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Agreement A-25-375 with Motorola Solutions Inc..pdf
Fresno County Sheriffs Office Agreement No. 25-375 County Jail Video Sourcewell Motorola Solutions Customer Agreement This Motorola Solutions Customer Agreement (the "MCA" or"Agreement") is entered into on August 5, 2025 (the "Effective Date")between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 ("Motorola")and the County of Fresno, a political subdivision of the State of California ("Customer"). Motorola and Customer will each be referred to herein as a "Party" and collectively as the "Parties". WHEREAS, Customer desires to purchase from Motorola and Motorola desires to sell to Customer certain Public Safety Solutions with Related Equipment, Software, Accessories, or Services; and WHEREAS, Sourcewell ("Sourcewell") is a State of Minnesota local government agency and service cooperative offering cooperative procurement solutions to government entities that access Sourcewell's cooperative purchasing contracts ("Participating Entities"); WHEREAS, on July 4, 2021, Sourcewell and Motorola entered into a contract identified as 042021-MOT, ("042021-MOT"), which provides that Participating Entities may purchase technology and hardware solutions (Public Safety Technology and Hardware Solutions)from Motorola pursuant to certain terms contained therein; and WHEREAS, pursuant to Article 6.13 of 042021-MOT, Motorola and Customer now wish to enter into this Agreement to delineate the specific terms of the purchase of Public Safety Technology and Hardware Solutions and Public Safety Software from Motorola by Customer. For good and valuable consideration, the Parties agree as follows: Section 1. Agreement. 1.1. Scope; Agreement Documents. This MCA governs Customer's purchase of Products and Services (as each are defined below) from Motorola. Additional terms and conditions applicable to specific Products and Services are set forth in one or more Motorola prepared or agreed upon addenda attached to this MCA (each an "Addendum", and collectively the "Addenda"). This MCA, the Exhibits, and Addenda collectively form the Parties' "Agreement". 1.2. Attachments. The Exhibits listed below will be attached hereto and incorporated into and made a part of this Agreement: Exhibit A Software License Addendum Exhibit B Statement of Work, Equipment and Warranty Exhibit C Compensation/Pricing MOTOROLA SOLUT10f�S Page 1 Fresno County Sheriff's Office County Jail Video 1.3. Order of Precedence. In interpreting this Agreement and resolving any ambiguities: 1) the main body of this Agreement takes precedence over the exhibits (unless otherwise specified in an exhibit), and any inconsistency between Exhibits A through C will be resolved in their listed order. Section 2. Definitions. "Authorized Users" means Customer's employees, full-time contractors engaged for the purpose of supporting the Products and Services or otherwise approved by Motorola in writing (email from an authorized Motorola signatory accepted), which may include affiliates or other Customer agencies. "Change Order" means a written amendment to this Agreement after the effective date that alters the work, the contract sum, the contract time, or other change mutually decided between the Parties. "Communications System" is a solution that includes at least one radio Product, whether devices, software, or infrastructure, and requires Integration Services to deploy such radio Product at a Customer Site or onto any Customer-Provided Equipment or Equipment provided to Customer. "Contract Price" means the price for the Communications System and implementation Services, excluding applicable sales or similar taxes and freight charges. Further, unless otherwise stated in Exhibit C "Payment" or the pricing pages of the Proposal, recurring fees for maintenance, SUA, or Subscription Software are included in the Contract Price. "Confidential Information" means any and all non-public information provided by one Party to the other that is disclosed under this Agreement in oral, written, graphic, machine recognizable, or sample form, that is exempt from disclosure under the California Public Records Act, Gov. Code § 7920.000, et. seq. "Customer Contact Data" has the meaning given to it in the DPA. "Customer Data" has the meaning given to it in the DPA. "Customer-Provided Equipment" means components, including equipment and software, not provided by Motorola which may be required for use of the Products and Services. "Data Processing Addendum" or"DPA' means the Motorola Data Processing Addendum applicable to processing of Customer Data for US customers, as updated, supplemented, or superseded from time to time. The DPA is located at https://www.motorolasolutions.com/content/dam/msi/docs/msi-standards terms- conditions/motorola solutions united states data processing addendum online version. ®MOTOROLA SOLUTIONS Page 2 Fresno County Sheriff's Office County Jail Video pdf and is incorporated into and made a part of this Agreement for all purposes pertaining to the contents of the DPA. Where terms or provisions in the Agreement conflict with terms or provisions of the DPA, the terms or provisions of the DPA will control with respect to the contents of the DPA. "Documentation" means the documentation for the Equipment, software Products, or data, that is delivered with the Products and Services that specifies technical and performance features, capabilities, users, or operation, including training manuals, and other deliverables, such as reports, specifications, designs, plans, drawings, analytics, or other information. "Equipment" means hardware provided by Motorola. "Feedback" means comments or information, in oral or written form, given to Motorola by Customer or Authorized Users, including their end users, in connection with or relating to the Products or Services; "Fees" means charges applicable to the Products and Services. "Integration Services" means the design, deployment, and integration Services provided by Motorola in order to design, install, set up, configure, and/or integrate the applicable Products as agreed upon by the Parties. "Licensed Software" means licensed software which is either preinstalled on Equipment or installed on Customer-Provided Equipment and licensed to Customer by Motorola for a perpetual or other defined license term. "Maintenance and Support Services" means the break/fix maintenance, technical support, or other Services (such as software integration Services) described in the applicable statement of work. "Motorola Data" means data owned or licensed by Motorola and made available to Customer in connection with the Products and Services; "Motorola Materials" means proprietary software, tools, data, and other materials, including designs, utilities, models, methodologies, systems, and specifications, which Motorola has developed or licensed from third parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, or derivative works of the foregoing, whether made by Motorola or another party). Products and Services, Motorola Data, Third-Party Data, and Documentation, are considered Motorola Materials "Non-Motorola Materials" means collectively, Customer or third-party software, services, hardware, content, and data that is not provided by Motorola. "Products" or "Product" is how the Equipment, Licensed Software, and Subscription Software being purchased by the Customer will collectively be referred to in this Agreement (collectively as "Products", or individually as a "Product"). "Professional Services" are Services provided by Motorola to Customer under this Agreement the nature and scope of which are more fully described in the Proposal and ®MOTOROLA SOLUTIONS Page 3 Fresno County Sheriff's Office County Jail Video Section 2.2.5 of this Agreement. "Prohibited Jurisdiction" means any jurisdiction in which the provision of such Products and Services is prohibited under applicable laws or regulations. "Process" or "Processing" have the meaning given to them in the DPA "Services" means services related to purchased Products as described in the Proposal. "Service Completion Date" means the date of Motorola's completion of the Services described in a Proposal. "Service Use Data" has the meaning given to it in the DPA. "Site" or "Sites" means the location where the Integration Services or Maintenance and Support Services will take place. "Software System" means a solution that includes at least one software Product and requires Integration Services to deploy such software Product at a Customer Site or onto any Customer-Provided Equipment or Equipment provided to Customer. "SUA" or "SUA II" means Motorola's Software Upgrade Agreement program. "Third-Party Data" has the meaning given to it in the DPA. "Term" means the term of this MCA,which will commence on the Effective Date and continue until six (6) months after the later of (a) the termination, expiration, or discontinuance of services under the last Proposal in effect, or (b) the expiration of all applicable warranty periods, unless the MCA is earlier terminated as set forth herein. Section 3. Products and Services. 3.1. Products. Motorola will (a) sell Equipment, (b) Licensed Software, and (c) Subscription Software to Customer, to the extent each is set forth in this Agreement. At any time during the Term (as defined below), Motorola may substitute any Products at no cost to Customer, if the substitute is substantially similar to the Products set forth in this Agreement. 3.2. Services. 3.2.1. Motorola will provide Services, to the extent set forth in this Agreement. 3.2.2. Integration Services; Maintenance and Support Services. Motorola will provide (a) Integration Services at the applicable Sites, agreed upon by the Parties or (b) Maintenance and Support Services, each as further described in the applicable statement of work. Maintenance, Support Services and Integration Services will each be considered "Services", as defined above. 3.2.3. Service Proposals. The Fees for Services will be as set forth in Exhibit C of this Agreement. 3.2.4. Service Completion. Services will be deemed complete upon the Service Completion Date, or as Services are renewed or terminated. ®MOTO"OLA SOLUT10f�S Page 4 Fresno County Sheriff's Office County Jail Video 3.2.5. Professional Services 3.2.5.1. Assessment of Systems&Operations. If Customer is purchasing Professional Services to evaluate or assess networks, systems or operations, Customer acknowledges and agrees that the equipment provided by or used by Motorola to facilitate performance of the Services may impact or disrupt information systems. Except as specifically set forth in the Agreement, Motorola disclaims responsibility for costs in connection with any such disruptions of and/or damage to Customer's or a third party's information systems, equipment, voice transmissions, and data, including, but not limited to, denial or access to a legitimate system user, automatic shut-down of information systems caused by intrusion detection software or hardware, or failure of the information system resulting from the provision or delivery of the Service. Motorola agrees to cooperate with Customer to schedule any such potential damage or disruption around Customer's voice or information technology traffic and use patterns so as to reduce the risk of disruption during working hours. 3.2.5.2. Network Security. If Customer is purchasing network security assessment of network monitoring Professional Services, Customer acknowledges and agrees that Motorola does not guarantee or warrant that it will discover all of Customer's system vulnerabilities or inefficiencies. Customer agrees not to represent to third parties that Motorola has provided such guarantee. Motorola disclaims any and all responsibility for any and all loss or costs of any kind associated with vulnerabilities or security events, whether or not they are discovered by Motorola. 3.2.5.3. Application Development. If Customer purchases software application development as part of the Professional Services, the deliverables will be licensed as described in Section 2.5 - Documentation. 3.2.6. Transport Connectivity Services. Certain Communications Systems may include one or more transport connectivity services as specified in the Proposal. In addition to the terms of this MCA, transport connectivity services shall also be governed by the terms of Motorola's standard Transport Connectivity Addendum, a copy of which is available here: https://www.motorolasolutions.com/en_us/about/legal/transport-connectivity- addendum.html. 3.3. Non-Preclusion. If, in connection with the Products and Services provided under this Agreement, Motorola performs assessments of its own, or related, products or makes recommendations, including a recommendation to purchase other products or services, nothing in this Agreement precludes such efforts nor precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products or other services to Customer. Customer represents that this paragraph does not violate its procurement standards or other laws, regulations, or policies. 3.4. Customer Obligations. Customer represents that information Customer provides to Motorola in connection with receipt of Products and Services is accurate and complete in all material respects, to the best of the County's knowledge. If any assumptions in the Proposals or information provided by Customer prove to be incorrect, or if Customer fails to perform any of its obligations under this Agreement, Motorola's ability to perform its obligations may be impacted and changes to the Agreement, including the scope, Fees, and performance schedule may be required. 