Motorola Solutions, Inc. Information Sheet.docx

Motorola Solutions, Inc.

Wisconsin Contract No. 505ENT-O24-SAFETYVIDEOSYSTEM-02 NASPO Master Agreement (MA) No. OK-MA-145-21-500

CONTRACT DETAILS

· 2 Vehicle Mounted Video and Recording Devices

· 3 Automated License Plate Readers and Recording Devices

· 4 Interview/Interrogation Room Video Recording

· 5 Video Storage, Data Security and Peripherals

· NASPO Price List: Motorola Solutions, Inc. Pricing Quote requests and purchase orders must reference Contract 505ENT-O24-SAFETYVIDEOSYSTEM-02

Hannah Karr

(925) 848-1676 Hannah.Karr@motorolasolutions.com

STAR Supplier ID: 0000008374 STAR Contract #: 505ENT-O24-SAFETYVIDEO-02

CONTRACT DETAILS

Participating Addendum

Master Agreement

Pricing and Discounts

Each Purchasing Entity is allowed to negotiate for better pricing on quotes.

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Motorola_Solutions_Inc._-_Wisconsin_PA.pdf

Version 2023.06.15

Participating Addendum Number

505ENT-O24-SAFETYVIDEOSYSTEM-02

for

PUBLIC SAFETY VIDEO SYSTEMS (2023-2028)

between

THE STATE OF WISCONSIN

and

MOTOROLA SOLUTIONS, INC.

This Participating Addendum is entered into by the State of Wisconsin (“Participating Entity”) and the following Contractor (each a “Party” and collectively the “Parties”) for the purpose of participating in NASPO ValuePoint Master Agreement Number OK-MA-145-21-200, executed by Contractor and the State of Oklahoma (“Lead State”) for Public Safety Video Systems (2023-2028) (“Master Agreement”):

Motorola Solutions, Inc.(“Contractor”) 500 W. Monroe St Chicago, IL 60661

I. PARTICIPATING ADDENDUM CONTACTS.

Contractor’s contact for this Participating Addendum is:

Hannah Karr Hannah.karr@motorolasolutions.com

(925) 848-1676

Participating Entity’s contact for this Participating Addendum is:

Laura Bergum Procurement Specialist Sr.

Laura.bergum@wisconsin.gov

(608) 267-6922

II. TERM. This Participating Addendum is effective as of the date of the last signature below, and will terminate upon termination of the Master Agreement, as amended, unless the Participating Addendum is terminated sooner in accordance with the terms set forth herein.

III. PARTICIPATION AND USAGE. This Participating Addendum may be used by all state agencies, institutions of higher education, cities, counties, districts, and other political subdivisions of the state, and other entities authorized to use statewide contracts in the State of Wisconsin. Issues of interpretation and eligibility for participation are solely within the authority of the State Chief Procurement Official.

Wisconsin Statutes (s. 16.73, Wis. Stats.) establish authority to allow Wisconsin municipalities to purchase from state contracts. A "municipality" is defined as any county, city, village, town, school district, board of school directors, sewer district, drainage district, vocational, technical, and adult education district, or any other public body having the authority to award public contracts (s. 16.70(8), Wis. Stats.). Federally recognized Indian tribes and bands in this state may participate in cooperative purchasing with the state or any municipality under ss. 66.0301(1) and (2), Wis. Stats.

IV. GOVERNING LAW. The construction and effect of this Participating Addendum and any Orders placed hereunder will be governed by, and construed in accordance with Participating Entity’s laws.

V. SCOPE. Except as otherwise stated herein, this Participating Addendum incorporates the scope, pricing, terms, and conditions of the Master Agreement and the rights and obligations set forth therein as applied to Contractor and Participating Entity and Purchasing Entities.

a. Products. All products available through the Master Agreement may be offered and sold by Contractor to Purchasing Entities.

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Participating Addendum Number 505ENT-O24-SAFETYVIDEOSYSTEM-02 For Public Safety Video Systems (2023-2028) Between The State of Wisconsin and Motorola Solutions, Inc.

b. Services. All services available through the Master Agreement may be offered and sold by Contractor to Purchasing Entities.

c. Contractor Partners. All subcontractors, dealers, distributors, resellers, and other partners identified on Contractor’s NASPO ValuePoint webpage as authorized to provide Products and Services to Participating Entity may provide Products and Services to users of this Participating Addendum.

Contractor will ensure that the participation of Contractor’s subcontractors, dealers, distributors, resellers, and other partners is in accordance with the terms and conditions set forth in the Master Agreement and in this Participating Addendum.

