Contract No. 32600176.pdf
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CONTRACT FOR MATERIALS AND SERVICES BETWEEN THE CITY OF BUCKEYE AND MOTOROLA SOLUTIONS, INC. BRINC MSI TAKEOFF PROGRAM CONTRACT NO. 32600176 This Contract is entered into _______________, by and between the City of Buckeye, Motorola Solutions, Inc., a Delaware corporation WHEREAS, the City desires to receive, and Contractor is able to provide services; NOW THEREFORE, in consideration for the mutual promises contained herein, the parties agree as follows: 1. Standard Terms and Conditions: The City of Buckeye Standard Terms and Conditions, attached hereto as Exhibit A are hereby incorporated in this Contract by reference and shall apply to performance of this Contract, except to the extent modified by Exhibit C (Scope of Work and Pricing). 2. Insurance: Contractor shall meet the Standard Insurance Requirements of the City as set forth in Exhibit B attached hereto and incorporated herein by reference. 3. Compensation: Payment to the Contractor for the materials and/or services provided not to exceed One Million Five Hundred Nineteen Thousand Nine Hundred Eighty-One Dollars and Zero Cents ($1,519,981.00) including other fees and taxes, to be made in accordance with the price list and terms set forth in the Scope of Work and Pricing attached hereto as Exhibit C and incorporated herein by reference. 4. Scope of Work: Contractor shall provide the services generally described as follows: BRINC MSI Takeoff Program, as more specifically described in the Scope of Work and Pricing attached hereto as Exhibit C and incorporated herein by reference. 5. Contract Term: This Contract shall be effective as of the date set forth above for approval and remain in effect for one (1) year unless such term is modified or extended pursuant to section 8 Renewal. 6. Partial Award: The City reserves the right to make multiple awards or to award by (i) bid schedule, (ii) individual line item, (iii) by group of line items, or (iv) as a total, whichever is deemed in the best interest to the City. 7. Quantities; Non-Exclusive: Unless the solicitation states otherwise, the Contract will BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 1 (REV. 12.11.24) be non-exclusive, and the City makes no guarantees as to the amount of products or services to be utilized from a Bidder. The City reserves the right to add or remove products or services during the term of the Contract. 8. Renewal: This Contract shall be automatically renewed or extended for up to five (5) additional one (1) one-year terms. 9. Notice: Any formal notice required under this Contract shall be in writing and sent by certified mail and email as follows: City: City Manager City of Buckeye 530 E Monroe Ave Buckeye AZ 85326 Email: Contracts@buckeyaz.gov Contractor: Motorola Solutions, Inc. 500 W. Monroe St, Suite 4400 Chicago, IL 60661 Attn: Jimmy Trivedi Email: jehil.trivedi@motorolasolutions.com With a copy to: City Attorney City of Buckeye 530 E Monroe Ave Buckeye AZ 85326 Email: Legal@buckeyeaz.gov 10. Authority: Each party warrants that it has authority to enter into this Contract and perform its obligations hereunder, and that it has taken all actions necessary to enter into this Contract. 11. Contract Controls: In the event of any inconsistency between this Contract and the Exhibits hereto, the documents shall govern in the following order: (1) This Contract for Materials and Services; (2) Exhibit A (Standard Terms and Conditions); (3) Exhibit B (City of Buckeye Standard Insurance Requirements); (4) Exhibit C (Scope of Work and Pricing). 12. Time is of Material Importance: Time is of material importance to each and every provision of this Contract. [SIGNATURES ON FOLLOWING PAGE] BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 2 (REV. 12.11.24) CITY THE CITY OF BUCKEYE, an Arizona municipal corporation Doug Sandstrom, City Manager CONTRACTOR MOTOROLA SOLUTIONS, INC., a Delaware corporation [signature] [title] RECOMMENDED: Rob Roach, Grant Program and Procurement Manager ATTEST: Lucinda Aja, City Clerk APPROVED AS TO FORM: Tosca Henry, City Attorney BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 3 (REV. 12.11.24) EXHIBIT A STANDARD TERMS AND CONDITIONS IN GENERAL 1. NOTICE TO PROCEED: Contractor shall not commence performance until after City has issued a Notice to Proceed or similar notice reasonably expected to notify Contractor to commence delivery of goods and/or services. 2. LICENSES AND PERMITS: Contractor, at its expense, shall maintain current federal, state, and local licenses, permits and approvals required for performance of the Contract and upon request provide copies to the City. 3. COMPLIANCE WITH LAWS: Contractor shall comply with all applicable federal, state and local laws, regulations, standards, codes and ordinances in performance of this Contract. 4. NON-EXCLUSIVE: Unless expressly provided otherwise in the Contract, this Contract is non- exclusive and the City reserves the right to contract with others for materials or services. 5. SAMPLES: Any sample submitted to the City by the Contractor and relied upon by City as representative of quality and conformity, shall constitute an express warranty that all materials and/or service to be provided to City shall be of the same quality and conformity. MATERIALS 6. PURCHASE ORDERS: The City will issue a purchase order(s) for the materials covered by the 7. QUALITY: Contractor warrants that all materials supplied under this Contract will be new and free from defects in material or workmanship. The materials will conform to any statements made on the containers or labels or advertisements for the materials, and will be safe and appropriate for use as normally used. waive these quality requirements. This warranty shall survive termination or expiration of the Contract. 8. ACCEPTANCE: All materials and services provided by Contract are subject to final inspection and acceptance by the City. Materials and services failing to conform to the Contract specifications may be rejected in whole or part. If rejected, Contractor is responsible for all associated costs arising from rejection. 9. WARRANTIES: Contractor shall deliver all Warranties to City 10. PACKING AND SHIPPING: Contractor shall be responsible for industry standard packing which Containers shall be clearly marked as to lot number, destination, address and purchase order number. All shipments shall be F.O.B. Destination, City of Buckeye, 530 E. Monroe Avenue, Buckeye, Arizona 85326, unless otherwise specified by the City -on- shipments will not be accepted. BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 4 (REV. 12.11.24) 11. TITLE AND RISK OF LOSS: The title and risk of loss of material shall not pass to the City until the City actually receives the material at the point of delivery, and the City has completed inspection and has accepted the material, unless the City has expressly provided otherwise in the Contract. 12. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender of materials shall fully comply with all provisions of the Contract. If a tender is made which does not fully conform, this shall constitute a breach and Contractor shall not have the right to substitute a conforming tender without prior written approval from the City, which such approval will not be unreasonably withheld by the City. 13. DEFAULT IN ONE INSTALLMENT TO CONSTITUTE TOTAL BREACH: Contractor is not authorized to substitute nonconforming materials, or services. Delivery of nonconforming materials, and/or services, or a default of any nature shall constitute a breach of the contract. At the option of the City, Contractor shall deliver conforming materials, or services, in each installment or lot of the contract. 14. SHIPMENT UNDER RESERVATION PROHIBITED: Contractor is not authorized to ship materials under reservation and no tender of a bill of lading shall operate as a tender of the materials. 15. LIENS: All materials and other deliverables supplied to the City shall be free of all liens other than the security interest held by Contractor until payment in full is made by the City. Upon request of the City, Contractor shall provide a formal written release of all liens. 