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2025-04-01 - AGE - City Council Regular Meeting April 1, 2025 — 6:30 PM Golden Valley City Hall Council Chambers 1.Call to Order 1A.Pledge of Allegiance and Land Acknowledgement 1B.Proclamation Recognizing April as Fair Housing Month 2.Additions and Corrections to Agenda 3.Consent Agenda Approval of Consent Agenda - All items listed under this heading are considered to be routine by the City Council and will be enacted by one motion. There will be no discussion of these items unless a Council Member so requests in which event the item will be removed from the general order of business and considered in its normal sequence on the agenda. 3A.Approval of City Council Meeting Minutes 3B.Approval of City Check Registers 3C.Licenses: 3C.1.Approve Renewal of General Business Licenses - Fireworks Sales 3D.Boards, Commissions, and Task Forces: 3D.1.Approve Board/Commission Appointments and Reappointments 3E.Bids, Quotes, and Contracts: 3E.1.Approve Contract for Transportation and Disposal of Fill with M.B.E., Inc. 3E.2.Approve Construction Contract with Visu-Sewer, LLC for the 2025 Sewer Lining Project No. 25-01 3E.3.Approve the Purchase of Motorola Automatic License Plate Reader (ALPR) 3E.4.Approve Audiovisual Service and Support Contract with FinePoint Technology 3F.Grants and Donations: 3F.1.Adopt Resolution No. 25-023 Accepting a Donation from OPG-3 of One Registration Pass to the 2025 Laserfiche Empower Conference 3G.Adopt Resolution No. 25-024 Approving Variance at 6601 Plymouth Avenue CITY COUNCIL REGULAR MEETING AGENDA Members of the public may attend this meeting in-person, by watching on cable channel 16, or by streaming on CCXmedia.org. The public can make in-person statements during public comment sections, including the public forum beginning at 6:20 pm. Individuals may provide public hearing testimony remotely by emailing a request to the City Clerk's office at cityclerk@goldenvalleymn.gov by 3 p.m. on the day of the meeting. City of Golden Valley City Council Regular Meeting April 1, 2025 — 6:30 PM 1 4.Public Hearing - None. 5.Old Business - None. 6.New Business 6A.Review of Council Calendar 6B.Mayor and Council Communications 1. Other Committee/Meeting updates 7.Adjournment City of Golden Valley City Council Regular Meeting April 1, 2025 — 6:30 PM 2 EXECUTIVE SUMMARY Community Development 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting April 1, 2025 Agenda Item 1B. Proclamation Recognizing April as Fair Housing Month Prepared By Christine Costello, Housing & Economic Development Manager Summary This April marks the 57th anniversary of the passage of the Fair Housing Act, the landmark civil rights law that was signed by President Lyndon B. Johnson on April 11, 1968. It made discrimination in housing transactions unlawful. The Fair Housing Act prohibits discrimination in housing because of race, color, national origin, religion, sex (including gender identity and sexual orientation), disability, and familial status. In 2018, the City of Golden Valley approved a Mixed Income Housing Policy that requires a portion of new housing units in eligible projects to meet affordability requirements. The Policy also acts as an implementation tool to meet its short-term and long-term housing goals. The City has identified the need for affordable housing as a high priority in the Comprehensive Plan, and mixed income housing has been identified as an important component of the City's affordable housing goals. Research continues to show that mixed income communities are a key component in building economic vitality and competitiveness by attracting and retaining residents, as well as supporting major employers. In 2020, the City adopted a Fair Housing Policy to ensure that fair and equal housing opportunities are available to all persons in all housing opportunities and development activities funded by the City regardless of race, color, religion, immigration status, gender, gender identity, sexual orientation, marital status, use of public assistance, creed, familial status, national origin, cultural background, age, or disability. To further demonstrate the City's commitment to acknowledging and addressing systemic racism in housing, the City's Human Rights Commission started the Just Deeds project in 2019. The mission of Just Deeds is to educate homeowners about the lasting impacts of racially restrictive covenants and connecting residents to free services to discharge discriminatory covenants. The spirit of the Just Deeds mission permeates the City’s work through ongoing examination of City policies, practices and regulations to eliminate inequality. Legal Considerations N/A 3 Equity Considerations Proclaiming April as Fair Housing Month is in alignment with the City's dedication to advancing inclusion and equity for all residents by affirmatively furthering fair housing for the purpose of creating a safe, healthy, and accessible community where all residents will thrive. The Proclamation will increase the awareness of the City's Fair Housing Policy and commitment to ending housing discrimination. The Proclamation advances the four pillars that guide the City's equity work: Economic prosperity for all; Inclusive and effective community engagement; Providing unbiased programs and services; and An infrastructure that supports the advancement of diversity, equity, and inclusion. Recommended Action Present proclamation recognizing April as Fair Housing Month in the City of Golden Valley. Supporting Documents 2025 Proclamation for Fair Housing Month 4 CITY OF GOLDEN VALLEY PROCLAMATION FOR APRIL AS FAIR HOUSING MONTH IN THE CITY OF GOLDEN VALLEY WHEREAS, in the month of April marks the passage of the Federal Fair Housing Act of 1968, declaring discrimination in the sale, rental or financing of housing based on race, color, religion, sex, handicap, familial status or national origin is unlawful; and WHEREAS, the City of Golden Valley is committed to the mission and intent of Congress to provide fair and equal housing opportunities for all; and WHEREAS, The City invites all residents to renew their commitment to making Golden Valley a community that welcomes diversity and fosters a sense of security for all residents regardless of race, color, religion, immigration status, gender, gender identity, sexual orientation, marital status, status with regard to public assistance, creed, familial status, national origin, cultural background, age, or disability; and; WHEREAS, the Housing and Redevelopment Authority, in and for the City of Golden Valley, has adopted a Fair Housing Policy that supports fair housing for all people regardless of race, color, religion, immigration status, gender, gender identity, sexual orientation, marital status, status with regard to public assistance, creed, familial status, national origin, cultural background, age, or disability; and WHEREAS, the City of Golden Valley is dedicated to advancing inclusion and equity for all residents by affirmatively furthering fair housing for the purpose of creating a safe, healthy, and accessible community where all residents will thrive; and WHEREAS, the City of Golden Valley as a founding coalition member of Just Deeds will continue its commitment to acknowledging and addressing systemic racism in housing in Golden Valley and Minnesota; and NOW, THEREFORE, BE IT RESOLVED,that the City Council of the City of Golden Valley does hereby declare the month of April as “Fair Housing Month” and calls upon the people of the Golden Valley to recognize fair and equal housing opportunities for all. I, Mayor Roslyn Harmon, proudly certify this proclamation with my signature and the seal of the City of Golden Valley on April 1st, 2025. _____________________________ Roslyn Harmon, Mayor 5 EXECUTIVE SUMMARY Legal 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting April 1, 2025 Agenda Item 3A. Approval of City Council Meeting Minutes Prepared By Theresa Schyma, City Clerk Summary The following minutes are available to view on the City's public Laserfiche site : March 15, 2025 Special City Council Meeting March 18, 2025 Regular City Council Meeting A direct link to the folder with the documents referenced above is: http://weblink.ci.golden-valley.mn.us/WebLink/Browse.aspx? id=1056192&dbid=0&repo=GoldenValley Legal Considerations This item did not require legal review. Equity Considerations This item did not require equity review. Recommended Action Motion to approve City Council meeting minutes as submitted. 6 EXECUTIVE SUMMARY Finance 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting April 1, 2025 Agenda Item 3B. Approval of City Check Registers Prepared By Jennifer Hoffman, Accounting Manager Summary Approval of the check register for various vendor claims against the City of Golden Valley. Document is located on city website at the following location: https://weblink.ci.golden- valley.mn.us/WebLink/Browse.aspx?id=1055278&dbid=0&repo=GoldenValley The check register(s) for approval: 03-19-2025 Check Register 03-26-2025 Check Register Financial or Budget Considerations The check register is attached with the financing sources at the front of the document. Each check has a program code(s) where it was charged. Legal Considerations Not Applicable Equity Considerations Not Applicable Recommended Action Motion to authorize the payment of the bills as submitted. 7 EXECUTIVE SUMMARY Fire 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting April 1, 2025 Agenda Item 3C.1. Approve Renewal of General Business Licenses - Fireworks Sales Prepared By Maria Jimenez, Administrative Assistant Jake Dashiell, Deputy Fire Marshal Summary The following establishment has applied for renewal of their fireworks sales license for the 2025-2026 license term. The applicant has met City Code requirements for the renewal of their license and staff is recommending approval. Menard's - 6800 Wayzata Boulevard Financial or Budget Considerations Fees received for the fireworks sales license help to defray costs the City incurs to administer license requirements and enforce license regulations. Legal Considerations Legal Review is not required for this item. Equity Considerations Equity review is not required for this item. Recommended Action Motion to authorize the renewal of the above fireworks sales license for a period of May 1, 2025 through April 30, 2026. 8 EXECUTIVE SUMMARY City Manager's Office 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting April 1, 2025 Agenda Item 3D.1. Approve Board/Commission Appointments and Reappointments Prepared By Elinorah SINYEMBO, Executive Assistant Summary On a staggered basis, each year, terms end for various members of City boards and commissions on April 30, creating vacancies to be filled. As a result, the City Council conducts interviews with candidates who have applied to serve on a board or commission. Attached is the list of vacancies to be filled and the list of appointments and reappointments as decided by Council at the special meeting held on March 15, 2025. Legal Considerations This item does not require legal review. Equity Considerations As a general guideline, each board or commission should be comprised of a diverse population representing a wide range of groups and interests. Furthermore, appointing new commission members fits within the City's Equity Plan as it promotes inclusive community engagement. Recommended Action Motion to approve the following appointments and reappointments. Supporting Documents 2025 - List of Appointments and Reappointments.pdf March 2025 Boards and Commissions Vacancies and Interviews.pdf 9 LIST OF APPOINTMENTS BOARD OF ZONING APPEALS TERM DATE Adam Brookins April 30, 2028 William Tapio April 30, 2028 COMMUNITY SERVICE COMMISSION TERM DATE Molly Goenner April 30, 2027 DEI COMMISSION TERM DATE Bill Tipping April 30, 2028 Madasen Briggs April 30, 2027 ENVIRONMENTAL COMMISSION TERM DATE Hannah Byl April 30, 2028 Lilian Stremel (Youth) September 30, 2026 PEACE COMMISSION TERM DATE Stephanie Eckardt April 30, 2028 Trey Gladney (Reappointment) April 30, 2028 Karen Boehne (Reappointment) April 30, 2028 OPEN SPACE AND RECREATION COMMISSION TERM DATE Roger Bergman (Reappointment) April 30, 2028 Matthew Sanders (Reappointment) April 30, 2028 PLANNING COMMISSION TERM DATE Amy Barnstorff (Reappointment) April 30, 2028 10 Current Vacancies Note: The open seats in each commission that are highlighted in yellow will still be considered vacancies after appointments are made on Tuesday, April1, 2025. BOARD OF ZONING APPEALS TERM DATE Vacancy, April 2025 April 30, 2028 Vacancy, April 2025 April 30, 2028 Youth Vacancy, September 2025 September 30, 2026 PLANNING COMMISSION TERM DATE Vacancy, April 2025 April 30, 2028 Vacancy, April 2025 April 30, 2028 Youth Vacancy, September 2025 September 30, 2026 PEACE COMMISSION TERM DATE Vacancy, April 2024 April 30, 2027 Vacancy, April 2025 April 30, 2028 Vacancy, April 2025 April 30, 2028 Vacancy, April 2025 April 30, 2028 PD Vacancy, April, 2024 – 2 year April 30, 2026 PD Vacancy, April, 2025 - 2 year term April 30, 2027 Youth Vacancy, September 2025 September 30, 2026 COMMUNITY SERVICES COMMISSION TERM DATE Vacancy, April 2023 April 30, 2026 Vacancy, April, 2024 April 30, 2027 Youth Vacancy, September 2025 September 30, 2026 DEI COMMISSION TERM DATE Vacancy, April 2023 April 30, 2026 Vacancy, April 2024 April 30, 2027 Vacancy, April 2025 April 30, 2028 Youth Vacancy, September 2025 September 30, 2026 ENVIRONMENTAL COMMISSION TERM DATE Vacancy, April 2025 April, 2028 Vacancy, April 2025 April, 2028 Youth Vacancy, September 2025 September 30, 2026 OPEN SPACE AND RECREATION COMMISSION TERM DATE Vacancy, April 2024 April 30, 2027 Vacancy, April 2025 April 30, 2028 Vacancy, April 2025 April 30, 2028 Vacancy, April 2025 April 30, 2028 Youth Vacancy, September 2025 September 30, 2026 11 LIST OF CONSIDERATIONS BASSETT CREEK WATERSHED MANAGEMENT COMMISSION INTERVIEW DATE Wendy Weirich (Current Commissioner) 03/15/2025 James Johnson 03/15/2025 BOARD OF ZONING APPEALS INTERVIEW DATE William Tapio 03/15/2025 COMMUNITY SERVICE COMMISSION INTERVIEW DATE Madasen Briggs 03/15/2025 Molly Goenner 03/15/2025 DEI COMMISSION INTERVIEW DATE Bill Tipping 03/15/2025 Molly Goenner 03/15/2025 Madasen Briggs 03/15/2025 ENVIRONMENTAL COMMISSION INTERVIEW DATE Hannah Byl 03/15/2025 William Tapio 03/15/2025 Lilian Stremel (Youth) 03/15/2025 PEACE COMMISSION INTERVIEW DATE Madasen Briggs 03/15/2025 Stephanie Eckardt 03/15/2025 Trey Gladney (Current Commissioner) Seeking Reappointment Karen Boehne (Current Commissioner) Seeking Reappointment OPEN SPACE AND RECREATION COMMISSION INTERVIEW DATE Roger Bergman (Current Commissioner) Seeking Reappointment Matthew Sanders (Current Commissioner) Seeking Reappointment PLANNING COMMISSION INTERVIEW DATE Amy Barnstorff (Current Commissioner) Seeking Reappointment 12 INTERVIEW SCHEDULE TIME CANDIDATE REQUESTED COMMISSION 11:00 AM William Tapio BZA or EC 11:10 AM Hannah Byl EC or PC 11:20 AM Wendy Weirich BCWMC 11:30 AM Madasen Briggs CSC, DEIC or PEACE 11:40 AM Lillian Stremel (YOUTH) EC 11:50 AM James Johnson BCWMC 12:00 PM Bill Tipping - Virtual DEIC 12:10 PM Stephanie Eckardt PEACE 12:20 PM - BREAK 12:40 PM Molly Goenner DEIC or CSC 13 EXECUTIVE SUMMARY Public Works 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting April 1, 2025 Agenda Item 3E.1. Approve Contract for Transportation and Disposal of Fill with M.B.E., Inc. Prepared By Tim Kieffer, Public Works Director Marshall Beugen, Street and Vehicle Maintenance Superintendent Summary Public Works stockpiles excess dirt from water main breaks, street sweeping, and other maintenance operations at the 10th Avenue storage yard. The area has become increasingly full, to the point where contract trucking and disposal of the unwanted material is needed. A multi-year plan to remove the dirt berm and install sectional concrete panels on the south side of the 10th Avenue storage yard is planned to create more space. Quotes for the work were received and are listed below: Beach Transport, Inc.