Dispatch Motorola Services Exhibit A

[2025-69 Dispatch Motorola Services Exhibit A.pdf]
EXHIBIT A

AA) MOTOROLA SOLUTIONS

Proposal

North Olmsted, Ohio

_ MCC 7500E Dispatch Console
Position Add On Project

July 23, 2025

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
Co 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. © 2025 Motorola Solutions, Inc. All rights reserved.

® MOTOROLA SOLUTIONS

Motorola Solutions, Inc.
500 W. Monroe St. Ste 4400
Chicago, IL 60661

July 23, 2025

Lt. Fioritto

North Olmsted Police Department
27243 Lorain Rd.

North Olmsted, Ohio 44070

Subject: MCC 7500E Dispatch Console Add On Position
Dear Lt. Fioritto,

Motorola Solutions, Inc. (“Motorola”) is pleased to have the opportunity to provide North Olmsted Police with
an MCC 7500E dispatch console add on position project. The Motorola project team has taken great care to
propose a solution to address your needs and provide exceptional value.

Motorola’s solution includes a combination of hardware, software and services. Specifically, this solution
provides:

e 1MCC 7500E operator position
e Implementation and warranty services
e Optional Maintenance, Support and Lifecycle Services.

This proposal is subject to the terms and conditions the enclosed Motorola Solutions Customer
Agreement (“MCA”) and remains valid until September 19, 2025. North Olmsted Police may accept this
proposal by signing and returning a copy of the MCA. Alternatively, Motorola would be pleased to
address any concerns North Olmsted Police has regarding this proposal. Any questions can be directed
to Chris Pfaff, Account Executive, at 216-409-8806 or christopher.pfaff@motorolasolutions.com.

Our goal is to provide North Olmsted Police with the best product and services available in the
communications industry. We thank you for the opportunity, and we hope to strengthen our relationship
by implementing this solution.

Sincerely,
Motorola Solutions Sales & Services, Inc.

Cea

Chris Hanes
Area Sales Manager

Table of Contents @ moronora sowuTions

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Motorola Solutions Confidential Restricted

Page 1

Table of Contents

Section 1

System OVErview.....scccccsecceeeeeceneceneeecceeessnennnseusseeeeennsenesesesenenensnaeennoeeeneeneesseeeeaneeevaneuunnseesseses 3
1.1 Dispatch Console Equipment ........2....:cccccssseseeeceeeneesesssennanensnnseseaeesenneneennnnnenenmeneeeseeneneononns 3
1.1.1. Dispatch Console Equipment SUMMAryY ......... eee eeeseeseeseeeeeeseeeenaaeanecnsceeeeeenersaeeesaearennessesenssaeseaaasenes 3
1.1.2 Design ASSUMPTIONS. ..........:cccccceccececscenseneeneeeseneeeeeeeeseededeensansanesscnasenneseeseeasnssaeseneecoeeeneneererneenreeseconminssones 3
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Section 2

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2.1 OVEGrVICW wasscccstsscessusensecuenaneresnennnnesenseaeseeneoesesneunaneenenceesesepenaneseeneeesauneaennsnsneeunaneseenessnenesaneenees 6
2.1.1 Motorola’s Responsibilities ............e..:ceeeceeeeeceeeeeceeeececenenansaaesesseeeuasaaeeaesneneeseeesuneeasessneaeanasceeeeeresacerseninannas 6
2.1.2 North Olmsted ReSponsibilitieS «2.0... ee ccceeeeneeneeeeeeeeenenenenecnnasausnssnsceceeessesssseseneneeeeseeesseeeaspensectensoooris 7
2.2 Project Schedule ........::::cccee reece nn ane 8

Section 3

Warranty and Maintenance ...........:0:cccssssseeeeeeeeeeeeseeeenenseseeenneensecienneenneneceeeeneeseennoonnennneoneeees 9
3.1 Warranty Support Services ......ccssseceneeeeneecneneeneneecesevensnranesssnneseunsenenenereceesenseenenensenes 9

Section 4

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Section 5

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Table of Contents @ mororora soiutions

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North Olmsted, Ohio July 23, 2025
MCC 7500E Dispatch Console Position Add On Project

Section 1
LO

System Overview

1.1. Dispatch Console Equipment

This proposal includes the addition of the following equipment at the existing North Olmsted MCC
7500E dispatch site in the existing dispatch room.

e © MCC 7500E Operator Position (Console Position #6)
Integrated CCHUB with PC
- (4) USB Speakers
- (1) USB Desk Microphone
- (2) Headset Jacks
- (1) Footswitch
- (1) 22” Monitor with Touch Screen

The MCC 7500 is a state-of-the-art console system that features an enhanced version of the intuitive,
Graphical User Interface (GUI). It operates on the Microsoft Windows platform, and the screen layout is
simple and uses valuable space efficiently. Key information and critical functions are clearly identified
with easy to understand icons. Dispatchers can quickly recognize these icons instead of reading text
which maximizes productivity.

1.1.1. Dispatch Console Equipment Summary

The equipment proposed includes operator position equipment only. The proposed MCC 7500E
wireline console add on position includes the same options as the existing position(s) at the existing
dispatch site.

1.1.2 Design Assumptions
e Backroom equipment, such as switches, routers, CCGWs, AUX I/Os, loggers and its related
equipment, and control room firewall are existing and will be reused.
e This proposal does not include any new consolettes or antenna and lines.
* Connectivity to the zone core site is existing.
e This proposal does not include any new racks.
e This proposal does not include any headsets. Customer to provide separately.
e This proposal does not include any spares.

LL System Overview @ moronora sowurions

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North Olmsted, Ohio July 23, 2025
MCC 7500E Dispatch Console Position Add On Project

e This proposal does not include any UPS's for either the operator positions or the backroom
equipment. If a UPS is required, then a change order will have to be executed.

e This proposal does not include any backhaul equipment. Backhaul is assumed to be existing
and any modifications are the responsibility of the customer.

1.2 Equipment List

Hem T aty | womenctature | Descriptions

North Olmsted, Ohio July 23, 2025
MCC 7500E Dispatch Console Position Add On Project

North Olmsted, Ohio July 23, 2025
MCC 7500E Dispatch Console Position Add On Project

Section 2
LO

Statement of Work

2.1 Overview

Motorola proposes the installation and configuration of the equipment defined in the System Description
and Equipment List. The document delineates the general responsibilities between Motorola and North
Olmsted, Ohio (“Customer”) as agreed to by contract.

The proposed equipment connects to the Ohio MARCS system.

2.1.1. | Motorola’s Responsibilities

Motorola’s general responsibilities include the following:
e Conduct project kickoff meeting with the Customer to review project design and finalize
requirements.

e Schedule the implementation schedule in agreement with the Customer. Coordinate the
oe activities of all Motorola subcontractors under this contract.

e Provide the Customer with the appropriate system interconnect specifications.
*e Define link specifications for each link required for the proposed system.

e Define electrical requirements for the operator positions to be installed in the Customer-provided
facilities.

e Define heat load for the equipment to be installed in the Customer-supplied facilities.
e Administer safe work procedures for installation.

e Install the console operator positions in the existing dispatch room with existing operator
positions and on desktop space provided by the Customer.

e Connect the console to the existing Customer-provided circuits.

e Connect the appropriate equipment to Customer-supplied ground system in accordance with
Motorola’s R56 Site Installation Standards.

e Perform the console programming, based on the console templates designed during the
fleetmapping process jointly by Motorola and the Customer.

e Connect the Customer-supplied, previously identified circuits into the console, to a demarcation
point located within 25 feet of the console interface.

e 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 North Olmsted's system experience interference,
Motorola can be contracted to investigate the source and recommend solutions to mitigate the
issue.

Lo Statement of Work @ MOTOROLA SOLUTIONS

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North Olmsted, Ohio July 23, 2025
MCC 7500E Dispatch Console Position Add On Project

e Integration of other third party products, not defined in this statement of work, is not included in
LC this proposal.

e Ohio MARCS Zone Core site:

- Provide infrastructure related programming of the proposed dispatch operator position into
the Zone Core site, as applicable.

e Optimize equipment and verify that all equipment is operating properly and that all electrical and
signal levels are set accurately.

e Verify communication interfaces between devices for proper operation.
e Test features and functionality are in accordance with manufacturers’ specifications.

e Verify the operational functionality and features of the operator position(s) supplied by Motorola,
as contracted.

e If any major task as contractually described fails, repeat that particular task after Motorola
determines that corrective action has been taken.

e Document issues that arise during the functional tests.
e Document the results of the acceptance tests and present to North Olmsted for review.
e Resolve any punchlist items before Final Acceptance.

