Agreement - Motorola Solutions Inc Dispatch Consoles Maint and Warrantly

SERVICES AGREEMENT
MOTOROLA SOLUTIONS, INC.

This Services Agreement ("Agreement") is entered into and effective between the CITY OF GLENDALE, an
Arizona municipal corporation ("City") and Motorola Solutions, Inc., a Delaware corporation ("Motorola"), as of
the day of

2022 (“Effective Date”).

RECITALS

A. City intends to undertake a project for the benefit of the public and with public funds (the "Project");

B. City desires to retain the professional services of Motorola to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit A, Project, and Exhibit B, Scope of Work (“Scope”);
C. Motorola desires to provide City with services (“Services”) consistent with industry-best practices and the
standards set forth in this Agreement, in order to complete the Project; and
D. City and Motorola desire to memorialize their agreement with this document.
AGREEMENT

The parties hereby agree as follows:

1. Motorola’s Work.
1.1 Services. Motorola will provide all Services necessary to assure the Project is completed timely and

1.2

1.3

efficiently consistent within Project requirements,

Standard. Motorola must perform Services in accordance with the standards of due diligence, care,

and quality prevailing among Motorola having substantial experience with the successful furnishing
of Services for projects that are equivalent in size, scope, quality, and other criteria under the
Project and identified in this Agreement.

Licensing. Motorola warrants that:

a.

Motorola currently holds all appropriate and required licenses, registrations and other
approvals necessary for the lawful furnishing of Services ("Approvals"); and

Neither Motorola nor any Subcontractor has been debarred or otherwise legally excluded
from contracting with any federal, state, or local governmental entity ("Debarment").

(1) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, or to examine Motorola's contracting ability.

(2 Motorola must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of Motorola to notify City as
required will constitute a material default under the Agreement.

Compliance.

Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other
standards and criteria designated by City.

Motorola must not discriminate against any employee or applicant for employment on the
basis of race, color, religion, sex, national origin, age, marital status, sexual orientation,
gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status or any disability. Motorola will require any Subcontractor to be bound to the same

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requirements as stated within this section. Motorola, and on behalf of any Subcontractors,
warrants compliance with this section.

2. Compensation for the Project.
21 Compensation. Motorola's compensation for the Project, including those furnished by its

2.2

Subcontractors will not exceed $236,000 as specifically detailed in Exhibit C ("Compensation").

Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.

a. Adjustments to Compensation require a written amendment to this Agreement and may
require City Council approval.
b. Additional services which are outside the Scope of the Project contained in this Agreement

may not be performed by Motorola without prior written authorization from the City.

c. Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in
the Exhibits and accompanying attachments, the provisions of this Agreement shall take
priority and govern the conduct of the parties.

3. Billings and Payment.

3.1 Applications.

a. Motorola will submit invoices (each, a "Payment Application") directly to
glendalepolicepayables@glendaleaz.com and City will remit payments based upon the
Payment Application as stated below. Motorola will invoice Customer annually in advance
of each year of the plan.

3.2 Payment.

a. After a full and complete Payment Application is received, City will process and remit
payment within 30 days.

4. Termination.

4.1 For Convenience. City may terminate this Agreement for convenience, without cause, by
delivering a written termination notice stating the effective termination date, which may not be less
than 30 days following the date of delivery.

a. Motorola will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasonable costs incurred.

b. Motorola will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of
the required items to the City.

4.2 For Cause. Either Party may terminate the Agreement if the other Party breaches a material
obligation under the Agreement and does not cure such breach within thirty (30) days after receipt
of notice of the breach or fails to produce a cure plan within such period of time.

5. Conflict. Motorola acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for

cancellation of this Agreement in the event any person who is significantly involved in initiating,
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee or agent of
Motorola of any other party to this Agreement.

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Insurance. For the duration of the term of this Agreement, Motorola shall procure and maintain insurance
against claims for injuries to persons or damages to property which may arise from or in connection with
the performance of all tasks or work necessary to complete the Project as herein defined. Such insurance
shall cover Motorola, its employee(s), and protect Motorola for any actions where a Motorola subcontractor
is named in a lawsuit.

6.1

6.2.

6.3

Scope and Limit of Insurance. Coverage must be at least as broad as:

a.

Commercial General Liability (CGL): Insurance Services Office Form CG 00 01,
including products and completed operations, with limits of $5,000,000 per occurrence for
bodily injury, personal injury, and property damage. If a general aggregate limit applies,
either the general aggregate limit shall apply separately to this project/location or the
general aggregate limit shall be twice the required occurrence limit.

Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1
(any auto), with limits $5,000,000 per accident for bodily injury and property damage.

Worker’s Compensation: Insurance as required by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of $5,000,000 per accident for
bodily injury or disease.

Indemnification.

a.

To the fullest extent permitted by law, Motorola must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an
"Indemnified Party," collectively, the "Indemnified Parties") for, from, and against actual
third-party claims, demands, actions, damages, judgments, settlements, personal injury
(including sickness, disease, death, and bodily harm), or direct damage to tangible and
intangible property, including attorneys' fees and litigation expenses (each, a "Demand or
Expense" collectively "Demands or Expenses") asserted by a third-party (i.e. a person or
entity other than City or Motorola) to the extent caused by Motorola’s negligence, gross
negligence or willful misconduct while performing its duties under this Agreement.
Motorola’s duties under this Section are conditioned upon: (a) Customer promptly
notifying Motorola in writing of the Claim; (b) Customer cooperating with Motorola and, if
requested by Motorola, providing reasonable assistance in the defense of the Claim. It is
the specific intention of the parties that Motorola shall, in all instances, except for Claims
arising solely from the negligent or willful acts or omissions of the City, be indemnified by
Motorola from and against any and all claims. It is agreed that Motorola will be responsible
for primary loss investigation, defense and judgement costs where this indemnification is
applicable. In consideration of the award of this contract, Motorola agrees to waive all
rights of subrogation against the City.

This indemnity and hold harmless provision applies even if a Demand or Expense is in
part due to the Indemnified Party's negligence or breach of a responsibility under this
Agreement, but in that event, Motorola will be liable only to the extent the Demand or
Expense results from the negligence or breach of a responsibility of Motorola or of any
person or entity for whom Motorola is responsible.

Motorola is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.

Other Insurance Provisions. The insurance policies required by the Section above must contain,
or be endorsed to contain the following insurance provisions:

a.

The City, its officers, officials, employees and volunteers are to be included as
additional insureds of the CGL and automobile policies for any liability arising from or
in connection with the performance of all tasks or work necessary to complete the Project
as herein defined. General liability coverage can be provided in the form of an

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endorsement to Motorola’s existing insurance policies, provided such endorsement is at
least as broad as ISO Form CG 20 10 and CA2048 versions 0413.

b. For any claims related to this Project, Motorola’s insurance coverage shall be primary
insurance. Any insurance or self-insurance maintained by the City, its offers, officials,
employees or volunteers shall be in excess of Motorola’s insurance and shall not contribute
with it.

c Each insurance policy required by this Section shall provide that coverage shall not be
canceled, except after providing notice by Motorola to the City.

6.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VII, unless Motorola has obtained prior approval from the City stating that a non-
conforming insurer is acceptable to the City.

6.5 Workers Compensation Waiver of Subrogation. Motorola agrees to obtain any endorsement that
may be necessary to effect this waiver of subrogation. The Workers’ Compensation Policy shall be
endorsed with a waiver of subrogation in favor of the City for all work performed by Motorola, and
its employees.

6.6 Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Motorola shall
furnish the City with PDF certificates and required amendatory endorsements, making the coverage
required by this Agreement effective. All certificates and endorsements must be received and
approved by the City before work commences. Failure to obtain, submit or secure the City’s
approval of the required insurance policies, certificates or endorsements prior to the City’s
agreement that work may commence shall not waive Motorola’s obligations to obtain and verify
insurance coverage as otherwise provided in this Section.

Motorola’s failure to obtain, submit or secure the City’s approval of the required, certificates or
endorsements shall not be considered a Force Majeure or defense for any failure by Motorola to
comply with the terms and conditions of the Agreement, including any schedule for performance
or completion of the Project.

6.7 Special Risk or Circumstances. The City reserves the right to modify these insurance requirements,
including any limits of coverage, based on the nature of the risk, prior experience, insurer, coverage
or other circumstances unique to Motorola, the Project or the insurer with written agreement.

E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, Motorola warrants its
compliance and that of its Subcontractors with all federal immigration laws and regulations that relate to
their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). Motorola
certifies that it complies with all I-9 regulations, it uses eVerify nationwide for all employees, and it does not
knowingly employ anyone who is not authorized to work. Motorola or Motorola Subcontractor’s breach of
this warranty shall be deemed a material breach of the Agreement and may result in the termination of the
Agreement by the City under the terms of this Agreement.