$40.00 per cubic yard Bear Down Logistics Inc.$18.90 per cubic yard M.B.E., Inc.$14.49 per cubic yard Financial or Budget Considerations The 2025 Buildings Capital Improvement Program (CIP) includes $125,000 for the transportation and disposal of fill (B-048). The total proposed cost is $108,675.00. Legal Considerations The Legal Department has reviewed and approved the contract. Equity Considerations Staff solicited quotes from thirty-one Disadvantaged Business Enterprises using the Minnesota Unified Certification Program database and three community organizations that work with Minority and Women Business Enterprises. Recommended Action Motion to approve the Mayor and City Manager to execute the Contract for Transportation and Disposal of Fill with M.B.E., Inc. in the form approved by the City Attorney to transport and dispose of fill. 14 Supporting Documents Contract for Transportation and Disposal of Fill with M.B.E., Inc. 15 1 CONTRACT FOR TRANSPORTATION AND DISPOSAL OF FILL WITH M.B.E., INC. THIS AGREEMENT is made this 1st day of April 2025 (“Effective Date”) by and between M.B.E., Inc., a trucking company located at 530 River Street South, Delano, MN 55328 (“Contractor”), and the City of Golden Valley, Minnesota, a Minnesota municipal corporation located at 7800 Golden Valley Road, Golden Valley, MN 55427 (the “City”): RECITALS A. Contractor is engaged in the business of transporting, delivering, and disposing of common fill. B. The City desires to hire Contractor to transport and dispose of common fill. C. Contractor represents that it has the professional expertise and capabilities to provide the City with the requested work. D. The City desires to engage Contractor to provide the work described in this Agreement and Contractor is willing to provide such work on the terms and conditions in this Agreement. NOW, THEREFORE, in consideration of the terms and conditions expressed herein, the City and Contractor agree as follows: AGREEMENT 1.The Work.Contractor shall perform the work more fully described in the attached Exhibit A (the “Work”). The Work includes all work and services required by this Agreement, whether completed or partially completed, and includes all labor, materials, equipment, and services provided or to be provided by Contractor to fulfill Contractor’s obligations. All Work shall be completed according to the specifications set forth in the attached Exhibit B. 2.Time for Completion.The Contractor shall proceed diligently and shallcomplete the Work to the satisfaction and approval of the City on or before June 30, 2025 (the “Contract Time”). Contractor shall notify the City in writing of any cause of delay of the Workwithin 24 hours after such cause of delay arises. If Contractor fails to complete the Work by the Contract Time, the City may immediately, or at any time thereafter, proceed to complete the Work at the Contractor’s expense. If Contractor gives written notice of a delay over which Contractor has no control, the Citymay, at its discretion, extend the Contract Time. 3.Consideration.In consideration of the performance of the Work, the City shall pay to Contractor the amount set forth herein Exhibit C (the “Contract Price”). The consideration shall be for both the Work performed by Contractor and the expenses incurred by Contractor in performing the Work. Contractor shall submit statements to the City containing a detailed list of project labor and hours, rates, titles, and amounts undertaken by Contractor during the relevant billing period. The City shall pay Contractor within thirty (35) days after receiving a statement from Contractor. 4.Extra Work.Unless approved by the City in writing, Contractor shall make no claim for extra work done or materials furnished, nor shall Contractor do any work or furnish any materials not covered by the 16 2 plans and specifications of this Agreement. Any such work or materials furnished by Contractor without written City approval shall be at Contractor’s own risk and expense. Contractor shall perform any altered plans ordered by the City; if such alteration reduces the cost of doing such work, the actual amount of such reduction shall be deducted from the contract price for the Work. 5.Expense Reimbursement.Contractor shall not be compensated separately for necessary incidental expenses. All expenses of Contractor shall be built into Contractor’s fixed compensation rate, unless reimbursement is provided for an expense that received the prior written approval of the City, which approval may be provided via electronic mail. 6.Approvals.Contractor shall secure the City’s written approval before making any expenditures, purchases, or commitments on the City’s behalf beyond those listed in the Work. The City’s approval may be provided via electronic mail. 7.Protection of Persons and Property.Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Work. Contractor shall take reasonable precautions for the safety of, and shall provide reasonable protection to prevent damage, injury, or loss to: a. Persons performing the Work and other persons who may be affected by the Work; b. The Work and materials and equipment to be incorporated therein; and c. Other property at the site or adjacent to the site, such as trees, shrubs, lawns, walks, pavement, roadways, structures and utilities. Contractor shall promptly remedy damage and loss to property caused in whole or in part by Contractor or any of its subcontractors, agents, or anyone directly or indirectly employed by any of them. 8.Termination.This Agreement shall remain in force and effect commencing from the effective date and continuing until the completion of all of the parties’ obligations hereunder, unless terminated by the City or amended pursuant to the Agreement. Notwithstanding any other provision hereof to the contrary, this Agreement may be terminated as follows: a. The parties, by mutual written agreement, may terminate this Agreement at any time; b. Contractor may terminate this Agreement in the event of a breach of the Agreement by the City upon providing thirty (30) days’ written notice to the City; c. The City may terminate this Agreement at any time at its option, for any reason or no reason at all; or d. The City may terminate this Agreement immediately upon Contractor’sfailure to have in force any insurance required by this Agreement. In the event of a termination, the City shall pay Contractorfor Work performed to the date of termination and for all costs or other expenses incurred prior to the date of termination. 9.Amendments.No amendments may be made to this Agreement except in a writing signed by both parties. 10.Remedies. In the event of a termination of this Agreement by the City because of a breach by Contractor, the City may complete the Work either by itself or by contract with other persons or entities, or any combination thereof. These remedies provided to the City for breach of this Agreement by 17 3 Contractor shall not be exclusive. The City shall be entitled to exercise any one or more other legal or equitable remedies available because of Contractor’s breach. 11.Records/Inspection.Pursuant to Minnesota Statutes § 16C.05, subd. 5, Contractor agrees that the books, records, documents, and accounting procedures and practices of Contractor, that are relevant to this Agreementor transaction, are subject to examination by the City and the state auditor or legislative auditor for a minimum of six years. Contractor shall maintain such records for a minimum of six years after final payment. The parties agree that this obligation will survive the completion or termination of this Agreement. 12.Indemnification.To the fullest extent permitted by law, Contractor, and Contractor’s successors or assigns, agree to protect, defend, indemnify, save, and hold harmless the City, its officers, officials, agents, volunteers, and employees from any and all claims; lawsuits;causes of actionsof any kind,nature, or character; damages; losses; andcosts, disbursements, and expenses of defending the same, including but not limited to attorneys’ fees, professional services, and other technical, administrative or professional assistance resulting from or arising out of Contractor’s (or its subcontractors, agents, volunteers, members, invitees, representatives, or employees) performance of the duties required by or arising from this Agreement, or caused in whole or in part by any negligent act or omission or willful misconduct by Contractor, or arising out of Contractor’s failure to obtain or maintain the insurance required by this Agreement. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation on liability to which the City is entitled. The parties agree that these indemnification obligations shall survive the completion or termination of this Agreement. 13.Insurance.Contractor shall maintain reasonable insurance coverage throughout this Agreement. Contractor agrees that before any work related to the approved project can be performed, Contractor shall maintain at a minimum: a. Worker’s Compensation Insurance as required by Minnesota Statutes, section 176.181; b. Business Auto Liability covering vehicles owned by Contractor and non-owned vehicles used by Contractor, with policy limits not less than $1,000,000.00 per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance, and use of such motor vehicles, along with any statutorily required automobile coverage; c. Commercial General Liability in an amount of not less than $1,000,000.00 per occurrence, $2,000,000 general aggregate, and $2,000,000 for products-completed operations hazard, providing coverage for claims including: i. Damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; ii. Personal and advertising injury; iii. Damages because of physical damage to or destruction of property, including loss of use of such property; iv. Bodily injury or property damage arising out of completed operations; and v. Contractor’s indemnity obligations under this Agreement. To meet the Commercial General Liability and Business Auto Liability requirements, Contractor may use a combination of Excess and Umbrella coverage. Prior to commencement of the Work, Contractor shall provide the City with a current certificate of insurance including the following language: “The City of 18 4 Golden Valley is named as an additional insured with respect to the commercial general liability, business automobile liability and umbrella or excess liability, as required by the contract. The umbrella or excess liability policy follows form on all underlying coverages.” Such certificate of liability insurance shall list the City as an additional insured and contain a statement that such policies of insurance shall not be canceled or amended unless 30 days’ written notice is provided to the City, or 10 days’written notice in the case of non-payment. 14.Compliance with State Withholding Tax. Before final payment is made for the Work on this project, Contractor must make a satisfactory showing that it has complied with the provisions of Minnesota Statutes, section 290.92 requiring the withholding of State Income Tax for wages paid employees on this project by providing to the City Engineer a Certificate of Compliance from the Commissioner of Taxation. Contractor is advised that before such Certificate can be issued, Contractor must first place on file with the Commissioner of Taxation an affidavit, in the form of an IC-134, that Contractor has complied with the provisions of Minnesota Statutes Section 290.92. 15.Assignment.Neither the City nor Contractor shall assign this Agreement or any rights under or interest in this Agreement, in whole or in part, without the other party’s prior written consent. Any assignment in violation of this provision is null and void. Neither the City nor Contractor shall assign, or transfer any rights under or interest (including, but without limitation, moneys that may become due or moneys that are due) in the Agreement without the written consent of the other except to the extent that the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent Contractor from employing such independent consultants, associates, and subcontractors, as it may deem appropriate to assist it in the performance of the Work required by this Agreement. Any instrument in violation of this provision is null and void. 16.Independent Contractor.Contractor is an independent contractor. Contractor’s duties shall be performed with the understanding that Contractor has special expertise as to the Work which Contractor is to perform and is customarily engaged inthe independent performance of the same or similar workfor others. Contractor shall provide or contract for all required equipment and personnel. Contractor shall control the manner in which the Work is performed; however, the nature of the Work and the results to be achieved shall be specified by the City.The parties agree that this is not a joint venture and the parties are not co-partners. Contractoris not an employee or agent of the City and has no authority to make any binding commitments or obligations on behalf of the City except to the extent expressly provided in this Agreement. All Work provided by Contractor pursuant to this Agreement shall be provided by Contractor as an independent contractor and not as an employee of the City for any purpose, including but not limited to: income tax withholding, workers' compensation, unemployment compensation, FICA taxes, liability for torts and eligibility for employee benefits. 17.Compliance with Laws.Contractorshall exercise due professional care to comply with applicable federal, state and local laws, rules, ordinances and regulations in effect as of the Effective Date. Contractor’sguests, invitees, members, officers, officials, agents, employees, volunteers, representatives, and subcontractors shall abide by the City’s policies prohibiting sexual harassment and tobacco, drug, and alcohol use as defined on the City’s Tobacco, Drug, and Alcohol Policy, as well as all other reasonable work rules, safety rules, or policies, and procedures regulating the conduct of persons on City property, at all times while performing duties pursuant to this Agreement. Contractor agrees and understands that a 19 5 violation of any of these policies, procedures, or rules constitutes a breach of the Agreement and sufficient grounds for immediate termination of the Agreement by the City. 18.Entire Agreement.The Contract Documents shall constitute the entire agreement between the City and Contractor, and supersede any other written or oral agreements between the City and Contractor. 