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R24-185
RESOLUTION NO. R24-185 2 3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON 4 BEACH, FLORIDA, APPROVING A PIGGYBACK AGREEMENT WITH 5 MOTOROLA SOLUTIONS, INC., FOR THE REPLACEMENT OF HANDHELD 6 RADIOS, UPGRADING EXISTING DISPATCH RADIO CONSOLES, AND 7 PURCHASING TWO ADDITIONAL DISPATCH RADIO CONSOLES; AND FOR 8 ALL OTHER PURPOSES. 9 10 WHEREAS, the State of Washington, acting by and through National Association of State 11 Procurement Officials (NASPO) ValuePoint, competitively procured Public Safety Communication 12 Products, Services, and Solutions ("Public Safety Radio") and executed Contact No. 00318, a five 13 (5) year agreement (the "State of Washington Agreement"), commencing January 1, 2022, with 14 two (2) additional one-year renewal options; and 15 WHEREAS, the City desires to replace handheld radios, upgrade existing dispatch radio 16 consoles, and purchase two additional dispatch radio consoles; and 17 WHEREAS, the City's Purchasing Policy Section X — Alternatives to Formal Sealed Bids, 18 provides authority for the City to acquire or contract for services without utilizing a sealed 19 competitive method or the written quotations methods where the desired services are the subject 20 of an agreement that utilizes another government entity's contract, provided that the contract 21 was awarded based strictly on competitive bidding; and 22 WHEREAS, to replace handheld radios, upgrade existing dispatch radio consoles, and 23 purchase two additional dispatch radio consoles for the City's Police department and other goods 24 and services on an as-needed basis (the "Supplies and Services"), the City's Police Department is 25 requesting the City enter into a Piggyback Agreement with Motorola Solutions, Inc., ("Vendor"); 26 and 27 WHEREAS, the City and Vendor have agreed to allow the City to piggyback the State of 28 Washington Agreement; and 29 WHEREAS, the total purchase price is $2,406,374.71, and Vendor shall provide the City a 30 technology credit in the amount of $1,065,185.00; therefore, the City shall pay Vendor the total 31 amount not to exceed $1,341,189.71; and 32 33 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the 34 best interests of the city's citizens and residents to approve a Piggyback Agreement with Motorola 35 Solutions, Inc., for the replacement of handheld radios, upgrading existing dispatch radio 36 consoles, and purchasing two additional dispatch radio consoles. 37 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON 38 BEACH, FLORIDA, THAT: 39 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 40 being true and correct and are hereby made a specific part of this Resolution upon adoption. 41 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby 42 approve a Piggyback Agreement between Motorola Solutions, Inc., and the City for the 43 replacement of handheld radios, upgrading existing dispatch radio consoles, and purchasing two 44 additional dispatch radio consoles (the "Piggyback Agreement"), in form and substance similar to 45 that attached as "Exhibit A." 46 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby 47 authorizes the Mayor to execute the Piggyback Agreement. The Mayor is further authorized to 48 execute any ancillary documents required under the Agreement or necessary to accomplish the 49 purposes of the Agreement and this Resolution. 50 SECTION 4. The City Clerk shall retain one fully-executed original of the Piggyback 51 Agreement as a public record of the City. A copy of the fully executed Piggyback Agreement shall 52 be provided to Daniel Cline to forward to the Vendor. 53 SECTION 5. This Resolution shall take effect in accordance with law. 54 [signatures on the following page] 55 56 57 58 59 ‘3141 60 PASSED AND ADOPTED this a0 day of 4cUaLL 2024. 61 CITY OF BOYNTON BEACH, FLORIDA 62 YES NO 63 Mayor-Ty Penserga 64 65 Vice Mayor-Aimee Kelley 66 67 Commissioner-Angela Cruz 68 69 Commissioner-Woodrow L. Hay 70 71 Commissioner-Thomas Turkin 72 73 VOTE `_J 0 74 ATTEST. 75 76 • fp, , 77 Maylee De esu MPA, MMC Ty Penserg. 78 City Clerk Mayor 79 80 APPROVED AS TO FORM: 81 (Corporate Seal) 82 83 dhadrA gm.6 84 Shawna G. Lamb 85 City Attorney PIGGYBACK AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND MOTOROLA SOLUTIONS, INC. This Piggyback Agreement is made as of thivay of August, 2024, by and between MOTOROLA SOLUTIONS, INC., with a principal address of 500 West Monroe, Chicago, IL. 60661, hereinafter referred to as "Vendor," and the CITY OF BOYNTON BEACH, a municipal corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean Avenue, Boynton Beach, Florida 33435, hereinafter referred to as "City." RECITALS WHEREAS, the State of Washington, acting by and through National Association of State Procurement Officials (NASPO) ValuePoint, competitively procured Public Safety Communication Products, Services, and Solutions ("Public Safety Radio") and executed Contact No. 00318, a five (5) year agreement (the "Master Agreement"), commencing January 1, 2022, with two (2) additional one-year renewal options; and WHEREAS, the City desires to replace handheld radios, upgrade existing dispatch radio consoles, and purchase two additional dispatch radio consoles; and WHEREAS, the City's Purchasing Policy Section X — Alternatives to Formal Sealed Bids, provides authority for the City to acquire or contract for services without utilizing a sealed competitive method or the written quotations methods where the desired services are the subject of an agreement that utilizes another government entity's contract, provided that the contract was awarded based strictly on competitive bidding; and WHEREAS, in order to replace handheld radios, upgrade existing dispatch radio consoles, and purchase two additional dispatch radio consoles for the City's Police department and other goods and services on an as-needed basis (the "Supplies and Services"), the City's Police Department is requesting the City enter into a Piggyback Agreement with Vendor; and WHEREAS, the City and Vendor have agreed to allow the City to piggyback the Master Agreement, a copy of which is attached as Exhibit"A." NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other valuable consideration received, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT 1. The foregoing recitals are true and correct and are hereby incorporated into this Piggyback Contract—Motorola Solutions 1 Agreement. 2. TERM: The term of this Agreement commences on August*.o, 2024, and will remain in effect until December 31, 2026, with two (1) one-year renewal options ("Term"). The Mayor is authorized to execute amendments renewing the Agreement on behalf of the City. The initial term and any subsequent renewals of this Agreement are subject to the renewal or extension of the Master Agreement. If the Master Agreement expires or is terminated during the Term, this Agreement shall terminate no later than six months after such expiration or termination of the Master Agreement. 3. CONTRACT TERMS: The Vendor agrees to provide Supplies and Services to the City on the same terms and in the same manner as set forth in the Master Agreement, a copy of which is attached hereto as Exhibit A, except as otherwise provided herein. Vendor shall provide the radios and consoles described in Quote No. 2587324 and Console Proposal, which are attached hereto as Composite Exhibit B, upon affirmation of funding, a PO, and issuance of written notice to proceed with ordering issued by the City's Police Chief. All recitals, representations, and warranties of Vendor made by Vendor in the Master Agreement are restated as if set forth fully herein, made for the benefit of the City, and incorporated herein, except that all references to the "State of Washington" or "Enterprise Services") are hereby replaced with the "City of Boynton Beach." The City shall compensate Vendor as follows for all Supplies and Services described in Composite Exhibit B: the total purchase price is $2,406,374.71, Vendor shall provide City a technology credit in the amount of$1,065,185.00; therefore, the City shall pay Vendor the total amount not to exceed $1,341,189.71. Payment shall be made in accordance with the Master Agreement; however, if shipment occurs on or after August 1, 2025, payment by City shall be due no earlier than October 1, 2025. City may order additional products and services pursuant to the Master Agreement upon a duly executed amendment to this Agreement. 4. NOTICES: All Notices to the City shall be in writing by certified mail return receipt requested, or customarily used overnight transmission with proof of delivery, sent to: City: Daniel Dugger,City Manager City of Boynton Beach P.O.Box 310 Boynton Beach,Florida 33425 Telephone: (561)742-6010/Facsimile: (561)742-6090 Copy: Shawna G.Lamb,City Attorney City of Boynton Beach P.O. Box 310 Boynton Beach, Florida 33425 Telephone: (561) 742-6010/Facsimile: (561) 742-6090 Piggyback Contract—Motorola Solutions 2 5. INVOICES AND PAYMENT: Invoices must identify the PO number and should be mailed to: Boynton Beach Finance Attn: Accounts Payable 100 E. Ocean Avenue Boynton Beach, FL 33435 Invoices shall show the nature of the service and dates(s) of service and in accordance with Exhibit A, unless otherwise stated in the payment schedules in Composite Exhibit B. Invoices may be submitted no more frequently than monthly. However, all services rendered prior to September 30th of any given year are required to be invoiced by September 30th of that year. Vendor shall provide W-9 with first invoice. The fee shall be paid based on receipt of a proper invoice in accordance with the invoice schedule indicated above. Payment will be made within 45 days of receipt of a proper invoice in accordance with the Local Government Prompt Payment Act, Section 218.70, et al., Florida Statutes. No payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by Vendor, either wholly or in part, and no payment shall be construed to be an acceptance of or to relieve Vendor of liability for the defective, faulty or incomplete rendition of the services. 6. TAX EXEMPT: Prices applicable to City do not include applicable state and local sales, use, and related taxes. The City is exempt from state and local sales and use taxes and shall not be invoiced for the same. Upon request, City will provide Vendor with proof of tax-exempt status. 7. SOVEREIGN IMMUNITY: Nothing contained in this Agreement nor contained herein shall be considered nor construed to waive City's rights and immunities under the common law or section 768.28, Florida Statutes, as may be amended. 8. ATTORNEY'S FEES: In the event that either Party brings suit for enforcement of the Agreement, each Party shall bear its own attorney's fees and court costs. 9. PUBLIC RECORDS: Sealed documents received by the City in response to an invitation are exempt from public records disclosure until thirty (30) days after the opening of the Bid unless the City announces intent to award sooner, in accordance with Florida Statutes 119.07. The City is a public agency subject to Chapter 119, Florida Statutes. The Vendor shall comply with Florida's Public Records Law. Specifically, the Vendor shall: A. Keep and maintain public records required by the City to perform the service; B. Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law; Piggyback Contract—Motorola Solutions 3 C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and, following completion of the contract, Vendor shall destroy all copies of such confidential and exempt records remaining in its possession once the Vendor transfers the records in its possession to the City; and D. Upon completion of the contract, Vendor shall transfer to the City, at no cost to the City, all public records in Vendor's possession All records stored electronically by Vendor must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. E. IF THE VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK OFFICE 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 561-742-6060 CityCierk(a�bbfi.us 10. SCRUTINIZED COMPANIES - 287.135 AND 215.473: By execution of this Agreement, Vendor certifies that Vendor is not participating in a boycott of Israel. The Vendor further certifies that Vendor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Vendor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to the Vendor of the City's determination concerning the false certification. The Vendor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, the Vendor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If the Vendor does not demonstrate that the City's determination of false certification was made in error, then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 11. E-VERIFY: Vendor shall comply with Section 448.095, Fla. Stat., "Employment Eligibility," including the registration and use of the E-Verify system to verify the work authorization status of employees. Failure to comply with Section 448.095, Fla. Stat. shall result in termination of this Agreement. Any challenge to termination under this Piggyback Contract—Motorola Solutions 4 provision must be filed in the Circuit Court no later than 20 calendar days after the date of termination. If this Agreement is terminated for a violation of the statute by Vendor, Vendor may not be awarded a public contract for a period of one (1) year after the date of termination. 12. DISPUTES: Any disputes that arise between the parties with respect to the performance of this Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent jurisdiction exclusively in Palm Beach County, Florida. This Agreement shall be construed under Florida Law. 13. EXECUTION OF THE AGREEMENT: This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts, which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes. Each person signing this Agreement on behalf of either Party individually warrants that he or she has full legal power to execute the Addendum on behalf of the Party for whom he or she is signing and to bind and obligate such Party with respect to all provisions contained in this Agreement 14. TERMINATION FOR CONVENIENCE: This Agreement may be terminated by the City for convenience upon thirty (30) calendar days of written notice by the terminating party to the other party for such termination in which event the Vendor shall be paid its compensation for equipment delivered and services performed to the termination date, including services reasonably related to termination. 15. TERMINATION FOR CAUSE: In addition to all other remedies available to City, this Agreement shall be subject to cancellation by City for cause, should Vendor neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days' after receipt by Vendor of written notice of such neglect or failure. 16. INSURANCE: At the time of execution of this Agreement, Vendor shall provide the City with a copy of its Certificate of Insurance reflecting the insurance coverage required by the Master Agreement. The Certificate of Insurance shall name the City of Boynton Beach, and its officers, employees and agents as an additional insured. 17. LIMITATION OF LIABILITY: Notwithstanding any provision of the Agreement to which it is applicable, City shall not be liable or responsible to Vendor beyond the amount remaining due to Vendor under the Agreement, regardless of whether said liability be based in tort, contract, indemnity or otherwise; and in no event shall City be liable to Vendor for punitive or exemplary damages or for lost profits or consequential damages. 18. INDEPENDENT CONTRACTOR: The Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that Vendor is an independent contractor pursuant to the Agreement and shall not be considered the City's employee for any purpose. 19. COMPLIANCE WITH LAWS: Vendor hereby warrants and agrees that at all times Piggyback Contract—Motorola Solutions 5 material to the Agreement, Vendor shall perform its obligations in compliance with all applicable federal, state, and local laws, rules, and regulations, including section 501.171, Florida Statutes. Non-compliance may constitute a material breach of the Agreement. 20. ASSIGNMENT: In the event this Agreement and any interests granted herein shall be assigned, transferred, or otherwise encumbered, under any circumstances by Vendor, Vendor must gain prior written consent from City thirty (30) business days before such transfer. For purposes of this Agreement, any change of ownership of Vendor shall constitute an assignment that requires City's approval. Notwithstanding the foregoing, Vendor may, without City's consent, assign this Agreement in whole or in part as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets related to this Agreement. Vendor shall provide City written notice of any such corporate reorganization, consolidation, merger, or sale of substantially all of its assets related to this Agreement within thirty (30) calendar days of such event. 21. AGREEMENT SUBJECT TO FUNDING: The Agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Boynton Beach in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. Early termination by City due to loss of funding shall not obligate Vendor to refund any prepaid fees. 22. ENTIRE AGREEMENT. The Agreement, including the Master Agreement, sets forth the entire Agreement between the City and the Vendor with respect to the subject matter of this Agreement. This Agreement supersedes all prior and contemporaneous negotiations, understandings, and agreements, written or oral, between the parties. This Agreement may not be modified except by the parties' mutual agreement set forth in writing and signed by the parties. 23. SEVERABILITY. If any provision of this Agreement or application thereof to any person or situation shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable, shall not be affected thereby, and shall continue in full force and effect, and be enforced to the fullest extent permitted by law. 24. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, Vendor shall provide City with an affidavit attesting that the Vendor does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. Piggyback Contract—Motorola Solutions 6 IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the day and year first written above. CITY OF BOYNTBEACH,FLORIDA MO OROLA I LUTIONS, INC. .� ' Pg'rta y u9n.d by �/ Daniel o,�k,�„xh�, 10,14:zu r ��� Sanchez o.�e�oa,.o�.�u 7 vr, i� nsi:a,o,oy4).1,7 y Penserga, Ma (Signature), Company Daniel Sanchez Print Name of Authorized Official Territory Vice President Title ,,,111111„i,,,,, Approved as to Form: ,,o s% C:i1a► SO/4''!',,, /fit Gii ✓ „ ......: _ FA m,� = Shawna G. Lamb, City Attorney /973 973 =(Corporate Seal) .... Al iiiiiiiiiiii!III iiiiiii''''s Attest/Authenticated: Atte Authenticated: irkx•ilt/ (Signature),Witness L, , (-0_,-- L K ._ Maylee Der , City Clerk Print Name il \i; gOYN to��` i k..•SRPdRq;. 