Any amendment to the Master Agreement shall be deemed incorporated into this Participating Addendum unless the amendment is rejected by Participating Entity in writing to Contractor within ten (10) calendar days of the amendment’s effective date and is documented thereafter via written amendment hereto. Participating Entity must be notified of amendments up to 48 hours following effective date.

Any conflict between this Participating Addendum and the Master Agreement will be resolved in favor of the Participating Addendum. The terms of this Participating Addendum, including those modifying or adding to the terms of the Master Agreement, apply only to the Parties and shall have no effect on Contractor’s participating addenda with other participating entities or Contractor’s Master Agreement with the Lead State.

VI. ORDERS. Purchasing Entities may place orders under this Participating Addendum by referencing the Participating Addendum Number on an Order. Each Order placed under this Participating Addendum is subject to the pricing and terms set forth herein and in the Master Agreement, including applicable discounts, reporting requirements, and payment of administrative fees to NASPO ValuePoint and Participating Entity, if applicable.

VII. PARTICIPATING ENTITY REPORTING REQUIREMENTS AND ADMINISTRATIVE FEE. See Exhibit B – Quarterly Activity Report

VIII. FEDERAL FUNDING REQUIREMENTS. Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. When applicable, a Purchasing Entity will identify in the Order any alternative or additional requirements related to the use of federal funds. By accepting the Order, Contractor agrees to comply with the requirements set forth therein.

IX. INFORMATION TECHNOLOGY STANDARDS. See Exhibit A - State of Wisconsin Additional Standard Terms and Conditions, Section 46 Executive Order 184.

X. ATTACHMENTS. This Participating Addendum includes the following attachments:

a. Exhibit A – State of Wisconsin Additional Standard Terms and Conditions

b. Exhibit B – Quarterly Activity Report

c. Exhibit C – DOA-3333 Vendor Agreement Cooperative

XI. NOTICE. Any notice required herein shall be sent to the following:

For Contractor:

Hannah Karr Hannah.karr@motorolasolutions.com (925)848-1676

For Participating Entity:

Laura Bergum Procurement Specialist Sr.

Laura.bergum@wisconsin.gov

(608) 267-6922

XII. SUBMISSION OF PARTICIPATING ADDENDUM TO NASPO VALUEPOINT. Upon execution, Contractor shall promptly email a copy of this Participating Addendum and any amendments hereto to NASPO

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Participating Addendum Number 505ENT-O24-SAFETYVIDEOSYSTEM-02 For Public Safety Video Systems (2023-2028) Between The State of Wisconsin and Motorola Solutions, Inc.

ValuePoint at pa@naspovaluepoint.org. The Parties acknowledge and agree that the Participating Addendum, as amended, may be published on the NASPO ValuePoint website.

SIGNATURE

The undersigned for each Party represents and warrants that this Participating Addendum is a valid and legal agreement binding on the Party and enforceable in accordance with the Participating Addendum’s terms and that the undersigned is duly authorized and has legal capacity to execute and deliver this Participating Addendum and bind the Party hereto.

IN WITNESS WHEREOF, the Parties have executed this Participating Addendum.

CONTRACTOR: PARTICIPATING ENTITY:

Signature Signature

Printed Name Printed Name

Title Title

Date Date

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TVP, MSSSI

7/1/2025 | 8:30 PM CDT

Norberto Colon

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Bureau Director

Cheryl Edgington

7/3/2025 | 8:10 AM CDT

mailto:pa@naspovaluepoint.org

2025-07-03T06:16:55-0700

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Motorola_Solutions,_Inc._Exhibit_A_-_Additional_Terms_and_Conditions_.pdf

PARTICIPATING ADDENDUM

NASPO ValuePoint Public Safety Video Systems OK-MA-145-21-500

Lead by the State of Oklahoma (hereinafter "Lead State")

EXHIBIT A –MOTOROLA SOLUTIONS, INC.

Participating Entity Contract #505ENT-O24-SAFETYVIDE0SYSTEM-02

STATE OF WISCONSIN ADDITIONAL TERMS AND CONDITIONS

1 DEFINITIONS. Words and terms shall be given their ordinary and usual meanings. Unless negotiated otherwise by the parties or contained in the Master Agreement, where capitalized, the following words and terms shall have the meanings indicated. The meanings shall be applicable to the singular, plural, masculine, feminine and neuter of the words and terms. All terms used and not defined herein shall have the meaning given within the Master Agreement.