No Boycott of Israel. To the extent A.R.S. § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in,
a boycott of goods or services from Israel, as that term is defined in A.R.S. § 35-393.

Notices.
9.1 A notice, request or other communication that is required or permitted under this Agreement (each
"Notice") will be effective only if
a. The Notice is in writing; and
b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).
c. Notice will be deemed to have been delivered to the person to whom it is addressed as of

the date of receipt, ift

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(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier

service; or
(2) As of the next business day after receipt, if received after 5:00 p.m.
d. The burden of proof of the place and time of delivery is upon the Party giving the Notice.

e. Digitalized signatures and copies of signatures will have the same effect as original
signatures.

9.2 Concurrent Notices.

a. All notices to City's Representative must be given concurrently to City Manager and City

Attorney.

City Manager City Attorney

City of Glendale City of Glendale

5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301

b. A notice will not be deemed to have been received by City's representative until the time
that it has also been received by the City Manager and the City Attorney.

c. City may appoint one or more designees for the purpose of receiving notice by delivery of
a written notice to Motorola identifying the designee(s) and their respective addresses for
notices.

9.3 Representatives.
a. Motorola. Motorola's Representative ("Motorola's Representative"), authorized to act on

Motorola's behalf with respect to the Project, and his or her address for Notice delivery is:

Motorola Solutions, Inc.

c/o Rob White, Customer Support Manager
500 W Monroe Street

Chicago, IL 60661

b. City. City's Representative ("City's Representative"), authorized to act on City's behalf, and
his or her address for Notice delivery is:

City of Glendale Police Department
c/o Chief of Police

6835 N 57% Drive

Glendale, Arizona 85301

9.4 Invoices.
a. Invoices (Payment Applications) are routine in nature and are not considered “Notices”
subject to the Notices provision.
10. Entire Agreement; Survival; Counterparts; Signatures.

10.1 Integration. This Agreement contains, except as stated below, the entire agreement between City
and Motorola and supersedes all prior conversations and negotiations between the parties regarding

the Project or this Agreement.
a. Neither Party has made any representations, warranties or agreements as to any matters
concerning the Agreement's subject matter.
b. Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.
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1.

10.3

10.4

10.5

10.6

10.7

Term.

11.1

c. Inconsistencies between the solicitation, any addenda attached to the solicitation, the
response or any excerpts, if any, and this Agreement, will be resolved by the terms and
conditions stated in this Agreement.

Interpretation.

a. The parties fairly negotiated the Agreement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.

b. The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.

c. The Agreement will be interpreted in accordance with the laws of the State of Arizona.

Survival. Except as specifically provided otherwise in this Agreement, each warranty,
representation, indemnification and hold harmless provision, insurance requirement, and every
other right, remedy and responsibility of a Party, will survive completion of the Project, or the
earlier termination of this Agreement.

Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.

Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.

Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or unenforceable
provision will be reformed to conform with applicable law.

Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.

The term of this Agreement commences upon the effective date and continues for a one-year initial
period. The City may, at its option and with the approval of Motorola, extend the term of this
Agreement for an additional four (4) one-year periods, renewable on an annual basis. Motorola will
be notified in writing by the City of its intent to extend the Agreement period at least thirty (30)
calendar days prior to the expiration of the original or any renewal Agreement period. There are no
automatic renewals of this Agreement.

Extension for Procurement Processes. Upon the expiration of the Term of this Agreement,
including the initial term and any renewals, at the City’s sole discretion, this Agreement may be
extended on a month-to-month basis for a maximum of six (6) months to allow for the City to
complete its procurement process to select a vendor to provide the services/materials similar to
those provided under this Agreement. The City will notify Motorola in writing of its intent to
extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any
extension provided under this subsection will continue under the same terms and conditions as in
effect immediately prior to the expiration of the then-current term.

Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.

Exhibit A Project
Exhibit B Scope of Work
Exhibit C Compensation

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The parties enter into this Agreement effective as of the date shown above.

City of Glendale,
an Arizona municipal corporation

By: Kevin R. Phelps
Its: City Manager
ATTEST:

Julie K. Bower
City Clerk (SEAL)

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

Motorola Solutions, Inc.,
a Delaware corporation

Rob White

By: Robert White, CSM

Its: Authorized Representative

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EXHIBIT A

SERVICES AGREEMENT
MOTOROLA SOLUTIONS, INC.

PROJECT

Motorola will provide dispatch console maintenance and warranty.