611 1 67. SEAL Y7 I gi 'IIVCoRp°RAT i 1920 ; its \ ORIDA ‘`” %%'._ ii Piggyback Contract—Motorola Solutions EXHIBIT A MASTER AGREEMENT NO. 00318 FOR PUBLIC SAFETY COMMUNICATIONS PRODUCTS, SERVICES,AND SOLUTIONS, BETWEEN THE NATIONAL ASSOCIATION OF STATE PROCUREMENT OFFICIALS (NASPO)VALUEPOINT,AND MOTOROLA SOLUTIONS, INC. Piggyback Contract—Motorola Solutions 8 Washington State Department of NASPO Enterprise Services ValuePoint COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES AND SOLUTIONS For Use by Eligible Purchasing Entities By and Between STATE OF WASHINGTON DEPARTMENT OF ENTERPRISE SERVICES and MOTOROLA SOLUTIONS, INC. Dated January 1, 2022 COOPERATIVE PURCHASING MASTER AGREEMENT No. 00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES AND SOLUTIONS FOR SUB-CATEGORY 1.1 RADIO SINGLE-BAND PORTABLE RADIO(P25) SUB-CATEGORY 1.2 RADIO SINGLE-BAND MOBILE RADIO(P25) SUB-CATEGORY 1.3 RADIO:SINGLE-BAND DESKTOP RADIO(P25) SUB-CATEGORY 1.4 RADIO MULTI-BAND PORTABLE RADIO(P25) SUB-CATEGORY 1.5 RADIO MULTI-BAND MOBILE RADIO(P25) SUB-CATEGORY 1.6 RADIO MULTI-BAND DESKTOP RADIO(P25) SUB-CATEGORY 1.7 RADIO BASE STATION/REPEATER(P25) SUB-CATEGORY 2.1 RADIO CONVENTIONAL ANALOG PORTABLE(NON-P25) SUB-CATEGORY 2.2 RADIO CONVENTIONAL ANALOG MOBILE(NON-P25) SUB-CATEGORY 2.3 RADIO CONVENTIONAL ANALOG DESKTOP(NON-P25) SUB-CATEGORY 2.4 RADIO CONVENTIONAL ANALOG BASE STATION/REPEATER(NON-P25) CATEGORY 4 DISPATCH CONSOLES COMPLETE TURNKEY RADIO SOLUTION This Cooperative Purchasing Master Agreement ("Cooperative Purchasing Master Agreement") is made and entered into by and between Enterprise Services acting by and through the State of Washington ("Enterprise Services") and Motorola Solutions, Inc., an Delaware corporation ("Contractor") and is dated and effective as of January 1, 2022. RECITALS A. Pursuant to Legislative authorization, Enterprise Services, on behalf of the State of Washington, is authorized to develop, solicit, and establish Cooperative Purchasing Master Agreements for goods and services to support Washington state agencies. See RCW 39.26.050(1). The Washington State Legislature has authorized Enterprise Services to make these Cooperative Purchasing Master Agreements available, pursuant to agreement in which Enterprise Services ensures full cost recovery, to other local or federal government agency or entity, public benefit nonprofit organizations, or any tribes located in the State of Washington. See RCW 39.26.050(1) & (2). B. The Washington State Legislature also has authorized Enterprise Services to participate in, sponsor, conduct, or administer certain cooperative purchasing agreements for the procurement of goods or services. See RCW 39.26.060(1). One of the approaches that Enterprise Services utilizes to participate in cooperative purchasing agreements with other states is NASPO ValuePoint. C. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is a nonprofit subsidiary of the National Association of State Procurement Officials (NASPO). The NASPO ValuePoint purchasing cooperative program is led by state procurement officers from member states. NASPO ValuePoint does not award contracts; rather, it assists states, for an administrative fee, in their collaboration pertaining to solicitations and the resulting master agreements. COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 1 (Rev.2020-03-11) D. Pursuant to the NASPO ValuePoint cooperative purchasing model, a state serves as the 'lead state' to conduct a competitive procurement in compliance with that state's procurement laws and award a cooperative purchasing master agreement with a contractor for the specified goods or services. States (including the District of Columbia and the organized territories of the United States), including the lead state, then may participate in that cooperative purchasing master agreement by executing a Participating Addendum. Until a Participating Addendum is executed by the applicable state (a 'participating entity'), no agency or other eligible organization (a 'purchasing entity') may purchase pursuant to the cooperative purchasing master agreement. Under Washington law, at the time of solicitation, states may provide supplemental substantive terms and conditions to inform the competitive procurement. In addition, pursuant to their Participating Addendum, states may require certain administrative terms and conditions (e.g., a vendor management fee for sales within the state, state registration and reporting). Contractor, however, has no obligation to condition execution of a Participating Addendum on substantive terms and conditions that were not competitively procured. E. Enterprise Services, as part of a cooperative purchasing competitive governmental procurement, with administrative support from NASPO ValuePoint, issued Competitive Solicitation No. 00318 dated November 16, 2020 regarding Public Safety Communications Products, Services and Solutions ("Public Safety Radio"). Sixteen (16) states indicated an intent to utilize the resulting Cooperative Purchasing Master Agreement. F. Enterprise Services and a stakeholder team consisting of representatives from Washington, California, Alaska, Oregon, Montana, Tennessee, Colorado and Nevada evaluated all responsive bids to the Competitive Solicitation and identified Contractor as an Apparent Successful Bidder for the Category identified above. G. Enterprise Services determined that entering into this Cooperative Purchasing Master Agreement will meet the cooperative purchasing needs and be in the best interest of the State of Washington. H. The purpose of this Cooperative Purchasing Master Agreement is to enable Participating or Purchasing Entities to purchase Public Safety Radio products and services, in the awarded Category as set forth herein. AGREEMENT Now THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties hereto hereby agree as follows: 1. TERM. The term of this Master Agreement begins January 1, 2022 and ends on December 31, 2026; provided, however that, the contract term shall be extended for twenty-four (24) months if, in Enterprise Services' sole, reasonable judgement, which shall occur no later than June 30, 2025, Contractor meets the following performance metrics: COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 2 (Rev.2020-03-11) • Reports: Contractor provides timely and accurate reports as detailed in this Master Agreement and Participating Addendums; and • Administrative Fee Payments: Contractor provides timely and accurate Administrative Fee payments as detailed in this Master Agreement and Participating Addendums. Notwithstanding any provision to the contrary, to effectuate a smooth transition for Participating States and Purchasing Entities for Public Safety Communications Products, Services and Solutions to begin on January 1, 2022, Contractor shall provide implementation and transition support to Participating States who wish to utilize the Master Agreement, beginning upon the date such Participating State and Contractor executes a Participating Addendum. For the avoidance of doubt, no orders for products or services shall be made under this Agreement prior to January 1, 2022. 2. PARTICIPANTS AND SCOPE. This Cooperative Purchasing Master Agreement may be utilized under the following conditions: 2.1. PARTICIPATING ENTITIES. Contractor may not sell Public Safety Radio products and services under this Cooperative Purchasing Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The terms and conditions set forth in the Cooperative Purchasing Master Agreement are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented, or amended by a Participating Addendum; Provided, however, that no Participating Addendum shall operate to alter or modify any substantive terms of this Cooperative Purchasing Master Agreement which were solicited and procured pursuant to a competitive procurement. By way of illustration and not limitation, Participating Entities may include unique administrative, delivery, and invoicing requirements, as well as entity-specific confidentiality requirements and similar entity-specific administrative requirements in purchase Orders utilizing this Cooperative Purchasing Master Agreement. 2.2. PURCHASING ENTITIES. Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order or other commitment document against the Cooperative Purchasing Master Agreement and becomes financially committed to the purchase. 2.3. PARTICIPATING ADDENDUM. Obligations under this Cooperative Purchasing Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive or other process to determine which Cooperative Purchasing Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum as instructed by the Lead State to support documentation of participation and posting in appropriate databases. 2.4. PURCHASING ENTITY RIGHTS. Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Cooperative Purchasing Master Agreement and applicable Participating Addendum and will have the same rights COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 3 (Rev.2020-03-11) and responsibilities for their purchases as the Lead State has in the Cooperative Purchasing Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Cooperative Purchasing Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. Contractor will apply the charges and invoice each Participating Entity individually. 2.5. PARTICIPATING ADDENDUM APPROVAL. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the approval of participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum. 3. SCOPE—INCLUDED GOODS/SERVICES AND PRICE. 3.1. CONTRACT SCOPE. Pursuant to this Cooperative Purchasing Master Agreement, Contractor is authorized to sell only those Public Safety Radio Products and Services in the category above posted on the NASPO ValuePoint website. Contractor shall not represent to any Participating or Purchasing Entity under this Cooperative Purchasing Master Agreement that Contractor has contractual authority to sell any Public Safety Radio Products beyond those approved and posted on the NASPO ValuePoint website. 3.2. MINIMUM WARRANTY FOR INCLUDED GOODS/SERVICES. Notwithstanding any provision to the contrary, Contractor agrees to and is providing a minimum warranty of no less than one (1) year for any goods/services included in this Cooperative Purchasing Master Agreement. Such minimum warranty begins when the goods/services are accepted by Purchasing Entity or as agreed by Purchasing Entity in its ordering documentation. Such minimum warranty includes all firmware and software updates within warranty period. Parts and related software will be free from defects in material and workmanship for one (1) year. If a product fails because of a defect in workmanship or materials within one (1) year from the date of acceptance by Purchasing Entity, manufacture shall repair or replace the product or part with a new product or part without charge to Purchasing Entity. 3.3. ADDITIONAL WARRANTY OPTIONS — See Motorola Solutions Pricing Document on the NASPO ValuePoint website for descriptions and pricing for all available warranty options. 3.4. AVAILABLE SERVICES — See Motorola Solutions Pricing Document on the NASPO ValuePoint website for descriptions and pricing for all available services. 3.5. ABILITY TO MODIFY SCOPE OF COOPERATIVE PURCHASING MASTER AGREEMENT. Subject to mutual agreement between the parties, Enterprise Services, acting as the lead state, reserves the right to modify the Public Safety Radio Products included in this Cooperative Purchasing Master Agreement; Provided, however, that any such modification shall be effective only upon thirty (30) days advance written notice; and Provided further, that any such modification must be within the scope of this competitively procured Cooperative Purchasing Master Agreement. In no event shall such modification, if authorized by Enterprise Services, limit the requirement for cooperative purchasing agreements to be subject to competitive procurement. COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 4 (Rev.2020-03-11) 3.6. PRoDucr UPDATES. Upon approval, Contractor may update their products/pricelist on a semi- annual basis. Contractor must submit to the Lead Contract Administrator a revised product/pricelist highlighting changes and include an effective date of the change. At no time during the contract term shall products be deleted from the products/pricelist. Discontinued products/services must be struck-through and highlighted for ease of review process. Product/pricelist updates must be submitted for review and approval to the Lead Contract Administrator thirty (30) days prior to the effective date of the change. All products/pricelist will be posted on the NASPO ValuePoint website. Product updates for January 1st through June 30th must be submitted to Lead State Contract Administrator by June 1st to be eligible for product updates effective July 1st. Product updates for July 1st through December 31st must be submitted to the Lead State Contract Administrator by December 15t to be eligible for product updates effective January 1st Additional product updates may be considered for approval with proper 30 day notice at the discretion of the Lead State. Semi-Annual Submitted By Effective Date January 1-June 30 June 1st July 1st July 1-December 31 December 1st January 1st System Solution providers may update their list of available products quarterly. Quarterly means the last day of each calendar quarter,see below. Quarter Submitted By Effective Date January 1-March 30 March 1st April 1st April 1-June 30 June 1st July 1st July 1-September 30 September 1st October 15t October 1-December 31 December 1st January 1st All System Solution available product options will be posted on the NASPO ValuePoint website. A minimum of thirty-three percent (33%) of the components offered in a complete Radio or Microwave System Solution must be indexed on the Awarded Contractor's Price List. Enterprise Services reserves the right to audit System Solution orders for compliance. Updates to System Solution available products must be submitted to the Lead Contract Administrator 30 days prior to the effective date of the change. Additional product options may be considered for approval with proper 30 day notice at the discretion of the Lead State. 3.7. ECONOMIC ADJUSTMENTS. All pricing must be guaranteed for the first year of the Cooperative Purchasing Master Agreement. Following the guarantee period, any request for price increases must be for an equal guarantee period (1 year), and must be submitted to the Lead State at least thirty (30) calendar days prior to the effective date. The Lead State will review a documented request for an MSRP price list increase only after the Price Guarantee Period. Requests for price increases must include sufficient documentation supporting the request and demonstrating the reasonableness of the adjustment when comparing the current price COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 5 (Rev.2020-03-11) list to the proposed price list. Documentation may include: the manufacturer's national price increase announcement letter, a complete and detailed description of what products are increasing and by what percentage, a complete and detailed description of what raw materials and/or other costs have increased and provide proof of increase, index data and other information to support and justify the increase. The price increase must not produce a higher profit margin than the original contract, and must be accompanied by sufficient documentation and nationwide notice of price adjustment to the published manufacturer's price list. No retroactive price increases will be allowed. Price Reductions. In the event of a price decrease in any category of product at any time during the contract in an OEM's published manufacturer's price list, including renewal options, the Lead State shall be notified immediately. All published manufacturer's price list price reductions shall be effective upon the notification provided to the Lead State. Enterprise Services reserves the right to request clarification and justification for requested Economic Adjustments. Economic Price Adjustment requests for January 1st through June 30th must be submitted to Lead State Contract Administrator by June 1st to be eligible for product updates effective July 1st. Product updates for July 1" through December 31" must be submitted to the Lead State Contract Administrator by December 1" to be eligible for product updates effective January 1st Semi-Annual Submitted By Effective Date January 1-June 30 June 1St July 1" July 1-December 31 December 15t January 1" 3.8. PRICE CEILING. Although Contractor may offer lower prices, including volume discounts, to Purchasing Entity, during the term of this Cooperative Purchasing Master Agreement, Contractor guarantees to provide the Goods/Services at no greater than the prices set forth approved and posted on the NASPO ValuePoint website. 3.9. COOPERATIVE PURCHASING MASTER AGREEMENT INFORMATION. Enterprise Services shall maintain and provide information regarding this Cooperative Purchasing Master Agreement, including scope and pricing,to eligible Purchasing Entity. 3.10. CONTRACTOR RESPONSIBILITIES. Contractor shall be responsible for successful performance of the Cooperative Purchasing Master Agreement and also for the successful performance of any and all of their partners. Contractor is to be the sole point of contact as applicable by Cooperative Purchasing Master Agreement with regard to contractual matters, payment of any and all charges resulting from the purchase of the products and maintenance of the product for the term of the Cooperative Purchasing Master Agreement unless otherwise specified by a Participating State in a Participating Addendum and/or the Cooperative Purchasing Master Agreement. Contractor must be able to receive, process, and invoice orders unless the Participating State has agreed to assign these functions to a partner. Contractor will be responsible for compliance with requirements under the Cooperative Purchasing Master Agreement, even if requirements are delegated to partners. Contractor and partners must not in any way represent themselves in the name of the Lead State, NASPO ValuePoint or Participating States. COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 6 (Rev.2020-03-11) 4. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor makes each of the following representations and warranties as of the effective date of this Cooperative Purchasing Master Agreement and at the time any order is placed pursuant to this Cooperative Purchasing Master Agreement. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach. 4.1. QUALIFIED To Do BUSINESS. Contractor represents and warrants that it is in good standing and qualified to do business in the State of Washington, that it is registered with the Washington State Department of Revenue and the Washington Secretary of State, that it possesses and shall keep current all required licenses and/or approvals, and that it is current, in full compliance, and has paid all applicable taxes owed to the State of Washington. Contractor further represents and warrants that, within fifteen (15) days of executing any Participating Addendum and prior to making any sales pursuant to such Participating Addendum, Contractor shall be in good standing and qualified to do business in such state and that Contractor properly shall have registered to do business in such state, shall possess and shall keep current all required licenses and/or approvals, and that it shall be current, in full compliance, and have paid all applicable taxes owed to such state. 4.2. SUSPENSION & DEBARMENT. Contractor represents and warrants that neither it nor its principals or affiliates presently are debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in any governmental contract by any governmental department or agency within the United States. 4.3. QUALITY OF GOODS OR SERVICES. Contractor represents and warrants that any goods and/or services sold pursuant to this Cooperative Purchasing Master Agreement shall be merchantable, shall conform to this Cooperative Purchasing Master Agreement and Purchasing Entity's Purchase Order, shall be fit and safe for the intended purposes as specified in this Agreement, shall be free from defects in materials and workmanship, and shall be produced and delivered in full compliance with applicable law. Contractor further represents and warrants it has clear title to the goods and that the same shall be delivered and the services provided free of liens and encumbrances. Upon breach of warranty, Contractor will repair or replace (at no charge to Purchasing Entity) any goods and/or services whose nonconformance is discovered and made known to the Contractor. If, in Purchasing Entity's judgment, repair or replacement is inadequate, or fails of its essential purpose, Contractor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys' fees and costs. These warranties do not apply to: (i) defects or damage resulting from: use of the equipment or software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Contractor; Purchasing Entity's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship equipment to the repair depot; (vi) scratches or other COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 7 (Rev.2020-03-11) cosmetic damage to equipment surfaces that does not affect the operation of the equipment; and (vii) normal or customary wear and tear. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND CONTRACTOR SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. 4.4. WAGE VIOLATIONS. Contractor represents and warrants that, during the term of this Cooperative Purchasing Master Agreement and the three (3) year period immediately preceding the award of the Cooperative Purchasing Master Agreement, it is not determined, by a final and binding citation and notice of assessment issued by the Washington Department of Labor and Industries or through a civil judgment entered by a court of limited or general jurisdiction, to be in willful violation of any provision of Washington state wage laws set forth in RCW chapters 49.46, 49.48, or 49.52. 4.5. PAY EQUALITY. Contractor represents and warrants that, among its workers, similarly employed individuals are compensated as equals. For purposes of this provision, employees are similarly employed if the individuals work for the same employer, the performance of the job requires comparable skill, effort, and responsibility, and the jobs are performed under similar working conditions. Job titles alone are not determinative of whether employees are similarly employed. Contractor may allow differentials in compensation for its workers based in good faith on any of the following: a seniority system; a merit system; a system that measures earnings by quantity or quality of production; a bona fide job-related factor or factors; or a bona fide regional difference in compensation levels. A bona fide job- related factor or factors may include, but not be limited to, education, training, or experience that is: consistent with business necessity; not based on or derived from a gender-based differential; and accounts for the entire differential. A bona fide regional difference in compensation level must be consistent with business necessity; not based on or derived from a gender-based differential; and account for the entire differential. Notwithstanding any provision to the contrary, upon breach of warranty and Contractor's failure to provide satisfactory evidence of compliance within thirty (30) days, Enterprise Services may suspend or terminate this Cooperative Purchasing Master Agreement and any Purchasing Entity hereunder similarly may suspend or terminate its use of the Cooperative Purchasing Master Agreement and/or any agreement entered into pursuant to this Cooperative Purchasing Master Agreement. 4.6. EXECUTIVE ORDER 18-03—WORKERS' RIGHTS. Contractor represents and warrants, as previously certified in Contractor's Bidder's Certification, that Contractor does NOT require its employees, as a condition of employment, to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. Contractor further represents and warrants that, during the term of this Cooperative Purchasing Master Agreement, Contractor shall not, as a condition of employment, require its employees to sign or agree to mandatory individual arbitration clauses or class or collective action waivers. 4.7. PROCUREMENT ETHICS & PROHIBITION ON GIFTS. Contractor represents and warrants that it complies fully with all applicable procurement ethics restrictions including, but not limited COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 8 (Rev.2020-03-11) to, restrictions against Contractor providing gifts or anything of economic value, directly or indirectly,to Purchasing Entity's employees. 4.8. WASHINGTON'S ELECTRONIC BUSINESS SOLUTION (WEBS). Contractor represents and warrants that it is registered in Washington's Electronic Business Solution (WEBS), Washington's contract registration system and that, all of its information therein is current and accurate and that throughout the term of this Cooperative Purchasing Master Agreement, Contractor shall maintain an accurate profile in WEBS. 4.9. STATEWIDE PAYEE DESK. Contractor represents and warrants that it is registered with the Statewide Payee Desk, which registration is a condition to payment. 4.10. COOPERATIVE PURCHASING MASTER AGREEMENT PROMOTION; ADVERTISING AND ENDORSEMENT. Contractor represents and warrants that it shall use commercially reasonable efforts both to promote and market the use of this Cooperative Purchasing Master Agreement with eligible Purchasing Entity and to ensure that those entities that utilize this Cooperative Purchasing Master Agreement are eligible Purchasing Entity. Contractor understands and acknowledges that neither Enterprise Services nor Purchasing Entity are endorsing Contractor's goods and/or services or suggesting that such goods and/or services are the best or only solution to their needs. Accordingly, Contractor represents and warrants that it shall make no reference to Enterprise Services, any Purchasing Entity, or the State of Washington in any promotional material without the prior written consent of Enterprise Services. 4.11. COOPERATIVE PURCHASING MASTER AGREEMENT TRANSITION. Contractor represents and warrants that, in the event this Cooperative Purchasing Master Agreement or a similar contract, is transitioned to another contractor (e.g., Cooperative Purchasing Master Agreement expiration or termination), Contractor shall use commercially reasonable efforts to assist Enterprise Services for a period of sixty (60) days to effectuate a smooth transition to another contractor to minimize disruption of service and/or costs to the State of Washington. 4.12. SUB-CONTRACTORS, AUTHORIZED RESELLERS/DEALERS. MANUFACTURER'S REPRESENTATIVE (PARTNERS). If utilizing partners, Contractor is responsible for such partners providing products and services, as well as warranty and maintenance services for any product or solution such partners provide pursuant to this Cooperative Purchasing Master Agreement. Pursuant to their applicable Participating Addendum, each Participating Entity may allow or disallow Contractor to utilize Partners. Only partners approved by the Participating Entity may be utilized. The Participating Entity will define the process to add and remove partners in their Participating Addendum. S. USING THE COOPERATIVE PURCHASING MASTER AGREEMENT—PURCHASES. 5.1. ORDERING REQUIREMENTS. Eligible Purchasing Entity shall order goods and/or services from this Cooperative Purchasing Master Agreement, consistent with the terms hereof and by using any ordering mechanism agreeable both to Contractor and Purchasing Entity but, at a minimum, including the use of a purchase order. When practicable, Contractor and Purchasing Entity also shall use telephone orders, email orders, web-based orders, and similar procurement methods (collectively "Purchasing Entity Order"). All order documents must reference the Cooperative Purchasing Master Agreement number. The terms of this Cooperative Purchasing Master Agreement shall apply to any Purchase Order and, in the COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 9 (Rev.2020-03-11) event of any conflict, the terms of this Cooperative Purchasing Master Agreement shall prevail. Notwithstanding any provision to the contrary, in no event shall any 'click- agreement,' software or web-based application terms and conditions, or other agreement modify the terms and conditions of this Cooperative Purchasing Master Agreement. A minimum of thirty-three percent (33%) of the solution components must be indexed on the Contractor's Price List. Prior to executing an order for a "Solution", Contractor shall provide Purchasing Entity a detailed Cost Proposal itemizing all proposed costs (including labor costs, employee benefits, travel, overhead and other direct costs) Contractor estimates it will incur in the performance of the work. (a) All order documents must, at a minimum, reference • the Cooperative Purchasing Master Agreement number; • The place and requested time of delivery; • A billing address; • The name, phone number, and address of the Participating Entity representative; (b) All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Participating Entity's purchasing office, or to such other individual identified in writing in the Order. (c) Orders must be placed pursuant to this Cooperative Purchasing Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days thereafter. (d) Notwithstanding the expiration, cancellation or termination of this Cooperative Purchasing Master Agreement,Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration, cancellation, or termination of this Cooperative Purchasing Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Cooperative Purchasing Master Agreement may not be placed after the expiration or termination of this Cooperative Purchasing Master Agreement, notwithstanding the term of any such indefinite delivery order agreement. 5.2. DELIVERY REQUIREMENTS. Contractor must ensure that delivery of goods and/or services will be made as required by this Cooperative Purchasing Master Agreement, the Purchase Order used by Purchasing Entity, or as otherwise mutually agreed in writing between the Purchasing Entity and Contractor. The following apply to all deliveries: (a) Contractor shall make all deliveries to the applicable delivery location specified in the Purchase Order. Such deliveries shall occur during Purchasing Entity's normal work hours and within the time period mutually agreed in writing between Purchasing Entity and Contractor at the time of order placement. Deliveries to be off-loaded at Purchasing Entity's receiving dock or designated job site by Contractor. COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 10 (Rev.2020-03-11) (b) Contractor shall ship all goods purchased pursuant to this Master Agreement Purchasing Entity's specified destination. Shipping charges must be mutually agreed to between Purchasing Entity and Contractor. Contractor shall bear all risk of loss, damage, or destruction of the goods ordered hereunder that occurs prior to delivery, except loss or damage attributable to Purchasing Entity's fault or negligence. (c) All products must be delivered in the manufacturer's standard package. Costs shall include all packing and/or crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipping carton shall be marked with the commodity, brand, quantity, item code number and the Purchasing Entity's Purchase Order number. (d) All packing lists, packages, instruction manuals, correspondence, shipping notices, shipping containers, and other written materials associated with this Cooperative Purchasing Master Agreement shall be identified by the Cooperative Purchasing Master Agreement number set forth on the cover of this Cooperative Purchasing Master Agreement and the applicable Purchase Order number. Packing lists shall be enclosed with each shipment and clearly identify all contents and any backorders. (e) Purchasing Entities may return unopened or unused (non-specialty) Public Safety Radio products within ten (10) business days of receipt for full credit, minus any freight or restocking fee. In such event, Contractor is responsible for shipping costs pertaining to any defective Public Safety Radio Products that are returned. 5.3. RECEIPT AND INSPECTION OF GOODS AND/OR SERVICES. Goods and/or services purchased under this Cooperative Purchasing Master Agreement are subject to Purchasing Entity's reasonable inspection, testing, and approval at Purchasing Entity's destination. Such inspection and approval shall be determined within thirty (30) days of delivery. Purchasing Entity reserves the right to reject and refuse acceptance of goods and/or services that are not in accordance with this Cooperative Purchasing Master Agreement and Purchasing Entity's Purchase Order. Purchasing Entity may charge Contractor for the cost of inspecting rejected goods. If there are any apparent defects in the goods and/or services at the time of delivery, Purchasing Entity will notify Contractor within five (5) business days. At Purchasing Entity's option, and without limiting any other rights, Purchasing Entity may require Contractor to, consistent with the warranty terms, repair or replace, at Contractor's expense, any or all of the damaged goods and/or services or, at Purchasing Entity's option, Purchasing Entity may note any damage to the goods and/or services on the receiving report, decline acceptance, and deduct the cost of rejected goods and/or services from final payment. Payment for any goods under such Purchase Order shall not be deemed acceptance of the goods. (a) All Products are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Cooperative Purchasing Master Agreement. Products that do not meet COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 11 (Rev.2020-03-11) specifications may be rejected. Failure to reject upon receipt, however, does not relieve Contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when the Public Safety Radio Products are put to use. Acceptance of such Public Safety Radio Products may be revoked in accordance with the provisions of the applicable commercial code, and Contractor shall be liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of any Public Safety Radio Products rejected and returned, or for which Acceptance is revoked. (b) If any Public Safety Radio Products do not conform to the specifications, the Purchasing Entity may require the Contractor to repair or replace the Public Safety Radio Product in conformity with the specifications. 5.4. ON SITE REQUIREMENTS. While on Purchasing Entity's premises, Contractor, its agents, employees, or subcontractors shall comply, in all respects, with Purchasing Entity's physical, fire, access, safety, and other security requirements. 5.5. INSTALLATION. Installation shall be performed by Contractor or Sub-Contractor, in a professional manner in accordance with industry standard best practices. The premises shall be left in a neat, clean, and undamaged condition. Purchasing Entity reserves the right to require Contractor or Sub-Contractor to repair any damage caused during installation or provide full compensation as determined by Purchasing Entity. 5.6. CONFIDENTIALITY; SAFEGUARDING OF INFORMATION. Contractor shall not use or disclose any information concerning Enterprise Services/the State of Washington or Purchasing Entity's information which may be classified as confidential, for any purpose not directly connected with the administration of this Cooperative Purchasing Master Agreement, except with prior written consent of Enterprise Services (or the applicable Purchasing Entity), or as may be required by law. 5.7. TREATMENT OF ASSETS. Title to all property furnished by any Participating State and/or Purchasing Entity shall remain with such Participating State and/or Purchasing Entity, as applicable. Any property of any Participating State and/or Purchasing Entity furnished to Contractor shall, unless otherwise provided herein or approved by such Participating State and/or Purchasing Entity, be used only for the performance of this Cooperative Purchasing Master Agreement. Contractor shall be responsible for damages as a result of any loss or damage to property of any Participating State and/or Purchasing Entity to the extent it results from the negligence of Contractor or to the extent it results from the failure on the part of Contractor to maintain, administer and protect that property in a reasonable manner and to the extent practicable in all instances. If any such Participating State and/or Purchasing Entity property is lost, destroyed, or damaged, Contractor immediately shall notify such Participating State and/or Purchasing Entity and shall take all reasonable steps to protect the property from further damage. Contractor shall surrender to such Participating State and/or Purchasing Entity all property of such Participating State and/or Purchasing Entity prior to settlement upon completion, termination, or cancellation of this Cooperative Purchasing Master Agreement. Title to all property furnished by Contractor, the cost for which the Contractor is entitled to be reimbursed as a direct item of cost under this Contract, shall pass to and vest in the Purchasing Entity upon delivery of such property by Contractor and acceptance by the Purchasing Entity. Title to other property, the cost of which is reimbursable to Contractor under this Contract, shall pass to and vest in the COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 12 (Rev.2020-03-11) Purchasing Entity upon (i) issuance for use of such property in the performance of this Contract, or (ii) commencement of use of such property in the performance of this Contract, or (iii) reimbursement of the cost thereof by the Purchasing Entity in whole or in part, whichever first occurs. All reference to Contractor under this clause shall also include Contractor's employees, agents or subcontractors. Title to software shall not pass to Purchasing Entity but shall be licensed. All reference to Contractor under this clause shall also include Contractor's employees, agents or subcontractors. 