16. CHANGES IN ORDERS: The City reserves the right at any time to make changes in any one or more of the following: (a) methods of shipment or packing; (b) place of delivery; and (c) quantities. If any change causes an increase or decrease in the cost of or the time required for performance, an equitable adjustment may be made in the price or delivery schedule, or both. Any claim for adjustment shall be evidenced in writing and approved by the City Procurement Officer or designee prior to the institution of the change. PAYMENT 17. INVOICES: A separate invoice shall be issued for each shipment and each job completed. Invoices shall include City the Contract Number and/or Purchase Order number, and dates when goods were shipped or work performed. Invoices shall be sent within thirty (30) days following performance. Payment will only be made for satisfactory materials and/or services received and accepted by City. 18. LATE INVOICES: The City may deduct up to 10% of the payment price for late invoices. The City operates on a fiscal year budget, from July 1 through the following June 30. Except in unusual circumstances, which are not due to the fault of Contractor, City will not honor any invoices or claims submitted after August 15 for materials or services supplied in the prior fiscal year. 19. TAXES: Contractor shall be responsible for payment of all taxes including federal, state, and local taxes related of this Contract. Such taxes include but are not limited to federal and state income tax, social security tax, unemployment insurance taxes, transaction privilege taxes (TPT), use taxes, and any other taxes or business license fees as required. BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 5 (REV. 12.11.24) Exception: The City will pay any taxes which are specifically identified as a line item dollar amount in the bid, proposal, or quote, and which were considered and approved by the City as part of the Contract award process. In this event, taxes shall be identified as a separate line item 20. FEDERAL EXCISE TAXES: The City is exempt from paying certain Federal Excise Taxes and will furnish an exemption certificate upon request. 21. FUEL CHARGES: Contractor at its own expense is liable for all fuel costs related to performance. No fuel surcharges will be accepted or paid unless the parties expressly agree to surcharges in writing. 22. DISCOUNTS: If the Contract provides for payment discounts, payment discounts will be computed from the later date of the following: (a) when correct invoice is received by the City; and (b) when acceptable materials and/or materials were received by City. 23. AMOUNTS DUE TO THE CITY: Contractor must be current and remain current in all obligations due to the City during performance. Payments to Contractor may be offset by any delinquent amounts due to City or fees and charges owed to City under this Contract. 24. OFAC: No City payments may be made to any person in violation of Office of Foreign Assets Control regulations, 31 C.F.R. Part 501. SERVICES 25. INDEPENDENT CONTRACTOR: Contractor shall be an independent contractor for purposes of all laws, including but not limited to the Fair Labor Standards Act, Federal Insurance Contribution Act, Social Security Act, Federal Unemployment Tax Act, Internal Revenue Code, Immigration and insurance laws. 26. CONTROL: Contractor shall be responsible for the control of the scope of work. 27. WORK SITE: Contractor shall inspect the work site and notify the City in writing of any deficiencies or needs prior to commencing work. 28. SAFEGUARDING PROPERTY: Contractor shall be responsible for any damage to real property of the City or adjacent property in performance of the work and safeguard the worksite. 29. QUALITY: All work shall be of good quality and free of defects, performed in a diligent and professional manner. 30. ACCEPTANCE: If work is rejected by the City due to noncompliance with the Contract, The City, after notifying Contractor in writing, may require Contractor to correct the deficiencies at roperly performed. 31. WARRANTY: Contractor warrants all work for a period of one (1) year following final acceptance by the City. Upon receipt of written notice from the City, Contractor, at its own expense, shall promptly correct work rejected as defective or as failing to conform to the Contract, whether observed before or after acceptance, and whether or not fabricated, installed or completed by Contractor, and shall bear all costs of correction. If Contractor does not correct deficiencies within a reasonable time specified in the written notice from the City, the City may perform the work and BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 6 (REV. 12.11.24) Contractor shall be liable for the costs. This one-year warranty is in addition to, and does not limit, This warranty shall survive termination or expiration of the Contract. INSPECTION, RECORDS, ADMINISTRATION 32. RECORDS: The City shall have the right to inspect and audit all Contractor books and records related to the Contract for up to five (5) years after completion of the Contract. 33. RIGHT TO INSPECT BUSINESS: The City shall have the right to inspect the place of business of the Contractor or its subcontractor during regular business hours at reasonable times, to the extent necessary to confirm Contract performance. 34. PUBLIC RECORDS: This Contract and any related materials are a matter of public record and subject to disclosure pursuant to Arizona Public Records Law, A.R.S. § 39-121 et seq. If Contractor Contractor prior to release of such information. 35. [Reserved]. INDEMNIFICATION, INSURANCE 36. GENERAL INDEMNIFICATION: To the fullest extent permitted by law, the Consultant shall indemnify, defend and hold harmless the City and each council member, officer, employee, or agent against any and all losses, claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable fees, court costs and the costs of appellate proceedings) to which insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or omissions, in connection with the work or services of the Consultant, its officers, employees, agents, or any tier of subcontractor in the performance of this Agreement. The amount and type of insurance coverage requirements set forth below will in no way be construed as limiting the scope of the indemnity in this Section. 37. INSURANCE: Contractor shall maintain all insurance coverage required by the City, including 38. INTELLECTUAL PROPERTY INDEMNIFICATION: Contractor shall indemnify and hold harmless the City against any liability, including costs and expenses, for infringement of any patent, trademark or copyright or other proprietary rights of any third parties arising out of contract performance or use by the City of materials furnished or work performed under this Contract. Contractor shall promptly assume full responsibility for the defense of any suit or proceeding which is, has been, or may be brought against the City and its agents for alleged infringement, or alleged unfair competition resulting from similarity in design, trademark or appearance of goods, and indemnify the City against any and all expenses, losses, royalties, profits and damages, attorneys fees and costs resulting from such proceedings or settlement thereof. This indemnification shall survive termination or expiration of the Contract. BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 7 (REV. 12.11.24) CONTRACT CHANGES 39. PRICE INCREASES: Except as expressly provided for in the Contract, no price increases will be approved. 40. COMPLETE AGREEMENT: The Contract is intended to be the complete and final agreement of the parties. 41. AMENDMENTS: This Contract may be amended by written agreement of the parties. 42. SEVERABILITY: If any term or provision of this Contract is found by a court of competent jurisdiction to be illegal or unenforceable, then such term or provision is deemed deleted, and the remainder of this Contract shall remain in full force and effect. 