“Agency” or “State Agency” means an office, department, agency, institution of higher education, association, society or other body in the State of Wisconsin government created or authorized to be created by the State Constitution or any law, which is entitled to expend moneys appropriated by law, including the legislature and the courts, but not including an authority, as defined in Wis. Stat. s. 16.70(2).

“Business Day” means any day on which the Contracting Agency is open for business.

“Confidential Information” is defined in the Master Agreement.

“Personally Identifiable Information” Intentionally omitted.

“Proprietary Information” Intentionally omitted.

“Properly-submitted Invoice” is one that is submitted in accordance with instructions contained on the State’s Purchase Order, includes a reference to the proper Purchase Order number, and is submitted to the proper address for processing.

“Purchase Order” means the State’s standard document of a purchase of Goods or Services.

“State” means the State of Wisconsin.

“Subcontract” means an agreement, written or oral, between the Contractor and any other party to fulfill the requirements and performance obligations of this Contract.

“Subcontractor” means an entity that enters into a Subcontract, with the Contractor for the purpose of delivering Goods or rendering Services to the State.

2 APPLICABLE LAW. This Contract shall be governed by the laws of the State of Wisconsin.

Venue for any action brought under this Contract shall lie in Madison, Dane County, Wisconsin.

3 TERM. The Term of this Participating Addendum will be effective upon the date of the final execution by the Participating Entity and coterminous with the Lead States Master Agreement term unless otherwise cancelled or terminated as set forth in this Participating Addendum by the Participating Entity.

4 VENDOR AGREEMENT FORM. The Contractor must sign the State of Wisconsin Vendor Agreement, Wisconsin’s Cooperative Purchasing Service form (DOA-3333) (Exhibit E to this PA)

Docusign Envelope ID: 356ADC1F-87C7-4018-884D-8FC51D965604Docusign Envelope ID: AE9326EC-546F-4501-BBAB-DF18D82D78AA to allow entities, as defined on the DOA-3333 form, to purchase through this Participating Addendum. Contractor is responsible for verifying all sales under this Participating Addendum are to Purchasing Entities authorized by this Participating Addendum.

5 TERMINATION.

In addition to the Master Agreement:

5.1. Pursuant to s. 77.66, Wis. Stats., the Participating State reserves the right to terminate this

Contract if the Contractor fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax.

5.2. Incurs a delinquent Wisconsin tax Liability

5.3. Pursuant to s. 16.75(3), Wis. Stats., the Participating State reserves the right to terminate any contract in whole or in part without penalty due to nonappropriation of funds.

5.4. The Participating State reserves the right to terminate this Participating Addendum if the

Contractor fails to submit a non-discrimination or affirmative action plan or fails to follow the non-discrimination or affirmative action requirements of subch. II, Chapter 111 of the Wisconsin Statutes (Wisconsin’s Fair Employment Law).

5.5. Becomes a state or federally debarred Contractor.

5.6. In the event of a termination, the State of Wisconsin will pay for any Services provisioned or

Products delivered in accordance with section 26 PROMPT PAYMENT of this Participating Addendum.

6 POST CONTRACT OBLIGATIONS. Intentionally omitted.

7 CONTRACTOR COMPLIANCE AND RESPONSIBILITY FOR ACTIONS.

The Contractor shall be responsible for its actions and those of its agents, employees, or Subcontractors. Neither the Contractor nor any of the foregoing parties has authority to act or speak on behalf of the State.

DELAY AND REMEDY. Intentionally omitted.

8 WORK CENTER CRITERIA. Intentionally omitted.

9 NON-APPROPRIATION. Pursuant to s. 16.75(3), The State reserves the right to cancel this Contract in whole or in part without penalty if the Legislature fails to appropriate funds necessary to complete the Contract.

10 CONTRACTOR’S INSURANCE RESPONSIBILITY. Intentionally omitted.

11 NONDISCRIMINATION AND AFFIRMATIVE ACTION. In connection with the performance of work under this contract, the Contractor agrees not to discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability as defined in s. 51.01(5), Wis. Stats., sexual orientation as defined in s.

111.32(13m), Wis. Stats., or national origin. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment

Docusign Envelope ID: 356ADC1F-87C7-4018-884D-8FC51D965604Docusign Envelope ID: AE9326EC-546F-4501-BBAB-DF18D82D78AA advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the contractor further agrees to take affirmative action to ensure equal employment opportunities.

11.1. Contracts estimated to be over fifty thousand dollars ($50,000) require the submission of a written affirmative action plan by the contractor. An exemption occurs from this requirement if the contractor has a workforce of less than fifty (50) employees. Within fifteen (15) working days after the contract is awarded, the contractor must submit the plan to the contracting state agency for approval. Instructions on preparing the plan and technical assistance regarding this clause are available from the contracting state agency.