5.8. SOFTWARE LICENSE AGREEMENT. If the public safety communications equipment ordered and delivered under the terms and conditions of this Cooperative Purchasing Master Agreement requires software or firmware to operate, Purchasing Entity and Contractor will mutually agree to Contractor's Software License Agreement that will apply to such transactions. Contractor's current version of the Software License Agreement is located on the NASPO ValuePoint website. Contractor's software license agreement shall not conflict with the terms and conditions of this Cooperative Purchasing Master Agreement. If there are any conflicts between the Cooperative Purchasing Master Agreement and Contractor's Software License Agreement, the Cooperative Purchasing Master Agreement shall prevail. 5.9. SUBSCRIPTION SERVICES AGREEMENT. If the public safety communications equipment ordered and delivered under the terms and conditions of this Contract requires subscription services to operate, Purchasing Entity and Contractor will mutually agree to Contractor's Subscription Services Agreement that will apply to such transactions. Contractor's current version of the Subscription Services Agreement is located on the NASPO ValuePoint website. Contractor's Subscription Services Agreement shall not conflict with the terms and conditions of this Master Agreement. If there are any conflicts between the Cooperative Purchasing Master Agreement and Contractor's Subscription Services Agreement, the Cooperative Purchasing Master Agreement shall prevail. 6. INVOICING&PAYMENT. 6.1. CONTRACTOR INVOICE. Contractor shall submit to Purchasing Entity's designated invoicing contact properly itemized invoices. Such invoices shall itemize the following: • Cooperative Purchasing Master Agreement No. 00318 • Contractor name, address, telephone number, and email address for billing issues (i.e., Contractor Customer Service Representative) • Contractor's Federal Tax Identification Number • Date(s) of delivery • Applicable goods/services • Invoice amount; and • Payment terms, including any available prompt payment discounts. Contractor's invoices for payment shall reflect accurate Cooperative Purchasing Master Agreement prices, less discounts or lower negotiated costs. Invoices will not be processed for payment until receipt of a complete invoice as specified herein. 6.2. PAYMENT. Payment is the sole responsibility of, and will be made by, the Purchasing Entity. Payment is due within thirty (30) days of invoice. If Purchasing Entity fails to make timely payment(s), Contractor may invoice Purchasing Entity in the amount of one percent (1%) per COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 13 (Rev.2020-03-11) month on the amount overdue or a minimum of$1. Payment will not be considered late if a check or warrant is mailed within the time specified. 6.3. OVERPAYMENTS. Contractor promptly shall refund to Purchasing Entity the full amount of any erroneous payment or overpayment. Such refunds shall occur within thirty (30) days of written notice to Contractor; Provided, however, that Purchasing Entity shall have the right to elect to have either direct payments or written credit memos issued. If Contractor fails to make timely payment(s) or issuance of such credit memos, Purchasing Entity may impose a one percent (1%) per month on the amount overdue thirty (30) days after notice to the Contractor. 6.4. No ADVANCE PAYMENT. No advance payment shall be made for the products and services furnished by Contractor pursuant to this Cooperative Purchasing Master Agreement; Provided, however, that the parties agree that maintenance payments, if any, may be made on a quarterly basis at the beginning of each quarter. 6.5. No ADDITIONAL CHARGES. Unless otherwise specified herein, Contractor shall not include or impose any additional charges including, but not limited to, charges for shipping, handling, or payment processing. 6.6. TAxEs/FEES. Contractor promptly shall pay all applicable taxes on its operations and activities pertaining to this Cooperative Purchasing Master Agreement. Failure to do so shall constitute breach of this Cooperative Purchasing Master Agreement. Unless otherwise agreed, Purchasing Entity shall pay applicable sales tax imposed by the State of Washington on purchased goods and/or services. In regard to federal excise taxes, Contractor shall include federal excise taxes only if, after thirty (30) calendar days written notice to Purchasing Entity, Purchase has not provided Contractor with a valid exemption certificate from such federal excise taxes. 7. CONTRACT MANAGEMENT. 7.1. CONTRACT ADMINISTRATION & NOTICES. Except for legal notices, the parties hereby designate the following contract administrators as the respective single points of contact for purposes of this Cooperative Purchasing Master Agreement. Enterprise Services' contract administrator shall provide Cooperative Purchasing Master Agreement oversight. Contractor's contract administrator shall be Contractor's principal contact for business activities under this Cooperative Purchasing Master Agreement. The parties may change contractor administrators by written notice as set forth below. Any notices required or desired shall be in writing and sent by U.S. mail, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing: Enterprise Services Motorola Solutions, Inc. Attn: Contract Administrator 00318 Attn: Andrew Chyterbok Washington Dept. of Enterprise Services 500 W Monroe Street PO Box 41411 Suite 4400 Olympia, WA 98504-1411 Chicago, IL 6661-3781 Tel: (360) 407-2218 COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 14 (Rev.2020-03-11) Email: DESContractsTeamCypress@des.wa.gov Tel: (360) 409-3223 Email: andrew.chyterbok@motorolasolutions.com Notices shall be deemed effective upon the earlier of receipt, if mailed, or, if emailed, upon transmission to the designated email address of said addressee. 7.2. CONTRACTOR CUSTOMER SERVICE REPRESENTATIVE. Contractor shall designate a customer service representative (and inform Enterprise Services of the same) who shall be responsible for addressing Purchasing Entity issues pertaining to this Cooperative Purchasing Master Agreement. 7.3. LEGAL NOTICES. Any legal notices required or desired shall be in writing and delivered by U.S. certified mail, return receipt requested, postage prepaid, or sent via email, and shall be sent to the respective addressee at the respective address or email address set forth below or to such other address or email address as the parties may specify in writing: Enterprise Services Motorola Solutions, Inc. Attn: Legal Services Manager Attn: Andrew Chyterbok Washington Dept. of Enterprise 500 W Monroe Street Services Suite 4400 PO Box 41411 Chicago, IL 6661-3781 Olympia, WA 98504-1411 Email: Email: greg.tolbert@des.wa.gov andrew.chyterbok@motorolasolutions.com Notices shall be deemed effective upon the earlier of receipt when delivered, or, if mailed, upon return receipt, or, if emailed, upon transmission to the designated email address of said addressee. 8. NASPO VALUEPOINT SUMMARY AND DETAILED USAGE REPORTS. 8.1. SUMMARY SALES DATA. Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales made under this Cooperative Purchasing Master Agreement shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required. Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool). 8.2. DETAILED SALES DATA. Contractor also shall report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education, K12, non-profit; (3) Participating Entity name; (4) Participating Entity bill-to and ship-to locations; (4) Participating Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; and (8) line item description, including product number if used. Reports are due on a quarterly basis and must be received by the Enterprise Services and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to Enterprise Services and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-ROM, flash drive or other method as determined by Enterprise Services and NASPO ValuePoint. Detailed sales data reports shall COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 15 (Rev.2020-03-11) include sales information for all sales under Participating Addenda executed under this Cooperative Purchasing Master Agreement. 8.3. NASPO VALUEPOINT EXECUTIVE SUMMARY. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter. 8.4. REPORT OWNERSHIP. Timely submission of these reports is a material requirement of the Cooperative Purchasing Master Agreement. Enterprise Services and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. 8.5. CONFIDENTIALITY OF DETAILED SALES DATA AND PARTICIPATING ADDENDA. Participating Addenda, as well as Orders or transaction data relating to Orders under this Cooperative Purchasing Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates, shall be Confidential Information. Contractor shall hold Confidential Information in confidence and shall not transfer or otherwise disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Cooperative Purchasing Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to this Cooperative Purchasing Master Agreement. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection. 9. NASPO VALUEPOINT COOPERATIVE PROGRAM MARKETING AND PERFORMANCE REVIEW 9.1. NASPO VALUEPOINT COOPERATIVE PROGRAM. Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor's contract administrator(s) and sales/marketing workforce regarding the Cooperative Purchasing Master Agreement, including the competitive nature of NASPO ValuePoint procurements, the Cooperative Purchasing Master Agreement and Participating Addendum process, and the manner in which qualifying entities can participate in the Cooperative Purchasing Master Agreement. 9.2. LoGos. NASPO VALUEPOINT logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint. 9.3. ANNUAL SUPPLIER BUSINESS REVIEW. Contractor agrees to participate in an annual supplier performance review at a location (virtual or in-person) selected by Enterprise Services and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees. The 2022 Annual Supplier Business Review requires in-person COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 16 (Rev.2020-03-11) attendance. Any subsequent Annual Supplier Business Review meetings may be attended virtually or in-person. 10. ADMINISTRATIVE FEES. 10.1. CONTRACTOR shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint ADMINISTRATIVE Fee of one-quarter of one percent (0.25%) of the quarterly sales by participating state. The NASPO ValuePoint administrative fee is not negotiable. This fee may not be adjusted in any Participating Addendum. This fee is to be included as part of the pricing submitted with the bid. 10.2. Some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. The fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Cooperative Purchasing Master Agreement. The Contractor may adjust the Cooperative Purchasing Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee set forth above shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda. 11. RECORDS RETENTION&AUDITS. 11.1. RECORDS RETENTION. Contractor shall maintain books, records, documents, and other evidence pertaining to this Cooperative Purchasing Master Agreement and orders placed by Purchasing Entity under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall retain such records for a period of six (6) years following expiration or termination of this Cooperative Purchasing Master Agreement or final payment for any order placed by a Purchasing Entity against this Cooperative Purchasing Master Agreement, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. 11.2. AUDIT. Upon reasonable advance written notice, Enterprise Services reserves the right to audit, or have a designated third party audit, applicable records to ensure that Contractor has properly invoiced Purchasing Entity and that Contractor has paid all applicable vendor management fees. Accordingly, Contractor shall permit Enterprise Services, any Purchasing Entity, and any other duly authorized agent of a governmental agency, to audit, inspect examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Cooperative Purchasing Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of six (6) years following expiration or termination of this Cooperative Purchasing Master Agreement or final payment for any order placed by a Purchasing Entity against this Cooperative Purchasing Master Agreement, whichever is later; Provided, however, that if any litigation, claim, or audit is commenced prior to the expiration of this period, such period shall extend until all such litigation, claims, or audits have been resolved. COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 17 (Rev.2020-03-11) 11.3. OVERPAYMENT OF PURCHASES OR UNDERPAYMENT OF FEES. Without limiting any other remedy available to any Purchasing Entity, Contractor shall reimburse Purchasing Entity for any overpayments inconsistent with the terms of this Cooperative Purchasing Master Agreement or orders, at a rate of 100% of such overpayments, found as a result of the examination of the Contractor's records. 12. INSURANCE. 12.1. REQUIRED INSURANCE. During the Term of this Cooperative Purchasing Master Agreement, Contractor, at its expense, shall maintain in full force and effect the insurance coverages set forth in Exhibit A —Insurance Requirements. All costs for insurance, including any payments of deductible amounts, shall be considered incidental to and included in the prices for goods/services and no additional payment shall be made. 12.2. WORKERS COMPENSATION. Contractor shall comply with applicable workers compensation statutes and regulations (e.g., RCW Title 51, Industrial Insurance). If Contractor fails to provide industrial insurance coverage or fails to pay premiums or penalties on behalf of its employees as may be required by law, Enterprise Services may terminate this Cooperative Purchasing Master Agreement. This provision does not waive any of the Washington State Department of Labor and Industries (L&I) rights to collect from Contractor. In addition, Contractor waives its immunity under RCW Title 51 to the extent it is required to indemnify, defend, and hold harmless the State of Washington and its agencies, officials, agents, or employees. 12.3. INSURANCE CERTIFICATE. Prior to commencement of performance, Contractor shall provide to Enterprise Services a Certificate of Insurance acceptable to Enterprise Services that (1) includes the State of Washington and Enterprise Services as additional insureds, (2) provides for written notice of cancellation delivered in accordance with the policy provisions, and (3) provides that the Contractor's liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities' rights and Contractor's obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state. 13. PUBLIC INFORMATION. This Cooperative Purchasing Master Agreement, all related documents, and all records created as a result of the Cooperative Purchasing Master Agreement are subject to public disclosure as required by Washington's Public Records Act, RCW chapter 42.56. In addition, Participating Addendums and related records shall be subject to public disclosure as required by applicable law pertaining to such Purchasing Entity. Consistent with the Public Records Act, to the extent that any such Contractor document or record — in whole or in part — includes information exempted or protected from disclosure by the Public Records Act, Contractor may mark such document or record — the exempted or protected portions only — with the specific basis for protection under the Public Records Act. In the event that Enterprise Services receives a public records disclosure request that pertains to such properly marked documents or records, Enterprise Services shall notify Contractor of such disclosure request and of the date that the records will be released to the requester unless Contractor, at Contractor's sole expense, timely obtains a court order enjoining such disclosure. In the event Contractor fails to file a motion for a court order enjoining such disclosure, Enterprise Services shall release the requested documents on the date specified. Contractor's failure properly to identify exempted or protected information or timely COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 18 (Rev.2020-03-11) respond after notice of request for public disclosure has been given shall be deemed a waiver by Contractor of any claim that such materials are protected or exempt from disclosure. 14. DEFAULTS AND REMEDIES 14.1. SUSPENSION & TERMINATION FOR DEFAULT. Enterprise Services may suspend Contractor's operations under this Cooperative Purchasing Master Agreement immediately by written cure notice of any default. Contractor may be required to submit a written cure plan within five (5) business days of Suspension notification. Suspension shall continue until the default is remedied to Enterprise Services' reasonable satisfaction; Provided, however, that, if after thirty (30) days from such a suspension notice, Contractor remains in default, Enterprise Services may terminate Contractor's rights under this Cooperative Purchasing Master Agreement. All of Contractor's obligations to Enterprise Services and Purchasing Entity survive termination of Contractor's rights under this Cooperative Purchasing Master Agreement, until such obligations have been fulfilled. 14.2. DEFAULT. Each of the following events shall constitute default of this Cooperative Purchasing Master Agreement by Contractor: (a) Contractor fails to perform or comply with any of the terms or conditions of this Cooperative Purchasing Master Agreement; (b) Contractor breaches any representation or warranty provided herein; or (c) Contractor enters into proceedings relating to bankruptcy, whether voluntary or involuntary. 