19.Third Party Rights.The parties to this Agreement do not intend to confer any rights under this Agreement on any third party. 20.Choice of Law and Venue.This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Hennepin County, Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 21.Conflict of Interest.Contractor shall use reasonable care to avoid conflicts of interest and appearances of impropriety in representation of the City. In the event of a conflict of interest, Contractor shall advise the City and,either secure a waiver of the conflict, or advise the City that it will be unable to provide the requested Work. 22.Agreement Not Exclusive.The City retains the right to hire other professionals, contractors and service providers for this or other matters, in the City’s sole discretion. 23.Data Practices Act Compliance.Any and all data provided to Contractor, received from Contractor, created, collected, received, stored, used, maintained, or disseminated by Contractor pursuant to this Agreement shall be administered in accordance with, and is subject to the requirements of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. Contractor agrees to notify the City within three business days if it receives a data request from a third party and shall not respond to such request without first conferring with the city. This paragraph does not create a duty on the part of Contractor to provide access to public data to the public if the public data are available from the City, except as required by the terms of this Agreement. These obligations shall survive the termination or completion of this Agreement. 24.No Discrimination.Contractor agrees not to discriminate in providing the Work under this Agreement on the basis of race, color, sex, creed, national origin, disability, age, sexual orientation, status with regard to public assistance, or religion. Violation of any part of this provision may lead to immediate termination of this Agreement. Contractor agrees to comply with Americans with Disabilities Act as amended (“ADA”), section 504 of the Rehabilitation Act of 1973, and the Minnesota Human Rights Act, Minnesota Statutes, Chapter 363A. Contractoragrees to hold harmless and indemnify the City from costs, including but not limited to damages, attorneys’ fees and staff time, in any action or proceeding brought alleging a violation of these laws by Contractor or its guests, invitees, members, officers, officials, agents, employees, volunteers, representatives and subcontractors. Upon request, Contractor shall provide accommodation to allow individuals with disabilities to participate in all Work under this Agreement. Contractor agrees to utilize its own auxiliary aid or service in order to comply with ADA requirements for effective communication with individuals with disabilities. 20 6 25.Authorized Agents.The City’s authorized agent for purposes of administration of this contract is Tim Kieffer, or designee. Contractor’s authorized agent for purposes of administration of this contract is Dan Zimmerman, or designee who shall perform or supervise the performance of all Work. 26.Notices.Any notices permitted or required by this Agreement shall be deemed given when personally delivered or upon deposit in the United States mail, postage fully prepaid, certified, return receipt requested, addressed to: CONTRACTOR THE CITY Dan Zimmerman 530 River Street South Delano, MN 55328 danz@mbemn.com City of Golden Valley 7800 Golden Valley Road Golden Valley, MN 55427 tkieffer@goldenvalleymn.gov or such other contact information as either party may provide to the other by notice given in accordance with this provision. 27.Waiver.No waiver of any provision or of any breach of this Agreement shall constitute a waiver of any other provisions or any other or further breach, and no such waiver shall be effective unless made in writing and signed by an authorized representative of the party to be charged with such a waiver. 28.Headings.The headings contained in this Agreement have been inserted for convenience of reference only and shall in no way define, limit or affect the scope and intent of this Agreement. 29.Payment of Subcontractors.Contractor agrees to pay all laborers employed and all subcontractors furnishing material to Contractor in the performance of this Agreement. If Contractor fails to pay any claims and demands for labor and materials, the City may apply the monies due to Contractor toward paying and satisfying such claims and demands. The City has the right to apply monies due to Contractor towards paying any accrued indebtedness or any claim which may hereafter come due against Contractor. The amount of such payments shall be deducted from the balance due to the Contractor; provided that nothing herein nor any variation from the amounts and timing of the installments shall be construed as impairing the right of the City or of those to whose benefit the bond herein agreed upon shall insure, to hold Contractor or surety liable on the bond for any breach of the conditions of the same nor as imposing upon the City any obligation to laborers, materialmen, contractors, or sureties to pay or to retain for their benefit any monies coming to the contractor hereunder. Pursuant to Minnesota Statutes, Section 471.425, Subdivision 4(a), Contractor must pay any subcontractor within ten (10) days of Contractor’s receipt of payment from the City for undisputed services provided by the subcontractor. Contractor must pay interest of one and one-half percent (1½%) per month or any part of a month to the subcontractor on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100.00 or more is $10.00. For an unpaid balance of less than $100.00, Contractor shall pay the actual penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from the Contractor shall be awarded its costs and disbursements, including attorney’s fees, incurred in bringing the action. 21 7 30.Severability.In the event that any provision of this Agreement shall be illegal or otherwise unenforceable, such provision shall be severed, and the balance of the Agreement shall continue in full force and effect. 31.Signatory.Each person executing this Agreement (“Signatory”) represents and warrants that they are duly authorized to sign on behalf of their respective organization. In the event Contractor did not authorize the Signatory to sign on its behalf, the Signatory agrees to assume responsibility for the duties and liability of Contractor, described in this Agreement, personally. 32.Counterparts and Electronic Communication.This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Agreement may be transmitted by electronic mail in portable document format (pdf) and signatures appearing on electronic mail instruments shall be treated as original signatures. 33.Recitals.The City and Contractor agree that the Recitals are true and correct and are fully incorporated into this Agreement. IN WITNESS WHEREOF,the City and Contractor have caused this Independent Contractor Agreement to be executed by their duly authorized representatives in duplicate on the respective dates indicated below. M.B.E.,INC.:CITY OF GOLDEN VALLEY: By: _________________________________ Susie Borell, Vice President By: _________________________________ Roslyn Harmon, Mayor By: _________________________________ Noah Schuchman, City Manager 22 EXHIBIT A SCOPE OF WORK 1.Loading. City shall provide equipment and operator to load Materials using the highest standard of care for safety. Over-weight loads are the responsibility of the City loading the trucks. 2.Transportation. Contractor shall transport and unload the Materials using the highest standard of care for safety. Contractor shall ensure that no portion of the Materials are lost during transport. Should any Materials be spilled or drift during transport, Contractor agrees to immediately take all necessary steps to clean up said Materials. 3.Disposal.Contractor shall provide trucks and drivers to haul the materials indicated below (the “Materials”) to the disposal sites indicated below. MATERIAL DISPOSAL SITE Common Fill 7959 Minnesota Highway 25, Monticello, MN 55362 4.Dirt Accepted “As Is” Without Warranty or Representation.Contractor reserves the right to reject any and all Materials during the disposal process if the parties determine that the Materials are contaminated by a hazardous substance. Contractor may inspect the Materials for hazardous substances by visual inspection or smell. If additional testing is required to determine whether the Materials are contaminated, the City shall bear the cost of testing. Contractor also reserves the right to reject asphalt or concrete rubble encountered at the site. Any rejected Materials remain the responsibility of the City. Once Contractor accepts Materials, Contractor expressly assumes all risks, known and unknown, from the loading, transport, unloading and use of the accepted Materials and accepts all such Materials “as is” without warranty, promise or representation as to its composition, quality, or lack of contamination. 5.Other Responsibilities. Contractor is a for hire motor carrier and shall be solely responsible for assigning drivers to drive Contractor’s trucks. Contractor shall be solely responsible for the employment, training, and supervision of its drivers and for the operation, maintenance and repair of its trucks, and any other equipment. Contractor shall have current registration and permits for all trucks and equipment, and shall be responsible for all operating expenses associated with the operation of the trucks or other equipment during this agreement. All drivers used by Contractor for performing its work under this agreement shall have the qualifications and licenses required by the state of Minnesota and all applicable Federal Motor Carrier Safety Regulations. Contractor shall not use an unqualified or disqualified driver for any of the Work under any circumstances. 23 EXHIBIT B SPECIAL CONDITIONS 1.Responsible Contractor Certification. Contractor and subcontractor(s) shall be a “responsible contractor” as defined in Minnesota Statutes §16C.285, subdivision 3. Contractor or subcontractor(s) that do not meet the minimum criteria established in Minnesota Statutes §16C.285, subdivision 3, or who fails to verify compliance with the minimum requirements, will not be a “responsible contractor” and will be ineligible to perform the Work. Contractor and subcontractor(s) that make a false statement verifying compliance with any of the minimum criteria herein described shall result in the termination of this Agreement. 2.Hours of Operation. Work shall occur Monday through Friday from 7:00 a.m. to 3:00 p.m. excluding holidays. 3.Mobilization.The mobilization shall be included in the base price in all aspects of the Work per unit price herein Exhibit C. No additional compensation will be considered for mobilization. 4.Noise Elimination. The Contractor shall eliminate noise to as great an extent as possible at all times. Air compressing plants shall be equipped with silencers, and the exhausts of all gasoline motors or other power equipment shall be provided with mufflers approved by the manufacturer. 5.DOT Compliance. All of Contractor’s drivers performing work for the City must be in compliance with DOT requirements related to holding a Commercial Driver’s License (CDL). Contractor shall be responsible for ensuring its own compliance with all applicable DOT regulations and requirements, including but not limited to DOT regulations related to drug testing and the maintenance of drug testing records. Contractor shall indemnify and hold harmless the City for any fines incurred as a result of Contractor’s failure to comply with DOT requirements as set forth above. It shall be Contractor’s responsibility to comply and provide evidence to the City of DOT compliance upon request. 6.Risk of Loss. Contractor acknowledges that it will bear all risk of loss with regard to its performance under this Agreement, including without limitation, cost on losses caused by delays attributable to Contractor, breakdowns of trucks, equipment and the acts or omissions of Contractor’s employees. Contractor acknowledges that the City owns trucks and equipment for similar work and has employees for operating such trucks and equipment. Contractor agrees that the City may utilize its trucks, equipmentand employeesin any manner that it wishes and that the City is not obligated to order work from Contractor unless it chooses not to use its own trucks and equipment. 7.Measurement and Payment.Payment for all items for this project shall be by the unit price as stated herein Exhibit C. The estimated quantities on the Proposal form are for determination of the lowest cost for the Work. The City reserves the right to increase or decrease quantities shown on the Proposal to stay within the amount budgeted by the City. No claims for extra compensation due to increased or decreased quantities shall be considered. Contractor shall submit all final quantities to the City within one month after completion of the Work. 24 EXHIBIT C PROPOSAL Contractor certifies that an examination has been made of the scope and location of work and proposes to furnish all necessary machinery, equipment, tools, labor and other means for the Work and to furnish all materials specified in the manner and at the time prescribed in the Contract Documents. Contractor understands that the quantities shown herein are approximate only and are subject to increase or decrease. Contractor further understands all quantities, whether increased or decreased, shallbe performed at the unit pricesbelow.The cost of hauling to the dumpsite and the cost of dumping material at the site shall be included in the prices bid for the equipment. Description Units Quantity Unit Price Total TRANSPORTATION AND DISPOSAL OF FILL CY 7,500 $14.49 $108,675.00 TOTAL COST TO PROVIDE SERVICES FOR TRANSPORTAION OF DISPOSAL OF FILL $108,675.00 25 EXECUTIVE SUMMARY Community Development 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting April 1, 2025 Agenda Item 3E.2. Approve Construction Contract with Visu-Sewer, LLC for the 2025 Sewer Lining Project No. 25-01 Prepared By Caleb Brolsma, Assistant City Engineer Michael Ryan, City Engineer Summary The City regularly contracts lining of sewer pipes to rehabilitate deteriorating pipes, which reduces blockages and inflow/infiltration. Staff routinely televises the City's sewer system to evaluate infrastructure conditions, and have identified the pipes in poor condition, which are proposed to be lined with this project. These pipes are shown in the maps on page 57-63 of the supporting attachment. The following electronic bids to line 12,262 linear feet of sewer were opened on Wednesday, March 5th, 2025: Contractor Bid Amount Visu-Sewer, LLC $467,709.50 Hydro-Klean, LLC $561,104.07 SAK Construction, LLC $585,986.50 Insituform Technologies USA, LLC $595,376.40 Staff reviewed bids and found them to be accurate and in order. Staff recommend awarding the contract to Visu-Sewer, LLC for work associated with the base bid. Financial or Budget Considerations The 2025-2034 Water and Sewer Systems Capital Improvement Plan includes two line items totaling $525,000 for sewer lining (W&SS-074, $275,000 and W&SS-078, $250,000) which will fund the project. Legal Considerations The City Attorney's office has approved the contract documents for this project. Equity Considerations This project is consistent with the City's unbiased programs and services pillar of the City's Equity Plan. Sewer segments were identified for lining based on an objective condition assessment and vary in location around the City. By lining these sewers, residents will continue to have reliable utilities. 