3.5. Documentation. Products and Services may be delivered with Documentation. Documentation is and will be owned by Motorola, unless otherwise expressly agreed in an ®MOTOROLA SOLUTIONS Page 5 Fresno County Sheriff's Office County Jail Video Addendum or Proposal that certain Documentation will be owned by Customer. Motorola hereby grants Customer a limited, royalty-free, worldwide, non-exclusive license to use the Documentation solely for its internal business purposes in connection with the Products and Services. 3.6. Motorola Tools and Equipment. As part of delivering the Products and Services, Motorola may provide certain tools, equipment, models, and other materials of its own. Such tools and equipment will remain the sole property of Motorola unless they are to be purchased by Customer as Products and are explicitly listed on the Proposal. The tools and equipment may be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Customer will safeguard all tools and equipment while in Customer's custody or control, and be liable for any loss or damage. Upon the expiration or earlier termination of this Agreement, Customer, at its expense, will return to Motorola all tools and equipment in its possession or control. 3.7. Authorized Users. Customer will ensure its employees and Authorized Users comply with the terms of this Agreement and will be liable for all acts and omissions of its employees and Authorized Users. Customer is responsible for the secure management of Authorized Users' names, passwords and login credentials for access to Products and Services. Export Control. Customer, its employees, and any other Authorized Users will not access or use the Products and Services in any Prohibited Jurisdiction), and Customer will not provide access to the Products and Services to any government, entity, or individual located in a Prohibited Jurisdiction. Customer represents and warrants that(a) it and its Authorized Users are not named on any U.S. government list of persons prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it and its Authorized Users are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit its Authorized Users to access or use the Products or Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized Users will comply with all applicable laws regarding the transmission of technical data exported from the U.S.and the country in which Customer, its employees, and the Authorized Users are located. 3.8. To obtain any additional Services, Customer will issue a purchase order referring to this Agreement and the separate proposal document. Omission of reference to this Agreement in Customer's purchase order will not affect the applicability of this Agreement. Motorola's proposal may include a cover page entitled "Service Agreement" or "Installation Agreement", as applicable, and other attachments. These cover pages and other attachments are incorporated into this Agreement by this reference. 3.9. Change Orders. Unless a different change control process is agreed upon in writing by the Parties, a Party may request changes to an Addendum or a Proposal by submitting a Change Order to the other Party. If a requested change in a Change Order causes an increase or decrease in the Products or Services, the Parties by means of the Change Order will make appropriate adjustments to the Fees, project schedule, or other matters. Change Orders are effective and binding on the Parties only upon execution of the Change Order by an authorized representative of both Parties. Section 4. Term and Termination. 4.1. Term. The applicable Addendum or Proposal will set forth the Term for the Products and Services governed thereby. The term of this Agreement is set forth in Exhibit B1 Section 4 of this Agreement. ®MOTOROLA SOLUI_10f�S Page 6 Fresno County Sheriff's Office County Jail Video 4.2. Termination. Either Party may terminate the Agreement or the applicable Addendum or Proposal if the other Party breaches a material obligation under the Agreement and does not cure such breach within thirty (30) days after receipt of notice of the breach or fails to produce a cure plan within such period of time. Each Addendum and Proposal may be separately terminable as set forth therein. 4.3. Termination for Non-Appropriation. In the event any identified funding is not appropriated or becomes unavailable, the Customer reserves the right to terminate this Agreement for non-appropriation upon thirty (30) days' advance written notice to Motorola. In the event of such termination, Motorola shall be entitled to compensation for all conforming goods delivered and for all services performed prior to the effective date of termination. 4.4. Suspension of Services. Motorola may promptly terminate or suspend any Products or Services under a Proposal if Motorola determines: (a) the related Product license has expired or has terminated for any reason; (b) the applicable Product is being used on a hardware platform, operating system, or version not approved by Motorola; (c)Customer fails to make any payments when due; or (d) Customer fails to comply with any of its other obligations or otherwise delays Motorola's ability to perform. 4.5. Effect of Termination or Expiration. Upon termination for any reason or expiration of this Agreement, an Addendum, or a Proposal, Customer and the Authorized Users will return or destroy (at Motorola's option) all Motorola Materials and Motorola's Confidential Information in their possession or control and, as applicable, provide proof of such destruction, except that Equipment purchased by Customer shall not be returned. Customer agrees to pay Motorola for Products and Services already delivered. Customer has a duty to mitigate any damages under this Agreement, including in the event of default by Motorola and Customer's termination of this Agreement. Section 5. Payment, Invoicing, Delivery and Risk of Loss 5.1. Customer affirms they have signatory authority to execute this Agreement. The compensation paid for services shall not exceed $3,721,904.49 and is fully committed and identified. The Customer will pay all invoices as received from Motorola subject to the terms of this Agreement and any changes in scope will be subject to the change order process as described in this Agreement. Motorola acknowledges the Customer may require the issuance(s) of a purchase order or notice to proceed as part of the Customer's procurement process. However, Customer agrees that the issuance or non-issuance of a purchase order or notice to proceed does not preclude the Customer from its contractual obligations as defined in this Agreement. 5.2. Fees. Fees and charges applicable to the Products and Services, which includes the Sourcewell administrative fee, will be as set forth in Exhibit C. Motorola may suspend any recurring Services if Customer fails to make any payments within forty-five (45) days of invoice due date when due. Motorola will pay Sourcewell's administrative fee in accordance with the payment terms of the Motorola Sourcewell Contract 042021-MOT. 5.3. Taxes.The Fees do not include any excise, sales, lease, use, property, or other taxes, assessments, duties, or regulatory charges or contribution requirements (collectively, "Taxes"), all of which will be paid by Customer, except as exempt by law, unless otherwise specified in Exhibit C. If Motorola is required to pay any Taxes, Customer will reimburse Motorola for such Taxes (including any interest and penalties) within thirty (30) days after ®MOTOROLA SOLUTIONS Page 7 Fresno County Sheriff's Office County Jail Video Customer's receipt of an invoice therefore. Customer will be solely responsible for reporting the Products for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income and net worth. 5.4. Invoicing. Motorola will invoice Customer as described in this Agreement and Customer will pay all invoices within forty-five (45) days of the invoice date or as otherwise specified in writing. Motorola may invoice electronically via email, and Customer agrees to receive invoices via email at the email address set forth in Section 5.6. Customer acknowledges and agrees that a purchase order or other notice to proceed is not required for payment for Products or Services. 5.5. Payment. Customer will pay invoices for the Products and Services provided under this Agreement in accordance with the invoice payment terms set forth in Section 5.4. Generally, invoices are issued after shipment of Equipment or upon Motorola's delivery of Licensed Software, or upon System Completion Date of a Software System, as applicable, but if a specific invoicing or payment schedule is set forth in the Agreement, such schedule will determine the invoicing cadence. Motorola will have the right to suspend future deliveries of Products and Services if Customer fails to make any payments when due. 5.6. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address: ®MOTOROLA SOLUI_10f�S Page 8 Fresno County Sheriff's Office County Jail Video Name: Fresno County Sheriff's Office_ Address:1225 M Street Phone: Fresno, CA 93721 E-INVOICE. To receive invoices via email: Customer Account Number: Customer Accounts Payable Email: Sheriff.payables(a)_fresnosheriff.org Customer CC (optional) Email: The address which is the ultimate destination where the Equipment will be delivered to Customer is: Name: West Annex Jail Address: 2208 Merced Street Fresno CA 93721 The Equipment will be shipped to the Customer at the following address (insert if this information is known): Name: West Annex Jail Address: 2208 Merced Street Fresno CA 93721 Phone: (559) 600—8534 Customer may change this information by giving written notice to Motorola. 5.7. Delivery, Title and Risk of Loss. Motorola will provide to Customer the Products (and, if applicable, related Services) in accordance with the terms of this Agreement. Motorola will, using commercially reasonable practices, pack the ordered Equipment and ship such Equipment to the Customer address set forth in Section 5.6 or otherwise provided by Customer in writing, using a carrier selected by Motorola. Notwithstanding the foregoing delivery of Equipment (and any incorporated Licensed Software) will occur, and title and risk of loss for the Equipment will pass to Customer, upon shipment by Motorola in accordance with ExWorks, Motorola's premises (Incoterms 2020). Customer will pay all shipping costs, taxes, and other charges applicable to the shipment and import or export of the Products and Services, as applicable, and Customer will be responsible for reporting the Products for personal property tax purposes. Delivery of Licensed Software for installation on Equipment or Customer-Provided Equipment will occur upon the earlier of (a) electronic delivery of the Licensed Software by Motorola, and (b) the date Motorola otherwise makes the Licensed Software available for download by Customer. If agreed upon in this Agreement, Motorola will also provide Services related to such Products. Title to Licensed Software and/or Subscription Software will not pass to Customer at any time. ®MOTOROLA SOLUT10f�S Page 9 Fresno County Sheriff's Office County Jail Video 5.8. Delays. Any shipping dates set forth in a Proposal are approximate, and while Motorola will make reasonable efforts to ship Products by any such estimated shipping date, Motorola will not be liable for any delay or related damages to Customer. Time for delivery will not be of the essence, and delays will not constitute grounds for cancellation, penalties, termination, or a refund. 5.9. Future Regulatory Requirements. The Parties acknowledge and agree that certain Services (i.e. cyber) are an evolving technological area and therefore, laws and regulations regarding Services may change. Changes to existing Services required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services. Section 6. Sites; Customer-Provided Equipment; Non-Motorola Materials. 6.1. Access to Sites. Customer will be responsible for providing all necessary permits, licenses, and other approvals necessary for the installation and use of the Products and the performance of the Services at each applicable Site, including for Motorola to perform its obligations hereunder, and for facilitating Motorola's access to the Sites. 6.2. Site Conditions. Customer will ensure that, to the extent possible, (a)all Sites are safe and secure, (b) Site conditions meet all applicable industry and legal standards (including standards promulgated by OSHA or other governmental or regulatory bodies), (c)to the extent applicable, Sites have adequate physical space, air conditioning, and other environmental conditions, electrical power outlets, distribution, equipment, connections, and telephone or other communication lines (including modem access and interfacing networking capabilities), and (d) Sites are suitable for the installation, use, and maintenance of the Products and Services. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date. 6.3. Site Issues. Upon its request, which will not be unreasonably denied, Motorola will have the right to inspect the Sites and advise Customer of any deficiencies or non- conformities with the requirements of this Section 6 — Sites; Customer-Provided Equipment; Non-Motorola Materials. If Motorola or Customer identifies any deficiencies or non-conformities, Customer will promptly remediate such issues or the Parties will select a replacement Site. If a Party determines that a Site identified in a Proposal is not acceptable or desired, the Parties will cooperate to investigate the conditions and select a replacement Site or otherwise adjust the installation plans and specifications as necessary. A change in Site or adjustment to the installation plans and specifications may cause a change in the Fees or performance schedule under the applicable Proposal. 