C 2.1.2 North Olmsted Responsibilities

The Customer 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. The Customer’s general
responsibilities for the dispatch equipment is as follow:

e North Olmsted will provide a dedicated delivery point for receipt, inventory, and storage of
equipment prior to installation.

e Coordinate the activities of all North Olmsted vendors or other contractors, if applicable.

e Attend and participate in project meetings and reviews.

e Provide ongoing communication, as applicable, with Ohio MARCS regarding the dispatch
console project and schedule.

e Provide existing dispatch site equipment which will be interfaced to the proposed position.
e Provide FCC licensing, if required.

e Ensure communications sites meet space, grounding, power, and connectivity requirements for
the installation of all equipment.

e Obtain all licensing, site access, or permitting required for project implementation.

e Secure site lease/ownership, zoning, permits, regulatory approvals, easements, power, and
Telco connections.

LC Statement of Work @ moronota so.utions

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MCC 7500E Dispatch Console Position Add On Project

2.2

Provide third party products and interface if needed.
Provide demarcation point located within 25 feet of the console interface.

Provide certified electrician for any electrical work required for the proposed installation.
Provide clear and stable access to the sites for transporting electronics and other materials.
Sufficient site access must be available for trucks to deliver materials under their own power
and for personnel to move materials to the facility without assistance from special equipment.

Supply adequately sized electrical service, backup power (UPS, generator, batteries, etc.)
including the installation of conduit, circuit breakers, outlets, etc., at each equipment location.
Provide AC power (dedicated 20 Amp AC outlets—simplex with ground) for each major piece of
equipment within six (6) feet of the location of the Motorola-supplied equipment, including the
associated electrical service and wiring (conduit, circuit breakers, etc.).

Provide adequate HVAC, grounding, lighting, cable routing, and surge protection (also, among
existing and Motorola-provided equipment) based upon Motorola’s “Standards and Guidelines
for Communication Sites” (R56). Ceiling [minimum nine (9) feet] and cable tray heights
[minimum eight (8) feet] in the equipment rooms in order to accommodate seven (7)-foot, six
(6)-inch equipment racks.

Bring grounding system up to Motorola’s “Standards and Guidelines for Communication Sites”
(R56) and supply a single point system ground, of five (5) ohms or less, to be used on ail FNE
supplied under the Contract. Supply grounding tie point within 10 feet from the Motorola-
supplied equipment.

Provide floor space and desk space (including desk furniture, as needed) for the system
equipment at the Customer-provided facilities.

Relocate and/or removal of existing equipment, if needed, to provide required space for the
installation of Motorola-supplied equipment.

Provide obstruction-free area for the cable run between the demarcation point and the
communications equipment, as well as between the backroom equipment room and dispatch
position(s).

Supply interior building cable trays, raceways, conduits, and wire supports.

Resolve any environmental issues including, but not limited to, asbestos, structural integrity of
the site, and any other building risks (resolve environmental or hazardous material issues).

Provide console template and alias information as required for programming.

Pay for usage costs of power and generator fueling, both during the construction and installation
effort, and on an ongoing basis.

Any required system network link resources will be provided by Customer, per Motorola
specifications for consoles to connect to the Ohio MARCS Zone Core site.

Project Schedule

Motorola’s preliminary schedule indicates total project implementation to be approximately 10-12
months pending supply chain availability at time of purchase. This preliminary schedule is included for
informational purposes only and assumes that all Customer responsibilities as defined above are
completed, as required. If site improvements or site approvals are needed these must be completed
prior to equipment shipping to the field.

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North Olmsted, Ohio duly 23, 2025
MCC 7500E Dispatch Console Position Add On Project

Section 3
.

Warranty and Maintenance

3.1. Warranty Support Services

The Year 1 services for the proposed new equipment only and include the same customized services
as those that are separately contracted for the existing dispatch site in contract # USC000752318.

Services proposed for add-on equipment assumes and requires that the existing dispatch sites and
system to separately include and be contracted for the same services for the same duration as
proposed.

As an Add On to Ohio MARCS all add-ons are required to align with the regular MARCS System

Upgrade schedule through 2039 and must include security monitoring/MDR (as applicable) and security
update services. The post warranty services include these MARCS required services

/
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North Olmsted, Ohio July 23, 2025
MCC 7500E Dispatch Console Position Add On Project

Section 4

Pricing Summary

4.1 Pricing

: Total System with purchase by September 19, 2025 . . $94,639

Lifecycle Services for (1) New Operator Position

4.2 Pricing Terms and Conditions

e Prices quoted per Ohio State Term Schedule #573077-0.
e See attached Motorola Solutions Customer Agreement (MCA) Exhibit A for payment terms.
e Pricing valid through September 19, 2025

e Due to significant market and tariff volatility, as well as fluctuations in the cost of energy and raw
materials including, but not limited to, steel, copper, finished wood, and concrete, Motorola
Solutions reserves the right to equitably adjust the contract price, completion schedule, and/or
contract requirements. Additionally, Motorola Solutions reserves the right to apply a fuel
surcharge to quoted freight rates based on the prevailing diesel cost at the time of shipment."

4.3 Lifecycle Services

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North Olmsted, Ohio July 23, 2025
MCC 7500E Dispatch Console Position Add On Project

; Section 5
.

Contractual Documentation

The Contractual Documentation is included on the following pages.

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MCC 7500E Dispatch Console Position Add On Project

Motorola Solutions Customer Agreement

This Motorola Solutions Customer Agreement (the “MCA’) is entered into between Motorola Solutions, Inc., and
affiliated companies, with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the
entity purchasing Products (as defined below) from Motorola (“Customer”). Motorola and Customer will each be
referred to herein as a “Party” and collectively as the “Parties”. This Agreement (as defined below) is effective as
of the earlier of (a) the first purchase of a Product from Motorola, and (b) the date of the last signature on the
Agreement (the “Effective Date’).

1. Agreement.

1.1. Scope; Agreement Documents. This MCA governs Customer's purchase of Products (as defined below) from
Motorola. Additional terms and conditions applicable to specific Products are set forth in one or more agreed
upon addenda incorporated within this MCA (each an “Addendum”, and collectively the “Addenda’”). This MCA,
the applicable Addenda, and Proposal collectively form the Parties’ “Agreement”.

1.2. Order of Precedence. In interpreting this Agreement and resolving any ambiguities each Addendum will control
with respect to conflicting terms in the Agreement, but only as applicable to the Products described in such
Addendum. The Proposal will control with respect to conflicting terms in the MCA or any Addenda, but only as
applicable to the Products and Services described in the Proposal.

2. Definitions.

“Authorized Users” means Customer's employees and contractors engaged for the purpose of supporting or using
the Products and Services on behalf of Customer, and that are not competitors of Motorola, and the entities (if any)
specified in a Proposal or otherwise approved by Moiorola in writing (email from an authorized Motorola signatory
accepted), which may include affiliates or other Customer agencies.

“Change Order” means a written amendment to this Agreement after the Effective Date.

“Communications System” is a solution that includes at least one radio Product, whether devices, software, or
infrastructure, and requires Integration Services to deploy such radio Product at a Customer Site or onto any
Customer-Provided Equipment or Equipment provided to Customer.

“Contract Price” or “Fees” means the charges applicable to the Products, excluding applicable sales or similar
taxes and freight charges.

“Confidential Information” means any and all non-public information provided by one Party to the other that is
disclosed under this Agreement in oral, written, graphic, machine recognizable, or sample form, being clearly
designated, labeled or marked as confidential or its equivalent or that a reasonable business person would consider
non-public and confidential by its nature. With respect to Motorola, Confidential Information will also include
Products, and Documentation, as well as any other information relating to the Products.

“Customer Data” has the meaning given to it in the DPA.

“Customer-Provided Equipment” means components, including equipment and software, not provided by
Motorola which may be used with the Products.

“Data Processing Addendum’ or “DPA” means the Motorola Data Processing Addendum applicable to processing
of data, including Customer Data, as updated, supplemented, or superseded from time to time. The DPA is
incorporated into and made a part of this Agreement for all purposes pertaining to the contents of the DPA. Where
terms or provisions in the Agreement conflict with terms or provisions of the DPA, the terms or provisions of the
DPA will control with respect to the contents of the DPA.

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“Documentation” means the documentation for the Products, or data, that is delivered or made available with the
Products that specifies technical and performance features, capabilities, users, or operation, including training
manuals, and other deliverables, such as reports, specifications, designs, plans, drawings, analytics, or other
information.

“Equipment” means hardware provided by Motorola.

“Equipment Lease-Purchase Agreement” means the agreement by which Customer finances all or a portion of
the Contract Price.

“Feedback” means comments or information, in oral or written form, given to Motorola by Customer or Authorized
Users, including end users, in connection with or relating to the Products.

“Integration Services” means the design, deployment, implementation, and integration Services provided by
Motorola in order to design, install, set up, configure, and/or integrate the applicable Products as agreed upon by
the Parties.

“Licensed Software” means software which is made available to Customer by Motorola (for example software
preinstalled on Equipment, accessible via a website provided by Motorola, or software installed on or made available
for Customer-Provided Equipment) and is licensed to Customer by Motorola.