26 Recommended Action Motion to approve construction contract with Visu-Sewer, LLC for the 2025 Sewer Lining Project No. 25-01 in the amount of $467,709.50. Supporting Documents Contract for Sanitary Sewer Lining with Visu-Sewer, LLC.pdf 27 FC - 1 CONTRACT NO. 25-01 AGREEMENT FOR THE 2025 SEWER LINING PROJECT PROJECT NO. 25-01 THIS AGREEMENT (this “Agreement”), entered into the 1st day of April, 2025 between the City of Golden Valley (the “City”), a municipal corporation, existing under the laws of the State of Minnesota, and Visu-Sewer, LLC, a Limited Liability Company, under the laws of Wisconsin (“Contractor”). ARTICLE 1. The Contract Documents. The Contract Documents consist of: this Agreement, the Proposal and Bid of the Contractor, the Contractor’s Bonds, the General Conditions, Special Conditions and any supplementary conditions, drawings, plans, Specifications, addenda issued prior to execution of this Agreement, other documents listed herein or in any of the foregoing documents, and Modifications of the same issued after execution of this Agreement (collectively the “Contract” or “Contract Documents”). A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive, or (4) a written order for a minor change in the Work issued by the Engineer. In the event of a conflict among the various provisions of the Contract Documents, the terms shall be interpreted in the following order of priority: 1. Modifications to the Contract 2. This Agreement 3. Special Conditions 4. General Conditions Drawings shall control over Specifications, and detail in drawings shall control over large-scale drawings. All capitalized terms used and not otherwise defined in this Agreement, but defined elsewhere in the Contract Documents, shall have the meaning set forth in the Contract Documents. ARTICLE 2. The Work. Contractor, for good and valuable consideration the sufficiency of which is hereby acknowledged, covenants and agrees to furnish all materials, all necessary tools and equipment, and to do and perform all work and labor necessary for 2025 Lining Project (25-01) (the “Project”) according to the Plans and Specifications and all of the Contract Documents. Contractor shall commence and conclude the Work in accordance with the Contract Documents. Time is of the essence in this Agreement. Accordingly, Contractor shall complete the Work in accordance with the time schedule for commencement and completion of the Work set forth in the Contract Documents. Contractor shall complete the Work in every respect to the satisfaction and approval of the City. 28 FC - 2 ARTICLE 3. Contract Price. The City shall pay the Contractor the Contract Price in current funds for the Contractor’s performance of the Contract. The Contract Price shall be $467,709.50, subject to additions and deductions as provided in the Contract Documents. Installment payments, if any, on account of the Work shall be made in accordance with the provisions of the General Conditions. Final payment shall be due and payable on or before thirty (30) days after issuance of a Certificate of Final Completion issued by the City Engineer confirming that the Work has been fully completed and Contractor’s obligations fully performed by Contractor. ARTICLE 4. Contractor’s Bonds. Contractor shall make, execute and deliver to the City corporate surety bonds in a form approved by the City, in the sum of $467,709.50 for the use of the City and of all persons furnishing labor, skill, tools, machinery or materials to the Project. Said bonds shall secure the faithful performance and payment of the Contract by the Contractor and shall be conditioned as required by law. This Agreement shall not become effective unless and until said bonds have been received and approved by the City. ARTICLE 5. Acceptance of the Work. The City, through its authorized agents, shall be the sole and final judge of the fitness of the Work and its acceptability. ARTICLE 6. Records. Contractor shall keep as complete, exact and accurate an account of the labor and materials used in the execution of the Work as is possible, and shall submit and make this information available as maybe requested by the City. ARTICLE 7. Payment. All payments to Contractor shall be made payable to the order of Visu-Sewer, LLC, and the City does not assume and shall not have any responsibility for the allocation of payments or obligations of the Contractor to third parties. ARTICLE 8. Cancellation Prior to Execution. The City reserves the right, without liability, to cancel the award of the Contract at any time before the execution of the Contract by all parties. ARTICLE 9. Termination. The City may by written notice terminate the Contract, or any portion thereof, when (1) it is deemed in the best public, state or national interest to do so; (2) the City is unable to adequately fund payment for the Contract because of changes in state fiscal policy, regulations or law; or (3) after finding that, for reasons beyond Contractor’s control, Contractor is prevented from proceeding with or completing the Work within a reasonable time. In the event that any Work is terminated under the provisions hereof, all completed items or units of Work will be paid for at Contract Bid Prices. Payment for partially completed items or units of Work will be made in accordance with the Contract Documents. 29 FC - 3 Termination of the Contract or any portion thereof shall not relieve Contractor of responsibility for the completed Work, nor shall it relieve Contractor’s Sureties of their obligations for and concerning any just claims arising out of the Work. ARTICLE 10. No Discrimination. Contractor agrees not to discriminate in providing products and services under this Agreement on the basis of race, color, sex, creed, national origin, disability, age, sexual orientation, status with regard to public assistance, or religion. Violation of any part of this provision may lead to immediate termination of this Agreement. Contractor agrees to comply with the Americans with Disabilities Act as amended (“ADA”), section 504 of the Rehabilitation Act of 1973, and the M innesota Human Rights Act, Minnesota Statutes, Chapter 363A. Contractor agrees to hold harmless and indemnify the City from costs, including but not limited to damages, attorneys’ fees and staff time, in any action or proceeding brought alleging a violation of these laws by Contractor or its guests, invitees, members, officers, officials, agents, employees, volunteers, representatives and subcontractors. Upon request, Contractor shall provide accommodation to allow individuals with disabilities to participate in all Services under this Agreement. Contractor agrees to utilize its own auxiliary aid or service in order to comply with ADA requirements for effective communication with individuals with disabilities. IN WITNESS WHEREOF, both parties hereto have caused this Contract to be signed on their respective behalves by their duly authorized offices and their corporate seals to be hereunto affixed the day and year first above written. THE CITY OF GOLDEN VALLEY, MINNESOTA BY Roslyn Harmon, Mayor BY Noah Schuchman, City Manager CONTRACTOR BY ITS 30 GC - i GENERAL CONDITIONS INDEX Page SECTION I - GENERAL .................................................................................................. 1 DEFINITIONS ................................................................................................. 1 FAMILIARITY WITH LAWS AND ORDINANCES ........................................... 3 SECTION II - AWARD AND EXECUTION OF THE CONTRACT ................................... 3 CONSIDERATION OF PROPOSALS ............................................................. 3 EXECUTION OF CONTRACT ........................................................................ 4 FAILURE TO EXECUTE CONTRACTS .......................................................... 4 SECTION III - SCOPE OF WORK................................................................................... 4 INTENT OF PLANS AND SPECIFICATIONS ................................................. 4 INCREASED OR DECREASED QUANTITIES OF WORK ............................. 4 CHANGES IN THE WORK .............................................................................. 5 UNCLASSIFIED WORK .................................................................................. 6 CONSTRUCTION CHANGE DIRECTIVES ..................................................... 7 FINAL CLEAN-UP ........................................................................................... 7 SECTION IV - CONTROL OF WORK ............................................................................. 8 AUTHORITY OF ENGINEER .......................................................................... 8 CONFORMITY WITH PLANS AND ALLOWABLE DEVIATIONS ................... 8 COORDINATION OF PLANS AND SPECIFICATIONS .................................. 8 COOPERATION BY CONTRACTOR .............................................................. 8 CARE AND PROTECTION OF WORK AND MATERIALS ............................. 9 AUTHORITY AND DUTY OF INSPECTOR .................................................... 9 INSPECTION ................................................................................................ 10 UNAUTHORIZED WORK .............................................................................. 10 DEFECTIVE WORK ...................................................................................... 10 FINAL INSPECTION ..................................................................................... 11 GUARANTEE ................................................................................................ 11 FOSSILS ....................................................................................................... 12 SECTION V - CONTROL OF MATERIALS ................................................................... 12 SOURCE AND QUALITY OF MATERIALS ................................................... 12 STANDARD STOCK PRODUCTS ................................................................ 12 TESTS OF MATERIALS ............................................................................... 12 31 GC - ii STORAGE ..................................................................................................... 13 DEFECTIVE MATERIALS ............................................................................. 13 FAILURE TO REMOVE DEFECTIVE MATERIALS ...................................... 13 SECTION VI - LEGAL RELATIONS AND RESPONSIBILITY TO PUBLIC ................... 13 LAWS TO BE OBSERVED ........................................................................... 13 PERMITS AND LICENSES ........................................................................... 14 PATENTED DEVICES, MATERIALS AND PROCESSES ............................ 14 SANITARY PROVISIONS ............................................................................. 14 PUBLIC CONVENIENCE AND SAFETY, BARRICADES, LIGHTS AND WARNING SIGNALS .................................................................................... 15 MAINTENANCE OF DRAINAGE AND ACCESS TO MUNICIPAL AND PRIVATE UTILITIES ..................................................................................... 15 SITES TO BE KEPT CLEAN ......................................................................... 16 NOISE ELIMINATION ................................................................................... 16 USE OF EXPLOSIVES ................................................................................. 16 PROTECTION AND RESTORATION OF PROPERTY ................................. 16 EXISTING SURFACE, OVERHEAD AND UNDERGROUND STRUCTURES 17 MAINTENANCE OF SERVICE IN EXISTING STRUCTURES ...................... 18 RAILWAY AND HIGHWAY CROSSINGS ..................................................... 18 RESPONSIBILITY FOR LABOR, MATERIAL, EQUIPMENT AND DAMAGE CLAIM ........................................................................................................... 19 CONTRACTOR'S RESPONSIBILITY FOR WORK ....................................... 19 SAFETY PRECAUTIONS AND ACCIDENT PREVENTION ......................... 19 REQUIREMENTS OF CONTRACT BOND ................................................... 20 PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE .................... 20 WORKER'S COMPENSATION INSURANCE ............................................... 22 COMPLIANCE WITH EXISTING CONTRACTS BETWEEN THE ................. 22 SECTION VII - PROSECUTION AND PROGRESS ...................................................... 22 SUBLETTING OR ASSIGNMENT OF CONTRACT ...................................... 22 PROSECUTION OF WORK .......................................................................... 22 LIMITATIONS OF OPERATIONS ................................................................. 23 CHARACTER OF WORKERS AND EQUIPMENT ........................................ 23 CONTRACTOR'S RIGHT TO REQUEST CHANGES ................................... 24 TEMPORARY SUSPENSION OF WORK ..................................................... 24 SUBSTANTIAL COMPLETION ..................................................................... 24 32 GC - iii DETERMINATION AND EXTENSION OF CONTRACT TIME FOR COMPLETION .............................................................................................. 25 FAILURE TO COMPLETE WORK ON TIME ................................................ 25 RIGHT OF THE CITY TO DECLARE CONTRACTOR IN DEFAULT ............ 26 COMPLETION OF THE WORK AFTER DEFAULT ...................................... 27 PARTIAL DEFAULT ...................................................................................... 28 TERMINATION OF CONTRACTOR'S RESPONSIBILITY ............................ 28 SECTION VIII - MEASUREMENT AND PAYMENT ...................................................... 28 MEASUREMENT OF QUANTITIES .............................................................. 28 SCOPE OF PAYMENT ................................................................................. 