6.4. Customer-Provided Equipment. Customer will be responsible, at its sole cost and expense, for providing and maintaining the Customer-Provided Equipment in good working order. Customer represents and warrants that it has all rights in Customer-Provided Equipment to permit Motorola to access and use the applicable Customer-Provided Equipment to provide the Products and Services under this Agreement, and such access and use will not violate any laws or infringe any third-party rights (including intellectual property rights). Customer (and not Motorola) will be fully liable for Customer-Provided Equipment, ®MOTOROLA SOLUTIONS Page 10 Fresno County Sheriff's Office County Jail Video and Customer will immediately notify Motorola of any Customer-Provided Equipment damage, loss, change, or theft that may impact Motorola's ability to provide the Products and Services under this Agreement, and Customer acknowledges that any such events may cause a change in the Fees or performance schedule under the applicable Proposal. 6.5. Non-Motorola Materials. In certain instances, Customer may be permitted to access, use, or integrate Non-Motorola Materials with or through the Products and Services. If Customer accesses, uses, or integrates any Non-Motorola Materials with the Products or Services, Customer will first obtain all necessary rights and licenses to permit Customer's and its Authorized Users' use of the Non-Motorola Materials in connection with the Products and Services. Customer will also obtain the necessary rights for Motorola to use such Non- Motorola Materials in connection with providing the Products and Services, including the right for Motorola to access, store, and process such Non-Motorola Materials (e.g., in connection with Subscription Software), and to otherwise enable interoperation with the Products and Services. Customer represents and warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or integrating the applicable Non-Motorola Materials with the Products and Services, and that Customer and its Authorized Users will comply with any terms and conditions applicable to such Non-Motorola Materials. If any Non-Motorola Materials requires access to Customer Data (as defined below), Customer hereby authorizes Motorola to allow the provider of such Non-Motorola Materials to access Customer Data, in connection with the interoperation of such Non-Motorola Materials with the Products and Services. 6.6. Customer acknowledges and agrees that Motorola is not responsible for, and makes no representations or warranties with respect to, the Non-Motorola Materials (including any disclosure, modification, or deletion of Customer Data resulting from use of Non-Motorola Materials or failure to properly interoperate with the Products and Services). If Customer receives notice that any Non-Motorola Materials must be removed, modified, or disabled within the Products or Services, Customer will promptly do so. Motorola will have the right to disable or remove Non-Motorola Materials if Motorola believes a violation of law, third-party rights, or Motorola's policies is likely to occur, or if such Non-Motorola Materials poses or may pose a security or other risk or adverse impact to the Products or Services, Motorola, Motorola's systems, or any third party (including other Motorola customers). 6.7. Motorola may provide certain Non-Motorola Materials as an authorized sales representative of a third party as set out in a Proposal. As an authorized sales representative, the third party's terms and conditions, as set forth in the Proposal, will apply to any such sales. Any orders for such Non-Motorola Materials will be filled by the third party. Nothing in this Section will limit the exclusions set forth in Section 8.2 — Intellectual Property Infringement. 6.8. End User Licenses. Notwithstanding any provision to the contrary in the Agreement, certain Non-Motorola Materials software are governed by a separate license, EULA, or other agreement, including terms governing third-party equipment or software, such as open source software, included in the Products and Services. Customer will comply, and ensure its Authorized Users comply, with any such additional terms applicable to third-party equipment or software. Third party software flow-down terms applicable to Motorola products are located at the following site: https://www.motorolasolutions.com/en us/about/legal/motorola-solutions-customer- terms/flow-down-terms.htm 1 ®morojWMA SOLUTIONS Page 11 Fresno County Sheriff's Office County Jail Video 6.9. Prohibited Use. Customer will not integrate or use, or permit a third party or an Authorized User to integrate or use, any Non-Motorola Materials with or in connection with a Software System or other software Product provided by Motorola under this Agreement, without the express written permission of Motorola. 6.10. API Support. Motorola will use commercially reasonable efforts to maintain its Application Programming Interface ("API") offered solely in connection with any Software System. APIs will evolve and mature over time, requiring changes and updates. Motorola will use reasonable efforts to continue supporting any version of an API for 6 months after such version is introduced, but if Motorola determines, in its sole discretion, to discontinue support of an API for any reason, Motorola will provide reasonable advance notification to Customer. If an API presents a security risk, Motorola may discontinue an API without prior notice. 6.11. Support of Downloaded Clients. If Customer purchases any software Product that requires a client installed locally on any Customer-Provided Equipment or Equipment in possession of Customer, Customer will be responsible for downloading and installing the current version of such client, as it may be updated from time to time. Motorola will use reasonable efforts to continue supporting any version of a client for forty-five (45) days following its release, but Motorola may update the current version of its client at any time, including for bug fixes, product improvements, and feature updates, and Motorola makes no representations or warranties that any software Product will support prior versions of a client. Section 7. Representations and Warranties. 7.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) it has the right to enter into the Agreement and perform its obligations hereunder, and (b) the Agreement will be binding on such Party. 7.2. Communications System Warranty. Motorola represents and warrants that, on the date of System Acceptance, (a)the Communications System will perform in accordance with the descriptions in the applicable Proposal in all material respects, and (b) if Customer has purchased any Equipment or Motorola Licensed Software (but, for clarity, excluding Subscription Software) as part of such Communications System, the warranty period applicable to such Equipment and Motorola Licensed Software will continue for a period of one (1) year commencing upon System Acceptance (the "Warranty Period"). 7.3. During the Warranty Period, in addition to warranty services, Motorola will provide Maintenance and Support Services for the Equipment and support for the Motorola Licensed Software pursuant to the applicable maintenance and support Proposal. Support for the Motorola Licensed Software will be in accordance with Motorola's established Software Support Policy ("SwSP"). Copies of the SwSP can be found at https://www.motorolasolutions.com/en_us/about/legal/motorola-solutions-customer- terms/software_policy.htm1, a copy of which is available to Customer upon written request. If Customer wishes to purchase (a) additional Maintenance and Support Services during the Warranty Period; or (b) continue or expand maintenance, software support, installation, and/or Motorola's Lifecycle Management Services ("LMS") after the Warranty Period, Motorola will provide the description of and pricing for such services in a separate proposal document and such terms will be agreed upon in a Proposal. Unless otherwise agreed by the Parties in writing, the terms and conditions in this Agreement applicable to maintenance, ®MOTOROLA SOLUTIONS Page 12 Fresno County Sheriff's Office County Jail Video support, installation, and/or LMS, will be included in the Maintenance and Support Addendum, LMS Addendum, the applicable Proposals, and the proposal (if applicable). These collective terms will govern the provision of such Services. 7.4. On-Premises Software System Warranty. Motorola represents and warrants that, on the System Completion Date, or on the applicable Product Completion Date for a specific Product within such on-premises Software System, if earlier, (a) such Software System or Product will perform in accordance with the descriptions in the applicable Proposals in all material respects, and (b) if Customer has purchased any Equipment or Motorola Licensed Software (but, for clarity, excluding Subscription Software) as part of such on-premises Software System, the warranty period applicable to such Equipment and Motorola Licensed Software will continue for a period of one (1) year commencing upon the System Completion Date for the Software System that includes such Products, or on the applicable Product Completion Date, if earlier. 7.4.1. On-premises Software Systems as a service and cloud hosted Software Systems are provided as a service and accordingly do not qualify for the On-premises Software System Warranty. System completion, however, for each of these solutions is determined in accordance with Section 12.2 Software System Completion below. 7.5. Motorola Warranties - Services. Subject to the disclaimers and exclusions below, Motorola represents and warrants that (a) Services will be provided in a good and workmanlike manner and will conform in all material respects to the descriptions in the applicable Proposal; and (b) for a period of ninety (90) days commencing upon the Service Completion Date for one-time Services, the Services will be free of material defects in materials and workmanship. Other than as set forth in subsection (a) above, recurring Services are not warranted but rather will be subject to the requirements of the applicable Addendum or Proposal. 7.6. Motorola Warranties - Equipment. Subject to the disclaimers and exclusions set forth below, (a) for a period of one (1) year commencing upon the delivery of Motorola- manufactured Equipment under Section 5.7 — Delivery, Title and Risk of Loss, Motorola represents and warrants that such Motorola-manufactured Equipment, under normal use, will be free from material defects in materials and workmanship; and (b) The warranties applicable to Motorola-manufactured Equipment set forth in herein shall be applicable to all radio Equipment purchased hereunder whether or not such Equipment was manufactured by Motorola. 7.7. Motorola Licensed Software Warranty. Unless otherwise stated in the License Agreement, for a period of ninety (90) days commencing upon the delivery of Motorola- owned Licensed Software, Motorola represents and warrants that such Licensed Software, when used in accordance with the Documentation and the Agreement, will be free from reproducible defects that prevent operation of features critical to the primary functionality or successful operation of the Motorola-developed Licensed Software (as determined by Motorola) 7.7.1. As Customer's sole and exclusive remedy for any breach of the Motorola Licensed Software Warranty, Motorola will use commercially reasonable efforts to remedy the material defect in the applicable Licensed Software; provided, however, that if Motorola does not remedy such material defect within a reasonable time, then at Motorola's sole option, ®MOTOROLA SOLUTIONS Page 13 Fresno County Sheriff's Office County Jail Video Motorola will either replace the defective Licensed Software with functionally-equivalent software, provide substitute software to Customer, or terminate the applicable software license and refund any paid license fees to Customer on a pro-rata basis. 7.7.2. For clarity, the Motorola Licensed Software Warranty applies only to the most current version of the Licensed Software issued by Motorola, and issuance of updated versions of any Licensed Software does not result in a renewal or extension of the Motorola Licensed Software Warranty beyond the ninety (90) day warranty period. 7.8. ADDITIONAL WARRANTY EXCLUSIONS. NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) DEFECTS IN OR DAMAGE TO PRODUCTS RESULTING FROM USE OTHER THAN IN THE NORMAL AUTHORIZED MANNER, OR FROM ACCIDENT, LIQUIDS, OR NEGLECT; (B) TESTING, MAINTENANCE, REPAIR, INSTALLATION, OR MODIFICATION BY PARTIES OTHER THAN MOTOROLA; (C) CUSTOMER'S OR ANY AUTHORIZED USER'S FAILURE TO COMPLY WITH INDUSTRY AND OSHA OR OTHER LEGAL STANDARDS; (D) DAMAGE TO RADIO ANTENNAS, UNLESS CAUSED BY DEFECTS IN MATERIAL OR WORKMANSHIP; (E) EQUIPMENT WITH NO SERIAL NUMBER; (F) BATTERIES OR CONSUMABLES; (G) FREIGHT COSTS FOR SHIPMENT TO REPAIR DEPOTS; (H) COSMETIC DAMAGE THAT DOES NOT AFFECT OPERATION; (I) NORMAL WEAR AND TEAR; (J) ISSUES OR OBSOLESCENCE OF LICENSED SOFTWARE DUE TO CHANGES IN CUSTOMER OR AUTHORIZED USER REQUIREMENTS, EQUIPMENT, OR SYSTEMS; (K)TRACKING AND LOCATION-BASED SERVICES; OR (L) BETA SERVICES. 