43. NO WAIVER: Each party has the right to insist upon strict performance of the Contract, and the prior failure of a party to insist upon strict performance, or a delay in any exercise of any right or remedy, or acceptance of materials or services, shall not be deemed a waiver of any right to insist upon strict performance. 44. ASSIGNMENT: This Contract may be assigned by Contractor with prior written consent of the City, which will not be unreasonably withheld. Any assignment without such consent shall be null and void. Unless expressly provided for in a separately executed Consent to Assignment, no assignment shall relieve Contractor (Assignor) from any of its obligations and liabilities under the Contract with respect to City. The Chief Financial Officer shall have authority to consent to an assignment on behalf of City. 45. BINDING EFFECT: This Contract shall be binding upon and inure to the benefit of the parties and their successors and assigns. EMPLOYEES AND SUBCONTRACTORS 46. SUBCONTRACTING: Contractor may subcontract work in whole or in part with the advance written consent. City reserves the right to withhold consent if subcontractor is deemed irresponsible and/or subcontracting may negatively affect performance. All subcontracts shall comply with the underlying Contract. Contractor is responsible for Contract performance whether or not subcontractors are used. 47. NONDISCRIMINATION: Contractor warrants that it complies with all applicable federal, state and local laws and executive orders regarding employment. Contractor will not discriminate against any employee or applicant for employment or person who provides services because of race, color, national origin, religion, gender, age, disability, marital or familial status, veteran status or political affiliation. See City of Buckeye city code § 3-3-2, as may be amended from time to time. 48. DRUG FREE WORKPLACE: The City has adopted a Drug Free Workplace policy for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects. Contractor personnel shall abstain from use or possession of illegal drugs while engaged in performance of this Contract. 49. IMMIGRATION LAWS: Pursuant to A.R.S. § 41-4401, Contractor hereby warrants to the City that BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 8 (REV. 12.11.24) the Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all State and Federal Immigration laws and regulations that relate to its employees and A.R.S. § 23- Immigration Warranty shall constitute a material breach of this Contract and shall subject the Contractor to penalties up to and including termination of this Contract at the sole discretion of the City. The City retains the legal right to inspect the papers of any Contractor or subcontractor employee who works on this Contract to ensure compliance with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard to any such inspections. The City may, at its sole discretion, conduct random verification of the employment records of the Contractor and agrees to assist the City in regard to any random verification performed. Neither Contractor nor any subcontractor shall be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by sections 274A and 274B of the Federal Immigration and Nationality Act and the E-Verify requirements prescribed by A.R.S. § 23-214(A). DEFAULT AND TERMINATION 50. TERMINATION FOR DEFAULT: Prior to terminating this Contract for a material breach, the non- defaulting party shall give the defaulting party written notice and reasonable opportunity to cure the default, not to exceed thirty (30) days, unless a longer period of time is granted in writing by the party asserting default. In the event the breach is not timely cured, or in the event of a series of repeated breaches the non-defaulting party may elect to terminate Contract by written notice, which shall be effective upon receipt. In the event of default, the parties may execute all remedies available at law in addition Contract remedies provided for herein. 51. CITY REMEDIES: services from a substitute contractor, and Contractor shall be liable to the City to pay for the costs of such substitute service. City may deduct or offset the cost of substitute service from any balance due to Contractor, and/or seek recovery of the costs of substitute service against any performance security, and/or collect any liquidated damages provided for in the Contract. Remedies herein are not exclusive. 52. CONTRACTOR REMEDIES: available at law, except as provided for herein. 53. SPECIAL DAMAGES: In the event of default, neither party shall be liable for incidental, special, or consequential damages. 54. TERMINATION FOR NONAPPROPRIATION OF FUNDS: The City may terminate all or a portion of this Contract due to budget constraints and non-appropriation of funds for the following fiscal year, without penalty or liability to Contractor. 55. TERMINATION FOR CONVENIENCE: Unless expressly provided for otherwise in the Contract, this Contract may be terminated in whole or part by the City for convenience upon thirty (30) days written notice, without further penalty or liability to Contractor. If this Contract is terminated, City shall be liable only for payment for satisfactory materials and/or services received and accepted by City before the effective date of termination. 56. TERMINATION DUE TO INSOLVENCY: If Contractor becomes a debtor in a bankruptcy BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 9 (REV. 12.11.24) proceeding, or a reorganization, dissolution or liquidation proceeding, or if a trustee or receiver is appointed over all or a substantial portion of the property of Contractor under federal bankruptcy law or any state insolvency law, Contractor shall immediately provide the City with a written notice thereof. The City may terminate this Contract, and Contractor is deemed in default, at any time if the Contractor becomes insolvent, or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any similar action that affects 57. PAYMENT UPON TERMINATION: Upon termination of this Contract, City will pay Contractor for satisfactory performance up until the effective date of termination. City shall make final payment 58. CANCELLATION FOR GRATUITIES: The City may cancel this Contract at any time, without penalty or further liability to Contractor, if City determines that Contractor has given or offered to give any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with award or performance of the Contract. 59. CANCELLATION FOR CONFLICT OF INTEREST (A.R.S. § 38-511): The City may cancel this Contract within three (3) years after its execution, without penalty or further liability to Contractor. MISCELLANEOUS 60. ADVERTISING: Contractor shall not advertise or publish information concerning its Contract with City, without the prior written consent of the City. 61. NOTICES: Except for Notices to Proceed, which may be issued by electronic means, all notices given pursuant to this Contract shall be delivered at the addresses as specified in the Contract, or updated by Notice to the other party. Notices may be: (a) personally delivered, with receipt effective upon personal delivery; (b) sent via certified mail, postage prepaid, with receipt deemed effective four (4) days after being sent; (c) or sent by overnight courier, with receipt deemed effective three (3) days after being sent. Notice may be sent by email as a secondary form of notice. 62. THIRD PARTY BENEFICIARIES: This Contract is intended for the exclusive benefit of the parties. Nothing herein is intended to create any rights or responsibilities to third parties. 63. CLICKWRAP TERMS EXCLUDED. agreement, such terms of sale or service shall not be binding upon the City. No oral or other understanding shall in any way modify a City-issued or approved contract or these Standard Terms and Conditions. 64. GOVERNING LAW: This Contract shall be construed in accordance with the laws of Arizona. 65. FORUM: In the event of litigation relating to this Contract, any action at law or in equity shall be filed in Maricopa County, Arizona. 