29 WORK COVERED BY CONTRACT PRICE .................................................. 29 BASIS OF PAYMENT ................................................................................... 29 PAYMENTS FOR INCREASED OR DECREASED QUANTITIES ................ 29 PAYMENT FOR SURPLUS MATERIALS ..................................................... 29 CLAIMS AND PROTESTS ............................................................................ 30 PAYMENT FOR UNCLASSIFIED AND FORCE ACCOUNT WORK ............ 32 PARTIAL PAYMENTS .................................................................................. 33 FINAL PAYMENT .......................................................................................... 33 CERTIFICATE OF COMPLIANCE OF MINNESOTA WITHHOLDING TAX .. 34 SECTION IX - MISCELLANEOUS PROVISIONS ......................................................... 34 NONDISCRIMINATION................................................................................. 34 GOVERNMENT DATA. ................................................................................. 35 VENUE AND FORUM. .................................................................................. 35 COUNTERPARTS. ....................................................................................... 35 ELECTRONIC SIGNATURES. ...................................................................... 35 NOTICES. ..................................................................................................... 36 SEVERABILITY ............................................................................................. 36 NO WAIVER OF LEGAL RIGHTS ................................................................. 36 33 GC - 1 GENERAL CONDITIONS CITY OF GOLDEN VALLEY SECTION I - GENERAL DEFINITIONS When used in the Contract Documents, the intent and meaning of the below listed terms shall be as follows: A. "A.S.T.M." means the American Society for Testing Materials. B. "Bidder" means any individual, firm or corporation submitting a Proposal for the Work contemplated, acting directly or through a duly authorized representative. C. "City" means the City of Golden Valley, Minnesota. D. "Contract" means the entire agreement covering the performance of the Work and the furnishing of materials in the construction. E. "Contractor" means the individual, firm, partnership, corporation or company with which the City contracts and unless otherwise specified, includes subcontractors of Contractor. F. "Contract Bond" means collectively the approved forms of security furnished by Contractor and Contractor's Surety or Sureties as a guarantee of good faith on the part of Contractor to execute and pay for the Work in accordance with the terms of the Contract. G. "Contract Price" means the total amount payable by the City to Contractor, including authorized adjustments, for the performance of the Work under the Contract Documents and is stated in the Agreement. H. "Contract Time" means the period of time, including authorized adjustments, allotted in the Contract Documents for Final Completion of the Work. I. "Engineer" means the City Engineer, or her/his designee. J. "Final Completion" means the stage of construction following Substantial Completion when the Contractor has completed all written corrective measures for damaged or defective Work as determined by the Engineer, and has provided 34 GC - 2 all documents required for close out of the Contract as discussed within the Contract Documents. K. "Force Account" means the payment method used for extra work if Contractor and the Engineer are unable to negotiate prices for revised Work. L. "Force Account Work" means work completed on a Force Account basis. M. "Inspector" means an authorized representative of the Engineer, assigned to make any or all necessary inspections of the Work performed and the materials furnished by Contractor. N. "Laboratory" means the testing laboratory that shall be approved by the Engineer to inspect and determine the suitability of materials. O. "Plans" means all approved drawings or reproductions of drawings pertaining to the construction of the Work and appurtenances. P. "Proposal" means the proposal for the Work submitted by the Bidder on the Proposal Form. Q. "Proposal Form" means the approved form on which the Bidder submits its Proposal for the Work contemplated. The Proposal may also be referred to as the bid. R. "Proposal Guarantee" means the security designated in the Proposal to be furnished by the Bidder as a guarantee of good faith to enter into a contract with the City if the Work is awarded to the Bidder. S. "Specifications" means the directions, provisions and requirements contained in the Contract Documents, together with all written agreements made or to be made, pertaining to the method and manner of performing the Work, or to the quantities and qualities of materials to be furnished under the Contract Documents. T. "Substantial Completion" is the stage in the progress of the Work when the Work or a designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the City can occupy or use the Work for its intended purpose. For the avoidance of doubt, unless otherwise agreed, Substantial Completion requires all of the following to be complete: all utility and storm sewer installation (except as noted below), placement of the base course and wear course of bituminous, sidewalk and pedestrian ramps, curb and gutter, driveway pavement, signage, sod, seed, pavement markings and project cleanup. Sanitary sewer lining and wye grouting or wye lining need not be complete to achieve 35 GC - 3 Substantial Completion; however, all work related to these items shall be completed prior to Final Completion. U. "Surety" is the individual or corporate surety that is bound with and for Contractor for the acceptable performance of the Contract and for its payment of all obligations pertaining to the Work. V. "Unclassified Work" means all work and materials that are not included under any items in the Proposal and Contract, for which a unit price has been submitted. W. The "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to be provided by Contractor to fulfill Contractor's obligations. The Work may constitute the whole or a part of the Project. X. Meaning of expressions - In order to avoid cumbersome and confusing repetition of expressions in these Specifications, whenever it is provided that anything is, or is to be done or is, "contemplated," "required," "directed," "specified," "authorized," "ordered," "given," "designated," "indicated," "considered necessary," "permitted," "suspended," "approved," "acceptable," "unacceptable," "suitable," "unsuitable," "satisfactory," "unsatisfactory," or "sufficient," it shall be taken to mean and intend by or to the Engineer. FAMILIARITY WITH LAWS AND ORDINANCES Contractor is assumed to have made itself familiar with all laws, ordinances and regulations which in any manner affect those engaged or employed in the Work, or the materials or equipment used in or upon the improvement, or in any way affect the conduct of the Work. No plea of misunderstanding will be considered on account of the ignorance thereof. The provisions of such laws or ordinances are deemed to be a part of these Specifications, and Contractor shall be bound by the provisions thereof. SECTION II - AWARD AND EXECUTION OF THE CONTRACT CONSIDERATION OF PROPOSALS Comparison of proposals will be based on the correct summation of item totals, obtained from the Proposal Form. In the case of errors on a Proposal Form, the unit price shall be used to determine the correct total for a bid item. The City reserves the right to award any or all alternate bid items, or any combination thereof, in the best interest of the City. The City reserves the right to reject any or all Proposals and to waive defects or technicalities as it may deem in the best interest of the City. 36 GC - 4 EXECUTION OF CONTRACT The individual, firm, partnership, corporation or company to which the Contract has been awarded shall sign the necessary agreements, enter into a contract with the City, and shall return all necessary documents to the office of the City Clerk of Golden Valley within ten (10) days after it has received notice of award. FAILURE TO EXECUTE CONTRACTS Failure to furnish the Contract Bonds in the sum equal to the amount of the award, or to execute the Contract within ten (10) days as specified, shall be just cause for annulment of the award. It shall be understood by the Bidder that, in the event of annulment of the award, the amount of the Proposal Guarantee deposited with the Proposal shall be retained by the City, not as a penalty, but as liquidated damages to compensate the City for additional costs and expenses. SECTION III - SCOPE OF WORK INTENT OF PLANS AND SPECIFICATIONS The intent of the Plans and Specifications is to prescribe the complete Work or improvement that Contractor undertakes to do. The Plans and Specifications shall be read and interpreted in conjunction with the Contract Documents. Unless otherwise provided, it is understood that Contractor shall furnish all labor, material, equipment, tools, transportation, necessary supplies and incidentals as may reasonably be required to complete the Work in accordance with the Plans, Specifications and other Contract Documents. The approved Plans are on file in the office of the City Clerk, City of Golden Valley, Golden Valley City Hall, 7800 Golden Valley Road, Golden Valley, Minnesota 55427, and show the location, details and dimensions of the Work. Any deviations from the Contract Documents as may be required during construction shall, in all cases, be determined by the Engineer and authorized in writing by the Engineer before such deviations are consummated. The City may attach addenda to these Specifications, to be filed with such Specifications and incorporated as part thereof, at the office of the City Clerk of Golden Valley. Bidders shall be responsible to examine such Specifications as are on file for addenda before submitting Proposals. INCREASED OR DECREASED QUANTITIES OF WORK The Engineer shall have the sole right to increase or decrease any or all of the items specified in the Contract Documents, including the elimination of any one or more 37 GC - 5 items. Such changes shall not invalidate the Contract. If quantities originally contemplated are materially changed, Contractor shall request a cost adjustment in writing in compliance with the Change Order requirements set forth in Section 3 herein. Approval of any such cost adjustment shall be at the sole discretion of the Engineer and the Engineer’s decision shall be final on any and all matters concerning cost adjustment. No payment for changed items shall be made to Contractor until both parties have signed the Change Order. Except in the case of minor changes in the Work approved or ordered by the Engineer in accordance with Section III (3)(D), or ordered by the Engineer in accordance with Section III (3)(C), Contractor may make substitutions only with the consent of the City, after evaluation and written approval by the Engineer and in accordance with a Change Order. CHANGES IN THE WORK A. GENERAL Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Section and elsewhere in the Contract Documents. A Change Order shall be based upon agreement between the City and Contractor. A Construction Change Directive may be issued by the Engineer and may or may not be agreed to by Contractor. An order for a minor change in the Work may be issued by the Engineer alone and shall not involve a change in the Contract Price or Contract Time. Changes in the Work shall be performed under applicable provisions of the Contract Documents. Contractor shall proceed promptly with changes in the Work, unless otherwise provided in the Change Order, Construction Change Directive, or order for a minor change in the Work. B. CHANGE ORDERS A Change Order is a written instrument prepared by the Engineer and signed by the City and Contractor stating their agreement upon all of the following: i) The change in the Work; ii) The amount of the adjustment, if any, in the Contract Price; and iii) The extent of the adjustment, if any, in the Contract Time. C. MINOR ALTERATIONS OF PLANS OR CHARACTER OF WORK The Engineer may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Price or Contract Time. The Engineer’s order for minor changes shall be made in writing. If Contractor believes that the proposed minor change in the Work will affect the Contract Price or Contract Time, Contractor shall notify the Engineer and shall 38 GC - 6 not proceed to implement the change in the Work. If Contractor performs the Work set forth in the Engineer’s order for a minor change without prior notice to the Engineer that such change will affect the Contract Price or Contract Time, Contractor waives any adjustment to the Contract Price or extension of the Contract Time. D. ELIMINATION OF WORK Should the City eliminate any Contract items from the Contract, delete any Work, or order termination on a Contract item before completion of that unit, Contractor shall be reimbursed for all costs incurred prior to notification that are not the result of unauthorized work. Compensation will be made on the following basis: i) Accepted quantities of Work completed in accordance with the Contract will be paid for at the Contract prices. ii) For materials that have been ordered but not incorporated in the Work, reimbursement will be made in accordance with the procedure set out for Surplus Material. iii) For partially completed items, accepted Work shall be paid for on the basis of a percentage of the Contract bid price equal to the percentage of actual accomplishment toward completion of the item. In arriving at this percentage, the value of materials incorporated in the partially completed items will be considered to be the actual purchase price of the materials, plus transportation costs, to which will be added fifteen percent (15%) of the sum thereof. Contractor shall also be reimbursed for such actual expenditures for equipment, mobilization, and overhead as the City considers directly attributable to the eliminated work and that are not recovered as part of the direct payment for the Work. Payment for completed Work at the Contract prices and for partially completed Work and materials in accordance with the above provisions, together with such other allowances as are made for fixed costs, shall constitute final and full compensation for the Work related to those Contract items that have been partially or totally eliminated from the Contract. UNCLASSIFIED WORK All work and materials that are not included under any items in the Proposal or Contract Documents and for which a unit price has been submitted, shall be designated as Unclassified Work. Before any Unclassified Work is performed, the Engineer shall submit to Contractor for its acceptance, a Change Order stating the location, nature, estimate of quantities, and basis of payment of work to be performed. When this Change Order has been signed by both parties, it shall become part of the Contract. 