“Lifecycle Management Services’ or “LMS” means upgrade services as set out in the applicable Proposal.

“Maintenance and Support Services” means the break/fix maintenance, technical support, or other Services
described in the applicable Proposal.

“Motorola Data” means data owned by Motorola and made available to Customer in connection with the Products;

“Niotorola Materials” means proprietary equipment, hardware, content, software, tools, data, and other materials,
including designs, utilities, models, methodologies, systems, and specifications, which Motorola has developed or
licensed from third parties (including any corrections, bug fixes, enhancements, updates, modifications,
adaptations, translations, de-compilations, disassemblies, or derivative works of the foregoing, whether made by
Motorola or another party). Products, Motorola Data, Third-Party Data (as defined in the DPA), and Documentation,
are considered Motorola Materials.

“Non-Motorola Materials” means collectively, Customer or third-party equipment, software, services, hardware,
content, and data that is not provided by Motorola.

“Proposal” means solution descriptions, pricing, equipment lists, statements of work (“SOW”), schedules, technical
specifications, quotes, order forms, and other documents setting forth the Products to be purchased by Customer
and provided by Motorola. The Proposal may also include an Acceptance Test Plan (“ATP”); a “Payment” Form
(Communications System purchase only); or a “System Acceptance Certificate” (Communications System only),
depending on the Products purchased by Customer.

“Products” or “Product” is how the Equipment, Licensed Software and Services being purchased by the
Customer is collectively referred to in this Agreement (collectively as “Products”, or individually as a “Product’).

“Professional Services” are services provided by Motorola to Customer under this Agreement, including
Integration Services, the nature and scope of which are more fully described in the Proposal.

“Prohibited Jurisdiction” means any jurisdiction in which the provision of such Products is prohibited under
applicable laws or regulations.

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MCC 7500E Dispatch Console Position Add On Project

“Services” means services, including access to services, as described in the Proposal, and includes Integration
Services, Subscription Services, Professional Services, Maintenance & Support Services, and Lifecycle
Management Services provided by Motorola.

“Service Completion Date” means the date of Motorola’s completion of the Services described in a Proposal.
“Service Use Data” has the meaning given to it in the DPA.

“Site” or “Sites” means the location where the Integration Services, Lifecycle Management Services, or
Maintenance and Support Services will take place.

“Software-as-a-Service” or “SaaS” means a solution that includes at least one Subscription Service and associated
Licensed Software, which may include, as an example, client software or a web page.

“Software System” means a solution that includes at least one Licensed Software Product and requires Integration
Services to deploy such Licensed Software Product at a Customer Site or onto any Customer-Provided Equipment
or Equipment provided by or made available to Customer by Motorola.

“Subscription” means a recurring payment for Products, as set out in the Proposal.

“Subscription Services” or “Recurring Services” means Services, including access to Services, paid for on a
subscription basis. Subscription Services includes services available through SaaS Products.

“Term” means the term of this MCA which will commence on the Effective Date and continue until six (6) months
after the later of (a) the termination, expiration, or discontinuance of Services under the last Proposal in effect, or
(b) the expiration of all applicable warranty periods, unless the MCA is earlier terminated as set forth herein.

Products and Services.

3.1. Products. Motorola will sell (a) Equipment, (b) licenses to Licensed Software, and (c) Services to Customer, to

the extent each is set forth in this Agreement. At any time during the Term, Motorola may substitute any
Products at no cost to Customer, if the substitute is substantially similar to the Products set forth in this
Agreement. All Licensed Software is provided pursuant to the terms of the Software License Agreement.

3.2. Services.
3.2.1. Motorola will provide Services, to the extent set forth in this Agreement.

3.2.2. Integration Services: Maintenance and Support Services. Motorola will provide (a) Integration Services at

the applicable Sites, agreed upon by the Parties, or (b) Maintenance and Support Services or Lifecycle
Management Services, each as further described in the applicable SOW. Terms applicable to Maintenance,
Support and Lifecycle Management can be found in the Maintenance, Support and Lifecycle Management
Addendum.

3.2.3. Service Proposals. The Fees for Services will be set forth in Motorola's Proposal. A Customer point of contact

may be set forth in the applicable SOW for the Services.

3.2.4. Service Completion. Services described in a Proposal will be deemed complete upon the Service Completion

Date, or as Services expire, or are renewed or terminated.

3.2.5. Professional Services

3.2.5.1. Additional Service Terms. !f Customer is purchasing Professional Services to evaluate or assess

networks, systems or operations; network security assessment or network monitoring; software application
development Services; or transport connectivity services, Additional Services Terms apply.

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3.3.

3.4.

3.5.

3.6.

3.7.

3.8.

3.9.

3.10.

Additional Product Terms. If the Products include one of the following Products or Product types, additional
terms apply as found in the below links:
Mobile Video Products, such as LPR cameras, bodycams, or vehicle cameras, and related software

Drone related Products

Comparison Manager

Data licensed from Motorola

Non-Preclusion. {f, in connection with the Products provided under this Agreement, Motorola performs
assessments of its own, or related, products or makes recommendations, including a recommendation to
purchase other products, nothing in this Agreement precludes such efforts nor precludes Motorola from
participating in a future competitive bidding process or otherwise offering or selling the recommended products
to Customer. Customer represents that this paragraph does not violate its procurement standards or other laws,
regulations, or policies.

Customer Obligations. Customer represents that information Customer provides to Motorola in connection with
receipt of Products are accurate and complete in all material respects. If any assumptions in the Proposals or
information provided by Customer prove to be incorrect, or if Customer fails to perform any of its obligations
under this Agreement, Motorola’s ability to perform its obligations may be impacted and changes to the
Agreement, including the scope, Fees, and performance schedule may be required.

Documentation. Products may be delivered with Documentation. Documentation is and will be owned by
Motorola, unless otherwise expressly stated in a Proposal that certain Documentation will be owned by
Customer. Motorola hereby grants Customer a limited, royalty-free, worldwide, non-exclusive license to use the
Documentation solely for its internal business purposes in connection with the Products.

Motorola Tools and Equipment. As part of delivering the Products, Motorola may provide certain tools,
equipment, models, and other materials of its own. Such tools and equipment will remain the sole property of
Motorola unless they are to be purchased by Customer as Products and are explicitly listed on the Proposal.
The tools and equipment may be held by Customer for Motorola’s use without charge and may be removed
from Customer's premises by Motorola at any time without restriction. Customer will safeguard all tools and
equipment while in its custody or control, and be liable for any loss or damage. Upon the expiration or earlier
termination of this Agreement, Customer, at its expense, will return to Motorola all such tools and equipment in
its possession or control.

Authorized Users. Customer will ensure its employees and Authorized Users comply with the terms of this
Agreement and will be liable for all acts and omissions of its employees and Authorized Users. Customer is
responsible for the secure management of Authorized Users’ names, passwords and login credentials for
access to Products.

Export Control. Customer, its employees, and any other Authorized Users will not access or use the Producis
in any Prohibited Jurisdiction, and Customer will not provide access to the Products to any government, entity,
or individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it and its Authorized
Users are not named on any U.S. government list of persons prohibited from receiving U.S. exports, or
transacting with any U.S. person; (b) it and its Authorized Users are not a national of, or a company registered
in, any Prohibited Jurisdiction; (c) Customer will not permit its Authorized Users to access or use the Products
or Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d)
Customer and its Authorized Users will comply with all applicable laws regarding the transmission of technical
data exported from the U.S. and the country in which Customer, its employees, and the Authorized Users are
located.

Change Orders. Unless a different change control process is agreed upon in writing by the Parties, a Party may
request changes to an Addendum or a Proposal by submitting a Change Order to the other Party. If a requested
change causes an increase or decrease in the Products, the Parties by means of the Change Order will make

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4.
4.1.

4.1.1.

4.2.

4.3.

4.4.

4.5.

4.6.

4.7.

5.

appropriate adjustments to the Fees, project schedule, or other matters. Change Orders are effective and
binding on the Parties only upon execution of the Change Order by an authorized representative of both Parties.

Term and Termination.

Term. The applicable Addendum or Proposal will set forth the Term for the Products governed thereby.

Subscription Terms. Unless otherwise specified in the Proposal, if the Products are purchased as a
Subscription, the Subscription commences upon delivery of, or Customer having access to, the first
applicable Product ordered under this Agreement and will continue for a twelve (12) month period or such
other period identified in a Proposal (the “Initial Subscription Period’) and, unless otherwise stated in the
Proposal, will automatically renew for additional twelve (12) month periods (each, a “Renewal Subscription
Year’), unless either Party notifies the other of its intent not to renew at least thirty (30) days before the
conclusion of the then-current Subscription Term. (The Initial Subscription Period and each Renewal
Subscription Year will each be referred to herein as a “Subscription Term’”.) Motorola may increase Fees
prior to any Renewal Subscription Year by notifying Customer of the proposed increase no later than thirty
(30) days prior to commencement of the Renewal Subscription Year.

