Search

excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events.

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

Section 6. TIME AND PLACE OF SERVICE
Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location,

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

Section 7. CUSTOIMER CONTACT
Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available

twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to
maintain contact, as needed, with Motorola.

Section 8. PAYMENT
Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment

period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days
of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other
taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and

franchise taxes of Motorola) by any governmental entity.

Section 9. WARRANTY
Motorola warrants that its Services under this Agreement will be free of defects In materials and workmanship for a period of

ninety (90) days from the date the performance of the Services are cornpleled. In the event of a breach of this warranty,
Customer's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis,
the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR

PURPOSE.

Section 10. DEFAULT/TERMINATION

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

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

Section 11. LIMITATION OF LIABILITY

Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict
liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve
(12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY
OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTORCLA WILL NOT BE LIABLE FOR ANY COMMERCIAL
LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER
SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM

THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No
action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more
than one (1) year after the accrual of the cause of action, except for money due upon an open account. This limitation of
liabitity will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision.

Section 1Z. EXCLUSIVE TERMS AND CONDITIONS

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

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

Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY: INTELLECTUAL PROPERTY RIGHTS

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

termination of this Agreement.

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

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

Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS

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

governmental matters.

Section 15. COVENANT NOT TO EMPLOY

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

Section 16. MATERIALS, TGOLS AND EQUIPMENT

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

Motorola at any time without restriction.

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

effect.

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

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

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

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

17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any atiempted
assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola
may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In
addition, in the event Motorola separates one or more of its businesses (each a “Separated Business”), whether by way of a
sale, establishment of a joint venture, spin-off or otherwise (each a “Separation Event"), Motorola may, without the prior
written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to
benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the

Separation Event.

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

Services to reflect its current rates.

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

17.9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the
Agreement. The parties may execute this Agreement in writing, or by electronic signature, and any such electronic signature
shall have the same legal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. In
addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as
and shall have the same effect as an original signed copy of this document.

Revised Oct 15, 2015

February 2016

sat) MOTOROLA ASTRO Security Update Service Statement of Work

Revision History

Change log
‘Version |Date [Author =——“<i«éi‘~™ ‘CS escrripptiorn = SSCS
2.0 10/24/2014 Billy VanCannon Release
2.1 04/15/2015 Michael Palmer Service team updates
2.2 05/26/2015 Michael! Palmer Removed IAVM reference
2.3 2/15/2016 Gedi Jomantas Scope adjustment

““" This document can be combined with other similar Statements of Work to form a
complete Service offering to the Customer. *******

Appraved by Motorola Solutions LGA&C 9/18/2014 - = Motorola 2017
Page 2of5

ASTRO Security Update Service Statement of Work

FMIOTOROLA

Security Update Service Overview

To verify compatibility with your ASTRO system, Motorola's Security Update Service (SUS)
provides pre-tesied 3” party software (SW) security updates.

This service was formerly called Pre-tested Software Subscription (PTSS). Additionally, SUS
Platinum has been eliminated. The additional SUS Platinum features have been merged into
this one SUS offering.

This Statement of Work (“SOW"} is subject to the terms and conditions of Motoroia’s
Professional Services Agreement, Service Agreement or other applicable agreement in effect
between the parties (“Agreement”). Motorola and Customer may be referred to herein
individually as a “Party or together as “Parties”

1.0 Description of Security Upgrade Services

Motorola shall maintain a dedicated vetting lab for each supported ASTRO release for the
purpose of pre-testing security updates. In some cases, when appropriate, Motorola will
make the updates available to outside vendors, allow them to test, and then incorporate
those results into this offering. Depending on the specific ASTRO release and customer
options, these may include updates to antivirus definitions, OEM vendor supported Windows
Workstation and Server, Solaris and Red Hat Linux (RHEL) operating system patches,
VMware ESXi Hypervisor patches, Oracle database patches, PostgreSQL patches, and
patches for other 3% party Windows applications such as Adobe Acrobat and Flash.

Motorola has no control over the schedule of releases. The scheduie for the releases of
updates is determined by the Original Equipment Manufacturers (OEMs), without consultation
with Motorola, Antivirus definitions are released every week. Microsoft patches are released
on a monthly basis. Motorola obtains and tests these updates as they are released. Other
products have different schedules or are released “as-required.” Motorola will obtain and test
these updates on a quarterly basis.

Once tested, Motorola will post the updates to a secured extranet website and send an email
notification to the customer. If there are any recommend configuration changes, warnings, or
workarounds, Motorola will provide detailed documentation along with the updates on the
website. Motorola will also provide labels on the extranet site that can be printed and appiied
to DVD's. The customer will be responsible for the download and deployment of these
updates to their ASTRO System.

Approved by Motorola Solutions LGA&C 9/13/2014 <o Motorola 2017

Page 30/5

oe | MOTOROLA ASTRO Security Update Service Statement of Wort

2.0 Scope

Security Update Service supports the currently shipping Motorola ASTRO System Release
(SR) and strives to support 5 releases prior. Motorola reserves the right to adjust which
releases are supporied as business conditions dictate. Contact your Customer Service
Manager for the latest supported releases.

SUS is available for any L or M core system in a supported release. SUS is also available for
K cores but only for Windows PC’s such as MCC 7500 consoles.

Systems that have non-standard configurations that have not been certified by Motorola
Systems Integration and Testing (SIT) are specifically excluded from this Service unless
otherwise agreed in writing by Motorola. Service does not include pre-tested intrusion
detection system (IDS) updates for IDS solutions. Certain consoles, MOTOBRIDGE,
MARVLIS, Symbol Equipment, AirDefense Equipment, AVL, and Radio Site Security
products are also excluded. Motorola will determine, in its sole discretion, the third party
software that is supported as a part of this offering.