39 GC - 7 Any Change Order shall stipulate a unit price or lump sum for the performance of work. Where a change in the Contract Price or Contract Time cannot be agreed upon, the Unclassified Work shall be completed pursuant to a Construction Change Directive and payment shall be made on a Force Account basis. CONSTRUCTION CHANGE DIRECTIVES A Construction Change Directive is a written order prepared by the Engineer directing a change in the Work prior to agreement on adjustment, if any, in the Contract Price or Contract Time, or both. The City may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Price and Contract Time being adjusted accordingly. A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. If the Construction Change Directive provides for an adjustment to the Contract Price, the adjustment shall be made as provided in Section VIII below. If Contractor disagrees with the adjustment in the Contract Price or Contract Time, Contractor may make a Claim in accordance with applicable provisions of Section VIII(6). Upon receipt of a Construction Change Directive, Contractor shall promptly proceed with the change in the Work involved and advise the Engineer of Contractor’s agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Price or Contract Time. When the City and Contractor agree with a determination made by the Engineer concerning the adjustments in the Contract Price and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Engineer shall prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. A Construction Change Directive signed by Contractor indicates Contractor’s agreement therewith, including adjustment in Contract Price and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. FINAL CLEAN-UP Upon completion of the Work and before acceptance, issuance of the Certificate of Final Completion and final payment, Contractor shall remove from the street and adjacent property, all surplus and discarded materials, equipment, rubbish and temporary structures; restore in an acceptable manner all property, both public and private, which has been damaged during the prosecution of the Work; and shall leave the site in a neat and presentable condition subject to the approval of the Engineer. 40 GC - 8 SECTION IV - CONTROL OF WORK AUTHORITY OF ENGINEER The Engineer shall decide any and all questions which may arise as to (1) the quality and acceptability of materials furnished and Work performed; (2) the manner of performance and rate of progress of the Work; (3) the interpretation of the Plans and Specifications; (4) the acceptable fulfillment of the Contract on the part of Contractor; and (5) the amount and quantity of the several kinds of Work performed and materials furnished under the Contract. CONFORMITY WITH PLANS AND ALLOWABLE DEVIATIONS No deviations from the Plans or the approved working drawings shall be permitted without the written approval of the Engineer. COORDINATION OF PLANS AND SPECIFICATIONS Contractor shall take no advantage of any apparent error or omission in the Plans or Specifications, and the Engineer shall be permitted to make such corrections and interpretations as may be deemed necessary for the fulfillment of the Plans and Specifications. Any work not specified herein or in the Plans, but which may be fairly implied or understood as included in the Contract, shall be completed by Contractor without extra charge. Any ambiguity or discrepancy in the Plans or Specifications shall be adjusted by using the best class of work or materials. In the case of any discrepancy between the scale and figures in the Plans, drawings, etc., the figured dimensions shall govern. In the case of any discrepancy between the quantities shown in the Proposal and those shown in the Plans, the Plans shall prevail. In case any other discrepancy occurs between the Plans and the Specifications, the decision of the Engineer shall be decisive thereon. COOPERATION BY CONTRACTOR The City shall supply Contractor with five copies of the Plans and Specifications. Contractor shall have said Plans and Specifications available at the Project at all times during the prosecution of the Work. Contractor shall give the Work its constant attention to facilitate progress and shall cooperate with the Engineer in setting and preserving stakes, benchmarks, etc., and in all other things that are necessary for satisfactory completion of the Work. Contractor shall have a competent and reliable superintendent acting as Contractor’s representative on the job at all times. This representative shall supervise all of Contractor’s workforce, including its subcontractors, during all phases and in all aspects of the Work. All orders from the Engineer shall be directed through the superintendent. 41 GC - 9 Contractor shall provide a list, as deemed necessary by the Engineer, of emergency contacts, including names and 24-hour telephone numbers, to the City. CARE AND PROTECTION OF WORK AND MATERIALS From the commencement of the Work until the final acceptance of the same, Contractor shall be solely responsible for the care of the Work and for the materials delivered to the site and intended to be used in the Work. All injury or damage to the same from whatever cause, shall be made good at Contractor’s expense. Contractor shall provide suitable means of protection for and shall protect all materials intended to be used in the Work and shall provide similar protection for all Work in progress as well as completed Work. Contractor shall at all times take all necessary precautions to prevent injury or damage to the Work in progress, including but not limited to protection for damage or injury caused by flood, freezing, or inclement weather of any kind. Only approved methods shall be used for this purpose. AUTHORITY AND DUTY OF INSPECTOR The Inspector shall be authorized to inspect all Work and materials furnished. Such inspection may extend to all or any part of the Work and to the preparation or manufacture of the materials to be used. An inspector shall be stationed on the Work to report to the Engineer as to the progress of the Work and the manner in which it is being performed. The Inspector shall also report to the Engineer whenever it appears that the materials furnished or the Work performed by Contractor fail to fulfill the requirements of the Specifications and Contract, and shall bring any such failure or other infringement to Contractor’s attention. Such inspection, however, shall not relieve Contractor from any obligation to perform all of the Work strictly in accordance with the requirements of the Specifications. In case of any dispute arising between Contractor and the Inspector as to materials furnished or the manner of performing the Work, the Inspector shall have the authority to reject materials or suspend the Work until the questions at issue can be referred to and decided by the Engineer. If Contractor uses rejected materials or fails to suspend the Work, all Work performed by Contractor under such suspension or rejection shall be considered unauthorized work and subject to rejection or replacement by Contractor at Contractor’s expense. The Inspector shall not be authorized to revoke, alter, enlarge, relax or release any requirements of these Specifications nor to approve or accept any portion of the Work, or to issue instructions contrary to the Plans and Specifications. The Inspector shall in no case act as foreman or perform other duties for Contractor, nor shall the Inspector interfere with the management of the Work by Contractor. Any advice that the Inspector may give to Contractor shall in no way be construed as binding upon the City in any way, nor shall any such advise release Contractor from fulfillment of the terms of the Contract. 42 GC - 10 INSPECTION The Engineer or the Engineer’s representative shall be allowed access to all parts of the Work at all times and shall be furnished such information and assistance by Contractor as may be required to make a complete and detailed inspection. Such inspection may include mill, plant, or shop inspection of materials and workmanship. UNAUTHORIZED WORK Work done without lines and grades, Work done beyond the lines and grades shown on the Plans, or as given, except as herein provided, or any Unclassified Work done without written authority shall be considered unauthorized and at the expense of Contractor and will not be measured or paid for by the City. Work so done may be ordered removed and replaced at Contractor's expense. DEFECTIVE WORK All Work not conforming to the requirements of the Contract Documents shall be considered defective and may be rejected by the Engineer by providing written notice of the defect to Contractor. Contractor shall promptly correct Work rejected by the Engineer or failing to conform to the requirements of the Contract Documents and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Engineer’s services and expenses made necessary thereby, shall be at Contractor’s expense. Should Contractor fail or refuse to remove or renew any defective Work, or to make any necessary repairs in an acceptable manner and in accordance with the requirements of the Contract Documents within the time indicated by the City, the Engineer shall have the authority to cause the unacceptable or defective Work to be removed and renewed or repaired at Contractor's expense. Any expense incurred by the City in making these removals, renewals or repairs, which Contractor has failed or refused to make, shall be paid for out of any monies due or which become due Contractor, or may be charged against the Contract Bonds. Continued failure or refusal on the part of Contractor to make any or all necessary repairs promptly, fully and in an acceptable manner shall be sufficient cause for the City, at its option, to purchase materials, tools and equipment, and employ labor or to contract with any other individual, firm or corporation, to perform the Work. All costs and expenses so incurred shall be charged against Contractor and the amount thereof deducted from any monies due or which may become due to Contractor under this Contract, or shall be charged against the Contract Bonds. Any work performed, as described in this section, shall not relieve Contractor in any way from its responsibility to perform the Work. The City shall also have authority to take over and use defective Work without compensation to Contractor, when Contractor fails or refuses to rebuild such defective Work. 43 GC - 11 FINAL INSPECTION The Engineer will make final inspection of all Work, and any portion thereof, as soon as practicable after notification by Contractor that such Work is nearing completion. If the inspected Work is not acceptable to the Engineer at the time of the Engineer ’s inspection, the Engineer shall advise Contractor in writing as to the particular defects to be remedied. If, within a period of ten (10) days after such notification, Contractor has not taken steps to speedily complete the Work as directed, the Enginee r may, without further notice and without in any way impairing the Contract, make such other arrangements as the Engineer may deem necessary to have such Work completed in a satisfactory manner. The cost of completing such Work shall be deducted from any monies due, or which may become due Contractor on the Contract. GUARANTEE In addition to Contractor’s obligations under Section IV paragraph 9, if, within one year after the date of Final Completion of the Work, or by terms of any applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, Contractor shall correct it promptly after receipt of notice from the City to do so, unless the City has previously given Contractor a written acceptance of such condition. The City shall give such notice promptly after discovery of the condition. If, during the one -year period for correction of Work, the City fails to notify Contractor and give Contractor an opportunity to make the correction, the City waives the right to require correction by Contractor and to make a claim for breach of warranty. If Contractor fails to correct nonconforming Work within a reasonable time after receipt of notice from the City, the City may correct the Work at Contractor’s expense. The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Final Completion by the period of time between Final Completion and the actual completion of that portion of the Work. The one - year period for correction of Work shall not be extended by corrective Work performed by Contractor pursuant to this Section. Nothing contained in this Section shall be construed to establish a period of limitation with respect to other obligations Contractor has under the Contract Documents. Establishment of the one-year period for correction of Work as described in this Section relates only to the specific obligation of Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish Contractor’s liability with respect to Contractor’s obligations other than specifically to correct the Work. 44 GC - 12 FOSSILS If any fossils or treasure or other unusual or valuable geological formations are found in the process of excavating, such fossils and sample of geological formations shall be carefully preserved by Contractor and given to the Engineer and shall be the property of the City. SECTION V - CONTROL OF MATERIALS SOURCE AND QUALITY OF MATERIALS The source of supply of the materials to be used shall be approved by the Engineer before delivery is started. The approval of the source of any material will stand only so long as the material itself conforms to the Specifications. Only materials conforming to the requirements of these Specifications shall be used in the Work. The source of any materials shall not be changed at any time without the written approval of the Engineer. Contractor may be required, at any time, to furnish a complete statement of the original composition and manufacturer of any or all materials required in the Work, or to submit sample of the same. STANDARD STOCK PRODUCTS All materials, supplies and articles furnished shall, whenever so specified, and otherwise wherever practicable, be the standard stock products of recognized, reputable manufacturers. The standard stock products of manufacturers other than those specified may be accepted when it is proved to the satisfaction of the Engineer that they are equal to or better than the specified products in strength, durability, usefulness and convenience for the purpose intended. Whenever reference is made herein to A.S.T.M. Specifications, it shall be understood that the latest revision of the A.S.T.M. at the time of award of Contract is implied. TESTS OF MATERIALS When tests of materials are necessary, such tests shall be made by and at the expense of the City unless otherwise provided. Contractor shall afford such facilities as the Engineer may require for collecting and forwarding samples, and shall not use the materials represented by the samples until tests have been made and the materials have been found to satisfy the requirements of these Specifications. Contractor shall, in all cases, furnish the required samples without charge. The quantity of materials Contractor must furnish shall be a reasonable amount, deemed by the Engineer, to effectively test such materials to verify compliance with the Specifications and/or meet requirements from non-City funding sources. 