Termination. Either Party may terminate the Agreement or the applicable Addendum or Proposal if the other
Party breaches a material obligation under the Agreement and does not cure such breach within thirty (30) days
after receipt of notice of the breach or fails to produce a cure plan within such period of time. Each Addendum
and Proposal may be separately terminable as set forth therein.

Termination for Non-Appropriation. In the event any identified funding is not appropriated or becomes
unavailable, the Customer reserves the right to terminate this Agreement for non-appropriation upon thirty (30)
days’ advance written notice to Motorola. In the event of such termination, Motorola shall be entitled to
compensation for all conforming Products delivered or performed prior to the date of termination.

Suspension of Services. Motorola may promptly terminate or suspend any Products under a Proposal if
Motorola determines: (a) the related Product license has expired or has terminated for any reason; (b) the
applicable Product is being used on a hardware platform, operating system, or version not approved by
Motorola; (c) Customer fails to make any payments when due; or (d) Customer fails to comply with any of its
other obligations or otherwise delays Motorola’s ability to perform.

Wind Down of Subscription. In addition to the termination rights in this Agreement, Motorola may terminate any
Subscription Term, in whole or in part, in the event Motorola plans to cease offering the applicable Licensed
Software or Subscription Services to customers.

Effect_of Termination or Expiration. Upon termination for any reason or expiration of this Agreement, an
Addendum, or a Proposal, Customer and the Authorized Users will return or destroy (at Motorola’s option) all
Motorola Materials and Motorola’s Confidential Information in their possession or control and, as applicable,
provide proof of such destruction, except that Equipment purchased by Customer should not be returned. If
Customer has any outstanding payment obligations under this Agreement, Motorola may accelerate and
declare all such obligations of Customer immediately due and payable by Customer. Notwithstanding the
reason for termination or expiration, Customer agrees to pay Motorola for Products already delivered or
performed. Customer has a duty to mitigate any damages under this Agreement, including in the event of default
by Motorola and Customer's termination of this Agreement.

Equipment. In the event that Customer purchases any Product at a price below the published list price for such
Product in connection with Customer entering into a fixed- or minimum required-term agreement for Products,
and Customer or Motorola terminates the Agreement prior to the expiration of such fixed- or minimum required-
term, then Motorola will have the right to invoice Customer for, and Customer will pay, the amount of the
discount to the published list price for the Product or such other amount set forth in writing. This Section will not
limit any other remedies Motorola may have with respect to an early termination.

Payment, Invoicing, Delivery and Risk of Loss

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‘ 5.1. The Contract Price of $ , excluding taxes, is fully committed and identified, including all subsequent

CO years of any contracted Services. The Customer will pay all invoices as received from Motorola subject to the
terms of this Agreement and any changes in scope will be subject to the change order process as described in
this Agreement.

Motorola acknowledges the Customer may require the issuance(s) of a purchase order or notice to proceed as
part of the Customer's procurement process. However, Customer agrees that the issuance or non-issuance of
a purchase order or notice to proceed does not preclude the Customer from its contractual obligations as
defined in this Agreement.

5.2. Fees. Fees and charges applicable to the Products will be as set forth in the applicable Proposal. Changes in
the scope of Products described in a Proposal that require an adjustment to the Fees will be set forth in the
applicable pricing schedule. The Fees for any Products exclude expenses associated with unusual and costly
Site access requirements (e.g., if Site access requires a helicopter or other equipment), tariffs, fluctuations in
the costs of energy, raw materials, and fuel. Motorola reserves the right to equitably adjust the Fees for these
expenses upon written notice to Customer. Customer will reimburse Motorola for expenses reasonably incurred
by Motorola in connection with the Products. The annual Subscription Fee for Products may include certain
one-time Fees, such as start-up fees, license fees, or other fees set forth in a Proposal. Motorola may suspend
Licensed Software and any Subscription Services if Customer fails to make any payments within thirty (30)
days of invoice due date when due.

5.3. Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes, assessments, duties, or
regulatory charges or contribution requirements (collectively, “Taxes”), all of which will be paid by Customer,
except as exempt by law, unless otherwise specified in a Proposal. If Motorola is required to pay any Taxes,
Customer will reimburse Motorola for such Taxes (including any interest and penalties) within thirty (30) days
after Customer's receipt of an invoice therefore. Customer will be solely responsible for reporting the Products
for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income
and net worth.

oS 5.4. Invoicing. Motorola will invoice Customer as described in this Agreement and Customer will pay all invoices
within thirty (30) days of the invoice date or as otherwise specified in writing. In the event Customer finances
the purchase of the Motorola Products contemplated herein via Motorola Solutions Credit Corporation
(‘MSCC’), invoices for such purchase will be paid via the disbursement of the financing proceeds pursuant to
the Equipment Lease - Purchase Agreement executed between the parties and the payment schedule enclosed
therein shall control payment of the related invoices. Late payments will be subject to interest charges at the
maximum rate permitted by law, commencing upon the due date. Motorola may invoice electronically via email,
and Customer agrees to receive invoices via email at the email address set forth in Section 5.6. Customer
acknowledges and agrees that a purchase order or other notice to proceed is not required for payment for
Products.

5.5. Payment. Customer will pay invoices for the Products provided under this Agreement in accordance with the
invoice payment terms set forth in Section 5.4. Generally, invoices are issued after shipment of Equipment or
upon Motorola’s delivery of Licensed Software, Customer access to SaaS, or upon System Completion Date of
a Software System, as applicable, but if a specific invoicing or payment schedule is set forth in the Agreement,
such schedule will determine the invoicing cadence.

Motorola will have the right to suspend future deliveries of Products if Customer fails to make any payments
when due.

5.6. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address:

Name:
Address:
Phone:

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G E-INVOICE. To receive invoices via email:
Customer Account Number:

Customer Accounts Payable Email:
Customer CC (optional) Email:

The address which is the ultimate destination where the Equipment will be delivered to Customer is:
Name:
Address:

The Equipment will be shipped to the Customer at the following address (insert if this information is known):

Name:
Address:
Phone:

Customer may change this information by giving written notice to Motorola.

5.7. Delivery, Title and Risk of Loss. Motorola will provide to Customer the Products set forth in a Proposal, in
accordance with the terms of the Agreement. Motorola will, using commercially reasonable practices, pack the
ordered Equipment and ship such Equipment to the Customer address set forth in Section 5.6 or otherwise
provided by Customer in writing, using a carrier selected by Motorola.

Notwithstanding the foregoing and unless otherwise stated in a Equipment Lease ~ Purchase Agreement,
delivery of Equipment (and any incorporated Licensed Software) will occur, and title and risk of loss for the
Equipment will pass to Customer, upon shipment by Motorola in accordance with ExWorks, Motorola’s premises
(Incoterms 2020). Customer will pay all shipping costs, taxes, and other charges applicable to the shipment

oe and import or export of the Products and Services, as applicable, and Customer will be responsible for reporting
the Products for personal property tax purposes.

Delivery of Licensed Software for installation on Equipment or Customer-Provided Equipment will occur upon
the earlier of (a) electronic delivery of the Licensed Software by Motorola, or (b) the date Motorola otherwise
makes the Licensed Software available for download or use by Customer. If agreed upon in a Proposal,
Motorola will also provide Services related to such Products. Title to Licensed Software will not pass to
Customer at any time. Delivery of SaaS Products will occur when the Services are made available to Customer.

5.8. Delays. Any shipping dates set forth in a Proposal are approximate, and while Motorola will make reasonable
efforts to ship Products by any such estimated shipping date, Motorola will not be liable for any delay or related
damages to Customer. Time for delivery will not be of the essence, and delays will not constitute grounds for
cancellation, penalties, termination, or a refund.

5.9. Future Regulatory Requirements. The Parties acknowledge and agree that certain Products (for example, cyber
services) are in evolving technological areas and therefore, laws and regulations regarding Products may
change. Changes to existing Products required to achieve regulatory compliance may be available for an
additional fee. Any required changes may also impact the price for Products.

5.10. Resale of Equipment. Equipment may contain embedded Licensed Software. If Customer desires to sell its
used Equipment to a third party, Customer must first receive prior written authorization from Motorola, which
will not be unreasonably denied, and obtain written acceptance of the applicable Licensed Software license
terms, including the obligation to pay relevant license fees, from such third party. Customer will take appropriate
security measures when disposing of Equipment, including the deletion of all data stored in the Equipment.