66. If any action at law or in equity is necessary to enforce the terms of this fees, taxable costs, expert witness fees and expenses. BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 10 (REV. 12.11.24) 67. FORCE MAJUERE: There may be events that occur during the term of this Contract that are beyond the control of both the City and the Contractor, including events of war, floods, labor, disputes, earthquakes, epidemics, pandemics, adverse weather conditions not reasonably anticipated, forest fires, and other acts of God. These events may result in a temporary delay of contractual deliverables, or the permanent inability to provide the contractual deliverables that are the subject of this Contract. There will be no claims arising from a temporary delay of contractual deliverables, or the permanent inability to provide the contractual deliverables caused by the events described above, and the City will pay no additional costs incurred as a result of such events. The parties agree to act in good faith to extend the Contract completion date without any penalty to the Contractor and that the extension will be in an amount of time equal to any temporary delay. This term supersedes all other terms regarding temporary delay, permanent shut down, or increased costs. 68. NO BOYCOTT OF ISRAEL: To the extent applicable under A.R.S. § 35-393 through § 35- 393.03, the Vendor hereby certifies that it is not currently engaged in, and agrees for the duration is defined in A.R.S. § 35-393(1). 69. FORCED LABOR OF ETHNIC UYGHURS: To the extent applicable under Ariz. Rev. Stat. § 35- 394, the Vendor warrants and certifies that it does not currently, and agrees for the duration of this Agreement that it will not use the forced labor, any goods or services produced by the forced labor, or any Contractors, subcontractors, or suppliers that use the forced labor or any goods or services becomes aware that it is not in compliance with this paragraph, the Vendor shall notify the City of the noncompliance within five business days of becoming aware of it. If the Vendor fails to provide a written certification that the Vendor has remedied the noncompliance within 180 days after that, this Agreement shall terminate unless the termination date of this Agreement occurs before the end of the remedy, in which case this Agreement terminates on the Agreement termination date. [REMAINDER OF PAGE INTENTIONALLY BLANK] BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 11 (REV. 12.11.24) EXHIBIT B CITY OF BUCKEYE STANDARD INSURANCE REQUIREMENTS 1. In General. Contractor shall maintain insurance against claims for injury to persons or damage to property, arising from performance of or in connection with this Contract by the Contractor, its agents, representatives, employees or contractors. 2. Requirement to Procure and Maintain. Each insurance policy required by this Contract shall be in effect at, or before, commencement of work under this Contract and shall remain in effect until all The timely evidence of renewal will be considered a material breach of this Contract. 3. Minimum Scope and Limits of Insurance. The following insurance requirements are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The City does not represent or warrant that the minimum limits set forth in this Contract are sufficient to protect the Contractor from liabilities that might arise out of this Contract, and Contractor is free to purchase such additional insurance as Contractor may determine is necessary. Contractor shall provide coverage at least as broad and with limits not less than those stated below. a. Commercial General Liability - Occurrence Form General Aggregate $2,000,000 Products/Completed $1,000,000 Operations Each Occurrence $1,000,000 b. Umbrella Coverage $2,000,000 c. Automobile Liability Any Automobile Owned, Hired and Non-owned Vehicles Combined Single Limit Per Accident for Bodily Injury & Property Damage $1,000,000 d. Compensation and Liability Compensation Statutory Liability: Each Accident $500,000 Disease - Each Employee $500,000 Disease - Policy Limit $500,000 4. Self-Insured Retention. Any self-insured retentions must be declared to and approved by the City. If not approved, the City may require that the insurer reduce or eliminate such self-insured retentions with respect to the City, its officers, agents, employees, and volunteers. Contractor shall be solely responsible for any self-insured retention amounts. City at its option may require Contractor to secure payment of such self-insured retention by a surety bond or irrevocable and BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 12 (REV. 12.11.24) unconditional letter of credit. 5. Other Insurance Requirements. The policies shall contain, or be endorsed to contain, the following provisions: a. Additional Insured. Professional Liability insurance, if applicable, shall name, to the fullest extent permitted by law for claims arising out of the performance of this Contract, the City, its agents, representatives, officers, directors, officials and employees as Additional Named Insured as specified under the respective coverage sections of this Contract. b. Broad Form. The insurance shall contain broad form contractual liability coverage. c. Primary Insurance respect to the City, its officers, officials, agents, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, agents and employees, shall be in d. Each Insured. The insurance shall apply separately to each insured against whom e. Not Limited. Coverage provided by the Contractor shall not be limited to the liability assumed under the indemnification provisions of this Contract. f. Waiver of Subrogation. The policies shall contain a waiver of subrogation against the City, its officers, officials, agents and employees for losses arising from work performed by Contractor for the City. 6. Notice of Cancellation. Each insurance policy required by the insurance provisions of this Contract shall provide the required coverage and shall not be suspended, voided, cancelled, reduced in coverage or in limits unless prior written notice has been given to the City. Notices required by this section shall reference the Contract Number and be sent to: City of Buckeye Finance Department 530 E Monroe Ave Buckeye AZ 85326 ATTN: Procurement Email: contracts@buckeyeaz.gov 7. Acceptability of Insurers. Without limiting any obligations or liabilities of Contractor, Contractor shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with insurance companies authorized to do business in the State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with an AM Best, Inc. rating of A- or above with policies and forms satisfactory to the City. Failure to maintain insurance as specified herein may result in termination 8. Certificates of Insurance. The Contractor shall furnish the City with certificates of insurance (ACORD form) as required by this Contract. The certificates for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. Any policy endorsements that restrict or limit coverage shall be clearly noted on the certificate of insurance. BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 13 (REV. 12.11.24) The City Project/Contract Number and description of project shall be noted on the certificates of insurance. The City must receive and approve all certificates of insurance and endorsements before the Contractor commences work. 9. Policies. The City reserves the right to require, and receive within ten (10) days, complete, certified copies of all insurance policies and endorsements required by this Contract at any time. The City shall not be obligated, however, to review any insurance policies or to advise Contractor of any deficiencies in such policies and endorsements. The receipt of policies 10. Modifications. Any modification or variation from the insurance requirements in this Contract must have the prior approval of the City Office in consultation with the Risk Manager, whose decision shall be final. Such action will not require a formal Contract amendment but may be made by their handwritten revision and notation to the foregoing insurance requirements. 