14.3. REMEDIES for DEFAULT. (a) Enterprise Services' rights to suspend and terminate Contractor's rights under this Cooperative Purchasing Master Agreement are in addition to all other available remedies. (b) In the event of termination for default, Enterprise Services may exercise any remedy provided by law including, without limitation, the right to procure for all Purchasing Entity replacement goods and/or services. In such event, Contractor shall be liable to Enterprise Services for damages as authorized by law including, but not limited to, any price difference between the Cooperative Purchasing Master Agreement price and the replacement or cover price for identical equipment or services, as well as any administrative and/or transaction costs directly related to such replacement procurement — e.g., the cost of the competitive procurement. Enterprise Services or Purchasing Entity will mitigate damages and provide Contractor with detailed invoices substantiating the charges. (c) Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Cooperative Purchasing Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, either Party shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order. Nothing in this Cooperative Purchasing Master Agreement shall be COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 19 (Rev.2020-03-11) construed to limit the rights and remedies available to either Party under the applicable commercial code. 14.4. LIMITATION oN DAMAGES. Notwithstanding any provision to the contrary, the parties agree that in no event shall any party or Purchasing Entity be liable to the other for exemplary or punitive damages. Contractor's total liability, whether for breach of contract, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the $2,000,000 per claim or $30,000,000 aggregate liability; provided, however, that nothing contained in this Section will in any way exclude or limit Contractor's liability for all damages arising out of gross negligence, personal injury or death. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT CONTRACTOR WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS, INCONVENIENCE, LOSS OF USE, LOSS TIME, DATA, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY CONTRACTOR PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of this Cooperative Purchasing Master Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Cooperative Purchasing Master Agreement may be brought later than the limitations period specified by statute. 14.5. GOVERNMENTAL TERMINATION. (a) Termination for Withdrawal of Authority. Enterprise Services may suspend or terminate this Cooperative Purchasing Master Agreement if, during the term hereof, Enterprise Services' procurement authority is withdrawn, reduced, or limited such that Enterprise Services, in its judgment, would lack authority to enter into this Cooperative Purchasing Master Agreement; Provided, however, that such suspension or termination for withdrawal of authority shall only be effective upon twenty (20) days prior written notice; and Provided further, that such suspension or termination for withdrawal of authority shall not relieve any Participating Entity or Purchasing Entity from payment for goods and/or services already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such suspension or termination for withdrawal of authority, neither Enterprise Services nor any Participating Entity or Purchasing Entity shall have any obligation or liability to Contractor. Contractor will be entitled to seek a change order to the extent Contractor provides documentary evidence that Contractor has incurred additional costs as a result of the suspension including costs to demobilize and remobilize the project. (b) Termination for Convenience. Enterprise Services, for convenience, may terminate this Cooperative Purchasing Master Agreement; Provided, however, that such termination for convenience must, in Enterprise Services' judgment, be in the best interest of the State of Washington; and Provided further, that such termination for convenience shall only be effective upon sixty (60) days prior written notice; and Provided further, that such termination for convenience shall not relieve any Participating Entity or Purchasing Entity from payment for goods and/or services COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 20 (Rev.2020-03-11) already ordered as of the effective date of such notice. Except as stated in this provision, in the event of such termination for convenience, neither Enterprise Services nor any Participating Entity or Purchasing Entity shall have any obligation or liability to Contractor. 15. CLAIMS. 15.1. ASSUMPTION OF RISKS; CLAIMS BETWEEN THE PARTIES. Contractor assumes sole responsibility and all risks of personal injury or property damage to itself and its employees and agents to the extent caused by its operations under this Cooperative Purchasing Master Agreement. Enterprise Services has made no representations regarding any factor affecting Contractor's risks. Contractor shall pay for all damage to any Purchasing Entity's property resulting directly or indirectly from its acts or omissions under this Cooperative Purchasing Master Agreement,to the extent attributable to negligence by Contractor or its agents. 15.2. THIRD-PARTY CLAIMS; INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold harmless Enterprise Services, any Purchasing Entity, and NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint) (NASPO) and their respective employees and agents from and against all claims, demands, judgments, assessments, damages, penalties, fines, costs, liabilities or losses including, without limitation, sums paid in settlement of claims, attorneys' fees, consultant fees, and expert fees (collectively "claims") to the extent arising from any negligent act or omission of Contractor or its successors, agents, and subcontractors under this Cooperative Purchasing Master Agreement, except to the extent such claims are caused by Enterprise Services, any Purchasing Entity, or NASPO's' negligence. Contractor shall take all steps needed to keep Purchasing Entity's property free of liens arising from Contractor's activities, and promptly obtain or bond the release of any such liens that may be filed. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Cooperative Purchasing Master Agreement or in any other document executed in conjunction with this Cooperative Purchasing Master Agreement. 15.3. INDEMNIFICATION — Intellectual Property. The Contractor will defend at its expense any suit brought against NASPO, NASPO ValuePoint, Participating State or Purchasing Entity, ("Customer") to the extent it is based on a third party claim alleging Contractor manufactured equipment or Contractor software ("Contractor Product") directly infringes a United States patent or copyright ("Intellectual Property Claim") if Contractor receives reasonably prompt written notice of such claim or suit. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor's reasonable request and expense, information and assistance necessary for such defense. If an Intellectual Property Claim occurs, or in Contractor's opinion is likely to occur, Contractor may at its option and expense: (a) procure for Customer the right to continue using the Contractor Product; (b) replace or modify the Contractor Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the return of the Contractor Product and grant Customer a credit for the Contractor Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 21 (Rev.2020-03-11) (1) The Contractor's obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is: (a) provided by the Contractor or the Contractor's subsidiaries or affiliates; (b) modified by a third party other than Contractor (c) specified by the Contractor to work with the Product; or (d) reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or (e) it would be reasonably expected to use the Product in combination with such product, system or method. This Section 15 provides Customer's sole and exclusive remedies and Contractor's entire liability in the event of an Infringement Claim. Customer has no right to recover and Contractor has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 15 are subject to and limited by the restrictions set forth in Section 14.4. 16. DISPUTE RESOLUTION. The parties shall cooperate to resolve any dispute pertaining to this Cooperative Purchasing Master Agreement efficiently, as timely as practicable, and at the lowest possible level with authority to resolve such dispute. If, however, a dispute persists and cannot be resolved, it may be escalated within each organization. In such situation, upon notice by either party, each party, within five (5) business days shall reduce its description of the dispute to writing and deliver it to the other party. The receiving party then shall have three (3) business days to review and respond in writing. In the event that the parties cannot then agree on a resolution of the dispute, the parties shall schedule a conference between the respective senior managers of each organization to attempt to resolve the dispute. In the event the parties cannot agree, either party may resort to court to resolve the dispute. 17. GENERAL PROVISIONS. 17.1. TIME Is OF THE ESSENCE. Time is of the essence for each and every provision of this Cooperative Purchasing Master Agreement. 17.2. COMPLIANCE WITH LAW. Contractor shall comply with all applicable law. 17.3. INTEGRATED AGREEMENT. This Cooperative Purchasing Master Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter and supersedes all prior negotiations, representations, and understandings between them. There are no representations or understandings of any kind not set forth herein. 17.4. AMENDMENT OR MODIFICATION. Except as set forth herein, this Cooperative Purchasing Master Agreement may not be amended or modified except in writing and signed by a duly authorized representative of each party. 17.5. AUTHORITY. Each party to this Cooperative Purchasing Master Agreement, and each individual signing on behalf of each party, hereby represents and warrants to the other that COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 22 (Rev.2020-03-11) it has full power and authority to enter into this Cooperative Purchasing Master Agreement and that its execution, delivery, and performance of this Cooperative Purchasing Master Agreement has been fully authorized and approved, and that no further approvals or consents are required to bind such party. 17.6. No AGENCY. The parties agree that no agency, partnership, or joint venture of any kind shall be or is intended to be created by or under this Cooperative Purchasing Master Agreement. Neither party is an agent of the other party nor authorized to obligate it. 17.7. ASSIGNMENT. Contractor may not assign its rights under this Cooperative Purchasing Master Agreement without Enterprise Services' prior written consent and Enterprise Services may consider any attempted assignment without such consent to be void; Provided, however, that, if Contractor provides written notice to Enterprise Services within thirty (30) days, Contractor may assign its rights under this Cooperative Purchasing Master Agreement in full to any parent, subsidiary, or affiliate of Contractor that controls or is controlled by or under common control with Contractor, is merged or consolidated with Contractor, or purchases a majority or controlling interest in the ownership or assets of Contractor. Unless otherwise agreed, Contractor guarantees prompt performance of all obligations under this Cooperative Purchasing Master Agreement notwithstanding any prior assignment of its rights. 17.8. BINDING EFFECT; SUCCESSORS & ASSIGNS. This Cooperative Purchasing Master Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 17.9. ASSIGNMENT OF ANTITRUST RIGHTS REGARDING PURCHASED GOODS/SERVICES. Contractor irrevocably assigns to Enterprise Services, on behalf of the State of Washington, any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws in connection with any goods and/or services provided in Washington for the purpose of carrying out the Contractor's obligations under this Cooperative Purchasing Master Agreement, including, at Enterprise Services' option, the right to control any such litigation on such claim for relief or cause of action. 17.10. FEDERAL FUNDS. To the extent that any Purchasing Entity uses federal funds to purchase goods and/or services pursuant to this Cooperative Purchasing Master Agreement, such Purchasing Entity shall specify, with its order, any applicable requirement or certification that must be satisfied by Contractor at the time the order is placed or upon delivery. Contractor shall have reasonable opportunity to review, and if required, clarify such requirement or certification prior to accepting any such order. 17.11. SEVERABILITY. If any provision of this Cooperative Purchasing Master Agreement is held to be invalid or unenforceable, such provision shall not affect or invalidate the remainder of this Cooperative Purchasing Master Agreement, and to this end the provisions of this Cooperative Purchasing Master Agreement are declared to be severable. If such invalidity becomes known or apparent to the parties, the parties agree to negotiate promptly in good faith in an attempt to amend such provision as nearly as possible to be consistent with the intent of this Cooperative Purchasing Master Agreement. 17.12. WAIVER. Failure of either party to insist upon the strict performance of any of the terms and conditions hereof, or failure to exercise any rights or remedies provided herein or by law, or to notify the other party in the event of breach, shall not release the other party of any of its COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 23 (Rev.2020-03-11) obligations under this Cooperative Purchasing Master Agreement, nor shall any purported oral modification or rescission of this Cooperative Purchasing Master Agreement by either party operate as a waiver of any of the terms hereof. No waiver by either party of any breach, default, or violation of any term, warranty, representation, contract, covenant, right, condition, or provision hereof shall constitute waiver of any subsequent breach, default, or violation of the same or other term, warranty, representation, contract, covenant, right, condition, or provision. 17.13. SURVIVAL. All representations, warranties, covenants, agreements, and indemnities set forth in or otherwise made pursuant to this Cooperative Purchasing Master Agreement shall survive and remain in effect following the expiration or termination of this Cooperative Purchasing Master Agreement, Provided, however, that nothing herein is intended to extend the survival beyond any applicable statute of limitations periods. 17.14. GOVERNING LAW. The validity, construction, performance, and enforcement of this Cooperative Purchasing Master Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its choice of law rules. The validity, construction, and effect of any Participating Addendum pertaining to the Cooperative Purchasing Master Agreement or Order placed pursuant to such Participating Addendum shall be governed by and construed in accordance with the laws of the Participating Entity's or Purchasing Entity's State. 17.15. JURISDICTION &VENUE. In the event that any action is brought to enforce any provision of this Cooperative Purchasing Master Agreement, the parties agree to exclusive jurisdiction in Thurston County Superior Court for the State of Washington and agree that in any such action venue shall lie exclusively at Olympia, Washington; Provided, however, that venue for any claim, dispute, or action concerning any Order placed against the Cooperative Purchasing Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity's State. 17.16. SOVEREIGN IMMUNITY. In no event shall this Cooperative Purchasing Master Agreement, any Participating Addendum or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court. This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state's sovereign immunity and is not consent by the state to be sued in federal court. 17.17. ATTORNEYS' FEES. Should any legal action or proceeding be commenced by either party in order to enforce this Cooperative Purchasing Master Agreement or any provision hereof, or in connection with any alleged dispute, breach, default, or misrepresentation in connection with any provision herein contained, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs incurred in connection with such action or proceeding, including costs of pursuing or defending any legal action, including, without limitation, any appeal, discovery, or negotiation and preparation of settlement arrangements, in addition to such other relief as may be granted. 17.18. FAIR CONSTRUCTION & INTERPRETATION. The provisions of this Cooperative Purchasing Master Agreement shall be construed as a whole according to their common meaning and not COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 24 (Rev.2020-03-11) strictly for or against any party and consistent with the provisions contained herein in order to achieve the objectives and purposes of this Cooperative Purchasing Master Agreement. Each party hereto and its counsel has reviewed and revised this Cooperative Purchasing Master Agreement and agrees that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be construed in the interpretation of this Cooperative Purchasing Master Agreement. Each term and provision of this Cooperative Purchasing Master Agreement to be performed by either party shall be construed to be both a covenant and a condition. 17.19. FURTHER ASSURANCES. In addition to the actions specifically mentioned in this Cooperative Purchasing Master Agreement, the parties shall each do whatever may reasonably be necessary to accomplish the transactions contemplated in this Cooperative Purchasing Master Agreement including, without limitation, executing any additional documents reasonably necessary to effectuate the provisions and purposes of this Cooperative Purchasing Master Agreement. 17.20. EXHIBITS. All exhibits referred to herein are deemed to be incorporated in this Cooperative Purchasing Master Agreement in their entirety. 17.21. CAPTIONS & HEADINGS. The captions and headings in this Cooperative Purchasing Master Agreement are for convenience only and are not intended to, and shall not be construed to, limit, enlarge, or affect the scope or intent of this Cooperative Purchasing Master Agreement nor the meaning of any provisions hereof. 17.22. ELECTRONIC SIGNATURES. An electronic signature of this Cooperative Purchasing Master Agreement or any other ancillary agreement shall be deemed to have the same legal effect as delivery of an original executed copy of this Cooperative Purchasing Master Agreement or such other ancillary agreement for all purposes. 