7.9. Warranty Claims; Remedies. To assert a warranty claim, Customer must notify Motorola in writing of the claim prior to the expiration of any warranty period set forth in this Agreement. Unless a different remedy is otherwise expressly set forth herein, upon receipt of such claim, Motorola will investigate the claim and use commercially reasonable efforts to repair or replace any confirmed materially non-conforming Product or re-perform any non- conforming Service, at its option. Such remedies are Customer's sole and exclusive remedies for Motorola's breach of a warranty. Motorola's warranties are extended by Motorola to Customer only, and are not assignable or transferable. 7.10. Pass-Through Warranties. Notwithstanding any provision of this Agreement to the contrary, Motorola will have no liability for third-party software or hardware provided by Motorola; provided, however, that to the extent offered by third-party providers of software or hardware and to the extent permitted by law, Motorola will pass through express warranties provided by such third parties. 7.11. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS AND PASS THROUGH WARRANTIES IN THIS AGREEMENT, PRODUCTS AND SERVICES PURCHASED HEREUNDER ARE PROVIDED "AS IS" AND WITH ALL FAULTS. WARRANTIES SET FORTH IN THE AGREEMENT ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS AND SERVICES AND MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY. MOTOROLA DOES NOT REPRESENT OR WARRANT THAT USE OF THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY © MaTO OLA soy unoI,c Page 14 Fresno County Sheriff's Office County Jail Video VULNERABILITIES, OR THAT THEY WILL MEET CUSTOMER'S PARTICULAR REQUIREMENTS. Section 8. Indemnification. 8.1. General Indemnity. Motorola will defend, indemnify, and hold Customer harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any third-party claim, demand, action, or proceeding ("Claim") for personal injury, death, or direct damage to tangible property to the extent caused by Motorola's negligence, gross negligence or willful misconduct while performing its duties under this Agreement, except to the extent the claim arises solely from Customer's negligence or willful misconduct. Motorola's duties under this Section 8.1 — General Indemnity are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise to the extent allowed by applicable law; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Claim. 8.2. Intellectual Property Infringement. Motorola will defend Customer against any third- party claim alleging that a Motorola-developed or manufactured Product or Service (the "Infringing Product") infringes a United States patent or copyright("Infringement Claim"), and Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an Infringement Claim. Motorola's duties under this Section 8.2 — Intellectual Property Infringement are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Infringement Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Infringement Claim. 8.2.1. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Infringing Product; (b) replace or modify the Infringing Product so that it becomes non- infringing; or (c) grant Customer (i) a prorated refund of any amounts pre-paid for the Infringing Product (if the Infringing Product is a software Product, i.e., Licensed Software or Subscription Software) or (ii) a credit for the Infringing Product, less a reasonable charge for depreciation (if the Infringing Product is Equipment, including Equipment with embedded software). 8.2.2. In addition to the other damages disclaimed under this Agreement, Motorola will have no duty to defend or indemnify Customer for any Infringement Claim that arises from or is based upon: (a) Customer Data, Customer-Provided Equipment, Non-Motorola Materials, or third-party equipment, hardware, software, data, or other third-party materials; (b) the combination of the Product or Service with any products or materials not provided by Motorola; (c) a Product or Service designed, modified, or manufactured in accordance with Customer's designs, specifications, guidelines or instructions; (d) a modification of the Product or Service by a party other than Motorola; (e) use of the Product or Service in a manner for which the Product or Service was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to use or install an update to the Product or Service that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from an Infringement Claim extend in any way to any payments ®MOTOROLA SOLUTIONS Page 15 Fresno County Sheriff's Office County Jail Video due on a royalty basis, other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the Infringing Product. 8.2.3. This Section 8.2— Intellectual Property Infringement provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. 8.3. Reserved. Section 9. Limitation of Liability. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL AGGREGATE LIABILITY OF MOTOROLA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "MOTOROLA PARTIES"), WHETHER BASED ON A CLAIM IN CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO OR ARISING OUT OF THE AGREEMENT WILL NOT EXCEED $5,000,000.00. EXCEPT FOR PERSONAL INJURY OR DEATH, THE MOTOROLA PARTIES WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT (WHETHER UNDER MOTOROLA'S INDEMNITY OBLIGATIONS, A CAUSE OF ACTION FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUES, EVEN IF MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR ANY THIRD PARTY OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE FORESEEABLE. 9.1. EXCLUSIONS FROM LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A) CUSTOMER DATA, INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DATA AVAILABLE THROUGH THE PRODUCTS OR SERVICES; (B) CUSTOMER-PROVIDED EQUIPMENT OR SITES; NON-MOTOROLA MATERIALS; THIRD- PARTY EQUIPMENT, HARDWARE, SOFTWARE, DATA, OR CONTENT; OR UNKNOWN OR UNAUTHORIZED COMBINATION OF PRODUCTS AND SERVICES ; (C) LOSS OF DATA, HACKING, RANSOMWARE, THIRD-PARTY ATTACKS OR DEMANDS; (D) MODIFICATION OF PRODUCTS OR SERVICES NOT AUTHORIZED BY MOTOROLA; (E) RECOMMENDATIONS PROVIDED IN CONNECTION WITH THE PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT; (F) DATA RECOVERY SERVICES OR DATABASE MODIFICATIONS; OR (G) CUSTOMER'S OR ANY AUTHORIZED USER'S BREACH OF THIS AGREEMENT OR MISUSE OF THE PRODUCTS AND SERVICES. IN ADDITION TO THE FOREGOING EXCLUSIONS FROM DAMAGES, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS; (B) DISRUPTION OF OR DAMAGE TO CUSTOMER'S OR THIRD PARTIES' SYSTEMS, EQUIPMENT, OR DATA, INCLUDING DENIAL OF ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE; (C) AVAILABILITY OR ACCURACY OF ANY DATA AVAILABLE THROUGH THE SUBSCRIPTION SOFTWARE OR SERVICES, OR INTERPRETATION, USE, OR MISUSE THEREOF; (D) TRACKING AND LOCATION-BASED SERVICES; OR (E) BETA SERVICES. © MOTOROLA rL'Tlr_r,; Page 16 Fresno County Sheriff's Office County Jail Video 9.3 Statute of Limitations. Customer may not bring any claims against a Motorola Party in connection with this Agreement or the Products and Services more than one (1) year after the date of accrual of the cause of action, unless otherwise allowed under applicable California law. Section 10. Confidentiality. 10.1. Confidential Information. In order to be considered Confidential Information, information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by disclosing party("Discloser") by submitting a written document to receiving party ("Recipient") within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent. 10.2. Obligations of Confidentiality. During the Term and for a period of three (3)years from the expiration or termination of this Agreement, Recipient will (a) not disclose Confidential Information to any third party, except as expressly permitted in this Section 10 - Confidentiality; (b) restrict disclosure of Confidential Information to only those employees, agents or consultants who must access the Confidential Information for the purpose of providing Services and who are bound by confidentiality terms substantially similar to those in this Agreement and licenses; (c) not copy, reproduce, reverse engineer, decompile or disassemble any Confidential Information; (d) use the same degree of care as for its own information of like importance, but no less than reasonable care to safeguard against disclosure; (e) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Section; and (f) only use the Confidential Information as needed to fulfill its obligations and secure its rights under this Agreement. 10.3. Exceptions. Recipient may disclose Confidential Information to the extent required by law, including the California Public Records Act, Cal. Gov. Code § 7920.000, et. seq. and the Ralph M. Brown Act, Cal. Gov. Code § 54950, et. seq., or a judicial or legislative order or proceeding. Additionally, Recipient is not obligated to maintain as confidential any information that Recipient can demonstrate by documentation (a) is publicly known or available prior to without breach of this Agreement; (b) is lawfully obtained; or (c) is independently known or developed by Recipient without the use of, or reference to, any of Discloser's Confidential Information or any breach of this Agreement. 10.4. Ownership of Confidential Information. All Confidential Information is and will remain the property of Discloser, and will not be copied or reproduced without written permission. Within ten (10) days of receipt of Discloser's written request, Recipient will return or destroy all Confidential Information to Discloser, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain (a) one (1) archival copy for use only in case of a dispute concerning this Agreement, and (b) Confidential Information that has been automatically stored in accordance with Recipient's standard backup or recordkeeping procedures. Recipient will remain subject to the obligations of this Agreement with respect to any Confidential Information retained subject to clauses (a)or(b). No license, express or implied, in the Confidential Information is granted to the Recipient other than to use it in the manner, and to the extent authorized by this Agreement. Discloser represents and warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement. Section 11. Proprietary Rights; Data; Feedback. ®MOTOROLA SOLUTIONS Page 17 Fresno County Sheriff's Office County Jail Video 11.1. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer with access to "Motorola Materials". Except when Motorola has expressly transferred title or other interest to Customer by way of an Addendum, the Motorola Materials are the property of Motorola or its licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets, know-how, other intellectual property and proprietary rights, and all associated goodwill and moral rights). This Agreement does not grant to Customer any shared development rights in or to any Motorola Materials or other intellectual property, and Customer agrees to execute any documents and take any other actions reasonably requested by Motorola to effectuate the foregoing. Motorola and its licensors reserve all rights not expressly granted to Customer, and no rights, other than those expressly granted herein, are granted to Customer by implication, estoppel or otherwise. Customer will not modify, disassemble, reverse engineer, derive source code or create derivative works from, merge with other software, distribute, sublicense, sell, or export the Products and Services or other Motorola Materials, or permit any third party to do so. 11.2. Ownership of Customer Data. Customer retains all right, title and interest, including intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to Customer Data except those rights granted under this Agreement including the right to Process and use the Customer Data as set forth in the DPA. 11.3. Data Retention and Deletion. Except as expressly provided otherwise under the DPA, Motorola will delete all Customer Data following termination or expiration of this MCA or the applicable Addendum or Proposal, with such deletion to occur no later than ninety (90) days following the applicable date of termination or expiration, unless otherwise required to comply with applicable law. Any requests for the exportation or download of Customer Data must be made by Customer to Motorola in writing before expiration or termination, subject to Section 15.9 — Notices. Motorola will have no obligation to retain such Customer Data beyond expiration or termination unless the Customer has purchased extended storage from Motorola through a mutually executed Proposal. 11.4. Service Use Data. Customer understands and agrees that Motorola may collect and use Service Use Data for its own purposes, and may disclose Service Use Data to third parties. It is Customer's responsibility to notify Authorized Users of Motorola's collection and use of Service Use Data and to obtain any required consents, provide all necessary notices, and meet any other applicable legal requirements with respect to such collection and use, and Customer represents and warrants to Motorola that it has complied and will continue to comply with this Section. 11.5. Third-Party Data and Motorola Data. Customer will not, and will use reasonable efforts to ensure its Authorized Users will not: (a) use the Motorola Data or Third-Party Data for any purpose other than Customer's internal business purposes; (b) disclose the data to third parties; (c) "white label" such data or otherwise misrepresent its source or ownership, or resell, distribute, sublicense, or commercially exploit the data in any manner; (d) use such data in violation of applicable laws; (e) remove, obscure, alter, or falsify any marks or proprietary rights notices indicating the source, origin, or ownership of the data; or (f) modify such data or combine it with Customer Data or other data or use the data to build databases. Additional restrictions may be set forth in the applicable Addendum. 