EXHIBIT B

SERVICES AGREEMENT
MOTOROLA SOLUTIONS, INC.

SCOPE OF WORK

See Motorola’s attached Service Agreement Quote, Number QUOTE-1332005, including Motorola’s Service Terms
and Conditions.

PAA) MOTOROLA SOLUTIONS

500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336

Date: 09/02/2020

SERVICE AGREEMENT

Quote Number

Contract Number:
Contract Modifier:

: QUOTE-1332005

USC000003120
R02-SEP-20 20:22:37

Company Name: GLENDALE, CITY OF Required P.O. :
Customer #: 1000040501
Attn: Bill to Tag #:
Billing Address: 6835 N 87TH DR Contract Start Date : 01-Sep-2021
g Contract End Date : 31-Aug-2022
City, State, Zip: GLENDALE , AZ, 85301 Anniversary Day : Aug 31st
Payment Cycle : ANNUALLY
Customer Contact: 50 #:
Phone:

Qty Service Name Service Description Extended Amt
SVC02SVC0201A ASTRO SUA II UO IMPLEMENTATION SERVICES $0.00
SVC02SVC03444 RELEASE IMPLEMENTATION TRAINING $0.00
SVC02SVC0343A RELEASE IMPACT TRAINING $0.00
LSV01S01107A ASTRO SYSTEM ESSENTIAL PLUS PACKAGE $42,664.00
SVC04SVC0169A SYSTEM UPGRADE AGREEMENT I $0.00
SVC02SVC0433A ASTRO SUA II FIELD IMPLEMENTATN SVC $0.00

Subtotal - Recurring Serviceg $3,555.33 $42,664.00
Subtotal - One-Time Event Services $0.00 $0.00
Tota) $3,555.33 $42,664.00

THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE

APPLICABLE, TO BE VERIFIED BY MOTOROLA

SPECIAL INSTRUCTIONS:
DISP CONSOLE CONTRACT
MSI! Technical Support

MSI Dispatch

MSI Onsite Support w/FSO
MSI Repair and Return

MSI Security Monitoring

UPGRADE SERVICES supported via RWC UPGRADE Contract

| received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms and
Conditions, a copy of which is attached to this Service Agreement, is incorporated herein by this reference.

Chief of Police

1/11/2022

AUTHORIZED CUSTOMER SIGKATURE

TITLE

DATE

AA) MOTOROLA SOLUTIONS

500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336

SERVICE AGREEMENT

Quote Number : QUOTE-1332005
Contract Number: USC000003120
Contract Modifier: RO2-SEP-20 20:22:37

Chris Briggs
CUSTOMER (PRINT NAME)
Rob white Customer Service Manager January 11th, 2022
MOTOROLA REPRESENTATIVE(SIGNATURE) TITLE DATE

ROB WHITE

602-316-2149

MOTOROLA REPRESENTATIVE(PRINT NAME)

Company Name : GLENDALE, CITY OF
Contract Number: | USC000003120
Contract Modifier: | RO2-SEP-20 20:22:37
Contract Start Date : 01-Sep-2021

Contract End Date: 31-Aug-2022

PHONE

PAA) MOTOROLA SOLUTIONS SERVICE AGREEMENT

500 W Monroe Street Guote thor : Gscooga oasee
Chi vIL. 61 ontract Number: 20
lng ae Contract Modifier: RO2-SEP-20 20:22:37

Service Terms and Conditions

Motorola Solutions Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows:

Section 1. APPLICABILITY
These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support, or
other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement.

Section 2. DEFINITIONS AND INTERPRETATION

2.1 “Agreement” means these Maintenance Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as
applicable; and any other attachments, all of which are incorporated herein by this reference. in interpreting this Agreement and resolving any ambiguities,
these Maintenance Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments,
unless the cover page or attachment states otherwise.

2.2 “Equipment” means the equipment that is specified in the attachments or is subsequently added to this Agreement.
2.3 “Services” means those installation, maintenance, support, training, and other services described in this Agreement.

Section 3. ACCEPTANCE
Customer accepts these Maintenance Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes
binding only when accepted in writing by Motorola. The term of this Agreement begins on the “Start Date” indicated in this Agreement.

Section 4. SCOPE OF SERVICES
4.1 Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement.
At Customer's request, Motorola may also provide additional services at Motorola’s then-applicable rates for the services.

4.2 If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth
in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed

4.3 If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment
may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires.

4.4 All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by
Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any
Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the
month in which Motorola receives the written notice.

4.5 Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments.