17.23. COUNTERPARTS. This Cooperative Purchasing Master Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute the same instrument which may be sufficiently evidenced by one counterpart. Execution of this Cooperative Purchasing Master Agreement at different times and places by the parties shall not affect the validity thereof so long as all the parties hereto execute a counterpart of this Cooperative Purchasing Master Agreement. EXECUTED as of the date and year first above written. STATE OF WASHINGTON MOTOROLA SOLUTIONS, INC. DEPARTMENT OF ENTERPRISE SERVICES A DELAWARE CORPORATION By: By: AA., 7./ Elena McGrew Neil Thomas Its: Acting Statewide Enterprise Procurement Its: Regional Vice President and Director of Manager Sales COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 25 (Rev.2020-03-11) Exhibit A INSURANCE REQUIREMENTS 1. INSURANCE OBLIGATION. During the Term of this Cooperative Purchasing Master Agreement, Contractor shall possess and maintain in full force and effect, at Contractor's sole expense, the following insurance coverages: a. COMMERCIAL GENERAL LIABILITY INSURANCE. Commercial general liability insurance (and, if necessary, commercial umbrella liability insurance) covering bodily injury, property damage, products/completed operations, personal injury, and advertising injury liability on an 'occurrence form' that shall be no less comprehensive and no more restrictive than the coverage provided by Insurance Services Office (ISO) under the most recent version of form CG 00 01 in the amount of not less than $2,000,000 per occurrence and $4,000,000 general aggregate. This coverage shall include blanket contractual liability coverage. This coverage shall include a cross-liability clause or separation of insured condition. b. WORKERS' COMPENSATION INSURANCE. Contractor shall comply with applicable Workers' Compensation or Industrial Accident insurance providing benefits as required by law. C. EMPLOYERS' LIABILITY (STOP GAP) INSURANCE. Employers' liability insurance (and, if necessary, commercial umbrella liability insurance) with limits not less than $1,000,000 each accident for bodily injury by accident, $1,000,000 each employee for bodily injury by disease, and $1,000,000 bodily injury by disease policy limit. The insurance coverage limits set forth herein are required. Contractor's insurance coverage shall be the amounts specified. Coverage in the amounts of these limits, however, shall not be construed to relieve Contractor from liability in excess of such limits. Contractor waives all rights against the State of Washington for the recovery of damages to the extent such damages are covered by any insurance required herein. 2. INSURANCE CARRIER RATING. Coverages provided by the Contractor must be underwritten by an insurance company deemed acceptable to the State of Washington's Office of Risk Management. Insurance coverage shall be provided by companies authorized to do business within the State of Washington and rated A- Class VII or better in the most recently published edition of Best's Insurance Rating. Enterprise Services reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. 3. ADDITIONAL INSURED. Commercial General Liability and, Commercial Automobile Liability, Insurance shall include the State of Washington and all authorized Purchasing Entity (and their agents, officers, and employees) as Additional Insureds evidenced by copy of the Additional Insured Endorsement attached to the Certificate of Insurance on such insurance policies. 4. CERTIFICATE OF INSURANCE. Prior to execution of the Cooperative Purchasing Master Agreement, Contractor shall furnish to Enterprise Services, as evidence of the insurance coverage required by this Cooperative Purchasing Master Agreement, a certificate of insurance satisfactory to Enterprise Services that insurance, in the above-stated kinds and amounts, have been secured. In addition, no less than five (5) days prior to coverage expiration, Contractor shall furnish to COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 26 (Rev.2020-03-11) Enterprise Services an updated or renewed certificate of insurance, satisfactory to Enterprise Services, that insurance, in the above-stated kinds and amounts, has been secured. Failure to maintain or provide proof of insurance, as required, will result in contract cancellation. All certificates of insurance shall include the Cooperative Purchasing Master Agreement number stated on the cover of this Cooperative Purchasing Master Agreement. All certificates of Insurance and any related insurance documents shall be delivered to Enterprise Services by U.S. mail, postage prepaid, or sent via email, and shall be sent to the address or email address set forth below or to such other address or email address as Enterprise Services may specify in writing: US Mail: Contracts & Procurement—Cooperative Purchasing Master Agreement Insurance Certificate Cooperative Purchasing Master Agreement No. 00318—Public Safety Communications Products, Services and Solutions Attn: Team Cypress Washington Dept. of Enterprise Services PO Box 41411 Olympia, WA 98504-1411 Email: DESContractsTeamCypress@des.wa.gov Note: For Email notice,the Email Subject line must state: Cooperative Purchasing Master Agreement Insurance Certificate— No. 00318—Public Safety Communications Products,Services and Solutions 5. PRIMARY COVERAGE. Contractor's insurance shall apply as primary and shall not seek contribution from any insurance or self-insurance maintained by, or provided to, the additional insureds listed above including, at a minimum, the State of Washington and/or any Purchasing Entity. All insurance or self-insurance of the State of Washington and/or Purchasing Entity shall be excess of any insurance provided by Contractor or subcontractors. 6. SUBCONTRACTORS. Prior to utilizing any subcontractor, Contractor shall require any such subcontractor to provide insurance that complies with all applicable requirements of the insurance set forth herein and shall furnish separate Certificates of Insurance and endorsements for each subcontractor. Each subcontractor must comply fully with all insurance requirements stated herein. Failure of any subcontractor to comply with insurance requirements does not limit Contractor's liability or responsibility. 7. WAIVER OF SUBROGATION. Contractor waives all rights of subrogation against the State of Washington and any Purchasing Entity for the recovery of damages to the extent such damages are or would be covered by the insurance specified herein. 8. NOTICE OF CHANGE OR CANCELLATION. There shall be no cancellation without at least thirty (30) days prior written Legal Notice by Contractor to Enterprise Services. Failure to provide such notice, as required, shall constitute default by Contractor. Any such written notice shall include the Cooperative Purchasing Master Agreement number stated on the cover of this Cooperative Purchasing Master Agreement. COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 27 (Rev.2020-03-11) 9. EXTENDED REPORTING PERIOD. If any required insurance coverage is on a claims-made basis (rather than occurrence), Contractor shall maintain such coverage for a period of no less than three (3) years following expiration or termination of the Cooperative Purchasing Master Agreement. COOPERATIVE PURCHASING MASTER AGREEMENT No.00318 PUBLIC SAFETY COMMUNICATIONS PRODUCTS,SERVICES&SOLUTIONS 28 (Rev.2020-03-11) 00318 NVP-MA Motorola Clean-20211221 MSI _signed Final Audit Report 2022-01-04 Created: 2022-01-04 By: Neva Peckham(neva.peckham@des.wa.gov) Status: Signed Transaction ID: CBJCHBCAABAATm9nOYpuw4mH_AHN_nI9XZfWe7EIZrX "00318 NVP-MA Motorola Clean-20211221_MSI_signed" History ' Document created by Neva Peckham (neva.peckham@des.wa.gov) 2022-01-04-3:00:02 PM GMT-IP address: 198.238.242.30 Document emailed to Elena McGrew (elena.mcgrew@des.wa.gov)for signature 2022-01-04-3:01:00 PM GMT ' Email viewed by Elena McGrew (elena.mcgrew@des.wa.gov) 2022-01-04-4:25:28 PM GMT-IP address: 104.47.64.254 be Document e-signed by Elena McGrew (elena.mcgrew@des.wa.gov) Signature Date:2022-01-04- 10:19:39 PM GMT-Time Source:server-IP address: 198.238.242.30 O'j Agreement completed. 2022-01-04- 10:19:39 PM GMT Adobe Sign COMPOSITE EXHIBIT B QUOTE NO. 2587324 AND CONSOLE PROPOSAL Piggyback Contract—Motorola Solutions 9 • -'v MOTOROLA SOLUTIONS • 11P ,il f k ds fi' dy. Pi .,,,-41 ft- , 1 ,,,.... ,i,, , r ` ! .. 4 _ - ���` d- 4F' _ Q e81.+��_ F'# .+ l a i i i Vi ._ t of, • 4 r a 1 • 44 t x d S , fit i . f ,,0-4:, . , 0. , i I e \ t it . ' , IF10SI * .. I v — BOYNTON BEACH PD BBPD — FLEET REPLACEMENT (217 APX N70) — 07/30/2024 07/30/2024 The design,technical,pricing,and other information("Information")furnished with this submission is confidential proprietary information of Motorola Solutions,Inc.or the Motorola Solutions entity providing this quote('Motorola")and is submitted with the restriction that it is to be used for evaluation purposes only.To the fullest extent allowed by applicable law,the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola MOTOROLA,MOTO,MOTOROLA SOLUTIONS,and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings,LLC and are used under license.All other trademarks are the property of their respective owners.0 2020 Motorola Solutions,Inc.All rights reserved. MOTOROLA SOLUTIONS QUOTE-2587324 07/30/2024 BOYNTON BEACH PD 100 E BOYNTON BEACH BLVD BOYNTON BEACH, FL 33425 RE: Motorola Quote for BBPD - FLEET REPLACEMENT (217 APX N70) -07/30/2024 Dear Karl Maracotta, Motorola Solutions is pleased to present BOYNTON BEACH PD with this quote for quality communications equipment and services. The development of this quote provided us the opportunity to evaluate your requirements and propose a solution to best fulfill your communications needs. This information is provided to assist you in your evaluation process. Our goal is to provide BOYNTON BEACH PD with the best products and services available in the communications industry. Please direct any questions to George Nassif at George.Nassif@motorolasolutions.com. We thank you for the opportunity to provide you with premier communications and look forward to your review and feedback regarding this quote. Sincerely, George Nassif '' MOTOROLA SOLUTIONS QUOTE-2587324 BBPD - FLEET REPLACEMENT (21 APX N70) - 07/30/2024 Billing Address: Quote Date:07/30/2024 BOYNTON BEACH POLICE DEPT, Expiration Date:08/30/2024 CITY OF Quote Created By: 100 E BOYNTON BEACH BLVD George Nassif George.Nassif@ BOYNTON BEACH, FL 33425 motorolasolutions.com US End Customer: BOYNTON BEACH PD Karl Maracotta MaracottaK@bbfl.us 561-742-6170 Contract: 19860 - NASPO 00318 Summary: Any sales transaction resulting from Motorola's quote is based on and subject to the applicable Motorola Standard Terms and Conditions, notwithstanding terms and conditions on purchase orders or other Customer ordering documents. Motorola Standard Terms and Conditions are found at www.motorolasolutions.com/product-terms. Line Item Number Description Qty Term List Price Sale Price APXTM' N70 APX N70 1 H35UCT9PW8AN APX N70 7/800 MODEL 4.5 217 $5,014.00 $3,660.22 PORTABLE 1a QA08824AA ALT: 3.0" HOLSTER 217 $12.87 $9.40 1 b QA09017AA ADD: LTE WITH ACTIVE 217 $0.00 $0.00 SERVICE AT&T US* 1c QA09030AA ADD: MOTOROLA HOSTED 217 $0.00 $0.00 RADIOCENTRAL W CPS* 1d QA01767BL ADD: P25 LINK LAYER 217 $0.00 $0.00 AUTHENTICATION 1e QA03399AK ADD: ENHANCED DATA 217 $0.00 $0.00 1f H499KC ENH:SUBMERSIBLE 217 $0.00 $0.00 (DELTA T) 1g BD00001AA ADD: CORE BUNDLE 217 $3,106.00 $2,267.38 1h BD00010AA ADD:SECURITY BUNDLE 217 $1,023.00 $746.79 1i BD00037AA ADD:AUDIO BUNDLE 217 $268.00 $195.64 1j H38DA ADD: SMARTZONE 217 $0.00 $0.00 OPERATION 0 Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the ""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products, Motorola Solutions,Inc:500 West Monroe,United States-60661-#.36-1115800 Page 3 • '.' MOTOROLA SOLUTIONS QUOTE-2587324 BBPD - FLEET REPLACEMENT (21 APX N70) - 07/30/2024 . Line Item Number Description Qty Term List Price Sale Price # 1k Q498BN ENH:ASTRO 25 OTAR W/ 217 $0.00 $0.00 M U LTIKEY 11 Q806CH ADD:ASTRO DIGITAL CAI 217 $0.00 $0.00 OPERATION 1m QA00580BA ADD:TDMA OPERATION 217 $0.00 $0.00 1n QA01648AA ADD: HW KEY 217 $6.00 $4.38 SUPPLEMENTAL DATA* 10 QA09113AA ADD: BASELINE RELEASE 217 $0.00 $0.00 SW 1p Q361 CD ADD: P25 9600 BAUD 217 $0.00 $0.00 TRUNKING 1q QA09001AM ADD:WIFI CAPABILITY 217 $0.00 $0.00 1r Q387CB ADD: MULTICAST VOTING 217 $0.00 $0.00 SCAN 1s QA09028AA ADD:VIQI VC RADIO 217 $0.00 $0.00 OPERATION 1t H797DW ENH: DVP-XL ENCRYPTION 217 $0.00 $0.00 AND ADP 1u Q15AK ADD: AES/DES-XL/DES-OFB 217 $0.00 $0.00 ENCRYPTION AND ADP 1v QA09006AA ADD:ADAPTIVE NOISE 217 $0.00 $0.00 SUPPRESSION 1w QA01833AH ADD: EXTREME 1-SIDED 217 $0.00 $0.00 NOISE REDUCTION 1x QA08676AA ADD:ADAPTIVE SPEAKER 217 $0.00 $0.00 VOLUME 2 LSVO1S03061A APX N70 DMS ESSENTIAL 217 5 YEARS $664.80 $664.80 W ACC DMG 3 SSVO1S01407A SMARTPROGRAMMING 217 5 YEARS $375.00 $375.00 4 SSVO1S01406A SMARTCONNECT 217 5 YEARS $375.00 $375.00 5 SSVO1S01476A SMARTLOCATE 217 5 YEARS $375.00 $375.00 6 SSVO1S01907A SMARTMAPPING 217 5YEARS $375.00 $375.00 7 LSVO1S03082A RADIOCENTRAL 217 5 YEARS $160.20 $160.20 PROGRAMMING 8 PMMN4142A XVP730 REMOTE SPEAKER 207 $486.00 $354.78 MICROPHONE NO CHANNEL KNOB, FOR APX N RADIOS 0 Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the "Underlying Agreement ")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products" ) If no Underlying Agreement exists between Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions,Inc.-.500 West Monroe,United States-60661-e 36-1115800 Page 4 MOTOROLA SOLUTIONS QUOTE-2587324 BBPD - FLEET REPLACEMENT (21 APX N70) - 07/30/2024 Line Item Number Description Qty Term List Price Sale Price 9 PMNN4817A BATT IMPRES 2 LIION IP68 327 $248.05 $181.08 4400T 10 PMPN4604A CHARGER,CHGR DESKTOP 217 $207.14 $151.21 SINGLE UNIT IMPRES 2 EXT US Product Services 11 LSVO1 Q00387A ASTRO TECHNICAL 1 $49,000.00 $49,000.00 ASSISTANCE 12 Trade-In Expiration Date: 1 -$21,700.00 -$21,700.00 08/30/2024 13 Incentive WHITE GLOVE 1 -$30,871.25 -$30,871.25 DEPLOYMENT SERVICE UPGRADE DISCOUNT Expiration Date: 08/30/2024 14 Incentive CUSTOMER LOYALTY 1 -$118,278.00 -$118,278.00 DISCOUNT Expiration Date: 08/30/2024 Grand Total $2,041 ,927.71 (USD) *Upfront costs include the cost of Hardware,Accessories and Implementation, where applicable. Notes: • Additional information is required for one or more items on the quote for an order. Motorola's quote (Quote Number: Dated: ) is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the "Underlying Agreement") that authorizes Customer to purchase equipment and/or services or license software (collectively "Products"). If no Underlying Agreement exists between Motorola and Customer, then the following Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products which is found at http://www.motorolasolutions.com/product-terms. The Parties hereby enter into this Agreement as of the Effective Date. Motorola Solutions, Inc. Customer By: By: Name: Name: Title: Title: Date: Date: 0 Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the ""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"") If no Underlying Agreement exists between Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions,Inc.500 West Monroe,United States-60661-# 36-1115800 Page 5 MOTOROLA SOLUTIONS QUOTE-2587324 BBPD - FLEET REPLACEMENT (21 APX N70) - 07/30/2024 • Unless otherwise noted, this quote excludes sales tax or other applicable taxes (such as Goods and Services Tax, sales tax,Value Added Tax and other taxes of a similar nature).Any tax the customer is subject to will be added to invoices. 0 Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the ""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products Motorola Solutions,Inc.500 West Monroe,United States-60661-# 36-1115800 Page 6 0 MOTOROLA SOLUTIONS QUOTE-2587324 BBPD - FLEET REPLACEMENT (217 APX N70) - 07/30/2024 APX N70 PORTABLE RADIO SOLUTION DESCRIPTION OVERIVIEW The APX N70 offers affordable, next generation communications for without compromising + P25 interoperability or voice and data quality. It offers a durable design with "pick-up-and- go" functionality, optimizing ease-of-use and focused communications in almost all environments. DURABLE AND EASY To USE The APX N70 enhances operations with a full color transflective glass display with touch technology for easy operation with gloves on. The touchscreen includes a high velocity user interface with large touch targets, shallow menu hierarchy, home screen information at a glance, and access to integrated apps. Additionally, the N70 offers extended battery life, a shorter antenna, and Bluetooth compatibility with audio accessories, promoting efficient communications between first responders. Mission-Critical Audio For first responders in mission-critical situations, the APX N70 offers high dynamic range microphones and an adaptive sound engine that minimizes background noise and promotes clarity, amplifying intelligible voice communication between first responders. ESSENTIAL AND SECURE P25 COMMUNICATIONS ' it n-- The APX N70 is certified compliant with P25 standards and supports digital and analog P, n n trunking, FDMA and TDMA, and Integrated Voice and Data. P25 communications over the N70 are safe and secure—it offers software and hardware encryption, single- and multi key encryption, and P25 Authentication, protecting communications during daily operations. Reliable Connectivity Using the APX N70 lets first responders stay connected across disparate networks. It can be equipped with LTE, Wi-Fi®, Bluetooth®, and GPS features, bringing future-ready applications, services, and best-in-class connectivity to everyday users. APX N70 radios support 7/800 MHz frequency bands across radio systems with minimal intervention by the radio user. Managing and Provisioning Devices APN N70 provides users greater awareness and faster radio management through Customer Programming Software ("CPS"), Radio Management ("RM"), or the Radio Central programming. These tools transform accurate data into smarter action by enabling dispatchers and network managers to keep radios in the field, make informed operational decisions, and, above all, protect first responders'focus and safety. Customer Programming Service 0 Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the ""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 7 a MOTOROLA SOLUTIONS QUOTE-2587324 BBPD - FLEET REPLACEMENT (217 APX N70) 07/30/2024 CPS is a proprietary, Windows-based application used to configure APX subscriber radios in offline situations. The CPS application offers drag-and-drop, clone-wizard, and basic import/export functions that allow for the addition of new software and feature enhancements. APX N radios can be programmed one-at-a-time on a local PC, via secure USB port connection, with TLS-PSK based encryption. Once loaded, subscriber radios are read, and edited, and copdeplugs and templates can be saved and duplicated to program other fleet radios. Radio Management Batch Programming is available through the RM software for simultaneous programming and upgrading throughout the radio fleet. With Batch Programming, up to 16 radios can be programmed at once over a Wi-Fi connection. This reduces programming time and ensures that the radio fleet is always up-to-date and ready-to-use in the field. Device Management Services Device Management Services ("DMS") packages provide programming, management, and maintenance services to maximize the effectiveness of this APX N70 solution, while reducing maintenance risk, workload, and total cost of ownership. DMS tackles a range of customer needs, whether the solution is self-maintained or managed by Motorola Solutions. Using Motorola Solutions' cloud-based Radio Central Programming, APX N70 supports faster provisioning and deployment to get devices in the hands of first responders and out into the field. Parameters such as talk groups, interface options, and security keys can be programmed remotely within minutes. The DMS package provides access to batch programming with Radio Central Programming or one-at-a-time basic programming with Customer Programming Service, described below. Radio Central Radio Central Programming streamlines the APX N70 out-of-the-box experience with a few simple steps. Users will power on the device and view a boot-up animation. Status bar icons on the front display indicate when a connection is made and an update download is initiated. If the APN N70 device is being started for the first time, a "peek-in" device management notification will indicate that the default configuration is detected. When the update download is complete, the device reboots and installs the update. When the install is complete, the device goes back to the full home screen and notifies the user that the update is complete. From power on to provisioning, the process takes less than a minute. For Encryption and Authentication users, a KVL needs to be connected to the radio to use those services. APX N70 also features Touchless Key Provisioning ("TKP"), leveraging Radio Central and Key Management Facility to add encryption keys remotely. This streamlined, one-time process reduces the time and effort spent enabling encryption. TKP delivers the initial encryption keys to APN N70 radios. Users can provision encryption on one radio or on batches of radios, further speeding up the encryption process for radio fleets. The figure below illustrates APX N70's faster provisioning process. 