6. Sites; Customer-Provided Equipment; Non-Motorola Materials.

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6.1. Access to Sites. Customer will be responsible for providing all necessary permits, licenses, and other approvals
C necessary for the performance, installation and use of the Products at each applicable Site, including for
Motorola to perform its obligations hereunder, and for facilitating Motorola’s access to the Sites. No waivers of
liability will be imposed on Motorola or its subcontractors by Customer or others at Customer facilities or other
Sites, but if and to the extent any such waivers are imposed, the Parties agree such waivers are void.

6.2. Site Conditions. Customer will ensure that (a) all Sites are safe and secure, (b) Site conditions meet all
applicable industry and legal standards (including standards promulgated by OSHA or other governmental or
regulatory bodies), (c) to the extent applicable, Sites have adequate physical space, air conditioning, and other
environmental conditions, electrical power outlets, distribution, equipment, connections, and telephone or other
communication lines (including modem access and interfacing networking capabilities), and (d) Sites are
suitable for the installation, use, and maintenance of the Products. This Agreement is predicated upon normal
soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date.

6.3. Site Issues. Upon its request, which will not be unreasonably denied, Motorola will have the right to inspect the
Sites and advise Customer of any deficiencies or non-conformities with the requirements of this Section 6 —
Sites; Customer-Provided Equipment; Non-Motorola Materials. If Motorola or Customer identifies any
deficiencies or non-conformities, Customer will promptly remediate such issues or the Parties will select a
replacement Site. If a Party determines that a Site identified in a Proposal is not acceptable or desired, the
Parties will cooperate to investigate the conditions and select a replacement Site or otherwise adjust the
installation plans and specifications as necessary. A change in Site or adjustment to the installation plans and
specifications may cause a change in the Fees or performance schedule under the applicable Proposal.

6.4. Customer-Provided Equipment. Customer will be responsible, at its sole cost and expense, for providing and
maintaining the Customer-Provided Equipment in good working order. Customer represents and warrants that
it has all rights in Customer-Provided Equipment to permit Motorola to access and use the applicable Customer-
Provided Equipment to provide the Products under this Agreement, and such access and use will not violate
any laws or infringe any third-party rights (including intellectual property rights). Customer (and not Motorola)
will be fully liable for Customer-Provided Equipment, and Customer will immediately notify Motorola of any
Customer-Provided Equipment damage, loss, change, or theft that may impact Motorola’s ability to provide the
Products under this Agreement, and Customer acknowledges that any such events may cause a change in the
Fees or performance schedule under the applicable Proposal.

la

6.5. Non-Motorola Materials. In certain instances, Customer may be permitted to access, use, or integrate Non-
Motorola Materials with or through the Products. If Customer accesses, uses, or integrates any Non-Motorola
Materials with the Products, Customer will first obtain all necessary rights and licenses to permit Customer's
and its Authorized Users’ use of the Non-Motorola Materials in connection with the Products. Customer will also
obtain the necessary rights for Motorola to use such Non-Motorola Materials in connection with providing the
Products, including the right for Motorola to access, store, and process such Non-Motorola Materials (e.g., in
connection with SaaS Products), and to otherwise enable interoperation with the Products. Customer
represents and warranis that it will obtain the foregoing rights and licenses prior to accessing, using, or
integrating the applicable Non-Motorola Materials with the Products, and that Customer and its Authorized
Users will comply with any terms and conditions applicable to such Non-Motorola Materials. If any Non-Motorola
Materials requires access to Customer Data, Customer hereby authorizes Motorola to allow the provider of
such Non-Motorola Materials to access Customer Data, in connection with the interoperation of such Non-
Motorola Materials with the Products.

6.6. Customer acknowledges and agrees that Motorola is not responsible for, and makes no representations or
warranties with respect to, the Non-Motorola Materials (including any disclosure, modification, or deletion of
Customer Data resulting from use of Non-Motorola Materials or failure to properly interoperate with the
Products). If Customer receives notice that any Non-Motorola Materials must be removed, modified, or disabled
within the Products, Customer will promptly do so. Motorola will have the right to disable or remove Non-
Motorola Materials if Motorola believes a violation of law, third-party rights, or Motorola’s policies is likely to
occur, or if such Non-Motorola Materials poses or may pose a security or other risk or adverse impact to the
Products, Motorola, Motorola’s systems, or any third party (including other Motorola customers).

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6.7.

6.8.

6.9.

6.10.

7.1.

7.2.

7.3.

7.4.

7.5.

Motorola may provide certain Non-Motorola Materials as an authorized sales representative of a third party as
set out in a Proposal. As an authorized sales representative, the third party’s terms and conditions will apply to
any such sales. Any orders for such Non-Motorola Materials will be fulfilled by the third party.

End User Licenses. Notwithstanding any provision to the contrary in the Agreement, certain Non-Motorola
Materials software are governed by a separate license, EULA, or other agreement, including terms governing
third-party equipment or software, such as open source software, included in the Products. Customer will
comply, and ensure its Authorized Users comply, with any such additional terms applicable to third-party
equipment or software. Certain third party flow-down terms applicable to Motorola Products may apply.

Prohibited Use. Customer will not integrate or use, or permit a third party or an Authorized User to integrate or
use, any Non-Motorola Materials with or in connection with a Software System or other Licensed Software
provided by Motorola under this Agreement, without the express written permission of Motorola.

APland Client Support. Motorola will use reasonable efforts to maintain its Application Programming Interfaces
(APIs) for each Software System, understanding that APIs will evolve. Motorola will support each API version
for 6 months after introduction but may discontinue support with reasonable notice or without notice if a security
risk is present. For Licensed Software requiring a local client installation, Customer is responsible for installing
the current version. Motorola will support each client version for 45 days after its release but may update the
client at any time, and does not guarantee support for prior client versions.

Representations and Warranties.

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) it has
the right to enter into, and execute, the Agreement and perform its obligations hereunder, and (b) the Agreement
will be binding on such Party.

System Warranty. Subject to the disclaimers and exclusions below, Motorola represents and warrants that, on
the date of System Acceptance (for Communications Systems), System Completion Date (for Software
Systems), or delivery, as applicable (a) the Communications System will perform in accordance with the
descriptions in the applicable Proposal in all material respects, (b) the Software System will perform in
accordance with the descriptions in the applicable Proposals in all material respects, and (c) if Customer has
purchased any Licensed Software (but, for clarity, excluding SaaS Products) as part of such Communications
System or Software System, the warranty period applicable to such Licensed Software will continue for a period
of one (1) year commencing upon System Acceptance, System Completion, or date the Licensed Software is
delivered (the “Warranty Period’).

Communications Systems. During the Warranty Period, in addition to warranty services, Motorola will provide
Maintenance and Support Services for the Equipment and support for the Motorola Licensed Software in
Communication Systems pursuant to the applicable maintenance and support Proposal. Support for the
Licensed Software will be in accordance with Motorola's established Software Support Policy (“SwSP”). If
Customer wishes to purchase (a) additional Maintenance and Support Services during the Warranty Period; or
(b) continue or expand maintenance, software support, installation, and/or Motorola’s LMS after the Warranty
Period, Motorola will provide the description of and pricing for such services in a separate proposal document
and such terms will be agreed upon in a Proposal. Unless otherwise agreed by the Parties in writing, the terms
and conditions of the MSLMA referenced in Section 3.2.2 will govern the provision of such Services.

SaaS. SaaS Products do not qualify for the System Warranty above.

Motorola Warranties - Services. Subject to the disclaimers and exclusions below, Motorola represents and
warrants that (a) Services will be provided in a good and workmanlike manner and will conform in all material
respects to the descriptions in the applicable Proposal; and (b) for a period of ninety (90) days commencing
upon the Service Completion Date for one-time Services, the Services will be free of material defects in
materials and workmanship. Other than as set forth in subsection (a) above, recurring Services are not
warranted but rather will be subject to the requirements of the applicable Addendum or Proposal.

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7.7.

7.8.

7.9.

7.10.

8.1.

/

7.6.

Motorola Warranties - Equipment. Subject to the disclaimers and exclusions set forth below, (a) for a period of
one (1) year commencing upon the delivery of Motorola-manufactured Equipment under Section 5.7 —
Delivery, Title and Risk of Loss, Motorola represents and warrants that such Motorola-manufactured
Equipment, under normal use, will be free from material defects in materials and workmanship; and (b) the
warranties applicable to Motorola-manufactured Equipment set forth in herein shall be applicable to all radio
Equipment purchased hereunder whether or not such Equipment was manufactured by Motorola.

Warranty Claims: Remedies. To assert a warranty claim, Customer must notify Motorola in writing of the claim
prior to the expiration of any warranty period set forth in this Agreement. Unless a different remedy is otherwise
expressly set forth herein, upon receipt of such claim, Motorola will investigate the claim and use commercially
reasonable efforts to repair or replace any confirmed materially non-conforming Product or re-perform any non-
conforming Service, at its option. Such remedies are Customer's sole and exclusive remedies for Motorola’s
breach of a warranty. Motorola's warranties are extended by Motorola to Customer only, and are not assignable
or transferable.