11. No Representation of Coverage Adequacy. By requiring insurance herein, or by approving or expressing satisfaction with insurance policies and forms pursuant to the provisions of this Contract, the City does not represent that coverage and limits will be adequate to protect the Contractor. The City reserves the right to review any and all of the insurance policies and/or endorsements cited in this Contract but has no obligation to do so. Failure to demand such evidence of full compliance with the insurance requirements set forth in this Contract or failure to identify any insurance deficiency shall not relieve the Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Contract. [REMAINDER OF PAGE INTENTIONALLY BLANK] BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 14 (REV. 12.11.24) EXHIBIT C SCOPE OF WORK AND PRICING [QUOTE-3396496] See following pages BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 15 (REV. 12.11.24) 02/12/2026 BUCKEYE POLICE DEPT 530 E MONROE AVE BUCKEYE, AZ 85326 Dear Commander Gary McGeough, QUOTE-3396496 We're excited to present the BRINC MSI Takeoff Program, built in partnership between BRINC and Motorola Solutions to give every public safety agency access to a reliable, cost-effective, and purpose-built air program. Too often, agencies are forced to choose between expensive aviation solutions or tools not designed for the realities of public safety work. The Takeoff Program changes that. Together with BRINC, we're making it simple for agencies to stand up Drone as First Responder (DFR) programs that: Fit within real budgets with the first year at no cost Rely on technology built for first responders, not adapted from consumer or inspection hardware Integrate directly into existing Motorola systems like Command Central Software, radios and ALPR Include full training and support so teams are mission-ready from day one We believe every community deserves the benefits of a DFR program---safer officers, lower response times, and better outcomes for the public. The Takeoff Program helps make that possible for every agency ready to deploy an air program. We are confident that Motorola Solutions' ongoing commitment to safety, innovation, and mission-critical performance, combined with BRINC's cutting-edge drone technology, will deliver significant value to your operations. This offer is subject to the attached Products Agreement and TAKEOFF Program Addendum, and expires 60 days from the date of this letter. Please let us know when we can schedule time to review this proposal in more detail. Thank you for your leadership and commitment to serving your community. We're honored to support you. Sincerely, David Redus Sr. Manger Motorola Solutions BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 16 (REV. 12.11.24) QUOTE-3396496 Billing Address: BUCKEYE POLICE DEPT 530 E MONROE AVE BUCKEYE, AZ 85326 US Shipping Address: BUCKEYE POLICE DEPT 100 N APACHE RD BUCKEYE, AZ 85326 US Quote Date:02/12/2026 Expiration Date:05/01/2026 Quote Created By: Mark Domangue Sr Account Manager Mark.Domangue@motorolasolutions.com 909-552-6551 End Customer: BUCKEYE POLICE DEPT Cmdr Gary McGeough gmcgeough@buckeyeaz.gov (623) 349-6482 Payment Terms:30 NET Summary: Any sales transaction resulting from Motorola's quote is based on and subject to the applicable Motorola Standard Terms and Conditions, notwithstanding terms and conditions on purchase orders or other Customer ordering documents. Motorola Standard Terms and Conditions are found at www.motorolasolutions.com/product-terms. Year 1 Subscription BRINC Responder w/Station DFR (Single Site) 3 6 Years $0.00 $0.00 Sub Total: $0.00 Year 2 Subscription 3 Responder w/Station DFR (Single Site) $239,997.00 Year 3 Subscription 4 Responder w/Station DFR (Single Site) $319,996.00 Year 4 Subscription 4 Responder w/Station DFR (Single Site) $319,996.00 Year 5 Subscription 4 Responder w/Station DFR (Single Site) $319,996.00 Year 6 Subscription 4Responder w/Station DFR (Single Site) $319,996.00 Grand Total $1,519,981.00 Notes: Unless otherwise noted, this quote excludes sales tax or other applicable taxes (such as Goods and Services Tax, sales tax, Value Added Tax and other taxes of a similar nature). Any tax the customer is subject to will be added to invoices. Motorola will invoice Customer annually in advance of each year of the Subscription Term following the no cost period. Takeoff Program term structure: Year 1: No cost period includes right to exercise termination for convenience at any point within the first year. Year 2 - 6: Paid period starts at the beginning of the first Renewal Subscription Year. Any sales transaction following 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 Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800 Page 3 BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 17 (REV. 12.11.24) PRODUCTS AGREEMENT This Products Agreement (this Agreement is entered into between Motorola Solutions Inc., Seller or Motorola and the entity Customer Party Parties I. Seller and Customer Information (a) Seller Motorola Solutions Inc. (b) Customer Name: Buckeye Police Department Address: 530 E MONROE AVE BUCKEYE, AZ 85326 Contact: Commander Gary McGeough II. Transaction Details (a) Proposal Proposal No. 3396496 Date: 11/19/2025 Motorola will provide Customer with the products and services set forth in the proposal dated above (the a copy of which is attached hereto and incorporated herein. (b) Pricing Pricing for products and services being purchased by Customer is set forth in the Proposal. (c) Term and Conditions The Parties acknowledge and agree that the terms of the Motorola Customer Agreement including all applicable addenda, located at https://www.motorolasolutions.com/content/dam/msi/docs/msi-standards_terms-conditions/US- Motorola-Solutions-Customer-Agreement.pdf are incorporated herein and shall apply to the products and services provided to Customer as set forth in the Proposal. III. Entire Agreement This Agreement, including the Proposal and any terms and conditions referenced herein, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase 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, and the terms of this Agreement will take precedence. CUSTOMER: By: Print Name: Title: Date: MOTOROLA SOLUTIONS INC. By: Print Name: David Redus Title: Sr. Manager Date: 02/12/2026 Motorola Solutions, Inc. v8.12.2025 1 BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 18 (REV. 12.11.24) Drone as First Responder How It Works Utilizing strategically positioned drones operated by remote pilots, the BRINC DFR solution provides advanced air support capabilities. These drones are designed to arrive on scene ahead of traditional patrol units, delivering real-time situational awareness and enhancing response effectiveness. 01 02 Call for service received. Drone automatically responds. 03 04 Drone provides live video feed with the capability for two-way communication. Drone autonomously returns to Station and lands. BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 19 (REV. 12.11.24) Measures of Success 70 seconds Average on-scene visibility Agencies adopting Drone as First Responder(DFR) programs have seen significant improvements in response times, situational awareness, and resource efficiency. By deploying drones within seconds of an emergency call, agencies can assess incidents faster, reduce risks to first responders, and make data-driven decisions that enhance public safety. 25% of calls Resolved without dispatching officers 54% quicker >700 public safety agencies Human response times as drones clear non-priority calls Fly BRINC drones With the BRINC Drone as First Responder solution public safety agencies will see an immediate impact Increase Officer Safety Reduce Use of Force Deliver Lifesaving Payloads Get eyes and ears in dangerous situations without risking lives and before officers arrive Create distance and slow down the speed of operations with technology Make Narcan, AEDs, EpiPens and other equipment available anywhere in seconds BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 20 (REV. 12.11.24) Fully equipped drone launch Purpose-built 911 response drones tailored for DFR operations Mountable parachutes Mesh-radio controllers for local DFR Solution Overview BRINC builds drone solutions for public safety agencies that empower first responders with technology to safeguard their communities. INTEGRATED SOFTWARE SOLUTION Community transparency portal Teleoperations & fleet management platform Meshing antenna masts to extend range coverage 4G LTE antennas for data syncing and upload once the drone lands Optional radars and ADS-B receivers for detecting manned aircraft INFRASTRUCTURE BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 21 (REV. 12.11.24) IPX4 Water Resistant Hardware -built 911 response drone, Responder is a powerful aerial tool made right here in the USA for public safety agencies. 