11.5.1. Any rights granted to Customer or Authorized Users with respect to Motorola Data or ®MOTOROLA SOLUTIONS Page 18 Fresno County Sheriff's Office County Jail Video Third-Party Data will immediately terminate upon termination or expiration of the applicable Addendum, Proposal, or this MCA. Further, Motorola or the applicable Third-Party Data provider may suspend, change, or terminate Customer's or any Authorized User's access to Motorola Data or Third-Party Data if Motorola or such Third-Party Data provider believes Customer's or the Authorized User's use of the data violates the Agreement, applicable law or Motorola's agreement with the applicable Third-Party Data provider. 11.5.2. Upon termination of Customer's rights to use any Motorola Data or Third-Party Data, Customer and all Authorized Users will immediately discontinue use of such data, delete all copies of such data, and certify such deletion to Motorola. Notwithstanding any provision of the Agreement to the contrary, Motorola will have no liability for Third-Party Data or Motorola Data available through the Products and Services. Motorola and its Third-Party Data providers reserve all rights in and to Motorola Data and Third-Party Data not expressly granted in an Addendum or Proposal. 11.6. Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create any confidentiality obligation for Motorola, even if designated as confidential by Customer. Motorola may use, reproduce, license, and otherwise distribute and exploit the Feedback without any obligation or payment to Customer or Authorized Users and Customer represents and warrants that it has obtained all necessary rights and consents to grant Motorola the foregoing rights. 11.7. Improvements; Products and Services. The Parties agree that, notwithstanding any provision of this Agreement to the contrary, all fixes, modifications and improvements to the Services or Products conceived of or made by or on behalf of Motorola that are based either in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise) are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements will vest solely in Motorola. Customer agrees to execute any written documents necessary to assign any intellectual property or other rights it may have in such fixes, modifications or improvements to Motorola. Section 12. Acceptance 12.1. Reserved. 12.2 Software System Completion. Any Software System described in Exhibit A (including the Products, Integration Services, and all other components thereof) will be deemed completed upon Customer's (or the applicable Authorized User's) Beneficial Use of each Product that is included in the Software System (unless alternative acceptance procedures are set forth in Exhibit A) (the "System Completion Date"). Customer will not unreasonably delay Beneficial Use of any Product within a Software System, and in any event, the Parties agree that Beneficial Use of a Product will be deemed to have occurred thirty (30) days after functional demonstration. For clarity, if a Software System is comprised of more than one Product, Motorola may notify Customer that all Integration Services for a particular Product within the Software System have been completed, and Customer may have Beneficial Use of such Product prior to having Beneficial Use of other Products in the Software System, or of the Software System as a whole. In such case, the Integration Services applicable to such Product will be deemed complete upon Customer's Beneficial Use of the Product ("Product Completion Date"), which may occur before the System Completion Date. As used in this Section, "Beneficial Use" means use by Customer or at least one (1) Authorized User of the material features and functionalities of a Product within a Software System, in material conformance with Product descriptions in Exhibit A. This Section applies to Products purchased as part of a Software System notwithstanding any conflicting delivery provisions within this Agreement, and will control over such other delivery ®MOTOROLA SOLUTIONS Page 19 Fresno County Sheriff's Office County Jail Video provisions to the extent of a conflict. Section 13. Force Majeure; Delays Caused by Customer. 13.1. Force Majeure. Except for Customer's payment obligations hereunder, neither Party will be responsible for nonperformance or delayed performance due to acts of God, war, terrorist attacks, and pandemic. If performance will be significantly delayed, the affected Party will provide notice to the other Party, and the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule. 13.2. Delays Caused by Customer. Motorola's performance of the Products and Services will be excused for delays caused by Customer or its Authorized Users or subcontractors, or by failure of any assumptions set forth in this Agreement (including in any Addendum or Proposal). In the event of a delay under this Section 13.2— Delays Caused by Customer, (a) Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule, and (c) Customer will compensate Motorola for its out-of-pocket costs incurred due to the delay (including those incurred by Motorola's affiliates, vendors, and subcontractors). Section 14. Disputes. The Parties will use the following procedure to resolve any disputes relating to or arising out of this Agreement (each, a "Dispute"): 14.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the laws of the State of Illinois, unless Customer is the United States Government (or an agency thereof) or a state government or state agency or county or local municipality within the United States, in which case all matters relating to or arising out of the Agreement will be governed by the laws of the State in which the Products and Services are provided. The terms of the U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply. 14.2. Negotiation; Mediation. The Parties will attempt to timely resolve the Dispute promptly through good faith negotiations. Either Party may initiate dispute resolution procedures by sending a notice of Dispute ("Notice of Dispute") to the other Party. The Parties may choose an independent mediator within thirty (30) days of such Notice of Mediation. Notwithstanding the foregoing, any Dispute arising from or relating to Motorola's intellectual property rights must be decided by a court of competent jurisdiction, in accordance with Section 14.3 — Litigation, Venue, Jurisdiction below. 14.3. Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within sixty (60) days from the Notice of Mediation, either Party may submit the Dispute exclusively to a court in Cook County, Illinois, or in the case the Customer is the United States, a state agency, or county or local municipality, then the appropriate court in the State in which the Products and Services are provided. Each Party expressly consents to the exclusive jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any mediation. Section 15. General. 15.1. Compliance with Laws. Each Party will comply with applicable laws in connection with the performance of its obligations under this Agreement, including that Customer will ensure its and its Authorized Users' use of the Products and Services complies with law (including privacy laws), and Customer will obtain any FCC and other licenses or authorizations ®MOTOROLA SOLUT10f�S Page 20 Fresno County Sheriff's Office County Jail Video (including licenses or authorizations required by foreign regulatory bodies) required for its and its Authorized Users' use of the Products and Services. Motorola may, at its discretion, cease providing or otherwise modify Products and Services (or any terms related thereto in an Addendum or Exhibit to this Agreement), in order to comply with any changes in applicable law. 15.2. Consistent Federal Income Tax Position. Motorola acknowledges that the County Jail Facilities referred to herein have been acquired, constructed, and/or improved using net proceeds of governmental tax-exempt bonds ("Bond-Financed Facility"). Motorola agrees that, with respect to this Agreement and the Bond Financed Facility, Motorola is not entitled to take, and shall not take, any position (also known as a "tax position") with the Internal Revenue Service ("IRS")that is inconsistent with being a "service provider"to the County, as a "qualified user" with respect to the Bond Financed Facility, as "managed property," as all of those terms are used in Internal Revenue Service Revenue Procedure 2017-13, and to that end, for example, and not as a limitation, Motorola agrees that Motorola shall not, in connection with any federal income tax return that it files with the IRS or any other statement or information that it provides to the IRS, (a) claim ownership, or that Motorola is a lessee, of any portion of the Bond Financed Facility, or (b) claim any depreciation or amortization deduction, investment tax credit, or deduction for any payment as rent with respect to the Bond-Financed Facility. 15.3. No Exclusive Possession. Motorola shall not have any right to control or exclusively possess all or any portion of any County facility, including the County's Jail Facilities, and at any time, authorized County staff may enter County facilities, including the Jail Facilities, where Motorola is performing services. 15.4. Audit; Monitoring. Motorola will have the right to monitor and audit use of the Products, including an audit of total user licenses credentialed by Customer for any Subscription Software, which may also include access by Motorola to Customer Data and Service Use Data. Customer will provide notice of such monitoring to its Authorized Users and obtain any required consents, including individual end users, and will cooperate with Motorola in any monitoring or audit. Customer will maintain during the Term, and for two (2) years thereafter, accurate records relating to any software licenses granted under this Agreement to verify compliance with this Agreement. Motorola or a third party("Auditor") may inspect Customer's and, as applicable, Authorized Users' premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless Customer is found to be in violation of the terms of the Agreement, in which case Customer will be responsible for such expenses and costs. In the event Motorola determines that Customer's usage of the Subscription Software during the applicable Subscription Term exceeded the total number of licenses purchased by Customer, Motorola may invoice Customer for the additional licenses used by Customer, pro- rated for each additional license from the date such license was activated, and Customer will pay such invoice in accordance with the payment terms in the Agreement. 15.5. State Audit Requirements. If the compensation to be paid by the County under this Agreement exceeds $10,000, Motorola is subject to the examination and audit of the California State Auditor, as provided in Government Code section 8546.7, for a period of three years after final payment under this Agreement. This section survives the termination of this Agreement. 15.6. Assignment and Subcontracting. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party. Motorola may assign or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection with a merger, acquisition or MOTOROLA SOLUTIONS Page 21 Fresno County Sheriff's Office County Jail Video sale of all or substantially all of its assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding upon the Parties and their respective successors and assigns. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 15.7. Waiver.A delay or omission by either Party to exercise any right under this Agreement will not be construed to be a waiver of such right. A waiver by either Party of any of the obligations to be performed by the other, or any breach thereof, will not be construed to be a waiver of any succeeding breach or of any other obligation. All waivers must be in writing and signed by the Party waiving its rights. 15.8. Severability. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision will be deemed to be modified to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remaining provisions of this Agreement will not be affected, and each such provision will be valid and enforceable to the full extent permitted by applicable law. 15.9. Independent Contractors. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership, or formal business organization of any kind. 15.10. Third-Party Beneficiaries. The Agreement is entered into solely between, and may be enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create any right or cause of action in or on behalf of, any entity other than the Parties. Notwithstanding the foregoing, a licensor or supplier of third-party software included in the software Products will be a direct and intended third-party beneficiary of this Agreement. 15.11. Interpretation. The section headings in this Agreement are included only for convenience The words "including" and "include"will be deemed to be followed by the phrase "without limitation". This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 15.12. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as FedEx, UPS, or DHL), and will be effective upon receipt. 15.13. Claims Presentation. For all claims arising from or related to this Agreement, nothing in this Agreement establishes, waives, or modifies any claims presentation requirements or procedures provided by law, including the Government Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810). 