3.0 Motcrola has the following responsibilities:

3.1 Obtain relevant 3" party SW security updates as made available and supported
from the OEM's. This includes antivirus definition updates, OEM vendor
available/supported operating systems patches, hypervisor patches, database
patches, and selected other 3 party patches that Motorola deployed in ASTRO
system releases covered by this SUS. Motorola does not control when these
updates are released, but current release schedules are listed for reference:

McAfee Antivirus definitions— Weekly
Microsoft PC and Server OS patches — Monthly
Solaris, RHEL OS, VMware hypervisor patches — Quarterly

3.2 Each assessment will consist of no less than 36 hours of examination time io
evaluate the impact each update has on the system.

3.3 Testing of updates fo verify whether they degrade or compromise system
functionality on a dedicated ASTRO test system with standard supported
configurations.

3.4 Address any issues identified during testing to support functionality by working
with Motorola selected commercial supplier and/or Motorola product development
engineering team. If a solution for the identified issues cannot be found, the patch
will not be posted on Motcrola’s site.

3.5 Pre-test STIG recommended remediation when applicable.
3.6 Release all tested updates to Motorola's secure extranet site.

3.7 Include documentation for installation, recommended configuration changes, and
identified issues and remediation for each update release.

3.8 Include printable labels for customers who download the updates to CD's.

3.9 Notify customer of update releases by email.

Approved by Motorola Solutions LGA&C 9/18/2014 Motorola 2017
Page 4o0f5

ASTRO Security Update Service Statement of Wark

3.10 A supported SUS ASTRO release matrix will be kept on the extranet site for
reference.

4.0 The Customer has the following responsibilities:

4.1 Provide Motorola with pre-defined information prior to contract start date
necessary to complete a Customer Support Plan (CSP).

4.2 Submit changes in any information supplied in the Customer Support Plan (CSP)
tc the Customer Support Manager (CSM).

4.3 Provide means for accessing pre-tested files (Access to the extranet website).

4.4 Deploy pre-tested files io the customer system as instructed in the “Read Me” text
provided.

4.5 implement recommended remediation(s) on customer system, as determined
necessary by customer.

4.8 Upgrade system to a supported system release as necessary to continue service.

4.7 Adhere closely to the System Support Center (SSC) troubleshooting guidelines
provided upon system acquisition. A failure to follow SSC guidelines may cause
the customer and Motorola unnecessary or overly burdensome remediation
efforts. In such case, Motorola reserves the right to charge an additional service
fee for the remediation effort.

4.8 Comply with the terms of the applicable license agreement between the customer
and the non-Motorola software copyright owner.

§.@ Disclaimer:
Motorola disclaims any and all warranties with respect to pre-tested antivirus definitions,

database security updates, hypervisor patches, operating system software patches, intrusion

detection sensor signature files, or other 3” party files, express or implied. Further, Motorola
disclaims any warranty concerning the non-Motorola software and does not guarantee that

customer's system will be error-free or immune to security breaches as a result of these
services.

Approved by Motorola Solutions LGA&C 9/18/2014

© Motorola 2017
Page 50f §

September 2013

Technical Support Overview

Motorola’s Technical Support service provides telephone consultation for technica! issues
that require a high level of ASTRO network expertise and troubleshcoting capabilities.
Remote Technical Support is delivered through the Motoroia System Support Center (SSC)
by a staff of technical support specialists skilled in diagnosis and swift resolution of
infrastructure performance and operational issues. Technical Support provides access to a
solutions database, as well as access to in house test labs and additional Motorola technical

resources

Motorola applies industry best practices in recording, monitoring, escalating and reporting for
Technical Support calls from its contracted customers, reflecting the importance of
maintaining mission critical sysierns.

The terms and conditions of this Statement of Work (SOW) are an integral part of Motorcla’s
Service Agreement or other applicable agreement to which it is attached and made a part
thereof by this reference.

1.0 Description of Technical Support Services

Motorola's System Support Center (SSC) will provide technical support to assist the
customer's technical resources of the Motorola's currently supported infrastructure. This team
of highly skilled professionals is available to the customer as an integrated part of the support
and technical issue resolution process. The SSC remotely supports the customer and works
with but not limited to fault diagnostics tools, simulation networks and fault database search

engines.

The Technical Support Operations is available 24 hours a day; 7 days per week to support
technical requests (see severity level response time commitments). Calls requiring incidents,
problems, or service requests will be logged in Motorola’s issue management system. This
ensures that technical issues are prioritized, updated, tracked and escalated as necessary,
until resolution. The Technical Support Operations shall assign the priority level as in
accordance with the agreed Severity Level Definitions stated in this document.

Motorola will track the progress of each case from initial logging to resolution. Motorola will
ensure that the customer is advised of the case progress and informed of tasks that require
further investigation and assistance from the customer's technical resources

The provision of this service requires that the customer provides a suitably trained technical
resource that delivers maintenance and support to the system, and who is familiar with the
operation of that system. Motorola provides technical consultants to support the local
resource in the timely closure of infrastructure, performance and operational issues.

1.1 Scope

Technical Support service is available 24 hours a day, 7 days a week based on Severity
Level Definitions.

1.2 Geographic Availability

Technical Support is available to any customer regardless of their geographic location and
timeframes are based on the customer's local time zone.

Appraved by Motorola Contracts and Compliance September 2013 < Motorola 2013
Page 3 of 7