0 Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the ""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively-Products"").If no Underlying Agreement exists between Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 8 ® MOTOROLA SOLUTIONS QUOTE-2587324 BBPD - FLEET REPLACEMENT (217 APX N70) - 07/30/2024 1111E11.= Assign Devices Stage/Activate will Illi 'Ng MIF an ina Alarill ailliallIM Secure login ts repotted RC User erdrer mprates [Template essrgnmea mewl RC User stages batch lobs for to access RC A default APX template or starts wrth Cordrgatt bon a SW updates configuration has been default cordp cadeplugs for RC Use+uspns the ASR needs to be plugged INo created on RC for further eh the tsdas in thea Meet conhguratton to a target Iles PC to syet a job. development Fi miedit system defrndron. group of radios RC Use edmoaMedgee tone/channel,tatlgroup1 receept of radios via LI said failsoft fobs are activated. Figure 1:APX N70 Provisioning via Radio Central 0 Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the ""Underlying Agreement—)that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 9 ® MOTOROLA SOLUTIONS QUOTE-2587324 BBPD - FLEET REPLACEMENT (217 APX N70) - 07/30/2024 APX N-SERIES DEVICE MANAGEMENT SERVICES - ESSENTIAL STATEMENT OF WORK OVERVIEW Device Management Services ("DMS") efficiently maintains the Customer's device fleet while helping to keep devices up-to-date and fully operational in the field. DMS Essential services provide basic hardware and software support. This Statement of Work ("SOW"), including all of its subsections and attachments is an integral part of the applicable agreement ("Agreement") between Motorola Solutions, Inc. ("Motorola Solutions") and Customer("Customer"). In the event of a conflict between the terms and conditions of the Agreement and the terms and conditions of this SOW, this SOW will control as to the inconsistency only. The SOW applies to the device specifically named in the Agreement. HARDWARE RE PAIR Hardware Repair provides repair coverage for internal and external device components that do not work in accordance with published specifications. Repair services are performed at a Motorola Solutions-operated or supervised facility. The device will be repaired to bring it to compliance with its specifications, as published by Motorola Solutions at the time of delivery of the original device. For malfunctioning devices that must be replaced, Motorola Solutions will attempt to read the codeplugs from those devices. If successful, Motorola Solutions will load the codeplug to any replacement devices. If not, Motorola Solutions will load a factory codeplug, and the Customer will need to load the previous codeplug. Motorola Solutions will load factory available firmware to any replacement devices, which may not match the Customer's firmware version. MOTOROLA SOLUTIONS RESPONSIBILITIES • Repair or replace malfunctioning device, as determined by Motorola Solutions. • Complete repair or replacement with a turnaround time of five business days in-house, provided the device is delivered to the repair center by 9:00 a.m. (local repair center time). Turnaround time represents thetime a product spends in the repair process, and does not include time in transit to and from the Customer's site. Business days do not include US holidays or weekends. • If applicable, apply periodically-released device updates, in accordance with an Engineering Change Notice. • Provide two-way air shipping when a supported Motorola Solutions electronic system, such as MyView Portal, is used to initiate a repair. A shipping label will be generated via the electronic system. CUSTOMER RESPONSIBILITIES • For non-contiguous renewals, Customer must provide a complete list, preferably in electronic format, of all hardware serial numbers to be covered under the Agreement to Motorola Solutions. • Initiate device repairs, as needed. • When initiating a repair via a supported Motorola Solutions electronic system, label each package correctly with the shipping label and Return Material Authorization ("RMA") number generated by the electronic system. • When initiating a repair via paper Return Material Form ("RMF"), the RMF must be completed for each device, included in the package with the device, and shipped to the Motorola Solutions depot specified on the RMF. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and 0 executed written contract between Customer and Motorola(the ""Underlying Agreement"'(that authorizes Customer to purchase equipment and/or services or license software(collectively""Products" ( If no Underlying Agreement exists between Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products Page 10 ® MOTOROLA SOLUTIONS QUOTE-2587324 BBPD - FLEET REPLACEMENT (217 APX N70) 07/30/2024 • Remove any data or other information from the device that the Customer wishes to destroy or retain prior to sending the device for repair. • If a malfunctioning device must be replaced and the Customer has loaded information for that device to Motorola Solutions' cloud environment, the Customer will need to remove the information for the malfunctioning device and add information for the replacement device to the applicable cloud environment. LIMITATIONS AND EXCLUSIONS The Customer will incur additional charges at the prevailing rates for any activities that are not included or are specifically excluded from this service scope, as described below. Motorola Solutions will notify the Customer and provide a quotation of any incremental charges related to such exclusions prior to completing the repair and said repair will be subject to Customer's acceptance of the quotation. • Replacement of consumable parts or accessories, as defined by product, including but not limited to batteries, cables, and carrying cases. • Repair of problems caused by: • Natural or manmade disasters, including but not limited to internal or external damage resulting from fire, theft, and floods. • Third-party software, accessories, or peripherals not approved in writing by Motorola Solutions for use with the device. • Using the device outside of the product's operational and environmental specifications, including improper handling, carelessness, or reckless use. • Unauthorized alterations or attempted repair, or repair by a third party. • Non-remedial work, including but not limited to administration and operator procedures, reprogramming, and operator or user training. • Problem determination and/or work performed to repair or resolve issues with non-covered products. For example, any hardware or software products not specifically listed on the service order form are excluded from service. • File backup or restoration. • Completion and test of incomplete application programming or system integration if not performed by Motorola Solutions and specifically listed as covered. • Accidental damage, chemical or liquid damage, or other damage caused outside of normal device operating specifications, except if optional Accidental Damage Coverage was purchased. • Cosmetic imperfections that do not affect the functionality of the device. • Software support for unauthorized modifications or other misuse of the device software is not covered. Motorola Solutions is not obligated to provide support for any device that has been subject to the following: • Repaired, tampered with, altered or modified (including the unauthorized installation of any software)—except by Motorola Solutions authorized service personnel. • Subjected to unusual physical or electrical stress, abuse, or forces or exposure beyond normal use within the specified operational and environmental parameters set forth in the applicable product specification. • If the Customer fails to comply with the obligations contained in the Agreement, the applicable software license agreement, and Motorola Solutions terms and conditions of service. ACCIDENTAL DAMAGE (OPTIONAL) An add-on to Hardware Repair, Accidental Damage provides repair coverage for internal and external device components damaged due to accidents or that do not work in accordance with published specifications. Repair services are performed at a Motorola Solutions-operated or supervised facility. Accidental Damage coverage must be purchased together with, or within 90 days of, a qualifying Motorola Solutions hardware purchase. This offer reduces unexpected expenses relating to the repair of the device. Accidental Damage coverage includes all Hardware Repair services, and expands coverage to include Accidental Damage. Examples of items included under Accidental Damage Coverage are: • Electrical repair for components that are not working in accordance with published specifications 0 Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the ""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products"").If no Underlying Agreement exists between Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Page 11 0 MOTOROLA SOLUTIONS QUOTE-2587324 BBPD - FLEET REPLACEMENT (217 APX N70) - 07/30/2024 • Electrical repair for failures caused by accidental water damage. • Electrical repair for accidental internal damage. • Replacement of accidentally cracked or broken housings. • Replacement of accidentally cracked or broken displays. • Replacement of accidentally cracked or broken or missing keypads/buttons. For malfunctioning devices that must be replaced, Motorola Solutions will attempt to read the codeplugs from those devices. If successful, Motorola Solutions will load the codeplug to any replacement devices. If not, Motorola Solutions will load a factory codeplug, and the Customer will need to load the previous codeplug. Motorola Solutions will load factory available firmware to any replacement devices, which may not match the Customer's firmware version. The Customer may need to downgrade the firmware on the replacement device. Added Motorola Solutions Responsibilities for Accidental Damage • Repair or replace accidentally damaged device, as determined by Motorola Solutions. Limitations and Exclusions In addition to applicable Limitations and Exclusions for Hardware Repair, Accidental Damage limits or excludes the following: • There is a limit of one device repair per device/per contract year with Accidental Damage coverage. This exclusion does not apply to repairs to malfunctioning components. Motorola Solutions will repair malfunctioning components covered by the standard Hardware Repair service as needed. • Where ongoing "accidental damage" is deemed by Motorola Solutions to be excessive, systemic or the result of device mishandling, the Customer may be subject to an additional charge. Should the accidental damage continue unabated, the Customer will incur repair charges at Motorola Solutions' discretion and prevailing charges for devices deemed by Motorola Solutions to have been damaged through improper handling, carelessness, or reckless use. • Accidental Damage is quoted on a per-unit basis, is prepaid, non-cancellable, and non-refundable for the purchased service term. DEVICETECHNICALSUPPORT Motorola Solutions' Device Technical Support service provides telephone consultation for device and accessory issues. Support is delivered through the Motorola Solutions Centralized Managed Support Operations ("CMSO") organization by a staff of technical support specialists. For Device Technical Support, Motorola Solutions will respond to calls within two (2) hours during the support days. Support hours are 7 a.m. to 7 p.m. CST Monday through Friday, excluding US holidays. In addition, Customers may contact the Call Management Center (800-MSI-HELP) at any time (24 hours a day, seven days a week) and a Motorola Solutions representative will log a technical request in Motorola Solutions Case Management System on the Customer's behalf. MOTOROLA SOLUTIONS RESPONSIBILITIES • Provide technical support for devices, assessing and troubleshooting reported issues. • Receive and log Customer support requests, and assign a technical representative to respond to a Customer incident per the defined timeframes. CUSTOMER RESPONSIBILITIES 0 Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the Underlying Agreement''(that authorizes Customer to purchase equipment and/or seryices or license software(collectively""Products"").If no Underlying Agreement exists between Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products Page 12 0 MOTOROLA SOLUTIONS QUOTE-2587324 BBPD - FLEET REPLACEMENT (217 APX N70) 07/30/2024 • Use the provided methods to contact Motorola Solutions technical support. • Provide sufficient information to allow Motorola Solutions technical support agents to diagnose and resolve Customer issues. • Provide contact information for field service technicians in the event that Motorola Solutions has to follow up. LIMITATIONS AND EXCLUSIONS • Device support does not include Land Mobile Radio ("LMR") network, Wi-Fi, and LTE network troubleshooting. Software Maintenance Motorola Solutions is continually developing new features and functionality for our portfolio of public-safety-grade radios. By purchasing software maintenance, the Customer can take advantage of these firmware releases and future-proof their communications investment. MOTOROLA SOLUTIONS RESPONSIBILITIES • Test all firmware releases to minimize software defects. • Announce new firmware releases and post release notes in a timely manner via MyView Portal. • Provide firmware updates. Motorola Solutions makes no guarantees as to the frequency or timing of firmware updates. • Provide upgrade capability through supported Programming Tools. • Provide programming and service tools and technical support through the firmware support window. • Provide documentation via MyView Portal with each release detailing new features, bug fixes, and any known issues. CUSTOMER RESPONSIBILITIES • Periodically check MyView Portal for firmware update announcements. • Keep the radio fleet updated with firmware versions within the support window. MyView Portal Access MyView Portal is the single location to track the status of subscriptions and service contracts, including start and end dates. This portal includes order, RMA, and technical support ticket status, as well as a consolidated download site for software and documentation. Outside of pre-announced maintenance periods, MyView Portal will be available on a best effort 24/7 basis. Motorola Solutions cannot guarantee the availability of Internet networks outside of our control. MOTOROLA SOLUTIONS RESPONSIBILITIES • Provide a web accessible, secure portal to view the Customer's data. • Provide the Customer with login credentials for the site. • Provide end-user training for the site. • Provide technical support to answer end user questions between the hours of 8 a.m. to 5 p.m. CST Monday through Friday, excluding US holidays. • Keep the site updated with the latest Customer information. CUSTOMER RESPONSIBILITIES • Provide Motorola Solutions with contact information for administrative users. 0 Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the ""Underlying Agreement"")that authorizes Customer to purchase equipment and/or services or license software(collectively""Products'l").If no Underlying Agreement exists between Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products Page 13 02 MOTOROLA SOLUTIONS QUOTE-2587324 BBPD - FLEET REPLACEMENT (217 APX N70) - 07/30/2024 • Administer user access. • Provide Internet access for users to access the site. • Attend available MyView Portal training. • Protect login information against unauthorized use. • Provide Motorola Solutions with updated equipment information, as needed. 