11.2. The contractor agrees to post in conspicuous places, available for employees and applicants for employment, a notice to be provided by the contracting state agency that sets forth the provisions of the State of Wisconsin's nondiscrimination law.

11.3. Failure to comply with the conditions of this clause may result in the contractor's becoming declared an "ineligible" contractor, termination of the contract, or withholding of payment.

11.4. Pursuant to s. 16.75(10p), Wis. Stats., contractor agrees it is not, and will not for the duration of the contract, engage in a prohibited boycott of the State of Israel as defined in

s. 20.931(1)(b). State agencies and authorities may not execute a contract and reserve the right to terminate an existing contract with a company that is not compliant with this provision. This provision applies to contracts valued $100,000 or over.

11.5. Pursuant to 2019 Wisconsin Executive Order 1, contractor agrees it will hire only on the basis of merit and will not discriminate against any persons performing a contract, subcontract or grant because of military or veteran status, gender identity or expression, marital or familial status, genetic information or political affiliation.

12 STATE PAYMENT OFFSETS FOR CONTRACTOR’S DELINQUENCY. Pursuant to s. 73.12 Wis.

Stats., The State shall offset payments made to the Contractor to the extent allowed by law.

13 CONTRACTOR INDEMNIFICATION. Intentionally omitted.

14 CONFIDENTIAL INFORMATION. Intentionally omitted.

15 INTELLECTUAL PROPERTY INFRINGEMENT AND LABOR STANDARDS. Intentionally omitted.

16 SHIPPING. Intentionally omitted.

17 RISK OF LOSS. Intentionally omitted.

18 IDENTIFICATION. All invoices, packing lists, packages, shipping notices, instruction manuals, and other written documents affecting an order hereunder shall contain the applicable State Purchase Order number. Packing lists shall be enclosed in each and every box or package shipped pursuant to an order, indicating the contents therein. Standard commercial packaging, Docusign Envelope ID: 356ADC1F-87C7-4018-884D-8FC51D965604Docusign Envelope ID: AE9326EC-546F-4501-BBAB-DF18D82D78AA packing and shipping containers shall be used. If requested by the State, all shipping containers shall be legibly marked or labeled on the outside with State Purchase Order number, product description, and quantity, or as otherwise directed by the State.

19 LIENS, CLAIMS AND ENCUMBRANCES. Intentionally omitted.

WARRANTY OF ITEMS OFFERED. Intentionally omitted.

20 RECEIPT OF GOODS. Intentionally omitted.

21 INDEPENDENT CONTRACTOR. Intentionally omitted.

22 STATE EMPLOYEES. Intentionally omitted.

23 ANTITRUST ASSIGNMENT. Intentionally omitted.

24 REFUND OF CREDITS. Within sixty (60) Days of the State’s request, the Contractor shall pay to the State any credits resulting from an order that the State determines cannot be applied to future invoices.

25 OWNERSHIP RIGHTS. Intentionally omitted.

26 PROMPT PAYMENT. The State shall pay the Contractor Properly-submitted Invoices within thirty (30) Days of receipt, provided that the Goods or Services to be provided to the State have been delivered, rendered, or installed, and accepted as specified in the solicitation document or this Contract.

If the State fails to pay a Properly-submitted Invoice within thirty (30) Days of receipt, it shall pay a late payment penalty as provided in §16.528, Wis. Stats. However, if the State declares a good faith dispute in regard to an invoice pursuant to § 16.528 (3)(e), Wis. Stats., it may pay any undisputed portion of said invoice, and will be exempt from the prompt payment requirement for the disputed portion.

27 STATE TAX EXEMPTION. The State is exempt from payment of Wisconsin sales or use tax on all purchases.

28 PROMOTIONAL ADVERTISING AND NEWS RELEASES. Reference to or use of the State of Wisconsin, the Great Seal of the State, the Wisconsin Coat of Arms, any Agency or other subunits of the State government, or any State official or employee, for commercial promotion is strictly prohibited without prior written approval of the State. News releases or release of broadcast e-mails pertaining to this Contract shall not be made without prior written approval of the State.

29 NOTICE AND CHANGE OF CONTACT INFORMATION. Any notice required to be given hereunder shall be deemed to have been given on the date of delivery, by certified mail, return receipt requested and postage prepaid, or recognized courier service, such as FedEx, UPS, or

DHL.