40x Total Zoom Provides detailed imagery even from a considerable distance, enhancing mission capabilities. Mobile Communication Hub Integrated loudspeaker (with siren function) and microphone allow communication for negotiations and emergency announcements. 640 px Thermal Camera Makes it easy to identify people or see fire through smoke and provides situational awareness even in low or no light conditions. Emergency Payload Dropper Deploy AEDs, Narcan, EpiPens, PFDs and other lifesaving payloads. BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 22 (REV. 12.11.24) Solar Compatible Resistant Charge 10 to 90% in 25 Minutes Corrosion Hardware The Responder Station launches, protects and recharges Responder drones. Temperature Controlled Optimizes battery charging and protects electronics. Simple Weather Resistant Ensures reliable performance in challenging climates. Infrastructure 25 Minutes Resistant to erosion. Increases reliability. How long it takes to charge from 10% to 90%. BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 23 (REV. 12.11.24) Hardware DFR Infrastructure BRINC provides additional infrastructure to make your DFR operations more reliable through redundancy and advanced BVLOS operations. We cover the installation and maintenance for all DFR infrastructure elements. DFR Antenna Masts Extend range coverage of our mesh networking system. ADS-B Receivers Detect manned aircraft. Optional Radars Another way to detect manned aircraft. BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 24 (REV. 12.11.24) On-demand Prop swap due to age or performance Unlimited payload mounts Battery swap due to age or performance Data Swaps Services Set-up made easy DFR Safeguard Program UNLIMITED REPAIR & REPLACE You own the hardware. When upgraded, the Unlimited Repair and Replace warranty transfers to the latest hardware. Day 1 Site setup Responder delivery Station installation Infrastructure setup BVLOS Waiver submission Training Year 3 Upgrade Responder upgrade Training Year 5 Upgrade Responder upgrade Training Regular Upgrades Software upgrades Maintenance of Station and infrastructure Recurring training MISSION-CRITICAL. MISSION-RELIABLE. MISSION-READY. Drone destroyed during a mission? With Unlimited Repair & Replace, first you get a loaner, then you get a new unit. Safeguard ensures operational success 02 03 BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 25 (REV. 12.11.24) STATEMENT OF WORK Motorola is providing the BRINC solution, as set out below. BRINC Drone as First Responder (DFR) Implementation Term: This SOW is effective as of the Effective Date and will continue unless terminated earlier pursuant to the Agreement. entered into between Motorola and Customer. All definitions not defined herein shall have the meaning set forth in the Agreement (including its addenda or riders). In the event of a direct conflict between this SOW and the Agreement, this SOW will control solely with respect to the services and deliverables described herein. Terms used but not defined in this SOW have the meanings set forth in the Agreement. 1. PURPOSE & SCOPE This SOW defines the roles, responsibilities, deliverables, acceptance criteria, and project governance for the implementation of a Drone as First Responder (DFR) program powered by BRINC LiveOps software and BRINC UAS hardware. The objective is to deploy an operational DFR capability, including fixed launch sites, teleoperations (where applicable), training, and support. 2. DEFINITIONS DFR: Drone as First Responder operational model, designed to enable rapid Unmanned Aircraft System (UAS) response to calls for service. Go Live: The date on which the Customer begins live operational use of the BRINC DFR solution. CIQ: Customer Input Questionnaire used to capture configuration, networking, and deployment specifics. 3. DESCRIPTION OF SERVICES 3.1 Implementation Services: BRINC will perform the implementation tasks described herein to prepare the environment for full DFR functionality, including the following: (a) DFR Solution Design & Configuration (subdomain creation, network configuration, geofencing, RF/EMF analysis). BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 26 (REV. 12.11.24) (b) Hardware & Software Deployment (BRINC UAS, docking station if applicable, LiveOps SaaS activation). (c) Training for System Administrators, Pilots in Command (PIC), and Teleoperators. (d) Support (24x7x365). (e) Project Documentation & Handover (CIQ, IP plans). 3.2 Warranty and Replacement Policy: BRINC offers the Warranty and Replacement Policy for Equipment sold to Customer pursuant to the Agreement that is manufactured 4. SYSTEM REQUIREMENTS The Hosted Services are cloud based and provided over the internet. Customer must provide all equipment and software necessary to connect to the Services, including: (a) Dedicated bandwidth minimum of 30 Mbps upload and 30 Mbps download at each teleoperator and launch site location, with IT firewall profile configuration allowing required ports/IP ranges for BRINC internet traffic. (b) DFR launch and related infrastructure sites provided and equipped as specified in Schedule C. (c) Part 107 certified pilots (or equivalent regulatory authorization). (d) Hardware required to support BRINC operations (ability to launch browser). 5. ROLES & RESPONSIBILITIES 5.1 BRINC Obligations. Motorola will engage BRINC to provide: (a) Project Management (i) Lead project planning, execution, reporting, and closure. (ii) Coordinate technical clarification, CIQ completion, configuration, staging, deployment, and acceptance activities. (b) Configuration Documentation (i) Provide BRINC configuration documents and coordinate with Customer IT on necessary settings. BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 27 (REV. 12.11.24) (c) Support (i) Provide 24x7x365 support channels (Intercom, phone, email) through BRINC, as set forth on Schedule B. (d) Limitations / Disclaimers (i) BRINC procures cloud hosting from third party vendors and is not responsible for interruptions or breaches caused by such providers, subject to applicable law and the Agreement. (e) Solution Design & Environment Prep (i) Create a unique subdomain/URL for Customer access. (ii) Collaborate with Customer IT on firewall, port, and IP configuration for LiveOps. (iii) Conduct RF/EMF analysis and launch area testing to validate flight operations, geofenced areas, and interference mitigation. (f) Software Activation & Configuration (i) accounts, and provide admin access using Authorized User information. (ii) Provision BRINC LiveOps SaaS, including admin portal access, telemetry, error/warning notifications, and PIC/teleoperator data capture. (g) Hardware (i) Recommend proper hardware requirements and deployment architecture for the DFR program. (h) Training (i) Deliver on site and/or remote training for administrators, PICs, and teleoperators, covering BRINC hardware, LiveOps, geofencing, emergency override, and DFR best practices. (i) Documentation (i) Deliver CIQ, IP plans, configuration documents, and final project close out documentation. BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 28 (REV. 12.11.24) (j) Out of Scope (unless separately contracted): (i) Management of on site resources used during installation. This includes resources to add or build required infrastructure (pre-install) to accommodate base STATION placement or RF Infrastructure at strategic regional locations. This could include non-customer sites requiring an MOU driven by customer. (ii) routing/switching, or third party systems not listed herein. (iii) Configuration changes requested after CIQ sign off (unless via approved change order). (iv) Ongoing operations beyond specified support, including remote operations, unless contracted as Managed Services. 