15.14. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity, by contract, or otherwise. Except as specifically stated in this Agreement, the election by a Party of any remedy provided for in this Agreement or otherwise available to such Party will not preclude such Party from pursuing any other remedies available to such Party at law, in equity, by contract, or otherwise. MOTOROLA SOLUTIONS Page 22 Fresno County Sheriff's Office County Jail Video 15.15. Security A. Contractor's staff and subcontractors working at the Jail Facilities shall be required to pass a background investigation by County. Contractor's staff and subcontractors must obtain mandatory security clearance from County, as applicable, prior to commencing work. Contractor shall notify County a minimum of three (3)weeks in advance of placement of a new employee or subcontractor to provide adequate time for the background check process. Contractor shall be responsible for all costs to obtain security clearances for all Contractor's prospective employees/staff within County's Jail Facilities. Contractor shall also provide adequate time for employees/staff to attend facility orientation and training, as applicable. B. Prison Rape Elimination Act (PREA) — Contractor shall train all employees on PREA, and will follow the Guidelines set forth by the Fresno County Sheriff's Office. The PREA policy and required acknowledgment are attached as Exhibit E. The Sheriff's Office has zero tolerance for any incidence of sexual assault, sexual harassment, or sexual misconduct, and makes every effort to comply with applicable components of the Federal Prison Rape Elimination Act of 2003. The Sheriff's Office is committed to providing a safe, humane, secure environment, free from sexual assault or abuse, and has implemented procedures for appropriate prevention, detection, intervention, and treatment for all victims of sexual assault. All reported incidents of sexual assault will be investigated. C. No Hostage Policy - Contractor's employees shall be advised of the possibility that a hostage taking incident could occur at any time, and shall read and sign the "No Hostage" policy, as set forth in Exhibit F, attached and incorporated by this reference, which means that there shall be no bargaining for the release of hostages in exchange for the release of confined inmates or minors. 15.16 Insurance Declaration Motorola solutions will maintain Commercial General Liability and Professional Liability insurance. At request, a certificate of insurance will be supplied as evidence of coverage as described in Exhibit D. 15.17 Entire Agreement. This Agreement, including all Exhibits and Addenda constitutes the entire agreement of the Parties regarding the subject matter hereto, and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy, or computer image of a signature, will be treated, and will have the same effect as an original signature, and will have the same effect, as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. ®MOTOROLA SOLUT10f�S Page 23 Fresno County Sheriffs Office County Jail Video The Parties hereby enter into this MCA as of the Effective Date. Motorola Solutions, Inc. Name: Norberto Colon Title: Territory Vice President MSSI Video Sales Date: 07/11/2026 COUNTY OF FRESNO Ernest Buddy MendeVChairman of the Board of Supervisors of the County of Fresno Attest: Bernice E. Seidel Clerk of the Board of Supervisors County of Fresno, State of California By: v�Lt� Deputy For accounting use only: Org.: 31114008 Account.: 7295 Fund.: 0001 Subclass.: 10000 ®MOTOROLA SOGL 1101-1 Page 24 Fresno County Sheriff's Office County Jail Video EXHIBIT A Software License Addendum This Software License Addendum (this "SLA") is subject to, and governed by, the terms of the Motorola Solutions Customer Agreement ("MCA") to which it is attached. Capitalized terms used in this SLA, but not defined herein, will have the meanings set forth in the MCA. Section 1. Addendum. This SLA governs Customer's use of Licensed Software (and, if set forth in a Proposal, related Services) and Subscription Software from Motorola, as applicable, and is an integral part of the Parties' Agreement. Section 2. Licensed Software License and Restrictions. 2.1. Licensed Software License. Subject to Customer's and its Authorized Users' compliance with the Agreement(including payment terms), Motorola hereby grants Customer and its Authorized Users a limited, non-transferable, non-sublicensable, and non-exclusive license to use the Licensed Software identified in a Proposal, in object code form only, and the associated Documentation, solely in connection with the Equipment provided by Motorola or authorized Customer-Provided Equipment (as applicable, the "Designated Products") and solely for Customer's internal business purposes. Unless otherwise stated in an Addendum or Exhibit, the foregoing license grant will be limited to the number of licenses set forth in the applicable Exhibit and will continue for the life of the applicable Designated Product. Except as otherwise permitted in an applicable Addendum or Exhibit, Customer may install, access, and use Licensed Software only in Customer's owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Licensed Software remotely from any location. 2.2. Subscription License Model. If the Parties mutually agree that any Licensed Software purchased under this Agreement will be replaced with or upgraded to Subscription Software, then upon such time which the Parties execute the applicable Change Order or Exhibit, the licenses granted under this Section 2 Licensed Software License and Restrictions will automatically terminate, and such Subscription Software will be governed by the terms of Section 3 Subscription Software License and Restrictions. 2.3. Customer Restrictions. Customers and Authorized Users will comply with the applicable Documentation in connection with their use of the Products. Customer will not and will not allow others, including the Authorized Users, to: (a) make the Licensed Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; (b) reverse engineer, disassemble, or reprogram the Licensed Software or any portion thereof to a human-readable form; (c) modify, create derivative works of, or merge the Licensed Software with other software or equipment; (d)copy, reproduce, distribute, lend, lease, or transfer the Licensed Software or Documentation for or to any third party without the prior express written permission of Motorola; (e) take any action that would cause the Licensed Software or Documentation to be placed in the public domain; (f) use the Licensed Software to compete with Motorola; or (g) remove, alter, or obscure, any copyright or other notice. Copies. Customer may make one (1) copy of the Licensed Software solely for archival, back- up, or disaster recovery purposes during the term of the applicable Licensed Software license. Customer may make as many copies of the Documentation reasonably required for ®MOTOROLA SOLUTIONS Page 25 Fresno County Sheriff's Office County Jail Video the internal use of the Licensed Software during such Licensed Software's license term. Unless otherwise authorized by Motorola in writing, Customer will not, and will not enable or allow any third party to: (a) install a licensed copy of the Licensed Software on more than one (1) unit of a Designated Product; or(b) copy onto or transfer Licensed Software installed in a unit of a Designated Product onto another device. Customer may temporarily transfer Licensed Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Customer provides written notice to Motorola of the temporary transfer and identifies the device on which the Licensed is transferred. Temporary transfer of the Licensed Software to another device must be discontinued when the original Designated Product is returned to operation and the Licensed Software must be removed from the other device. Customer must provide prompt written notice to Motorola at the time the temporary transfer is discontinued. 2.4. Resale of Equipment. Equipment contains embedded Licensed Software. If Customer desires to sell its used Equipment to a third party, Customer must first receive prior written authorization from Motorola, which will not be unreasonably denied, and obtain written acceptance of the applicable Licensed Software license terms, including the obligation to pay relevant license fees, from such third party. Section 3. Subscription Software License and Restrictions. 3.1. Subscription Software License. Subject to Customer's and its Authorized Users' compliance with the Agreement, including payment terms, Motorola hereby grants Customer and its Authorized Users a limited, non-transferable, non-sublicensable, and non-exclusive license to use the Subscription Software identified in an Exhibit, and the associated Documentation, solely for Customer's internal business purposes. The foregoing license grant will be limited to use in the territory and to the number of licenses set forth in an Exhibit (if applicable), and will continue for the applicable Subscription Term. Customer may access, and use the Subscription Software only in Customer's owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Subscription Software remotely from any location. No custom development work will be performed under this Addendum. 3.2. Customer Restrictions. Customers and Authorized Users will comply with the applicable Documentation and the copyright laws of the United States and all other relevant jurisdictions (including the copyright laws where Customer uses the Subscription Software) in connection with their use of the Subscription Software. Customer will not, and will not allow others including the Authorized Users, to make the Subscription Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; reverse engineer, disassemble, or reprogram software used to provide the Subscription Software or any portion thereof to a human-readable form; modify, create derivative works of, or merge the Subscription Software or software used to provide the Subscription Software with other software; copy, reproduce, distribute, lend, or lease the Subscription Software or Documentation for or to any third party; take any action that would cause the Subscription Software, software used to provide the Subscription Software, or Documentation to be placed in the public domain; use the Subscription Software to compete with Motorola; remove, alter, or obscure, any copyright or other notice; share user credentials(including among Authorized Users); use the Subscription Software to store or transmit malicious code; or attempt to gain unauthorized access to the Subscription Software or its related systems or networks. 3.3. User Credentials. If applicable, Motorola will provide Customer with administrative user credentials for the Subscription Software, and Customer will ensure such administrative ®MOTOROLA SOLUT10f�S Page 26 Fresno County Sheriffs Office County Jail Video user credentials are accessed and used only by Customer's employees with training on their proper use. Customer will protect, and will cause its Authorized Users to protect, the confidentiality and security of all user credentials, including any administrative user credentials, and maintain user credential validity, including by updating passwords. Customer will be liable for any use of the Subscription Software through such user credential (including through any administrative user credentials), including any changes made to the Subscription Software or issues or user impact arising therefrom.To the extent Motorola provides Services to Customer in order to help resolve issues resulting from changes made to the Subscription Software through user credentials, including through any administrative user credentials, or issues otherwise created by Authorized Users, such Services will be billed to Customer on a time and materials basis, and Customer will pay all invoices in accordance with the payment terms of the MCA. Section 4. Software Systems -Applicable Terms and Conditions 4.1. On-Premise Software System as a Service. If Customer purchases an "on- premises Software System as a service,"where software Products are installed at Customer Sites or on Customer-Provided Equipment, and generally licensed on a subscription basis (i.e, as Subscription Software), then such Subscription Software is subject to Section 3 of the SLA. The firmware preinstalled on Equipment included with an on-premises Software System as a service purchase, and any Microsoft operating system Licensed Software are subject to Section 2 of the SLA. 4.1.1. Transition to Subscription License Model. If the Parties mutually agree that any on- premises Subscription Software purchased under this SLA as part of an "on-premises Software System as a service" solution will be replaced with or upgraded to Subscription Software hosted in a data center, then upon such time the Parties execute the applicable agreement, (a) the licenses granted to such on-premises Subscription Software under this SLA will automatically terminate, (b) Customer and its Authorized Users will cease use of the applicable on-premises copies of Subscription Software, and (c) the replacement hosted Subscription Software provided hereunder will be governed by the terms of Section 4.3 Cloud Hosted Software System. 4.1.2. Transition Fee. Motorola will not charge additional Fees for Services related to the transition to hosted Subscription Software, as described in Section 4.2.1 — Transition to Subscription License Model. Notwithstanding the foregoing, subscription Fees may be greater than Fees paid by Customer for on-premises Subscription Software. 