Pass-Through Warranties. Notwithstanding any provision of this Agreement to the contrary, Motorola will have
no liability for third-party software or hardware provided by Motorola; provided, however, that to the extent
offered by third-party providers of software or hardware and to the extent permitted by law, Motorola will pass
through express warranties provided by such third parties.

WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS AND PASS THROUGH WARRANTIES IN THIS
AGREEMENT, PRODUCTS AND SERVICES PURCHASED HEREUNDER ARE PROVIDED “AS IS” AND
WITH ALL FAULTS. WARRANTIES SET FORTH IN THE AGREEMENT ARE THE COMPLETE
WARRANTIES FOR THE PRODUCTS AND SERVICES AND MOTOROLA DISCLAIMS ALL OTHER
WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
QUALITY. MOTOROLA DOES NOT REPRESENT OR WARRANT THAT USE OF THE PRODUCTS AND
SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES, OR
THAT THEY WILL MEET CUSTOMER’S PARTICULAR REQUIREMENTS.

ADDITIONAL WARRANTY EXCLUSIONS. NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO
THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) DEFECTS IN OR DAMAGE TO
PRODUCTS RESULTING FROM USE OTHER THAN IN THE NORMAL AUTHORIZED MANNER, OR FROM
ACCIDENT, LIQUIDS, OR NEGLECT; (B) TESTING, MAINTENANCE, REPAIR, INSTALLATION, OR
MODIFICATION BY PARTIES OTHER THAN MOTOROLA; (C) CUSTOMER’S OR ANY AUTHORIZED
USER’S FAILURE TO COMPLY WITH INDUSTRY AND OSHA OR OTHER LEGAL STANDARDS; (D)
DAMAGE TO RADIO ANTENNAS, UNLESS CAUSED BY DEFECTS IN MATERIAL OR WORKMANSHIP; (E)
EQUIPMENT WITH NO SERIAL NUMBER; (F).BATTERIES OR CONSUMABLES; (G) FREIGHT COSTS FOR
SHIPMENT TO REPAIR DEPOTS; (H) COSMETIC DAMAGE THAT DOES NOT AFFECT OPERATION; (1)
NORMAL WEAR AND TEAR; (J) ISSUES OR OBSOLESCENCE OF LICENSED SOFTWARE DUE TO
CHANGES IN CUSTOMER OR AUTHORIZED USER REQUIREMENTS, EQUIPMENT, OR SYSTEMS; (K)
TRACKING AND LOCATION-BASED SERVICES; OR (L) BETA SERVICES.

Indemnification.

General Indemnity. Motorola will defend, indemnify, and hold Customer harmless from and against any and all
damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from
any actual third-party claim, demand, action, or proceeding (“Claim”) for personal injury, death, or direct damage
to tangible property to the extent caused by Motorola's negligence, gross negligence or willful misconduct while
performing its duties under this Agreement, except to the extent the claim arises from Customer's negligence
or willful misconduct. Motorola’s duties under this Section 8.1 — General Indemnity are conditioned upon: (a)
Customer promptly notifying Motorola in writing of the Claim; (b) Motorola having sole control of the defense of
the suit and all negotiations for its settlement or compromise to the extent allowed by applicable law; and (c)
Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the
defense of the Claim.

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8.2.

L

8.2.1.

8.2.2.

oe 8.2.3.

8.3.

9.1.

Intellectual Property Infringement. Motorola will defend Customer against any third-party claim alleging that a
Motorola-developed or manufactured Product (the “Infringing Product’) directly infringes a United States patent
or copyright (“Infringement Claim”), and Motorola will pay all damages finally awarded against Customer by a
court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an
Infringement Claim. Motorola’s duties under this Section 8.2 - Intellectual Property Infringement are
conditioned upon: (a) Customer promptly notifying Motorola in writing of the Infringement Claim; (b) Motorola
having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c)
Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the
defense of the Infringement Claim.

If an Infringement Claim occurs, or in Motorola’s opinion is likely to occur, Motorola may at its option and
expense: (a) procure for Customer the right to continue using the Infringing Product; (b) replace or modify
the Infringing Product so that it becomes non-infringing; or (c) grant Customer (i) a prorated refund of any
amounts pre-paid for the Infringing Product (if the Infringing Product is Licensed Software) or (ii) a credit for
the Infringing Product, less a reasonable charge for depreciation (if the Infringing Product is Equipment,
including Equipment with embedded Licensed Software).

In addition to the other damages disclaimed under this Agreement, Motorola will have no duty to defend or
indemnify Customer for any Infringement Claim that arises from or is based upon: (a) Customer Data,
Customer-Provided Equipment, Non-Motorola Materials, or third-party equipment, hardware, software, data,
or other third-party materials; (b) the combination of the Product with any products or materials not provided
by Motorola; (c) a Product designed, modified, or manufactured in accordance with Customer's designs,
specifications, guidelines or instructions; (d) a modification of the Product by a party other than Motorola; (e)
use of the Product in a manner for which the Product was not designed or that is inconsistent with the terms
of this Agreement; or (f) the failure by Customer to use or install an update to the Product that is intended to
correct the claimed infringement. In no event will Motorola’s liability resulting from an Infringement Claim
extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon
revenue derived by Motorola from Customer from sales or license of the Infringing Product.

This Section 8.2 — Intellectual Property Infringement provides Customer's sole and exclusive remedies
and Motorola’s entire liability in the event of an Infringement Claim.

Customer Indemnity. To the extent allowed by applicable law, Customer will defend, indemnify, and hold
Motorola and its subcontractors, subsidiaries and other affiliates harmless from and against any and all
damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from
any actual or threatened third-party claim, demand, action, or proceeding arising from or related to (a)
Customer-Provided Equipment, Customer Data, or Non-Motorola Materials, including any claim, demand,
action, or proceeding alleging that any such equipment, data, or materials (or the integration or use thereof with
the Products) infringes or misappropriates a third-party intellectual property or other right, violates applicable
law, or breaches the Agreement; (b) Customer-Provided Equipment’s failure to meet the minimum requirements
set forth in the applicable Documentation or match the applicable specifications provided to Motorola by
Customer in connection with the Products; (c) Customer's (or its service providers, agents, employees, or
Authorized User's) negligence or willful misconduct; and (d) Customer's or its Authorized User’s breach of this
Agreemeni. This indemnity will not apply to the extent any such claim is caused by Motorola's use of Customer-
Provided Equipment, Customer Data, or Non-Motorola Materials in violation of the Agreement. Motorola will
give Customer prompt, written notice of any claim subject to the foregoing indemnity. Motorola will, at its own
expense, cooperate with Customer in its defense or settlement of the claim.

Limitation of Liability.

EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL AGGREGATE LIABILITY OF MOTOROLA, ITS
AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES,
SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “MOTOROLA
PARTIES”), WHETHER BASED ON A CLAIM IN CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO
OR ARISING OUT OF THE AGREEMENT WILL NOT EXCEED THE FEES, OR PORTION OF FEES,
RELATED TO THE PRODUCT UNDER WHICH THE CLAIM AROSE. WITH RESPECT TO ANY RECURRING

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/ SERVICES, THE MOTOROLA PARTIES’ TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO

LO SUCH RECURRING SERVICES WILL NOT EXCEED THE TOTAL FEES PAID FOR THE APPLICABLE
PRODUCT DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE
EVENT FROM WHICH THE FIRST CLAIM AROSE. EXCEPT FOR PERSONAL INJURY OR DEATH, THE
MOTOROLA PARTIES WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT (WHETHER
UNDER MOTOROLA'S INDEMNITY OBLIGATIONS, A CAUSE OF ACTION FOR BREACH OF CONTRACT,
UNDER TORT THEORY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,
PUNITIVE, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUES, EVEN
IF MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR ANY THIRD PARTY OF THE POSSIBILITY OF
SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE
FORESEEABLE.

9.2. EXCLUSIONS FROM LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A) CUSTOMER DATA,
INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DATA AVAILABLE THROUGH THE
PRODUCTS; (B) CUSTOMER-PROVIDED EQUIPMENT OR SITES; NON-MOTOROLA MATERIALS; THIRD-
PARTY EQUIPMENT, HARDWARE, SOFTWARE, DATA, OR CONTENT; OR UNKNOWN OR
UNAUTHORIZED COMBINATION OF PRODUCTS AND SERVICES; (C) LOSS OF DATA, HACKING,
RANSOMWARE, THIRD-PARTY ATTACKS OR DEMANDS; (D) MODIFICATION OF PRODUCTS NOT
AUTHORIZED BY MOTOROLA; (E) RECOMMENDATIONS PROVIDED IN CONNECTION WITH THE
PRODUCTS PROVIDED UNDER THIS AGREEMENT; (F) DATA RECOVERY SERVICES OR DATABASE
MODIFICATIONS; OR (G) CUSTOMER’S OR ANY AUTHORIZED USER'S BREACH OF THIS AGREEMENT
OR MISUSE OF THE PRODUCTS.