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In the event the Contractor updates contact information, the Contractor shall promptly inform the State of such changes. The State shall not be held responsible for payments on Purchase Orders delayed due to the Contractor’s failure to provide such notice

30 RECORDS, RECORDKEEPING AND RECORD RETENTION. Pursuant to §19.36 (3) of the Wisconsin Statutes, all records of the Contractor that are produced or collected under this Contract are subject to disclosure pursuant to a public records request. The Contractor shall establish and maintain adequate records of all documentation developed or compiled and expenditures incurred under this Contract. All expenditure records shall be kept in accordance with Generally Accepted Accounting Procedures (GAAP). All procedures shall be in accordance with federal, state and local laws or ordinances. The Contractor, following final payment, shall retain all records produced or collected under this Contract for six (6) years.

31 EXAMINATION OF RECORDS. Intentionally omitted.

32 BREACH NOT WAIVER. Intentionally omitted.

33 ASSIGNMENT OF CONTRACT. Intentionally omitted.

34 SEVERABILITY. Intentionally omitted.

35 CONTRACT DISPUTE RESOLUTION. Either Party May initiate dispute resolution by sending a ‘Notice of Dispute’ to either party. Each party shall appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for an adjustment to such provision. No legal action of any kind, except for a legal action arising from a dispute related to Contractor’s intellectual property rights or action seeking of equitable relief in the case of the public’s health, safety or welfare, may begin in regard to the dispute until this dispute resolution procedure has been elevated to the Contractor’s executive who have authority to settle the dispute and the equivalent executive authority within the Contracting Agency, and either of the representatives in good faith concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely.

36 NO GUARANTEE OF QUANTITY. The State may obtain related Goods and Services from other sources during the term of this Contract. The State makes no express or implied warranties whatsoever that any particular quantity or dollar amount of Goods or Services will be procured through this Contract.

37 TERMINATION OF PURCHASE ORDER. Intentionally omitted. .

38 FORCE MAJEURE. Intentionally omitted.

39 TIME IS OF THE ESSENCE. Contractor will make reasonable efforts to ship Goods by estimated shipping date.

40 NO AGENCY RELATIONSHIP. Intentionally omitted.

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41 CONFLICT OF INTEREST: Private corporations and non-profit corporations are bound by ss.

180.0831, 180.1911(1), and 181.0831 Wis. Stats., regarding conflicts of interests by directors in the conduct of State contracts.

42 DISCLOSURE. If a state public official (s. 19.42, Wis. Stats.), a member of a state public official's immediate family, or any organization in which Contractor knows a state public official or a member of the official's immediate family owns or controls a ten percent (10%) interest, is a party to this agreement, and if this agreement involves payment of more than three thousand dollars ($3,000) within a twelve (12) month period, this Agreement is voidable by the state unless appropriate disclosure is made according to s. 19.45(6), Wis. Stats., before signing the Agreement.

Disclosure must be made to the State of Wisconsin Government Accountability Board, 212 East Washington Avenue, Madison, Wisconsin 53703 Telephone 608-266-8005).

State classified and former employees and certain University of Wisconsin faculty/staff are subject to separate disclosure requirements, s. 16.417, Wis. Stats.

43 EMPLOYMENT. Section 16.417, Wis. Stats., prohibits an individual who is a State of Wisconsin employee or who is retained as a Contractor full-time by a State of Wisconsin agency from being retained as a Contractor by the same or another State of Wisconsin agency where the individual receives more than $12,000 as compensation for the individual’s services during the same year.

This prohibition does not apply to individuals who have full-time appointments for less than twelve (12) months during any period of time that is not included in the appointment. It does not include corporations or partnerships.

44 FOREIGN CORPORATION. Pursuant to s. 180.1501, Wis. Stats., and Chapter 180, Wis. Stats., generally regarding foreign corporations, a foreign corporation (any corporation other than a Wisconsin corporation) which becomes a party to this Agreement is required to conform to all the requirements of Chapter 180, Wis. Stats., relating to a foreign corporation and will possess a certificate of authority from the Wisconsin Department of Financial Institutions, unless the corporation is transacting business in interstate commerce or is otherwise exempt from the requirement of obtaining a certificate of authority. Any foreign corporation which desires to apply for a certificate of authority should contact the Department of Financial Institutions, Division of Corporation, P. O. Box 7846, Madison, WI 53707-7846; telephone (608) 261-7577.

45 OTHER DOCUMENTS. The parties to this Contract understand and agree that standard forms or templates may be used for various purposes, including but not limited to, purchase orders, invoices, quotes, ‘Website Terms and/or Conditions’ or ‘click to accept’ agreement(s), some of which may contain boilerplate or standard terms and conditions (“Other Documents”). However, any use of Other Documents are not a part of this Contract and are deemed to be for administrative convenience only and the terms therein are of no effect, have no force of law and do not modify the terms of this Contract.