0 Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola(the ""Underlying Agreement""(that authorizes Customer to purchase equipment and/or services or license software(collectively""Products ") If no Underlying Agreement exists between Motorola and Customer,then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products Page 14 Motorola Solutions, Inc. 500 W Monroe Street, Ste 4000 MOTOROLA SOLUTIONS Chicago, IL 60661-3781 USA July 18, 2024 Boynton Beach Police Department Attention: Chief Zeller 2100 High Ridge Road Boynton Beach, Florida 33426 BOYNTON BEACH POLICE DEPARTMENT APX N70 RADIO FLEET REFRESH, TWO (2) MCC 7500 E DISPATCH CONSOLES, AND FIVE (5) MCC 7500 VPM TO MCC 7500 E DISPATCH CONSOLES UPGRADES PROPOSAL SUMMARY: Dear Chief Zeller, Motorola Solutions, Inc. ("Motorola") is pleased to have the opportunity to provide the City of Boynton Beach with quality communications equipment and services. Below is the breakdown of the negotiated pricing and time-based incentives. • City of Boynton Beach Police Department radios per CPQ quote, QUOTE-2587324, valued at $2,041,927.71. This includes all quoted APX N70 hardware, accessories, software, deployment, five (5) years of APX Smart Applications (Smart Connect, Smart Programming, Smart Locate, and Smart Mapping), five (5) years of 4G LTE cellular data plan, and five (5) years of accidental protection. • City of Boynton Beach Dispatch Consoles per proposal dated 06/07/2024 valued at $364,447.00. This includes all quoted hardware, accessories, software, deployment, and one (1) year of maintenance. • City of Boynton Beach's current radio fleet trade-in discount ($21,700.00) • Service Discount ($30,871.25). • Technology Discount ($118,278.00). July 18, 2024 Motorola Solutions, Inc. 500 W Monroe Street, Ste 4000 MOTOROLA SOLUTIONS Chicago, IL 60661-3781 USA PRICE SUMMARY List Price NASPO Contract Price Police Radios $2,826,471.52 $2,212,776.96 Dispatch Consoles $406,484.00 $364,447.00 Subtotal Price $3,232,955.52 $2,577,223.96 Radio Trade-in Discount -$21,700.00 Service Discount -$30,871.25 Technology Discount -$118,278.00 Grand Total Sale Price $2,406,374.71 Technology Credit ($1,065,185.00) Effective Price $1,341,189.71 CONTRACT TERMS All Pricing, Terms & Conditions per NASPO Valuepoint Contract#00318 EQUIPMENT DELIVERY All equipment will be scheduled to ship on or after August 15, 2025, and invoiced on October 1, 2025. ORDERING DOCUMENTS The City of Boynton Beach may execute this offer by delivering a purchase order (PO) to Motorola Solutions, Inc. July 18, 2024 © MOTOROLA SOLUTIONS 4114,.1 -tet s ,�7/" -- "14.'410000. - 4. I: , _ - .3r•`.yam ..dre ri ;,.. Ali'-,- - Proposal City of Boynton Beach . . onso e � ions July 30th. 2024 The design, technical, and price information furnished with this proposal is proprietary information of Motorola Solutions, Inc. (Motorola). Such information is submitted with the restriction that it is to be used only for the evaluation of the proposal, and is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the proposal,without the express written permission of Motorola Solutions, Inc. MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners.©2024 Motorola Solutions, Inc. All rights reserved. PS-000174140 Motorola Solutions, Inc. 500 W Monroe Street, Ste 4000 MOTOROLA SOLUTIONS Chicago, IL 60661-3781 USA July 30, 2024 Boynton Beach Police Department Attention: Karl Maracotta 2100 High Ridge Road Boynton Beach, Florida 33426 Subject: BOYNTON BEACH MCC7500E CONSOLES Dear Mr. Maracotta, Motorola Solutions, Inc. ("Motorola") is pleased to have the opportunity to provide the Boynton Beach Police Department with quality communications equipment and services. The Motorola Solutions project team has taken great care to propose a solution that will meet your needs and provide unsurpassed value. To best meet the functional and operational specifications of this solicitation, our solution includes a combination of equipment and services. • TWO (2) NEW MCC7500 E CONSOLES • FIVE (5) CONSOLES UPGRADE FROM MCC7500 VPM TO MCC7500 E The MCC7500 E consoles are forecasted to remain in support through 2030. Once the consoles have reached end-of-life status they can continue to be supported on a commercially reasonable effort depending on parts availability. This proposal consists of this cover letter together with its Exhibits. This proposal shall remain valid for a period of 60 days from the date of this cover letter. This equipment provision described in the proposal, shall be governed by the terms and conditions stated in the NASPO Cooperative Purchasing Master Agreement NO. 00318. Boynton Beach Police Department may accept the proposal by delivering to Motorola a Purchase Order (PO) or the included Notice to Proceed (NTP). Alternatively, Motorola Solutions would be pleased to address any concerns that the Boynton Beach Police Department may have regarding the proposal. Any questions can be directed to your Motorola Account Executive, George Nassif at (954) 605-8196. We thank you for the opportunity to furnish the Boynton Beach Police Department with "Best-in-Class" solutions and we hope to strengthen our relationship by implementing this project. We aim to provide you with the best products and services in the communications industry. Sincerely, Motorola Solutions, Inc. Danny Sanchez Florida Territory Vice President City of Boynton Beach July 30th.2024 Console Additions Table of Contents Section 1 System Description 2 1.1 Proposed Solution 2 1.2 MCC 7500E Console Operation Position 2 Section 2 Statement of Work 5 2.1 Motorola Responsibilities 5 2.2 City of Boynton Beach Responsibilities 5 2.3 Assumptions 6 Section 3 Acceptance Test Plan 7 Section 4 Service/Warranty 8 Section 5 Pricing Summary 9 5.1 Equipment and Installation 9 Section 6 Contractual Documentation 10 Table of Contents 0 MOTOROLA SOLUTIONS Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Page 1 City of Boynton Beach July 30th.2024 Console Additions Section 1 System D 1 .1 Proposed Solution The proposed solution will offer the City of Boynton Beach with two (2) new MCC 7500E dispatch positions. There are operational issues with co-locating the MCC7500 VPM and the MCC7500E consoles. The MCC7500 has a dedicated voice processing module (VPM) hardware so it processes audio slightly quicker than the MCC7500E. If the consoles are in the same room it results in audio issues that create an echo and interference to dispatchers. Because of this known issue, included in the solution is upgrading five (5) existing MCC 7500 Voice Processor Modules (VPM) to MCC7500E. This will allow (2) new MCC7500E positions to be added to the Boynton Beach dispatch, converting the site entirely to the MCC7500E platform without mixing the two dispatch console types. The list below summarizes the proposed console equipment as well as peripherals: • Two (2) New MCC 7500E Dispatch Positions • CommandCentral Hub • 22" Non-touch Monitor • 160 Radio Resource Capability License • ADP/AES/DES-OFB Encryption Capabilities • Two (2) MSI Purpose Built USB Speaker • USB Microphone • Dual Headset Jacks • Enhanced Instant Recall Recorder • Footswitch • CRYPTR Hardware Key • Spares • Five (5) Upgraded MCC 7500E Dispatch Positions • CommandCentral Hub • Two (2) MSI Purpose Built USB Speaker • USB Microphone • CRYPTR Hardware Key 1 .2 MCC 7500E Console Operation Position The dispatch position supports commercially available accessories, including a USB microphone, USB headset, and USB footswitch, as shown in the figure titled "MCC 7500E Dispatch Position." The following list describes the components included in the proposed configuration. System Description Q MOTOROLA SOLUTIONS Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Page 2 City of Boynton Beach July 30th.2024 Console Additions THE MCC 7500E DISPATCH CONSOLE • Desktop Headset Jack Microphone Computer External Telephone a Display System Desktop Desktop External Paging Speaker Speaker CommandCentral Hub Encoder 4111, Instant Recall Recorder Footswitch Local Logging Recorder Figure 1-1: The MCC 7500E Dispatch Position supports multiple accessories. CommandCentral Hub The CommandCentral Hub functions as a purpose built device capable of both running the dispatch software as well as routing audio from the dispatcher to and from the radio system. The CC Hub will replace the VPM and the PC on the MCC 7500 positions and will save space on the desktop. The CC Hub is a Motorola designed and developed appliance that will be used in all dispatch console designs for many years to come. Computer Display The dispatch position will use a 22-inch "non-touch" Computer Display. Enhanced Integrated Instant Recall Recorder (IRR) The Enhanced IRR seamlessly integrates with the dispatch position's software, allowing audio and call data from any radio or telephony resource to be recorded and easily played back. Call data includes PTT IDs, name of resource, start time and date, and stop time and date. Two (2) analog inputs are available for use with recording audio from external devices. Two (2) analog audio speakers are included with IRR. Desktop Speakers Two (2) audio speakers have been included with each dispatch position and can be configured to transmit audio from a specific talkgroup or set of talkgroups. Each speaker is a self-contained unit, with individual volume controls, and can be placed on a desktop or mounted on a rack or computer display. Headset Jack The dispatch positions will support two (2) headset jacks, both push-to-talk (PTT) and non-PTT- enabled, for simultaneous use by the dispatcher and a supervisor. The headset jack contains two (2) volume controls for the separate adjustment of received radio and telephone audio. Headset The proposed headset consists of two (2) elements. The headset base includes an audio amplifier, a Push-to-Talk switch, and a long cord that connects to the dispatch position. The headset top consists of the earpiece and microphone, as well as a short cable that connects to the headset base. USB Microphone The microphone controls the dispatch position's general transmit and monitor features through two (2) buttons on its base. The microphone can be fastened down or left loose. It can be used alone or in conjunction with a headset. System Description Q MOTOROLA SOLUTIONS Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Page 3 City of Boynton Beach July 30th.2024 Console Additions Footswitch Each dispatch position includes a dual pedal footswitch that controls general transmit and monitor functions. Telephone Headset Interface Port The telephone/headset port provides a connection for an external telephone to the dispatch position. This allows the operator to use a single headset to communicate on both the radio system and a telephone system. System Description Q MOTOROLA SOLUTIONS Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Page 4 City of Boynton Beach July 30th.2024 Console Additions Section 2 Statement of Work Motorola is proposing to the City of Boynton Beach the installation and configuration of the following equipment at the specified locations. Site Name Major Equipment Boynton Beach PD Dispatch Install two (2) MCC7500E Consoles Boynton Beach PD Dispatch Upgrade five (5) MCC7500 Consoles to MCC7500E The document delineates the general responsibilities between Motorola and City of Boynton Beach as agreed to by contract. 2.1 Motorola 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 City of Boynton Beach. • Coordinate the activities of all Motorola subcontractors under this contract. • Administer safe work procedures for installation. • Provide the City of Boynton Beach with the appropriate system interconnect specifications. 2.2 City of Boynton Beach Responsibilities The City of Boynton Beach 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 City of Boynton Beach include the following: • Provide all buildings, equipment shelters, and towers required for system installation. • Ensure communications sites meet space, grounding, power, and connectivity requirements for the installation of all equipment. • Obtain all licensing, site access, or permitting required for project implementation. • Obtain frequencies for project as required. • Provide required system interconnections. • The City of Boynton Beach 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 City of Boynton Beach vendors or other contractors. Statement of Work Q MOTOROLA SOU/TIONS Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Page 5 City of Boynton Beach July 30th.2024 Console Additions 2.3 Assumptions Motorola has made several assumptions in preparing this proposal, which are noted below. In order to provide a firm quote, Motorola will need to verify all assumptions or seek alternate solutions in the case of invalid assumptions. • All existing sites or equipment locations will have sufficient space available for the system described as required/specified by R56. • 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 City of Boynton Beach. • Approved local, State, or Federal permits as may be required for the installation and operation of the proposed equipment are the responsibility of the City of Boynton Beach. • Any required system interconnections not specifically outlined here will be provided by the City of Boynton Beach. These may include dedicated phone circuits, microwave links, or other types of connectivity. • No coverage guarantee is included in this proposal. • Motorola is not responsible for interference caused or received by the Motorola-provided equipment except for interference that is directly caused by the Motorola-provided transmitter(s) to the Motorola-provided receiver(s). Should the City of Boynton Beach system experience interference, Motorola can be contracted to investigate the source and recommend solutions to mitigate the issue. The pricing quoted assumes adequate physical space, HVAC and electrical requirements for the new equipment. • No UPS devices are included in this pricing. • MCC 7500 VPM to MCC 7500E: Reuse existing console peripherals with the exception of the quoted speakers and microphone. • It is believed that there are available ports for the two new console positions. • No KVL5000 quoted. Statement of Work Q MOTOROLA SOLUTIONS Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Page 6 City of Boynton Beach July 30th.2024 Console Additions Section 3 Acceptance Test Plan System Acceptance of the proposed solution will occur upon successful completion of a Functional Acceptance Test Plan (FATP), which will test the features, functions, and failure modes for the installed equipment in order to verify that the solution operates according to its design. This plan will validate that the City of Boynton Beach's solution will operate according to its design, and increase the efficiency and accuracy of the final installation activities. A detailed FATP will be developed and finalized during project implementation. Acceptance Test Plan Q MOTOROLA SOLUTIONS Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Page 7 City of Boynton Beach July 30th.2024 Console Additions Section 4 Service/Warranty Motorola will provide a one-year warranty for its equipment. After warranty expiration, the equipment will be added to the City of Boynton Beach's existing Service Agreement. Service/Warranty Q MOTOROLA SOLUTIONS Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Page 8 City of Boynton Beach July 30th.2024 Console Additions Section 5 PricingSummary Motorola is pleased to provide the following equipment and services to the City of Boynton Beach. 5.1 Equipment and Installation Description Price ($) Equipment $252,766 Implementation and Warranty Services $153,718 Subtotal $406,484 Contract Discount ($42,037) Total System $364,447 This proposal is subject to the terms and conditions of Motorola Solutions' XXXXX contract and this pricing is valid through XX##, 202#. Payment Milestones Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution. If Customer has purchased additional Professional or Subscription services, payment will be in accordance with the applicable addenda. Payment for the System purchase will be in accordance with the following milestones. System Purchase (excluding Subscribers, if applicable) 1. 50% due upon Contract Execution; and 2. 50% due upon Final Acceptance If Subscribers are purchased, 100% of the Subscriber Contract Price will be invoiced upon shipment (as shipped). Motorola reserves the right to make partial shipments of equipment and to invoice upon shipment of such equipment. In addition, Motorola reserves the right to invoice for installations completed on a site-by-site basis, when applicable. The value of the equipment shipped/services performed will be determined by the value shipped/services performed as a percentage of the total milestone value. Unless otherwise specified, contract discounts are based upon all items proposed and overall system package. For invoicing purposes only, discounts will be applied proportionately to the FNE and Subscriber equipment values to total contract price. For Lifecycle Support Plan and Subscription Based Services: Motorola will invoice Customer annually in advance of each year of the plan. Pricing Summary Q MOTOROLA SOLUTIONS Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Page 9 City of Boynton Beach July 30th.2024 Console Additions Section 6 Contractual Documentation All terms and conditions per NASPO Contract No. 00318. Contractual Documentation Q MOTOROLA SOLUTIONS Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Page 10 Boynton Beach Police Department 2100 High Ridge Rd. `s Boynton Beach, FL 33426 September 4, 2024 To: Motorola Solutions, Inc.("Motorola") 500 W. Monroe St. Chicago, IL 60661 Re: BOYNTON BEACH POLICE DEPARTMENT APX N70 RADIO FLEET REPLACEMENT Contract Name/ Number: NASPO 00318 Proposal /Quote Ref& (required): QUOTE-2587324 AND MCC 7500 E DISPATCH CONSOLE PROPOSAL The BOYNTON BEACH POLICE DEPARTMENT will not issue a purchase order for this purchase until affirmation of funding. This Notice to Proceed (NTP) serves as authorization for Motorola Solutions to place an order and invoice for the communication equipment and services as referenced on the Proposal/Quote for the purchase price of$2,406,374.71. The Purchase will be paid with $1,341,189.71 from the disbursements from the City of Boynton Beach and the remaining $1,065,185.00 paid through the remaining technology credit from P1CAD Contract 21-PS-124218 for the balance of purchase and outyears of services. The terms and conditions of the above referenced master contract will guide this purchase. Title and Risk of Loss to Equipment shall pass to Customer upon shipment from Motorola. This NTP will take precedence with respect to conflicting or ambiguous terms. Customer affirms that execution of this Agreement is the only Notice to Proceed that Motorola will receive for the term of this Agreement. Customer will not issue a purchase order or other funding documentation in order to pay Motorola per this Agreement. Customer affirms funding has been encumbered for this order in accordance with applicable law and will pay all proper invoices as received from Motorola solely against this Agreement. Unless otherwise agreed upon in writing, invoices will be billed based on equipment shipped, services rendered, and per the terms specified in Resolution No. R24-185. Outyears of services shall be invoiced annually in advance of each year. Once billed, invoices shall be sent and emailed to the Customer at the following address: BOYNTON BEACH POLICE DEPARTMENT, 2100 HIGH RIDGE RD, BOYNTON BEACH, FL 33426 Invoices should reference: QUOTE-2587324 AND MCC 7500 E DISPATCH CONSOLE PROPOSAL The equipment will be shipped to the Customer at the following address: BOYNTON BEACH POLICE DEPARTMENT, 2100 HIGH RIDGE RD, BOYNTON BEACH, FL 33426. The ultimate destination address (if different from the ship to above)where the equipment will be delivered to Customer is: BOYNTON BEACH POLICE DEPARTMENT, 2100 HIGH RIDGE RD, BOYNTON BEACH, FL 33426 Customer may change shipment information by giving written or electronic notice to Motorola. If you have any questions regarding this order, please contact George Nassif-Account Executive at Motorola Solutions (954)605-8196. Sincerely yours, By' "� — Date: �PpQ :,( ei- j 2 ( J,osepll DeGiu�/ Boynton Beach Police Department Chief of Police fA........i..0.I..4. .. b... n............... ...,..k... nl Inrc nc07On• Akin I.rr 7cnn c nicnnrnu rn.icni c oononcwi