IN ADDITION TO THE FOREGOING EXCLUSIONS FROM DAMAGES, AND NOTWITHSTANDING ANY
PROVISION OF THE AGREEMENT TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A)
INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS; (B)
DISRUPTION OF OR DAMAGE TO CUSTOMER’S OR THIRD PARTIES’ SYSTEMS, EQUIPMENT, OR DATA,

C INCLUDING DENIAL OF ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION
DETECTION SOFTWARE OR HARDWARE; (C) AVAILABILITY OR ACCURACY OF ANY DATA AVAILABLE
THROUGH SOFTWARE-AS-A-SERVICE, OR INTERPRETATION, USE, OR MISUSE THEREOF; (D)
TRACKING AND LOCATION-BASED SERVICES; OR (E) BETA SERVICES.

9.3. Statute of Limitations. Customer may not bring any claims against a Motorola Party in connection with this
Agreement or the Products and Services more than one (1) year after the date of accrual of the cause of action.

10. Confidentiality.

10.1. Confidential Information. Customer and Motorola agree that, subject to any applicable freedom of information
or public records legislation, Motorola’s Confidentiality Terms apply to information shared between the Parties.

11. Proprietary Rights; Data; Feedback.

11.1. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer with access to
“Motorola Materials”. Except when Motorola has expressly transferred title or other interest to Customer in
writing, the Motorola Materials are the property of Motorola or its licensors, and Motorola or its licensors retain
all right, title and interest in and to the Motorola Materials (including, all rights in patents, copyrights, trademarks,
trade names, trade secrets, know-how, other intellectual property and proprietary rights, and all associated
goodwill and moral rights).

This Agreement does not grant to Customer any shared development rights in or to any Motorola Materials or
other intellectual property, and Customer agrees to execute any documents and take any other actions
reasonably requested by Motorola to effectuate the foregoing. Motorola and its licensors reserve ail rights not
expressly granted to Customer, and no rights, other than those expressly granted herein, are granted to
Customer by implication, estoppel or otherwise. Customer will not modify, disassemble, reverse engineer,

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12.

12.1.

13.

13.1.

13.2.

14.

derive source code or create derivative works from, merge with other software, distribute, sublicense, sell, or
export the Products and Services or other Motorola Materials, or permit any third party to do so.

Ownership of Customer Data. Customer retains all right, title and interest, including intellectual property rights,
if any, in and to Customer Data. Motorola acquires no rights to Customer Data except those rights granted
under this Agreement including the right to Process (as defined in the DPA) and use the Customer Data as set
forth in the DPA.

Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create any confidentiality
obligation for Motorola, even if designated as confidential by Customer. Motorola may use, reproduce, license,
and otherwise distribute and exploit the Feedback without any obligation or payment to Customer or Authorized
Users and Customer represents and warrants that it has obtained all necessary rights and consents to grant
Motorola the foregoing rights.

Improvements; Products and Services. The Parties agree that, notwithstanding any provision of this Agreement
to the contrary, all fixes, modifications and improvements to the Services or Products conceived of or made by
or on behalf of Motorola that are based either in whole or in part on the Feedback, Customer Data, or Service
Use Data (or otherwise) are the exclusive property of Motorola and all right, title and interest in and to such
fixes, modifications or improvements will vest solely in Motorola. Customer agrees to execute any written
documents necessary to assign any intellectual property or other rights it may have in such fixes, modifications
or improvements to Motorola.

Acceptance

Communications System Acceptance. Unless further defined in the applicable Proposal or Statement of Work,
System Acceptance for a Communications System occurs upon successful completion of Acceptance Tests as
detailed in the Acceptance Test Plan. Motorola will provide ten days’ notice before testing begins, and upon
successful completion, both parties will sign an acceptance certificate. If the plan includes tests for subsystems
or phases, acceptance occurs upon successful completion of those tests and separate certificates will be
issued. If Customer believes the system has failed, they must provide a detailed written notice within thirty days;
otherwise, System Acceptance is deemed to have occurred. Minor, non-material issues will not delay
acceptance but will be addressed per a mutually agreed schedule. Customer use of the system before System
Acceptance requires Motorola's written authorization and transfers responsibility for system operation to the
Customer. Software System Completion is defined by Customer's Beneficial Use of each Product within the
system, with Beneficial Use deemed to occur thirty days after functional demonstration if not otherwise defined
in the Proposal.

Force Majeure; Delays Caused by Customer.

Force Majeure. Except for Customer’s payment obligations hereunder, neither Party will be responsible for
nonperformance or delayed performance due to events outside of its reasonable control. If performance will be
significantly delayed, the affected Party will provide notice to the other Party, and the Parties will agree (in
writing) upon a reasonable extension to any applicable performance schedule.

Delays Caused by Customer. Motorola’s performance of the Products will be excused for delays caused by
Customer or its Authorized Users or subcontractors, or by failure of any assumptions set forth in this Agreement
(including in any Addendum or Proposal). In the event of a delay under this Section 13.2 — Delays Caused by
Customer, (a) Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in
writing) upon a reasonable extension to any applicable performance schedule, and (c) Customer will
compensate Motorola for its out-of-pocket costs incurred due to the delay (including those incurred by
Motorola’s affiliates, vendors, and subcontractors).

Disputes. The Parties will use the following procedure to resolve any disputes relating to or arising out of
this Agreement (each, a “Dispute”):

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14.1.
L

14.2.

14.3.

15.

15.1.

15.2.

15.3.

'

Governing Law. All matters relating to or arising out of the Agreement are governed by the laws of the State of
Illinois, unless Customer is the United States Government (or an agency thereof) or a state government or state
agency or local municipality within the United States, in which case all matters relating to or arising out of the
Agreement will be governed by the laws of the State in which the Products and Services are provided. The
terms of the U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer
Information Transactions Act will not apply.

Negotiation; Mediation. The Parties will attempt to timely resolve the Dispute promptly through good faith
negotiations. Either Party may initiate dispute resolution procedures by sending a notice of Dispute (“Notice of
Dispute”) to the other Party. The Parties will choose an independent mediator within thirty (30) days of such
Notice of Mediation. Neither Party may unreasonably withhold consent to the selection of a mediator, but if the
Parties are unable to agree upon a mediator, either Party may request that the American Arbitration Association
nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the
mediator equally. Unless otherwise agreed in writing, all in person meetings under this Section 14.2 —
Negotiation; Mediation will take place in Chicago, Illinois, and all communication relating to the Dispute
resolution will be maintained in strict confidence by the Parties. Notwithstanding the foregoing, any Dispute
arising from or relating to Motorola's intellectual property rights must be decided by a court of competent
jurisdiction, in accordance with Section 14.3 — Litigation, Venue, Jurisdiction below.

Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within sixty (60) days from the
Notice of Mediation, either Party may submit the Dispute exclusively to a court in Cook County, Illinois, or in the
case the Customer is the United States, a state agency, or local municipality, then the appropriate court in the
State in which the Products and Services are provided. Each Party expressly consents to the exclusive
jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any mediation.

General.

Compliance with Laws. Each Party will comply with applicable laws in connection with the performance of its
obligations under this Agreement, including that Customer will ensure its and its Authorized Users’ use of the
Products complies with law (including privacy laws), and Customer will obtain any FCC, FAA, and other licenses
or authorizations (including licenses or authorizations required by foreign regulatory bodies) required for its and
its Authorized Users’ use of the Products. Motorola may, at its discretion, cease providing or otherwise modify
Products (or any terms related thereto in an Addendum or Proposal), in order to comply with any changes in
applicable law.

Audit; Monitoring. Motorola will have the right to monitor and audit use of the Products, including an audit of
total user licenses credentialed by Customer for any Licensed Software or SaaS Products, which may also
include access by Motorola to Customer Data and Service Use Data. Customer will provide notice of such
monitoring to its Authorized Users and obtain any required consents, including individual end users, and will
cooperate with Motorola in any monitoring or audit. Customer will maintain during the Term, and for two (2)
years thereafter, accurate records relating to any licenses granted under this Agreement to verify compliance
with this Agreement. Motorola or a third party (“Auditor”) may inspect Customer’s and, as applicable, Authorized
Users’ premises, books, and records. Motorola. will pay expenses and costs of the Auditor, unless Customer is
found to be in violation of the terms of the Agreement, in which case Customer will be responsible for such
expenses and costs. In the event Motorola determines that Customer's usage of the Licensed Software or SaaS
Product exceeded the number of licenses purchased by Customer at a given time, Motorola may invoice
Customer for the additional licenses used by Customer, pro-rated for each additional license from the date such
license was activated, and Customer will pay such invoice in accordance with the payment terms in the
Agreement.