46 Executive Order 184. Executive Order 184 relating to Cybersecurity and Prohibiting the Use of

Certain Foreign Technologies directs the Department of Administration to take measures to ensure certain prohibited vendors and technologies are not used on State IT networks.

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Accordingly, the following vendors and/or software are prohibited from being provided to any State entity:

• TikTok

• Huawei Technologies

• ZTE Corp

• Hytera Communications Corporation

• Hangzhou Hikvision Digital Technology Company

• Dahua Technology Company

• Tencent Holdings, including but not limited to:

o Tencent QQ o QQ Wallet o WeChat

• Alibaba products, including but not limited to:

o AliPay

• Kaspersky Lab

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1714166528_92087063_Motorola - Master Agreement - OK-MA-145-21-500 - signed.pdf

Master Agreement Number: OK-MA-145-21-500

The State of Oklahoma by and through the Office of Management and Enterprise Services

In conjunction with

And

MOTOROLA SOLUTIONS, INC.

NASPO ValuePoint Master Agreement Award for Public Safety / Law Enforcement Video Products, Services, and Solutions

You are hereby notified that your response to Solicitation OK-MA-145-21, which opened August 18, 2021 is accepted. The following documents, are incorporated herein by reference and constitute the entire Contract between you and the State: 1) A Participating Entity’s Participating Addendum (“PA”); 2) This NASPO ValuePoint Master Agreement Award which includes Exhibit A Terms, Conditions and Exhibit B Service Level Agreement and Exhibit C Price and Cost Proposal; 3) The Request for Proposal; and 4) The Contractors response to the Request for Proposal.

Motorola Solutions, Inc. awarded categories include:

Category 1 – Body Worn Video Cameras and Recording Devices.

Category 2 – Vehicle Mounted Video and Recording Devices.

Category 3 – Automated License Plate Readers and Recording Devices

Category 4 – Interview / Interrogation Room Video and Recording

Category 5 – Video Storage, Data Security, Software and Peripherals

NOW, THEREFORE, in consideration of the foregoing and mutual promises set forth herein, the receipt and sufficiency of which are hereby acknowledged the parties have caused this Contract to be duly executed intending to be bound thereby.

STATE OF OKLAHOMA CONTRACTOR

Office of Management and Enterprise Services

Motorola Solutions, Inc.

By: Amanda Otis By:

Date: Date:

Title: State Purchasing Director

Title:

Nicole Talton (Apr 23, 2024 15:36 CDT) Nicole Talton

Nicole Talton

04/23/2024

Vice President Video Solutions

Amanda L. Otis (Apr 24, 2024 13:35 CDT) Amanda L. Otis

04/24/2024 https://omesofm.na1.documents.adobe.com/verifier?tx=CBJCHBCAABAAheKvpoMvWN1afvOn7zhSdqcN0x3YazCc https://omesofm.na1.documents.adobe.com/verifier?tx=CBJCHBCAABAAheKvpoMvWN1afvOn7zhSdqcN0x3YazCc

*Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor’s behalf and acknowledge that the Lead State is relying on their representations to that effect.

OKLAHOMA AND NASPO VALUEPOINT MASTER

AGREEMENT AWARD

SUMMARY

1. Scope of Work Defined. The goal of this Master Agreement is to provide State(s) requirements for competitive proposals along with value-added solutions which allow State and Local Governments to easily equip their public safety transportation equipment and employees with the best competitive pricing, cutting edge technology, and superior customer services without the need for individual competitive proposals.

With the volatile speed of technology designs, growing demands and unique customizable configurations, these product categories shall remain flexible and may be redefined during the life of this contract.

Note: the following items will not be included in this contract award: Body Armor, LED Light Bars, Public Safety Radios, Radar, and Lidar Equipment. These items are on separate NASPO ValuePoint Master Agreements.

2. Master Agreement Order of Precedence. Any Order placed under this Master Agreement shall consist of the following documents:

(1) Participating Entity’s Participating Addendum (“PA”)

(2) Oklahoma NASPO ValuePoint Master Agreement Award

a. Summary

a. NASPO ValuePoint Master Agreement Terms and Conditions, inclusive of any terms proposed by Contractor and accepted by the Lead State and as modified by the Exhibit F, Negotiated Exceptions to the Solicitation

b. Oklahoma Terms and Conditions as modified by the Exhibit F, Negotiated Exceptions to the Solicitation

c. Service Level Agreement

d. Price and Cost Proposal

(3) A Purchase Order issued against the Master Agreement

(4) The Solicitation as modified by the Exhibit F, Negotiated Exceptions to the

Solicitation

(5) Contractor’s response to the Solicitation, including but not limited to Contractor’s

Terms and Conditions Contained in Response, as revised and accepted by the Lead State.