45 GC - 13 STORAGE Materials shall be stored so as to insure the preservation of their quality and fitness for the Work and such materials, even though approved before storage, shall be subject to test, and must meet the requirements of these Specifications at the time it is proposed to incorporate them in the Work. Materials shall be stored in a manner that will facilitate inspections and protect the general public from injury. The portion of the right-of-way not required for public travel may, with the consent of the Engineer, be used for storage purposes, and for the placing of Contractor's plant and equipment, but any additional space required, unless otherwise stipulated, shall be provided by Contractor at its expense. DEFECTIVE MATERIALS All materials not conforming to the requirements of these Specifications shall be considered as defective and all such materials, whether in place or not, will be rejected and shall be removed immediately from the right-of-way unless otherwise permitted by the Engineer. No material that has been rejected - the defects on which have been corrected or removed - shall be used until the Engineer’s written approval has been given. FAILURE TO REMOVE DEFECTIVE MATERIALS Should Contractor fail or refuse to remove and renew any defective materials within the time indicated in writing, the Engineer shall have the authority to cause the unacceptable or defective materials to be removed and renewed at Contractor's expense. Any expense incurred by the City in making these removals or renewals, which Contractor has failed or refused to make, shall be paid for out of any monies due or which may become due Contractor under this Contract, or may be charged against the "Contract Bond" deposited. SECTION VI - LEGAL RELATIONS AND RESPONSIBILITY TO PUBLIC LAWS TO BE OBSERVED Contractor shall observe and comply with all laws, ordinances, regulations and decrees which may, at any time or in any manner, affect the equipment or materials used at the Project, the conduct of the Work or those employed to complete the Work. No plea of misunderstanding will be considered on account of the ignorance thereof. Contractor further agrees that in connection with the employment and hiring of the labor necessary for the performance of the Work, or any subcontract hereunder, Contractor will not discriminate against any person or persons contrary to the provisions of Minnesota Statutes 181.9, which is hereby incorporated by reference. 46 GC - 14 Contractor and Contractor’s Surety shall, indemnify and save harmless the City and all of its officers, agents and servants against any claim or liability arising from or based on the violation of any law, ordinance, regulation or decree, whether by itself or its employees. If Contractor shall discover any provisions in the Plans, Contract, or these Specifications or any direction of the Engineer or Inspector which is contrary to or inconsistent with any such law, ordinance, regulation or decree, Contractor shall immediately report its inconsistency to the Engineer in writing. PERMITS AND LICENSES Contractor shall procure all permits and licenses as required in the Contract documents, pay all charges and fees and give all notices necessary and incidental to the due and lawful prosecution of the Work. PATENTED DEVICES, MATERIALS AND PROCESSES If the Contract requires, or Contractor desires the use of any design, device, material or process covered by letter, patent or copyright, trademark or trade name, Contractor shall provide for such use by suitable legal agreement with the patentee or owner allowing use of such design, devise, material or process in the Work. A copy of said agreement shall be filed with the City. If no such agreement is made or filed as noted, Contractor and Contractor’s Surety shall indemnify and save harmless the City from any and all claims for infringement by reason of the use of any such patented design, device, material or process, or any trademark or trade name or copyright in connection with the Work agreed to be performed under the Contract, and shall indemnify the City for any costs, expenses and damages which it may be obliged to pay, including costs, expense and attorneys’ fees incident to litigation by reason of any such infringement at any time during the prosecution or after the completion of the Work. SANITARY PROVISIONS Contractor shall observe and comply with all laws, rules and regulations of the State and Local Health Authorities and shall take such precautions as are necessary to avoid creating unsanitary conditions. Contractor shall provide and maintain suitable sanitary conveniences for the use of all persons employed on the Project. Such facilities shall be properly screened from public observation, in sufficient numbers, in such manner and at such points as shall be approved by the Engineer. Contractor shall rigorously prohibit committance of nuisances within, on or about the Work. Any employee found violating these provisions shall be discharged and not again employed on the Work without the written consent of the Engineer. Contractor shall supply sufficient drinking water to all of the work force employed, but only from such sources as shall be approved by 47 GC - 15 the Engineer. Contractor shall also obey and enforce such other sanitary regulations and orders and shall take such precautions against infectious disease as may be deemed necessary by the Engineer. PUBLIC CONVENIENCE AND SAFETY, BARRICADES, LIGHTS AND WARNING SIGNALS Where the Work is carried on in or adjacent to any street, alley or public place, Contractor shall, at Contractor’s own cost and expense, furnish and erect such barricades, fences, lights and danger signals, and shall take such other precautionary measures for the protection of persons and property and of the Work as is necessary or required by the Contract Documents. Excavations in or adjacent to public streets or alley in which water stands more than one (1) foot deep or where banks of the excavation are subject to collapse or cave-in shall be securely barricaded with snow fence so as to prevent access by children and adults during the period when work is not being carried on at the site of excavation. Barricades shall be painted in a color and reflectorized in accordance with the provisions of the most current version of the Minnesota Manual of Uniform Traffic Control Devices (“MMUTCD”). From sunset to sunrise, Contractor shall furnish and maintain at least two (2) flashing lights at each barricade. A sufficient number of barricades shall be erected to keep vehicles from being driven on or into any of the Work and to warn pedestrians and children of the existence of the excavation at all open points. When a detour is necessary because a street is blocked by the Work, the Engineer shall designate its route and Contractor shall furnish and post detour signs at places designated approved by the Engineer. All signs shall be in accordance with the most current version of the MMUTCD and appendices. Contractor shall be responsible for all damage to the Work due to failure of barricades, signs, and lights to protect it, and whenever evidence of such damage is found, the Engineer may order the damaged portion immediately removed and replaced by Contractor at Contractor’s expense. Contractor's responsibility for the maintenance of barricades, signs and lights, and for providing the watchmen, shall not cease until the Project has been accepted by the City. MAINTENANCE OF DRAINAGE AND ACCESS TO MUNICIPAL AND PRIVATE UTILITIES On all Work, Contractor shall provide and maintain free access to gas valves, manholes and similar facilities. Contractor shall also provide and maintain free access to all fire hydrants, gate valves, manholes, and appurtenant equipment of the City’s water distribution and sanitary sewer systems. Contractor shall provide for the flow of all water courses, storm sewers and storm drains, and shall keep all gutters and waterways open or make other provisions for the free removal of storm water. Contractor shall be liable for any damages or costs 48 GC - 16 incurred by the City due to flood conditions, or backing up of sanitary or storm sewers or storm drains caused by the Work. Contractor also agrees to indemnify the City and its agents and employees against claims relating to or arising from any such backups or flooding. SITES TO BE KEPT CLEAN Contractor shall clean and keep clean from waste materials or refuse resulting from its operations, the streets, the Work and public property occupied by Contractor. Equipment not usable on the Work shall be promptly removed and the adjacent premises maintained in a neat and orderly condition at all times. Advertising signs in general will not be permitted at the Project. NOISE ELIMINATION Contractor shall eliminate noise to as great an extent as possible at all times. Air compressing plants shall be equipped with silencers, and the exhausts of all gasoline motors or other power equipment shall be provided with mufflers approved by the Engineer. USE OF EXPLOSIVES If it is necessary to use explosives in the performance of the Work, Contractor shall take out permits and comply with all laws, ordinances and regulations governing same. Contractor shall fully protect all completed Work as well as all overhead, surfaces or underground structures and shall be liable for any damage done to the Work or other structures on public or private property and injuries sustained by persons by reason of the use of explosives in Contractor’s operations. Explosives shall be handled, used and fired only by experienced personnel. All firing shall be done by electricity. All explosive supplies shall be safely stored and protected in an approved manner. All such storage places shall be marked clearly, "DANGEROUS – EXPLOSIVES". Caps or other exploders shall not be stored at the place where dynamite or other explosives are stored. PROTECTION AND RESTORATION OF PROPERTY Where the Work passes over or through private property, the City shall secure a license, right of entry, right-of-way agreement or easement. Contractor shall not receive any extra compensation or be entitled to any extras because of delay on the part of the City in obtaining right-of-way or easement access. Contractor shall not enter upon private property for any purpose without obtaining written permission from the property owner. Contractor shall, at Contractor’s own expense, protect and restore any public or private property damaged or injured in consequence of any act or omission on Contractor’s part or on the part of Contractor’s employees or subcontractors, to a condition equal to or better than that existing before such damage or injury occurred. If Contractor neglects to restore or make good such damage or injury, the Engineer may, upon forty-eight (48) hours’ notice, proceed to 49 GC - 17 restore or make good such damage or injury and to order the cost thereof deducted from any monies that are or may come due to Contractor. Contractor shall restore at Contractor’s own expense all parks, streets, alleys, roads, or public highways, and the public structures and improvements which may occupy such parks, streets, roads, alleys, or public highways, including but not limited to water mains, water connections and appurtenances, sewer, manholes, catch basins, and sewer connections, ornamental light poles, and cables. All persons, firms, trustees, and corporations having buildings, structures, works, conduits, mains, pipes, tracks, poles, wires, cables, ducts, or other physical structures and improvements in, over, or under the public lands, streets, roads, alleys, or highways, shall be notified by the City to shift, adjust, accommodate or remove any such interfering works so as to comply reasonably with the requirements of construction. Thereafter, Contractor shall be responsible for all just and proper claims for damages caused to or on account of such interference or removal, and shall at Contractor’s own cost and expense reimburse such persons, firms, trustees and corporations all just and proper claim for such removal and replacement or repair. Contractor shall include the cost of such interference, removal and replacement in the various affected unit and lump sum prices, and no separate payment will be made to Contractor for any cost involved by reason of any causes or situations arising from such interference, removal or replacement. Land monuments shall not be moved or otherwise disturbed except as may be directed by the Engineer. EXISTING SURFACE, OVERHEAD AND UNDERGROUND STRUCTURES Prior to construction, Contractor shall obtain field locations or other assistance as may be required to determine the existence and location of gas mains and other private utilities, as well as public utilities of the City, County or State, which may be underground or overhead within street and highway rights-of-way or within easements and which may be interfered with by the Work. Existing underground, surface or overhead structures are not necessarily shown on the Plans, and those shown are only correct to the level of accuracy permitted by the locations both from field located and record drawings, established by the utility owners. The City does not assume any responsibility for the accuracy of the disclosed locations. Contractor shall be responsible for all verifying all utility location by contacting Gopher State One-Call (651.454.0002) prior to beginning the Work. Contractor shall also make such investigations as are necessary to determine the extent to which existing structures may interfere with the Work prior to submitting its Proposal. The sizes, locations and depths of such structures as are shown on the Plans and profiles are only approximate and Contractor shall satisfy itself as to the accuracy of the information given. 