4.6 If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of
Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment.

4.7 Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the
level of Service purchased as indicated in this.

Section 5. EXCLUDED SERVICES

5.1 Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary,
intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges,
neglect, acts of God or other force majeure events.

5.2 Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries
or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or
software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler.
Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment
malfunction caused by the transmission medium.

PAA) MOTOROLA SOLUTIONS SERVICE AGREEMENT

500 W Monroe Street Quote Number : Gsconsae egos
Chicago, IL. 60661 ontract Num er: 00031 20 :
(888) 325-9336 Contract Modifier: RO2-SEP-20 20:22:37

Section 6. TIME AND PLACE OF SERVICE

Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location, Customer will provide
Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment.
Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to
the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise
Stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this
Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or
expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses.

Section 7. CUSTOMER CONTACT
Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day,
seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola.

Section 8. INVOICING AND PAYMENT

8.1 Customer affirms that a purchase order or notice to proceed is not required for the duration of this service contract and will appropriate funds each
year through the contract end date. Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each
payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date

8.2 Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result
of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. The Customer will pay all
invoices as received from Motorola. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on
invoices for payment in accordance with this Agreement.

8.3 For multi-year service agreements, at the end of the first year of the Agreement and each year thereafter, a CPI percentage change calculation shall
be performed using the U.S.Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI-U). Should the annual inflation rate
increase greater than 3% during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount
exceeding 3%. All items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the
annual average for the new year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the CPI reported an increase of
8%, Motorola may increase the Year 6 price by 5% (8%-3% base).

Section 9. WARRANTY

Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date
the performance of the Services are completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to fe-perform the
non-conforming Service or to refund, on a pro-rata basis, the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.

Section 10. DEFAULT/TERMINATION

10.1 If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a written and detailed notice of the
default. The non-performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and
begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured
party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination
to the defaulting party.

10.2 Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which
may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of
this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services.

10.3 Ifthe Customer terminates this Agreement before the end of the Term, for any reason other than Motorola default, then the Customer will pay to
Motorola an early termination fee equal to the discount applied to the last three (3) years of Service payments for the original Term.

Section 11. LIMITATION OF LIABILITY
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 Service provided under this Agreement.

AA) MOTOROLA SOLUTIONS SERVICE AGREEMENT

500 W Monroe Street guote Pr tied : ed 332005
Chicago, IL. 60661 ontract Num er: 00003120 ;
(888) 325-9336 Contract Modifier: RO2-SEP-20 20:22:37

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 AGREEMENT OR
THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. 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. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision.

Section 12. EXCLUSIVE TERMS AND CONDITIONS

12.1 This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the
Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The
Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties.

12.2 Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference
to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order,
acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the
intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized
representatives of both parties.

Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS

13.1 Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this
Agreement will remain Motorola’s property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request.
Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use
confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive
the expiration or termination of this Agreement.

13.2 Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be
deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost
and pricing data.

13.3 This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright,
trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed
under this Agreement.

Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS

Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal,
state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its
employees is an agent or representative of Customer in any governmental matters.

Section 15. COVENANT NOT TO EMPLOY

During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment
of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This
provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this
provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law.

Section 16. MATERIALS, TOOLS AND EQUIPMENT

All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and
remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage
to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from
Customer's premises by Motorola at any time without restriction.

Section 17. GENERAL TERMS
17.1 Ifany court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect.

17.2 This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are
performed.

17.3 Failure to exercise any right will not operate as a waiver of that right, power, or privilege.

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17.4 Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's reasonable control, such as strikes,
material shortages, or acts of God.

17.5 Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.

17.6 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.

17.7 THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS
EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION
TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may
adjust the price of the Services to reflect its current rates.

17.8 If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or
expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola’s then effective hourly rates.

17.9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the Agreement. The parties may execute this
Agreement in writing, or by electronic signature, and any such electronic signature shall have the same legal effect as a handwritten signature for the
purposes of validity, enforceability and admissibility. 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

Revised June 16, 2018

EXHIBIT C

SERVICES AGREEMENT
MOTOROLA SOLUTIONS, INC.

COMPENSATION

NOT-TO-EXCEED AMOUNT

The total amount of compensation paid to Motorola for full completion of all work required by the Project during
the entire term of the Project must not exceed $236,000.

DETAILED PROJECT COMPENSATION

The cost for the initial one-year period is $42,664. The total compensation over the entire term of the Project
allows for a potential 5% rate increase annually.

4/29/2021