4.1.3. Software Decommissioning. Upon (a) transition of the on-premises Software System as a service to Subscription Software hosted in a data center or (b) any termination of the Subscription Software license for the on-premises Software System as a service, Motorola will have the right to enter Customer Sites and decommission the applicable on-premises Subscription Software that is installed at Customer's Site or on Customer-Provided Equipment. For clarity, Customer will retain the right to use Licensed Software that is firmware incorporated into Equipment purchased by Customer from Motorola and any Microsoft operating system Licensed Software. 4.2. Cloud Hosted Software System. If Customer purchases a "cloud hosted Software System," where the applicable software is hosted in a data center and provided to Customer as a service (i.e., as hosted Subscription Software), then such Subscription Software is subject to Section 3 of the SLA. Statement of Work MOTOROLA SOLUTIONS Page 27 Fresno County Sheriffs Office County Jail Video 4.3. Additional Cloud Terms. The terms set forth in this Section 4.4— Additional Cloud Terms apply in the event Customer purchases any cloud-hosted software Products. 4.3.1. Data Storage. Motorola will determine, in its sole discretion, the location of the stored content for cloud hosted software Products. All data, replications, and backups will be stored at a location in the United States for Customers in the United States. 4.3.2. Data Retrieval. Cloud hosted software Products will leverage different types of storage to optimize software, as determined in Motorola's sole discretion. For multimedia data, such as videos, pictures, audio files, Motorola will, in its sole discretion, determine the type of storage medium used to store the content. The type of storage and medium selected by Motorola will determine the data retrieval speed. Access to content in archival storage may take up to twenty-four (24) hours to be viewable. 4.3.3. Maintenance. Scheduled maintenance of cloud-hosted software Products will be performed periodically. Motorola will make commercially reasonable efforts to notify customers one (1)week in advance of any such maintenance. Unscheduled and emergency maintenance may be required from time to time. Motorola will make commercially reasonable efforts to notify customers of any unscheduled or emergency maintenance twenty-four (24) hours in advance. Section 5. Term. 5.1. Term. The term of this SLA (the"SLA Term")will commence upon the Effective Date of the MCA and shall continue for the duration of the term of the Agreement unless otherwise terminated in accordance with the provisions of the Agreement. The license granted for use of the Licensed Software is perpetual. 5.2. Termination - Licensed Software License. Notwithstanding the termination provisions of the MCA, Motorola may terminate this SLA (and any Agreements hereunder) immediately upon notice to Customer if Customer breaches Section 2 — Licensed Software License and Restrictions of this SLA, or any other provision related to Licensed Software license scope or restrictions set forth in an Exhibit, EULA, or other applicable Addendum. Upon termination or expiration of the SLA Term, all Motorola obligations under this SLA (including with respect to Equipment and Licensed Software delivered hereunder) will terminate. If Customer desires to purchase additional Services in connection with such Equipment or Licensed Software, Customer may enter into a separate Addendum with Motorola, governing such Services. 5.3. Termination - Subscription Software License. Notwithstanding the termination provisions of the MCA, Motorola may terminate this SLA, or suspend delivery of Subscription Software or Services, immediately upon notice to Customer if (a) Customer breaches Section 3 — Subscription Software License and Restrictions of this SLA, or any other provision related to Subscription Software license scope or restrictions set forth therein, or (b) it determines that Customer's use of the Subscription Software poses, or may pose, a security or other risk or adverse impact to any Subscription Software, Motorola, Motorola's systems, or any third party (including other Motorola customers). 5.4. Customer acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Licensed Software, Subscription Software, and Documentation, and that Customer's breach of the SLA will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Customer breaches Statement of Work ®MOTOROLA SOLUTIONS Page 28 Fresno County Sheriffs Office County Jail Video this SLA, in addition to termination, Motorola will be entitled to all available remedies at law or in equity (including immediate injunctive relief). 5.5. Applicable End User Terms. Additional license terms apply to third-party software included in certain software Products which are available online at www.motorolasolutions.com/legal-flow-downs. Customer will comply, and ensure its Authorized Users comply, with all such additional license terms. Section 6. Copyright Notices. The existence of a copyright notice on any Licensed Software will not be construed as an admission or presumption of publication of the Licensed Software or public disclosure of any trade secrets associated with the Licensed Software. Section 7. Survival. The following provisions will survive the expiration or termination of this SLA for any reason: Section 2 — Licensed Software License and Restrictions; Section 3 -- Subscription Software License and Restrictions; Section 4 -- Software Systems --Applicable Terms and Conditions; Section 5 —Term; Section 7 — Survival. Statement of Work ®MOTOROLA SOLVT/OfdS Page 29 Fresno County Sheriffs Office County Jail Video EXHIBIT B STATEMENT OF WORK Motorola shall completely replace the Fresno County Jail facilities Video Surveillance/Management system with the enterprise-grade Avigilon Unity VMS platform, including servers, storage, licensing, cabling and cameras. The Avigilon Unity VMS (Video Management System) includes North American produced video management software, purpose-built high-quality cameras, patented video analytic capabilities, network video recorders/storage and a host of industry leading integrations with 3-party solutions. The system will include (258) new IP cameras across the Main Jail and North Annex facility, with a total of (12) new servers providing 365+ days of video retention. This includes the following: 1. Inspection and Design of a new Video Management system including all new camera layouts with pre-engineering drawings, design stage markups and as-built drawings/riser diagrams displaying camera placement, design field of view, model/IP and other identifying information. 2. Phased demolition of existing coaxial cable and removal of existing analog cameras, to include housing and flex pipe where needed and possible. Demolition is also to include phased removal of IDF/MDF hardware such as coaxial patch panels, multiplexers, and other mounting hardware such as floor racks. 3. Installation of new cabling (category network cabling + single-mode fiber) for cameras, monitors, remote viewing workstations, and server connections. All cabling will use the existing raceway where possible. 4. Phased additions of necessary conduits/raceways that may also include core drilling to provide adequate pathways for the new camera/video management system. This approach will allow APIC to utilize MDF/IDF closets on each floor as hub points for redundant servers and switching. 5. Installation of new cameras, including wall/ceiling mount Dome, Fisheye, Corner, and Multi- Sensor cameras. Some cameras may be in stainless steel rugged housing (anti- ligature) depending on the installation location and camera purpose. All proposed cameras can connect to external microphones for audio listen-in purposes. (Audio microphones and equipment are not provided in this Exhibit. 6. Remote viewing workstations w/24" monitor will be installed in every control room for viewing, programming, and support. 7. System inspection includes aiming cameras at the time of installation, per the County of Fresno Sheriff's/Jail staff request. 8. System Training is included in this Exhibit during and at the end of the installation process. Statement of Work MOTOROLA SOLVT10fdS Page 30 Fresno County Sheriffs Office County Jail Video Major Equipment Main Jail Installation of Video Management Servers(8), licensing (158), cameras (158), housing, fiber optic panels, POE+ switching, and workstation monitors as described in Video System Equipment. North Annex Installation of Video Management Servers(4), licensing(100), cameras (100), housing, fiber optic panels, POE+ switching, and workstation monitors as described in Video System Equipment. The document delineates the general responsibilities between Motorola and the County of Fresno as agreed to by contract. 1 .1 Installation Approach Motorola recognizes the unique challenges a detention center provides. The phased approach will include project management meetings with jail staff to determine which areas of the facility can be worked in on a defined schedule of installation to accommodate the moving of population and staff. Motorola also understands that existing systems must remain functional during the installation phase. Due to this unique challenge this Agreement includes adjusted labor to accommodate for transitional installation as well as ensuring proper clean up, tool/equipment removal from work areas and work area inspections each day. Video storage, racks and POE switching w/Fiber backbone between each floor will allow for floor-by- floor phased installation to reduce/minimize service disruptions of existing system and population. 1 .2 Video System Equipment 1.2.1 Motorola Solutions Responsibilities Motorola's general responsibilities include the following: • Perform the installation of the Motorola-supplied equipment described above. • Schedule the implementation in agreement with the County of Fresno. • Coordinate the activities of all Motorola subcontractors under this contract. • Administer safe work procedures for installation. • Provide the County of Fresno with the appropriate system interconnect specifications for API/SDK use. • Complete installation within fourteen (14) months from the Effective Date of this Agreement. • Provide fourteen (14) training days to County staff. 1.2.2 Customer Responsibilities Statement of Work ®MOTOROLA SOLUTIONS Page 31 Fresno County Sheriffs Office County Jail Video The County of Fresno will assume responsibility for the installation and performance of all other equipment and work necessary for completion of this project that is not provided by Motorola. General responsibilities for the County of Fresno include the following: • Provide access to all buildings, equipment shelters, and IDF/MDF rooms required for system installation. • The County of Fresno will provide a dedicated delivery point, such as a warehouse, for receipt, inventory, and storage of equipment prior to delivery to the site(s). • Coordinate the activities of all County of Fresno staff, vendors or other contractors required for the completion of this project. 1 .2.3 Assumptions Motorola has made several assumptions in this scope of work, which are noted below. • All existing sites or equipment locations will have adequate electrical power in the proper phase and voltage, and site grounding to support the requirements of the system described. • Any site/location upgrades or modifications are the responsibility of the County of Fresno. • Approved local, state, or federal permits as may be required for the installation and operation of the proposed equipment are the responsibility of the County of Fresno. • County of Fresno acknowledges and agrees that the solution provided does not comprise an "alarm system" and Motorola is not an "alarm company operator" as defined in California's Business and Professions Code, Division 3, Chapter 11.6. • Any required system interconnections not specifically outlined here will be provided by the County of Fresno. These may include dedicated phone circuits, microwave links, or other types of connectivity. Motorola can be contracted to investigate the source and recommend solutions to mitigate the issue. 