort Worth contract #50054 between the City of Fort Worth and Motorola Solutions, Inc. dated December 18, 2017). Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between Motorola and Customer,then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 2 SECTION 1 STATEMENT OF WORK This Statement of Work(SOW), including all of its subsections and attachments, is an integral part of the Services Agreement or other signed agreement between Motorola Solutions and the Customer("Agreement")and is subject to the terms and conditions set forth in the Agreement. 1 .1 DESCRIPTION OF SERVICES SmartConnect ties a configured device to an enabled LMR network through a supported broadband network and cloud hosted gateway. To take advantage of the SmartConnect application service, the Customer must have a SmartConnect-capable ASTRO 7.17 or higher LMR network. This proposal does not support the legacy tiers of the APX platform for SmartConnect services. The work to upgrade and configure the infrastructure and license and configure APX NEXT subscriber platform is included in this proposal. The ViQi Virtual Partner Application Service enables the ViQi Virtual Partner feature in the supported devices, enables the LTE network(APX NEXT devices only), maintains the ViQi Virtual Partner cloud platform, and enables provisioning of users and devices in the cloud- hosted service. To take advantage of the ViQi Virtual Partner Application Service, on-premise infrastructure components may be required to establish connectivity to the state and local database. No provision has been made in this proposal to use the LMR network for ViQi Virtual Partner queries. The work to deploy, upgrade, and configure the infrastructure to enable ViQi Virtual Partner functionality is included in the scope of this offer and document. Motorola Solutions Responsibilities • Gather system information from the customer regarding system IDS;and configuration needed to deploy SmartConnect. • Gather provisioning information from the customer regarding radios, talkgroups, profile IDS that SmartConnect will be applied to. • Update TNCT for SmartConnect configuration and push TNCT configs to the impacted transport. • Setup and provision CCAdmin. • Configure SmartConnect site in UNC and PM. • Rack and cable internetworking firewall. • Connect dedicated NICs for LMPs on existing servers. • Install LMP virtual server software and deploy each LMP. • Assist with ViQi set up and configuration. • Deploy and maintain any required infrastructure (server)to establish connectivity to the state and local database. Customer Responsibilities • Provide internet connection between ASTRO system (LMP)and the SmartConnect Gateway in the cloud per specifications provided by Motorola. • Provide Internet IP access and gateway address. City of Fort Worth,TX APX NEXT Infrastructure Upgrade © Motorola Solutions Statement of work 1-1 • Provide system information on radios, talkgroups, profile IDs that SmartConnect will be applied to. • Provision CCAdmin. • Configure SmartConnect in Subscriber Codeplug. • Obtain any required state certification or approval of ViQi Virtual Partner. • Deploy and maintain any required infrastructure(server)to establish connectivity to the state and local database. • Procure APX NEXT subscribers to work with the infrastructure services City of Fort Worth,TX APX NEXT Infrastructure Upgrade © Motorola Solutions Statement of work 1-2