5.2 Customer Obligations. Customer will provide the following: (a) Program Governance (i) Appoint a Project Manager to manage user access, retention periods, and public data visibility; act as primary point of contact. (b) Regulatory Compliance (i) Obtain and maintain FAA waivers, CoAs, and other regulatory approvals required for DFR operations (Motorola Managed Services may assist as agreed). (ii) Ensure Part 107 certified pilots and appropriate SOP/SRM/PPE are in place. (c) Technical Readiness (i) and launch sites), LTE fallback, firewall configurations, electrical, and other prerequisites. (d) Deployment Requirements & Site Prep (i) Meet site preparation, power, environmental, mounting/security, airspace, maintenance access, and backup landing zone requirements as outlined in Schedule C. (e) Accounts & Security BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 29 (REV. 12.11.24) (i) Provide Authorized User emails; maintain account/password security; promptly notify Motorola/BRINC of security issues. (f) Operations & Data (i) Properly configure and use the services; secure, protect, and back up content; implement encryption and routine archiving as needed. 6. ASSUMPTIONS The Services are provided under the following assumptions: (a) Customer will meet all system requirements and maintain them during the term. (b) Material scope changes post CIQ require a change order (fees/timeframe adjustments may apply). (c) DFR docking station and infrastructure (if included) will be installed only after Customer meets the prerequisites defined in Schedule C. 7. EXCLUSIONS. Unless expressly stated, the following are excluded from the Services: (a) Customer network hardware configuration and maintenance. (b) Third party platform licensing not listed herein. (c) Long term managed operations. (d) Post CIQ configuration changes without a change order. 8. TRAINING BRINC will provide the following training: (a) Flight Hardware Training: Manual RC flight basics, emergency override maneuvers, hardware limitations. (b) BRINC Software Training: Admin overview, safety features, geofence editor usage, teleoperation basics. (c) Operational Validation: Test flights within geofenced areas; validate launch/landing reliability. BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 30 (REV. 12.11.24) 9. ACCEPTANCE CRITERIA The solution will be deemed accepted upon: (a) Successful completion of agreed work packages and test flights demonstrating DFR functionality, as set forth on Schedule D. (b) Delivery of all documentation (CIQ, IP plans, admin portal credentials, configuration docs). (c) Go Live commencement. (d) Resolution (or documented plan) for any material issues blocking operational use. 10. SUPPORT & SLAS BRINC provide the following support Services: (a) Go Live Support: 8 weeks post implementation. (b) Ongoing Support: 24x7x365 via Intercom, phone, and email; on site support if issues cannot be resolved virtually. (c) Data Handling: Data will not be intentionally deleted prior to termination; however, certain media (e.g., video/images >30 days) may be deleted per platform policy (adjust to your policy). (d) Support Program set forth on Schedule B BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 31 (REV. 12.11.24) SCHEDULE A BRINC EQUIPMENT WARRANTY & REPLACEMENT POLICY 1. Hardware Warranty. Motorola warrants that BRINC Equipment is free from defects in Equipment purchased by Customer under the BRINC Support Program, Motorola warrants such BRINC Equipment is free from defects in workmanship and materials from the date of 2. Disclaimers. Except as expressly provided herein, BRINC and Motorola provides all BRINC Equipment and BRINC Services "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Non-BRINC Materials are not covered by the limited hardware warranty described in Section 1 of this Schedule above and are only subject to the warranties of the third-party provider or manufacturer. 3. Claims. If BRINC or Motorola receives a valid warranty claim for BRINC Equipment repair or replace such BRINC Equipment with the same or like BRINC Equipment, at The limited hardware warranty of the replacement BRINC Equipment will be the longer of (a) the remaining limited hardware warranty term of the original BRINC Equipment or (b) 90-days from the date of repair or replacement. 4. Exclusions to follow BRINC Equipment use instructions, including those set forth in the applicable BRINC Equipment documentation; (b) BRINC Equipment used with equipment not manufactured or recommended by BRINC; (c) abuse, misuse, or intentional damage to the BRINC Equipment; (d) force majeure; (e) BRINC Equipment repaired or modified by persons other than BRINC, without with a defaced or removed serial number; or and flying the BRINC Equipment prior to or its Authorized use of the BRINC Equipment. 5. Replacement BRINC Equipment. BRINC or Motorola may permit Customer to exchange BRINC Equipment or a part thereof. In such events, subject to Section 4 of this Schedule, the Before delivering BRINC Equipment for any BRINC Services (including replacement services), Customer must download BRINC Equipment data and retain a copy. BRINC is not responsible for any loss of software, data, or other information contained in storage media or any part of the BRINC Equipment sent to BRINC for BRINC Services. BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 32 (REV. 12.11.24) 6. Spare BRINC Equipment applicable, BRINC or Motorola may provide Customer a predetermined number of spare BRINC Equipment. Spare BRINC Equipment is intended to replace broken or non-functioning units while BRINC or Motorola repairs or replaces the broken or non-functioning units through the warranty return process. Title and risk of loss for all spare BRINC Equipment shall pass to Customer in accordance with the Agreement. BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 33 (REV. 12.11.24) SCHEDULE B BRINC SUPPORT PROGRAM If the Customer purchases BRINC Support Program or a bundle including BRINC Support Program, this appendix applies. 1. BRINC Support Program -service warranty that starts on the Subscription commencement date and terminates as detailed in the Proposal. The extended warranty includes (i) unlimited repairs on BRINC Equipment and (ii) for any BRINC Equipment that cannot be repaired, up to 1 replacement per year for the Responder and Guardian Camera payload, and unlimited replacements for any other BRINC Equipment that BRINC is unable to repair between hardware Upgrades (as defined below). Customer is to return the destroyed device or provide reasonable documentation that the device was destroyed (i.e. pictures or video). The BRINC Support Program is available to agencies only upon completion of BRINC certified training on the associated product or service. 2. BRINC Support Program Upgrade. If Customer has no outstanding payment obligations and purchased BRINC Support Program, BRINC will provide Customer a new BRINC Lemur, Responder or Guardian Drone, corresponding Stations and/or BRINC Ball as scheduled in the provide an upgrade that is the same or like BRINC Device, at option. BRINC makes no guarantee the Upgrade will utilize the same accessories. Upgrades exclude new products that BRINC introduces and markets as distinct products or applications. New or additional BRINC products and applications, as well as any BRINC professional services are not included. Neither BRINC nor Motorola will offer any warranty for such BRINC Equipment that has been replaced with an Upgrade, and will have no liability for any damages relating to the use of such BRINC Equipment. BRINC and Motorola will not and have no obligation to provide Upgrades once the BRINC Support Program terminates for any reason. 3. Upgrade Delay. BRINC may ship the Upgrades as scheduled in the Proposal without prior confirmation from Agency. BRINC may ship the final Upgrades as scheduled in the Proposal 60 days before the end of the Subscription Term without prior confirmation from Customer. 