1 .2.4 Exceptions • Scope of Work EXCLUDES any unforeseen conditions; any equipment not listed in this quote • Scope of Work EXCLUDES any additional electrical/cooling upgrades required for this project • Scope of Work EXCLUDES patching, and replacement of ceiling tiles. • Scope of Work EXCLUDES finish Painting except welding touch up as described above • Scope of Work EXCLUDES masonry, concrete, ceiling tile • Scope of Work EXCLUDES work stoppages • Charges will be assessed for demobilization, additional trips made necessary by ordered work stoppages • Scope of Work EXCLUDES the correction of existing code violations • Scope of Work EXCLUDES any warranty on existing equipment • Scope of Work ASSUMES the existing equipment is in proper working order Statement of Work ®MOTOROLA SOLUTIONS Page 32 Fresno County Sheriff's Office November 20,2024 County Jail Video Avigilon Enterprise On-Premise VMS&Hardware Section 2 Equipment Lists PRODUCT . UNITY8-ENT 258 UNITY-ENT-SMART-5YR 258 NVR6-PRM-PLUS-FORM-H-44OTB-S22-NA 12 NVR6-AI NVR2-FORM-H-SFPPLUS-SR 24 RM7-W KS-4MN-NA 27 2.0C-H6A-D01-IR 89 6.0C-H6A-D01-IR 4 6.0C-HM-1301-IR 2 H4-BO-JBOX1 2 2.00-H5A-PTZ-DP40 1 I RPTZ-MNT-N PTA1 1 IRPTZ-MNT-WALL1 1 H4-MT-CRNR1 1 POE-I NJ-BT-60W-NA 1 15C-H5A-3MH 65 20C-H5A-4MH 1 NPTA-1001 5 W LMT-1001 5 CPNL-1001 5 POE-I NJ-BT-90W-NA 66 H5AMH-AD-PEND1 5 H5AMH-AD-DOME1 56 H5AMH-DO-COVR1 66 H5AMH-AD-CEIL1 5 H5AMH-DC-COVR1 5 H4AMH-AD-IRIL1 61 12.0W-H5A-FE-D01-IR 31 3.0C-H5A-CR1-IR-SS 15 10.0C-H5DH-D01-IR 29 H5DH-DO-JBOX1 29 Equipment Lists MOTOROLA SOLUTION-1 Page 33 Fresno County Sheriff's Office November 20,2024 County Jail Video Avigilon Enterprise On-Premise VMS&Hardware H5DH-MT-NPTA1 29 CM-MT-WALL1 29 ACC-MIC 19 PRODUCT • Ad FAILOVER Unity ENT failover channel 30 NVR6-PRM-FORM-D-96TB-S22-NA 1 NVR6-AINVR2-F0RM-D-SFPPLUS-SR 2 10G - Fiber SFP Multimode Module - LC Connection (2 Pack) 1 10Gig - Fiber- 2M LC-LC Patch Cord 2 Equipment Lists © MOTONOLASOLUTIONS Page 34 Fresno County Sheriff's Office November 20,2024 County Jail Video Avigilon Enterprise On-Premise VMS&Hardware Section 3 Design and Power Calculations Design and Power Calculations are included on the pages that follow. Equipment Lists ®MOrONMA SOLUTIONS Page 35 Pages 36-49 of Exhibit B Withheld Due to Security Risk Fresno County Sheriff's Office November 20,2024 County Jail Video Avigilon Enterprise On-Premise VMS&Hardware Section 4 Warranty and Maintenance Motorola Solutions will provide warranty services per our standard warranty terms and conditions as outlined within the Motorola Solutions Customer Agreement or other Agreement referenced within this proposal. Avigilon warranty terms and conditions are described in detail at this website: https://www.avigilon.com/support/warranty/limited-warranty. Subject to the terms described in the web link, a summary of the warranty periods for the equipment in this proposal is included here for convenience. Network Video Recorders: 5 Years H5A Cameras: 5 Years H4A Cameras: 3 Years Lenses and Accessories: 1 year Motorola and APIC warrant that the work performed will be of sound engineering practice and professional standards. Ongoing system maintenance and on-call support services are not included in this Agreement. A comprehensive maintenance and support offer can be provided in the future, at the request of the County. ®MOTOROLA SOLUT/Of�S Page 50 EXHIBIT C COMPENSATION AND PRICING Description Avigilon &Misc. Material Cost $2,587,922.00 Sales Tax 8.35% $216,091.49 After Tax Total $2,804,013.49 Labor/Installation, Commissioning &Training $1,070,317.00 Sub Total $3,874,330.49 Less Discount(If contracted by August 15,2025) ($152,426.00) Contract Total $3,721,904.49 Payment Terms Customer will make payments to Motorola within forty-five (45) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution. Motorola reserves the right to make partial shipments of equipment and invoice for partial shipment. Overdue invoices will bear simple interest at the maximum allowable rate. Motorola Solutions will use the following major milestones of the project for financial billing: 1. 20% of the Contract Price due upon Contract Execution (due upon effective date); 2. 30% of the Contract Price due upon shipment of Equipment from Staging; 3. 10% of the Contract Price due upon Installation Mobilization (Start of On-Site Work); 4. 30% of the Contract Price due upon Completion of Onsite Installation; and 5. 10% of the Contract Price due upon Final Acceptance. Motorola reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola reserves the right to invoice for installations or civil work completed on a site-by-site basis, when applicable. For Lifecycle Support Plan: Motorola will invoice Customer annually in advance of each year of the plan. ®MOTOROLA SOLUTIONS Page 51 Exhibit C Insurance Requirements 1. Required Policies Without limiting the County's right to obtain indemnification from the Contractor or any third parties, Contractor, at its sole expense, shall maintain in full force and effect the following insurance policies throughout the term of this Agreement. (A)Commercial General Liability. Commercial general liability insurance with limits of Two Million Dollars ($2,000,000) per occurrence and an aggregate of Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis. Coverage must include products, completed operations, property damage, bodily injury, personal injury, and advertising injury. The Contractor shall obtain an endorsement to this policy including the County of Fresno, its officers, agents, employees, and volunteers, individually and collectively, as additional insureds, but only insofar as the operations under this Agreement are concerned. Such coverage for additional insureds will apply asprimary insurance and any other insurance, or self-insurance, maintained by the County is excess only and not contributing with insurance provided under the Contractor's policy. (B)Automobile Liability. Automobile liability insurance with limits of One Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.Coverage must include any auto used in connection with this Agreement. (C)Workers Compensation. Workers compensation insurance as required by the laws ofthe State of California with statutory limits. (D)Employer's Liability. Employer's liability insurance with limits of OneMillion Dollars ($1,000,000) per occurrence for bodily injury and for disease. (E)Professional Liability. Professional liability insurance with limits of Two Million Dollars ($2,000,000) per claim and in the aggregate. 2. Additional Requirements (A)Verification of Coverage. Within 30 days after the Contractor signs this Agreement, and at any time during the term of this Agreement as requested by the County's Risk Manager or the County Administrative Office, the Contractor shall deliver, or cause its broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by mail or email to the person identified to receive notices under this Agreement, certificates of insurance and endorsements for all of the coverages required under thisAgreement. (B)Acceptability of Insurers. All insurance policies required under this Agreement must be issued by admitted insurers licensed to do business in the State of California and possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no less than A: VII. ®MOTOROLY SOLUTIONS Page 52 (C)Notice of Cancellation or Change. The Commercial General Liability, Automobile Liability, and Workers' Compensation policies will be endorsed to provide a 30 day notice of cancellation. (D)Waiver of Subrogation. The Contractor waives any right to recover from the County, its officers, agents, employees, and volunteers any amounts paid under the policy of worker's compensation insurance required by this Agreement. The Contractor is solely responsible to obtain any policy endorsement that may be necessary to accomplish that waiver, but the Contractor's waiver of subrogation under this paragraph is effective whether or not the Contractor obtains such an endorsement. (E)County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keepin effect at all times any insurance coverage required under this Agreement, the County may, in addition to any other remedies it may have, suspend or terminate this Agreement upon the occurrence of that failure. (F) Subcontractors. The Contractor shall require and verify that all subcontractors used bythe Contractor to provide services under this Agreement maintain insurance meeting all insurance requirements provided in this Agreement. This paragraph does not authorize the Contractor to provide services under this Agreement using subcontractors. ®MOTOROLA SOLUTIONS Page 53 Exhibit E S��jilFP on p�s FRESNO COUNTY SHERIFF'S OFFICE o � o POLICY ACKNOWLEDGEMENT d � z PREA—SEXUAL MISCONDUCT AND ABUSE Gnr.nm,ns As part of the National Standards to Prevent, Detect, and Respond to Prison Rape, the Sheriff's Office is required to ensure that all employees, contractors, and volunteers who have contact with incarcerated people are aware of their responsibilities under the Sheriff's Office sexual abuse prevention, detection, and response policy and procedure. ZERO-TOLERANCE The Fresno County Sheriff's Office maintains a ZERO-TOLERANCE policy regarding sexual abuse and sexual harassment. Not only does this include incarcerated person-on-incarcerated person sexual assault, but also sexual abuse, sexual misconduct, and sexual harassment of an incarcerated person by a staff member, contractor, or volunteer. SEXUAL ABUSE - IMMEDIATE RESPONSE If the incarcerated person was sexually abused within a time period that still allows for the collection of physical evidence, request that the victim not take any actions that could destroy the evidence (e.g., showering, brushing teeth, changing clothes, using the restroom, eating, drinking), and then immediately notify correctional staff. REPORTING ALLEGATIONS An incarcerated person may report sexual abuse* to any employee, volunteer, or contractor. If the incarcerated person reports the sexual abuse to you, you are required to immediately notify your supervisor and report the information to the on-duty Jail Watch Commander(600-8440). 'Incarcerated people may report any aspect of sexual abuse, sexual misconduct, and sexual harassment; retaliation by other incarcerated people or staff for reporting sexual abuse and sexual harassment; and staff neglect or violation of responsibilities that may have contributed to an incident of sexual abuse. Any allegation is a very serious situation and shall be treated with discretion and confidentiality. Apart from reporting to your supervisor and the Jail Watch Commander, do not reveal any information related to the sexual abuse to anyone other than those who"need to know" (i.e., those who need to make treatment, investigation, and other security and management decisions). SENSITIVITY Victims of sexual abuse may be seriously traumatized both physically and mentally. You are expected to be sensitive to the incarcerated person during your interactions with them. SEXUAL DISORDERLY CONDUCT By choosing to work in a jail environment, you have accepted the possibility that you may face inappropriate and socially deviant behavior. While it is not possible to stop all obscene comments and conduct by incarcerated people, neither shall it be accepted; acts of indecent exposure, sexual disorderly conduct and exhibitionist masturbation will not be tolerated. Any incarcerated person who engages in indecent exposure or sexual disorderly conduct shall be reported immediately to correctional staff, with a follow-up advisement to your supervisor. Sexually hostile conduct shall not be ignored. If you have any questions, please contact Please sign and return the attached Policy Acknowledgement form to your supervisviWorOROLA SOLUT/ONS Page 54 FRESNO COUNTY SHERIFFS OFFICE JAIL DIVISION POLICY ACKNOWLEDGEMENT PREA- SEXUAL MISCONDUCT AND ABUSE I hereby acknowledge that I received a copy of the Sexual Misconduct and Abuse policy for the Custody Division of the Fresno County Sheriff's Office and that I have read it, understand its meaning, and agree to conduct myself in accordance with it. Signed: Date: Print Name: Name of Employer: Name of Supervisor: MOTOROLA SCILUTIpn:S Page 55 Exhibit F COUNTY OF FRESNO SHERIFF'S OFFICE GUEST, OBSERVER, VOLUNTEER, OR NON-EMPLOYEE AGREEMENT ASSUMING RISK OF INJURY OR DAMAGE WAIVER AND RELEASE OF CLAIMS Whereas the undersigned, not being a member, employee, or agent of any law enforcement department, has made a voluntary request for permission to act as an observer, guest or volunteer in the Fresno County Detention Facilities and has requested permission to accompany and/or work with the assigned personnel of the Fresno County Jail Division during the performance of their official duties; And, whereas, the undersigned acknowledges that the work and activities of said Fresno County Jail Division at any time can be dangerous involving possible risk of injury, damage, expense, or loss to person or property. It is understood that the Fresno County Sheriff's Office has a strict "No Hostage" policy, which means that no inmate willbe allowed to leave a detention facility because of the taking of a hostage. Force may be necessary to rescue hostages. This policy will be applied in all cases without regard to the sex, age, or status of any hostage. Now, therefore, be it understood that the undersigned hereby agrees that the County of Fresno, the Fresno County Sheriff's Office and members of the Fresno County Sheriff's Office Jail Division and each of them shall not be held liable or responsible under any circumstances whatsoever by the undersigned, his or her estate, or heirs, for any injury, damage, expense, or loss to the person or property of the undersigned, incurred while acting as a guest-observer within the confines of the Fresno County Detention Facilities or while accompanying a staff member of the Fresno County Jail Division during the active performance of his/her official duties. *READ THIS DOCUMENT COMPLETELY BEFORE SIGNING* SIGNATURE: DATE: PARENT/GUARDIAN: ADDRESS: HOME PHONE: WORK PHONE: COMPLETE BACK OF FORM © MOTOROLA T!p C+ Page 56 J-180 FRESNO COUNTY SHERIFF'S OFFICE GUEST, OBSERVER, VOLUNTEER, OR NON-EMPLOYEE NAME: SEX: M F Last First Middle (Circle one) ADDRESS: Number Street Apt.# City State ZIP DRIVER'S LICENSE #: STATE: ®MOTOROLA SOLUTIONS Page 57 Fresno County Sheriff's Office November 20,2024 County Jail Video Avigilon Enterprise On-Premise VMS&Hardware BUSINESS/OCCUPATION/SCHOOL: RACE: HAIR: EYES: HEIGHT: WEIGHT: PLACE OF BIRTH: BIRTHDATE: City State IN CASE OF EMERGENCY/ACCIDENT (Nearest relative, parent/guardian): NAME: PHONE #: ADDRESS: Number Street Apt.# City State ZIP FAMILY DOCTOR/MEDICAL SERVICES REQUESTED BY OBSERVER IF INJUREDOR ILL: Received by: Computer#: Date of Tour: Pricing Summary MOTOMOLA SOLUTIONS Page 58