Assignment and Subcontracting. Neither Party may assign or otherwise transfer this Agreement without the
prior written approval of the other Party. Motorola may assign or otherwise transfer this Agreement or any of its
rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection with a
merger, acquisition or sale of all or substantially all of its assets, (c) as part of a corporate reorganization, or (d)
to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding upon the Parties and their

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MCC 7500E Dispatch Console Position Add On Project

15.4.

15.5.

15.6.

15.8.

15.9.

15.10.

15.11.

15.12.

respective successors and assigns. Motorola may subcontract any of the work, but subcontracting will not
relieve Motorola of its duties under this Agreement.

Waiver. A delay or omission by either Party to exercise any right under this Agreement will not be construed to
be a waiver of such right. A waiver by either Party of any of the obligations to be performed by the other, or
any breach thereof, will not be construed to be a waiver of any succeeding breach or of any other obligation.
All waivers must be in writing and signed by the Party waiving its rights.

Severability. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal,
or otherwise unenforceable, such provision will be deemed to be modified to reflect as nearly as possible the
original intentions of the Parties in accordance with applicable law. The remaining provisions of this Agreement
will not be affected, and each such provision will be valid and enforceable to the full extent permitted by
applicable law.

Independent Contractors. Each Party will perform its duties under this Agreement as an independent contractor.
The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in
this Agreement will be interpreted as granting either Party the right or authority to make commitments of any
kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership,
or formal business organization of any kind.

Third-Party Beneficiaries. The Agreement is entered into solely between, and may be enforced only by, the
Parties. Each Party intends that the Agreement will not benefit, or create any right or cause of action in or on
behalf of, any entity other than the Parties. Notwithstanding the foregoing, a licensor or supplier of third-party
software included in the software Products will be a direct and intended third-party beneficiary of this
Agreement.

Interpretation. The section headings in this Agreement are included only for convenience The words “including”
and “include” will be deemed to be followed by the phrase “without limitation”. This Agreement will be fairly
interpreted in accordance with its terms and conditions and not for or against either Party.

Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and
either personally delivered or sent to the address provided by the other Party by certified mail, return receipt
requested and postage prepaid (or by a recognized courier service, such as FedEx, UPS, or DHL), and will be
effective upon receipt.

Cumulative Remedies: Except as specifically stated in this Agreement, all remedies provided for in this
Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party
at law, in equity, by contract, or otherwise. Except as specifically stated in this Agreement, the election by a
Party of any remedy provided for in this Agreement or otherwise available to such Party will not preclude such
Party from pursuing any other remedies available to such Party at law, in equity, by contract, or otherwise.

Survival. The following provisions will survive the expiration or termination of this Agreement for any reason:
Section 3.5 — Customer Obligations; Section 4.6 — Effect of Termination or Expiration; Section 5— Payment and
Invoicing; Section 7.9 — Warranty Disclaimer; Section 7.10 - Additional Warranty Exclusions; Section 8.3 —
Customer Indemnity; Section 9 — Limitation of Liability, Section 10 — Confidentiality; Section 11 — Proprietary
Rights; Data; Feedback; Section 13 — Force Majeure; Delays Caused by Customer; Section 14 — Disputes; and
Section 15 — General.

Entire Agreement. This Agreement, including all Addenda, and Proposals, constitutes the entire agreement of
the Parties regarding the subject matter hereto, and supersedes all previous agreements, proposals, and
understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in
multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a single
document. The Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy,
or computer image of a signature, will be treated, and will have the same effect as an original signature, and
will have the same effect, as an original signed copy of this document. This Agreement may be amended or
modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms

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/ and conditions found on any Customer purchase order, acknowledgment, or other form will not be considered
C an amendment or modification or part of this Agreement, even if a representative of each Party signs such
document.

The Parties hereby enter into this MCA as of the Effective Date.

Motorola Solutions, Inc. Customer:
By: By:
Name: Name:
Title: Title:
Date: Date:
oe
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Exhibit A

PAYMENT

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% of the Contract Price due upon contract execution (due upon effective date);
2. 50% of the Contract Price due upon Final Acceptance.

if Subscribers are purchased, 100% of the Subscriber Contract Price will be invoiced upon shipment (as
shipped).

Motorola shall make partial shipments of equipment and will request payment upon shipment of such equipment.
In addition, Motorola shall invoice for installations completed on a site-by-site basis or when professional services
are completed, 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. Overdue invoices
will bear simple interest at the maximum allowable rate by siate law.

For Lifecycle Support Plan and Subscription Based Services:
Motorola will invoice Customer annually in advance of each year of the plan.

Due to significant market and tariff volatility, as well as fluctuations in the cost of energy and raw materials
including, but not limited to, steel, copper, finished wood, and concrete, Motorola Solutions reserves the right to
equitably adjust the contract price, completion schedule, and/or contract requirements. Additionally, Motorola
Solutions reserves the right to apply a fuel surcharge to quoted freight rates based on the prevailing diesel cost at
the time of shipment.

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[2025-69 Dispatch Motorola Services.pdf]
CITY OF NORTH OLMSTED 
ORDINANCE NO. 2025 - 69 
 
By: Mayor Jones  
 
AN ORDINANCE AUTHORIZING THE MAYOR TO PURCHASE ONE (1) 
MOTOROLA MCC 7500E DISPATCH CONSOLE POSITION DESK TO ADD 
TO THE EXISTING DISPATCH CONSOLE CONFIGURATION, AT A COST 
OF $116,688.00 THROUGH THE STATE PURCHASE PROGRAM AND 
FURTHER AUTHORIZING THE MAYOR TO EXECUTE ALL CONTRACT 
DOCUMENTS AND DECLARING AN EMERGENCY. 
 
 
WHEREAS, the North Olmsted Dispatch Center currently provides dispatch services for 
North Olmsted Police and Fire, Olmsted Township, Olmsted Falls Police and Fire Departments 
and the Fairview Park Police Department.  North Olmsted Dispatch currently operates four (4) 
dispatch desks to accomplish this mission; and 
 
 
WHEREAS, North Olmsted is entering into a contract to dispatch for the City of Berea 
Police and Fire Departments in Q4 2025.  Providing additional dispatching services will require 
adding a fifth (5th) desk.  This fifth desk requires the purchase and installation of a Motorola 
MCC 7500E dispatch console position; and  
 
 
WHEREAS, the Motorola MCC 7500E Dispatch Console Position is priced at State 
Contract Pricing #573077-0 and it includes the radio hardware, software, and all programming 
and installation to be fully compliant and operational on the State of Ohio MARCS Radio 
Network; and 
 
 
WHEREAS, it is the desire of this Council to authorize the Mayor to purchase one (1) 
Motorola MCC 7500E dispatch console at a cost of $116,688.00; this price includes the cost of 
the Motorola MCC 7500E dispatch console position ($94,639.00), LifeCycle Services for year 2 
($10,850.00), and LifeCycle Services for year 3 ($11,199.00). 
 
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF 
NORTH OLMSTED, COUNTY OF CUYAHOGA, AND STATE OF OHIO: 
 
SECTION 1: That the Mayor be and she is hereby authorized to enter into an Agreement 
with Motorola Solutions, Inc., through the State Purchasing Program, which was established by 
O.R.C. Section 125.04, and which the City is authorized to participate in pursuant to the City 
Charter and Resolution No. 87-6, to purchase one (1) Motorola model MCC7500E dispatch 
console, as detailed by the Agreement attached as Exhibit A, at a cost of $116,688.00.  Said 
Agreement shall be in the form and substance as attached as Exhibit A, with only such changes 
in form and substance that are not substantially adverse to the City and which are approved by 
the Director of Law. The character of the Agreement as not being substantially adverse to the 
City shall be evidenced conclusively by the execution of the agreement by the Mayor and the 
approval of the contract by the Director of Law.

2 
SECTION 2: That this Ordinance is hereby declared to be an emergency measure 
immediately necessary for the preservation of the public health, safety and welfare, and further 
for the reason that it is necessary that this Ordinance go into effect immediately to ensure timely 
delivery and installation of equipment to add the City of Berea to our regional dispatch center by 
December 2025; and further provided it receives the affirmative vote of two-thirds of all 
members of Council, it shall take effect and be in force immediately upon its passage and 
approval by the Mayor. 
 
PASSED: ________________________ 
 
First Reading:    _______________ 
Second Reading: _______________ 
Third Reading:   _______________ 
Committee:  __________________ 
ATTEST: 
 
_______________________________ 
 
__________________________ 
BEATRICE TAYLOR  
 
 
 
LOUIS J. BROSSARD  
Clerk of Council 
 
 
 
 
President of Council 
 
APPROVED: _____________________ 
 
APPROVED AS TO LEGAL FORM:  
 
_______________________________ 
 
/s/ Michael R. Gareau, Jr.     ______ 
MAYOR NICOLE DAILEY JONES   
 
MICHAEL R. GAREAU, JR. 
Director of Law