These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.

3. Except for Exhibit 1: Business Continuity Plan and Disaster Recovery Plan found in the bid of Motorola Solutions, Inc. and information deemed confidential by the State pursuant to applicable law, rule, regulation or policy, the parties agree Contract terms and information are not confidential and are disclosable without further approval of or notice to Supplier.

NASPO ValuePoint Master Agreement Terms and Conditions (v.3.21) 1

ATTACHMENT A

NASPO VALUEPOINT MASTER AGREEMENT TERMS AND CONDITIONS

I. Definitions

1.1 Acceptance means acceptance of goods and services as set forth in Section IX of this Master Agreement.

1.2 Contractor means a party to this Master Agreement, whether a person or entity, that delivers goods or performs services under the terms set forth in this Master Agreement.

1.3 Embedded Software means one or more software applications which permanently reside on a computing device.

1.4 Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.

1.5 Lead State means the State centrally administering any resulting Master Agreement(s) who is a party to this Master Agreement.

1.6 Master Agreement means the underlying agreement executed by and between the Lead State, acting in cooperation with NASPO ValuePoint, and the Contractor, as now or hereafter amended.

1.7 NASPO ValuePoint is a division of the National Association of State Procurement Officials (“NASPO”), a 501(c)(3) limited liability company.

NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports, as well as other contract administration functions as assigned by the Lead State.

1.8 Order or Purchase Order means any purchase order, sales order, contract, or other document used by a Purchasing Entity to order the Products.

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1.9 Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any additional Participating Entity-specific language or other requirements (e.g., ordering procedures specific to the Participating Entity, entity-specific terms and conditions, etc.).

1.10 Participating Entity means a state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states properly authorized to enter into a Participating Addendum, that has executed a Participating Addendum.

1.11 Participating State means a state that has executed a Participating Addendum or has indicated an intent to execute a Participating Addendum.

1.12 Product or Products and Services means any equipment, software (including embedded software), documentation, service, or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Product includes goods and services.

1.13 Purchasing Entity means a state (as well as the District of Columbia and US territories), city, county, district, other political subdivision of a State, or a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.

II. Term of Master Agreement

2.1 Initial Term. The initial term of this Master Agreement is for two (2) years.

The term of this Master Agreement may be amended beyond the initial term for three (3) additional years at the Lead State’s discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance.

2.2 Amendment Limitations. The terms of this Master Agreement will not be waived, altered, modified, supplemented, or amended in any manner whatsoever without prior written agreement of the Lead State and Contractor.

2.3 Amendment Term. The term of the Master Agreement may be amended past the initial term and stated renewal periods for a reasonable period if in the judgment of the Lead State a follow-on competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection will not be deemed to limit the authority of a Lead State under its state law to otherwise negotiate contract extensions.

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III. Order of Precedence

3.1 Order. Any Order placed under this Master Agreement will consist of the following documents:

3.1.1 A Participating Entity’s Participating Addendum (“PA”).

3.1.2 NASPO ValuePoint Master Agreement, including all attachments thereto.

3.1.3 A Purchase Order or Scope of Work/Specifications issued against the Master Agreement.

3.1.4 The Solicitation or, if separately executed after award, the Lead

State’s bilateral agreement that integrates applicable provisions.

3.1.5 Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the Lead State.

3.2 Conflict. These documents will be read to be consistent and complementary. Any conflict among these documents will be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.

3.3 Participating Addenda. Participating Addenda will not be construed to dimmish, modify, or otherwise derogate any provisions in this Master Agreement between the Lead State and Contractor. Participating Addenda will not include a term of agreement that exceeds the term of the Master Agreement.

IV. Participants and Scope

4.1 Requirement for a Participating Addendum. Contractor may not deliver

Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed.

4.2 Applicability of Master Agreement. NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum, subject to Section III. For the purposes of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering

NASPO ValuePoint Master Agreement Terms and Conditions (v.3.21) 4 document (e.g., purchase order or contract) used by the Purchasing Entity to place the Order.

4.3 Authorized Use. Use of specific NASPO ValuePoint Master Agreements by state agencies, political subdivisions and other Participating Entities is subject to applicable state law and the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.