4. Upgrade Change. If Customer wants a different BRINC Equipment model from the Upgrade offered by BRINC, Customer must pay the price difference between the MSRP for the desired BRINC Equipment and the MSRP for the Upgrade. If the model Customer desires has an MSRP less than the MSRP of the offered Upgrade, Motorola will not provide a refund. The MSRP is the MSRP in effect at the time of the Upgrade. 5. Firmware Updates. BRINC will provide Updates to BRINC Equipment firmware for as long as a BRINC Equipment is part of an active Support Program. An can be either (i) a generally available release that BRINC makes available from time to time, or (ii) a new version of BRINC software and/or firmware that enhance features and functionality, as solely determined by BRINC. BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 34 (REV. 12.11.24) 6. Original BRINC Device. Following receipt of an Upgrade, Customer will retain the original BRINC Devices, provided that: (i) Customer cannot resell, gift, or donate the BRINC Devices; (ii) Customer will not allow the BRINC Devices to be used for personal use; (iii) Customer must retain direct custody and control of the BRINC Devices; and (iv) BRINC will offer no warranty for those BRINC Devices and will have no liability for any damages relating to the use of such BRINC Devices (as the warranty for such devices will have shifted to the Upgrade). BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 35 (REV. 12.11.24) SCHEDULE C CUSTOMER DEPLOYMENT REQUIREMENTS (DFR SITE & DOCK READINESS) Site Preparation Base STATION Infrastructure: Station placement must be possible via ground transport, crane, or walking access with standard door clearance. Power and network access as specified below. RF Site Infrastructure: Safe accessibility; minimum surface area for Non-Penetrating RF Pole directed by BRINC). Both RF options must have an unobstructed 360° view of the geographical flight area (i.e. RF array above all obstructions) and installed away from other high powered RF or cellular antennae. RF access must be possible via standard door clearance or roof hatch. Power and network access as specified below. Power Continuous 110V/20A (outdoor rated plugs/protection), surge protection, battery backup where Network/Backhaul Dedicated hard-wired internet access with LTE or similar fallback preferred, properly configured firewall rules, outdoor IP-rated connectors and wiring. Environmental & Physical Security Weatherproofing, secure mounting, controlled access. Flight Safety & Airspace No fly zones reviewed; documented RF/geofencing compliance; defined backup landing area. Maintenance Access Routine access, maintenance plan for cleaning, battery management, firmware updates. Documentation & Compliance Site layout, network diagrams, operational SOP, permits/insurance, logging/ticketing for incidents. Backup Safe Landing Area , clear view of the sky with obstruction free vertical corridor above, clearly marked, traffic restricted. Preferred: Same altitude as station. BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 36 (REV. 12.11.24) SCHEDULE D ACCEPTANCE TEST PLAN (ATP) Functional Tests LiveOps connectivity, drone telemetry, flight log validation, geofence enforcement. Operational Tests Launch/land cycles, teleoperation handoff (if applicable), emergency failsafe procedures. BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 37 (REV. 12.11.24) TAKEOFF Program Addendum Customer, and shall be subject to, and governed by, the terms of the MCA, or other agreement between Motorola and Customer, as applicable, including any applicable addenda (the Unless the context otherwise requires, all capitalized terms used but not defined herein shall have the meanings set forth in the MCA and DA which may be found at: https://www.motorolasolutions.com/en_us/about/legal/us_terms.html. If you are purchasing drone or unmanned aerial vehicle and related Products manufactured, as part of the TAKEOFF Program ( from Motorola on behalf of your employer or another entity, you warrant that: (a) you have authority to bind your employer or the applicable entity, as to this TOPA; (b) you have read and understand this TOPA; and (c) on behalf of the Customer that you represent, you agree to this TOPA. If you do not have the legal authority to bind your employer or the applicable entity as Customer to this TOPA, please and related Services and Licensed Software. respect to conflicting terms in the Agreement or any other applicable Addendum (including, but only as applicable to the BRINC Products purchased under this TOPA and not with respect to other Products. For the avoidance of doubt, BRINC Products which are purchased under the Agreement (and, where applicable, the DA) which are not part of the TAKEOFF Program shall not be subject to this TOPA. Unless otherwise stated in this TOPA, the terms of the Agreement, including the DA apply. 1. THE FIRST YEAR OF THE SUBSCRIPTION. As set forth in the Proposal, Customer has agreed to a multi- All and each renewal year (each a Subscription in this TOPA shall refer to the BRINC Subscription. The Initial Subscription Period of the BRINC Subscription is subject to the following terms: 1.1. Title. Title to the BRINC Equipment shall transfer to Customer at the commencement of the first Renewal Subscription Year. During the Initial Subscription Period the BRINC Equipment shall be the sole property of BRINC. Customer shall have no rights whatsoever in or to the BRINC Products other than the right to use the BRINC Products during the Initial Subscription Year. Customer shall have the benefit of the Support Program as set out in the Proposal, however Customer shall reimburse Motorola for the cost of any Motorola Solutions, Inc Drone Addendum v7.22.25 US 1 BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 38 (REV. 12.11.24) necessary repairs or replacement of the BRINC Equipment for damage not covered by the Support Program. 2. CUSTOMER RESPONSIBILITIES 2.1. Customer Obligations. Customer shall fulfil the Customer Obligations as set out 2.2. Feedback. Customer may provide Motorola internal reports and feedback to assist in improving the TAKEOFF Program. Motorola and BRINC may use such internal reports and feedback to develop or improve their Products and Services (including without limitation BRINC Products) 2.3. Reference. Motorola or BRINC may request that Customer act as a public reference or that Customer participate in a case study. 2.4. Exclusivity. During the Initial Subscription Period, Customer shall use Products Products covered by the TAKEOFF Program, and shall not, until the commencement of the first Renewal Subscription Period, deploy or purchase any autonomous docked drone platform or DFR product from a third party 2.5. Compatibility. Customer is responsible for ensuring that any Customer-Provided Equipment and any alterations to the applicable network with which the BRINC Products are to be used are compatible with the BRINC Product. 3. EARLY TERMINATION 3.1. Customer Termination. Customer may terminate the BRINC Subscription without penalty by giving notice to Motorola up to 30 days prior to the commencement of the first Renewal Subscription Year. 3.2. Motorola Termination. During the Initial Subscription Year, Motorola may terminate the BRINC Subscription immediately by giving notice to Customer should: 3.2.1. Customer fail to fulfill a Customer Obligation pursuant to Section 2.1; or 3.2.2. Customer deploy or purchase a Competing Product. 4. ON TERMINATION On termination pursuant to Section 3, Motorola or its subcontractors (including BRINC or its subcontractors) shall remove the BRINC Equipment from Software and SaaS Products (as defined in the Agreement) provided or made available by BRINC. Customer will cooperate with such removals and deactivations (including without limitation by allowing Motorola and its subcontractors (including BRINC and its Motorola Solutions, Inc Drone Addendum v7.22.25 US 2 BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 39 (REV. 12.11.24) subcontractors) to access Customer facilities for such purpose. Motorola shall work with 5. SURVIVAL The following sections of this TOPA survive termination of this Agreement: Sections 1 and 4. Motorola Solutions, Inc Drone Addendum v7.22.25 US 3 BRINC MSI Takeoff Program Contract No. 32600176 Motorola Solutions, Inc. 40 (REV. 12.11.24)