4.4 Obligated Entities. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda.

States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Participating Entities incur no financial obligations on behalf of other Purchasing Entities.

4.5 Notice of Participating Addendum. Contractor shall email a fully executed PDF copy of each Participating Addendum to pa@naspovaluepoint.org to support documentation of participation and posting in appropriate databases.

4.6 Eligibility for a Participating Addendum. Eligible entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent of the Chief Procurement Official of the state where the entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists; the entity must ensure that they have the requisite procurement authority to execute a Participating Addendum.

4.7 Prohibition on Resale. Subject to any specific conditions included in the solicitation or Contractor’s proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products purchased under this Master Agreement. Absent any such condition or explicit permission, this limitation does not prohibit:

payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.

4.8 Individual Customers. Except as may otherwise be agreed to by the Purchasing Entity and Contractor, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement and as the Participating Entity has in the Participating Addendum, including but mailto:pa@naspovaluepoint.org

NASPO ValuePoint Master Agreement Terms and Conditions (v.3.21) 5 not limited to any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.

4.9 Release of Information. Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan.

4.10 No Representations. The Contractor shall not make any representations of NASPO ValuePoint, the Lead State, any Participating Entity, or any Purchasing Entity’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent.

V. NASPO ValuePoint Provisions

5.1 Applicability. NASPO ValuePoint is not a party to the Master Agreement.

The terms set forth in Section V are for the benefit of NASPO ValuePoint as a third-party beneficiary of this Master Agreement.

5.2 Administrative Fees

5.2.1 NASPO ValuePoint Fee. Contractor shall pay to NASPO

ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee must be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with a vendor’s response to the Lead State’s solicitation.

5.2.2 State Imposed Fees. Some states may require an additional fee be paid directly to the state on purchases made by Purchasing Entities within that state. For all such requests, the fee rate or amount, payment method and schedule for such reports and payments will be incorporated into the applicable Participating Addendum. Unless agreed to in writing by the state, Contractor may not adjust the Master Agreement pricing to include the state fee for purchases made by Purchasing Entities within the jurisdiction of the state. No such agreement will affect the NASPO ValuePoint Administrative Fee percentage, or the prices paid by Purchasing Entities outside the jurisdiction of the state requesting the additional fee.

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5.3 NASPO ValuePoint Summary and Detailed Usage Reports

5.3.1 Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://calculator.naspovaluepoint.org. All sales made under this Master Agreement must be reported as cumulative totals by state.

Contractor must submit a report for each quarter, including quarters during which a Contractor has no sales, in which case this will be indicated in the Reporting Tool. Reports must be submitted no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool).

5.3.2 Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education, K12, non-profit; (3) Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4) Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; (8) and line item description, including product number if used. The report must be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period.

Reports must be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal or other method as determined by the Lead State and NASPO ValuePoint. Detailed sales data reports must include sales information for all sales under Participating Addenda executed under this Master Agreement.

5.3.3 Reporting on Personal Use. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the solicitation and the Participating Addendum. Report data for employees should be limited to ONLY the state and entity ((state and agency, city, county, school district, etc.) under whose authority the employee is purchasing Product for personal use and the amount of sales. No personal identification numbers (e.g., names, addresses, social security numbers or any other numerical identifier) may be submitted with any report.

5.3.4 Executive Summary. Contractor shall provide the NASPO

ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues. NASPO ValuePoint http://calculator.naspovaluepoint.org/

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Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter.

5.3.5 Use of Data. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports will have exclusive ownership of the media containing the reports.

The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section.

5.4 NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review

5.4.1 Staff Education. Contractor shall work cooperatively with NASPO

ValuePoint personnel. Contractor shall present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the master agreement and participating addendum process, and the manner in which eligible entities can participate in the Master Agreement.

5.4.2 Onboarding Plan. Upon request by NASPO ValuePoint, Contractor shall, as Participating Addendums are executed, provide plans to launch the program for the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the scope and terms of the Master Agreement as available to the Participating Entity and eligible Purchasing Entities.

5.4.3 Annual Contract Performance Review. Contractor shall

participate in an annual contract performance review with the Lead State and NASPO ValuePoint, which may at the discretion of the Lead State be held in person and which may include a discussion of marketing action plans, target strategies, marketing materials, Contractor reporting, and timeliness of payment of administration fees.

5.4.4 Use of NASPO ValuePoint Logo. The NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a separate logo use agreement is executed with NASPO ValuePoint.

5.4.5 Most Favored Customer. Contractor shall, within thirty (30) days of their effective date, to notify the…