50 GC - 18 Contractor shall not claim or be entitled to receive compensation for any damages sustained by reason of the inaccuracy of the omission of any of the information given on the drawings relative to the surface, overhead or underground structures or by reason of Contractor’s failure to properly protect and maintain such structures. Contractor shall exercise extreme care in crossing, or working adjacent to, all utilities and shall be responsible to protect and maintain their operation during the Work. Contractor shall restore, at its expense, any public structures such as, including but not limited to, water mains, water connections, and appurtenances, sewers, manholes, catch basins, culverts, and sewer connections which are damaged or injured in any way by Contractor’s acts or the acts of its employees, agents or subcontractors. Contractor shall indemnify and save harmless the City from any suit, claim, demand or expense, including attorneys’ fees and costs, brought for or on account of any damage, maintenance, removal, replacement, or relocation of mains, conduits, pipes, poles, wires, cables or other structures of private utility firms or corporations whether underground or overhead, that may be caused or required by Contractor during the Work. However, in cases involving an overhead or underground privately owned utility installed and located in accordance with a permit issued by the City, if, in the opinion of the Engineer, the relocation of said utility is required to facilitate the Work, the City shall provide for such relocation, to the extent allowed under the permit or applicable law. MAINTENANCE OF SERVICE IN EXISTING STRUCTURES All existing overhead, surface or sub-surface structures, together with all appurtenances and service connections except those otherwise provided for herein, encountered or affected in any way during Work shall be maintained in service at all times unless other arrangements satisfactory to the agencies responsible for such utility are made. The cost of this work shall be included in the price paid under the items applicable thereto and there shall be no separate payment for it. RAILWAY AND HIGHWAY CROSSINGS Where the Work encroaches upon any right-of-way of any railway, State or County Highway, the City shall make application for the necessary easement or permit for the Work. Where railway tracks or highways are to be crossed, Contractor shall observe all regulations and instructions of the railway company and Highway Department and other applicable federal, state or local regulations as to methods of doing the Work, or precautions for safety of property and the public. Contractor will not be paid compensation for such railway or highway crossing applications or regulations unless otherwise provided for in the Proposal or other Contract Documents. 51 GC - 19 RESPONSIBILITY FOR LABOR, MATERIAL, EQUIPMENT AND DAMAGE CLAIM To the fullest extent permitted by law, Contractor shall indemnify and hold harmless the City and its agents and employees from and against claims, damages, losses, and expenses, including but not limited to attorneys’ fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, but only to the extent caused by the negligent acts or omissions of Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section or any other obligations of indemnity under the Contract Documents. In claims against any person or entity indemnified under this Section by an employee of Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for Contractor or a Subcontractor under workers’ compensation acts, disability benefit acts, or other employee benefit acts. CONTRACTOR'S RESPONSIBILITY FOR WORK Until acceptance, the Work and all materials shall be under Contractor’s charge and care, and Contractor shall take every reasonable precaution against injury or damage to the Work or to any part thereof by the action of the elements or from any other cause whatsoever. Contractor shall rebuild, repair, restore and make good, at Contractor’s own expense, all injuries or damages to any portion of the Work occasioned by any of the above causes before its completion and acceptance. SAFETY PRECAUTIONS AND ACCIDENT PREVENTION Contractor shall observe and comply with all requirements of the Engineer as to the safety of the workforce to be employed on the Project. Contractor shall also comply with all safety measures recommended or required by any governmental agency, including the Department of Labor and Industry and the Division of Accident Prevention of the Industrial Commission of Minnesota, and with the requirements of the Worker's Compensation Act and any amendments thereto. Contractor shall be responsible for all safety issues on the Project. Contractor must, however, comply with all orders from the City for implementing any additional requirements relating to safety concerns. 52 GC - 20 REQUIREMENTS OF CONTRACT BOND The successful Bidder, at the time of the execution of the Contract, shall furnish, and at all times, maintain a satisfactory and sufficient PERFORMANCE BOND AND PAYMENT BOND, each in the full amount of the Contract, as required by law, with Sureties satisfactory to the City. The form of the Contract Bond is that required by Statute. Personal Sureties will not be approved. The Contract Bond shall be acknowledged by both principal and Surety, and the execution thereof witnessed by two witnesses as to each party. Minnesota Statutes, Chapter 13, requires that the City make all payment and performance bonds available for inspection and copying upon request. All claims on Contractor’s Bonds shall be brought in accordance with the requirements of Minnesota Statutes Chapter 574. PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE Contractor shall purchase and maintain, at Contractor’s own cost and expense, insurance of the types and limits of liability, containing endorsements and subject to the terms and conditions described herein and in the Contract Documents, including but not limited to property damage and public liability coverage. The City shall be named as an additional insured under Contractor’s policies of insurance. The policies of insurance shall indemnify the City and all of its officers, agents, consultants and employees, from all property or personal injury claims. Contractor shall not commence the Work until it has obtained all the insurance described below, provided proof of such coverage to the City, and the City has approved Contractor’s insurance. All policies and certificates shall provide that the policies shall remain in force and effect throughout the term of the Contract. A. Policy Requirements i) Worker’s Compensation Insurance: a. Statutory Compensation Coverage: b. Coverage B – Employer’s Liability with limits of not less than: 1. $100,000 Bodily Injury per Disease per Employee 2. $500,000 Bodily Injury per Disease Aggregate 3. $100,000 Bodily Injury by Accident ii) Automobile Liability Insurance: a. Minimum Limits of Liability: 1. $2,000,000 – Per Occurrence – Bodily Injury and Property Damage Combined Single Limit b. Coverages: X Owned Automobile, if any X Non-Owned Automobile 53 GC - 21 X Hired Automobile X City of Golden Valley named as Additional Insured iii) General Liability Insurance: a. Minimum Limits of Liability: 1. $2,000,000 – Per Occurrence 2. $3,000,000 – Annual Aggregate b. Coverages: X Bodily Injury X Property Damage X Personal Injury X Blanket Contractual X City of Golden Valley named as Additional Insured iv) Professional Liability/Miscellaneous Liability Insurance: Coverage for negligent acts, errors or omissions arising out of the performance of professional services included in the Contract coverage shall continue for a minimum of five (5) years. a. Minimum limit of liability of $2,000,000 per occurrence b. Deductible not to exceed $5,000 (if in excess, submit certified financial statement) c. If Claims-Made, please complete the following: If prior acts coverage is restricted, advise the retroactive date of coverage: ______________. Contractor’s policy(ies) shall be primary and non-contributory to any other valid and collectible insurance available to the City with respect to any claim arising out of this Contract, and shall provide the City with thirty (30) days advance written notice of cancellations, non-renewals or reduction in limits or coverage or other material change. Contractor is responsible for payment of insurance deductibles. If Contractor is self- insured, a Certification of Self-Insurance must be attached. Insurance companies must have an “AM Best” rating of A -, class V or better, and be authorized to do business in the State of Minnesota and must be satisfactory to the City. Each subcontractor shall furnish property damage and public liability insurance that complies with all of the requirements stated, except as to amounts. Subcontractors shall furnish property damage insurance and public liability insurance in amount proportionate to their respective subcontracts, but such amounts shall be satisfactory to the Engineer. 54 GC - 22 WORKER'S COMPENSATION INSURANCE Contractor shall furnish Worker's Compensation Insurance for its employees, and must comply with all Worker's Compensation Laws for the state of Minnesota. The insurance company or companies, or the manner in which the compensation insurance is carried, must be satisfactory to the City and to the Minnesota Industrial Commission. The cost of Worker's Compensation Insurance shall be included in all lump sum and unit cost items under this Contract. COMPLIANCE WITH EXISTING CONTRACTS BETWEEN THE CITY OF GOLDEN VALLEY AND OTHERS Contractor shall familiarize itself with all terms and provisions of contracts between the City of Golden Valley and the City of Minneapolis in regards to wholesale purchase of potable water; and with the Cities of Crystal and New Hope for the storage distribution of potable water as may apply. Contractor shall similarly familiarize itself with other contracts between the City of Golden Valley and other municipalities, firms, corporations, or individuals relating in any manner whatsoever to the subject matter of this Contract and shall conform to all of the requirements of said contracts and shall do nothing which shall violate any of the provisions or conditions imposed upon the City. SECTION VII - PROSECUTION AND PROGRESS SUBLETTING OR ASSIGNMENT OF CONTRACT Contractor shall not sublet, sell, transfer, assign or otherwise dispose of the Contract or any portion thereof, or of the Work, or of Contractor’s right, title or interest therein, to any person, firm or corporation without the written consent of the City and Contractor's Surety, and such consent shall not relieve Contractor in any way of full responsibility for the performance of this Contract. Contractor shall include a list of subcontractors with the Proposal. The City reserves the right to reject any or all of the subcontractors. PROSECUTION OF WORK All dealings of the City will be with Contractor. No Work shall be started until the Contract has been executed and written notice to proceed has been given to Contractor. Definite notice of intention to start the Work shall be given to the City at least five (5) days in advance of beginning the Work. Such starting time shall be within ten (10) calendar days after the date of receipt by Contractor of written notice to proceed. The official starting time shall be taken as the date on which Contractor is notified in writing by the Engineer that Contractor has fulfilled all preliminary requirements of 55 GC - 23 the City. The official Contract Time shall be in accordance with the Special Conditions. Should the prosecution of the Work be discontinued temporarily by Contractor for any reason, Contractor shall notify the Engineer at least twenty -four (24) hours before again resuming operations and shall not resume operations until it receives written approval from the Engineer. Unless otherwise provided for elsewhere in these Specifications, Contractor shall notify the City of the location at which Contractor intends to begin operations. The Engineer shall have the right to change the point of beginning or the points of operation of Contractor's work force. The Work shall be prosecuted in such manner as to ensure its completion within the Contract Time. In case of failure to prosecute the Work in such a manner as to ensure its completion within the Contract Time, the Engineer shall have the right to require Contractor to place in operation such additional force and equipment as are deemed necessary by the Engineer. LIMITATIONS OF OPERATIONS In case of a dispute arising between two or more Contractors engaged on the same work as to the respective rights or each under these Specifications, the Engineer shall determine the matters at issue and shall define the respective rights of the various interests involved in order to secure the completion of all parts of the Work in harmony and with satisfactory results. Any such decisions by the Engineer shall be final and binding on all parties and shall not in any way give rise to or provide a basis for a claim for extra compensation by any of the parties. CHARACTER OF WORKERS AND EQUIPMENT Contractor shall employ such superintendents, foreperson and workers as are careful and competent, and the Engineer may demand in writing the dismissal of any person or persons employed by Contractor in, about or upon the Work, who engages in misconduct, or who is incompetent or negligent or refuses to comply with the direction given. Any such person or persons shall not be employed again at the Project without the written consent of the Engineer. Should Contractor continue to employ such person or persons at the Project, the City may withhold all payments which are or may become due, or the Engineer may suspend the Work until the offending persons are dismissed. Contractor shall not employ any minors, as defined by the Minnesota Worker's Compensation Act, on the Project. Contractor shall keep on the Project, during its progress, a competent superintendent and any necessary assistants, all satisfactory to the Engineer. The Superintendent shall meet all requirements contained in the Contract Documents, including but not limited to those enumerated in Section 10 of the Special Conditions, and shall not be changed except with the consent of the Engineer, unless the superintendent proves unsatisfactory to Contractor and ceases to be in Contractor’s employ. The superintendent shall represent Contractor in all matters 56 GC - 24 and have the authority to obtain equipment and manpower as needed to complete the Work. All directions given to the superintendent shall be as binding as if they were given to Contractor. All machinery and equipment owned or controlled by Contractor which is proposed to be used by Contractor on the Work shall be of sufficient size and in such mechanical condition as to meet with the requirements of the Work and to produce a satisfactory quality of work. When so ordered by the Engineer, in writing, unsatisfactory equipment shall be removed and replaced with equipment which will satisfactorily perform the Work. No change in the machinery and equipment employed on the Project that has the effect of decreasing its capacity shall be made except by written permission of the Engineer. The measure of the capacity of machinery and equipment shall be its actual performance of the Work. Failure of Contractor to provide adequate equipment may result in the annulment of the Contract as hereinafter provided. CONTRACTOR'S RIGHT TO REQUEST CHANGES If Contractor discovers, prior to or during construction anything in the Plans or Specifications or in the supplementary directions issued by the Engineer which, in the opinion of Contractor, appears to be faulty engineering or design, Contractor shall immediately advise the Engineer in writing of Contractor’s concerns. If no objection is raised by Contractor under the provisions of this paragraph, Contractor waives any right to contest the provisions of the Contract on the basis of faulty engineering or design. TEMPORARY SUSPENSION OF WORK The Engineer shall have the authority to suspend the Work, wholly or in part, for such a period or periods as the Engineer may deem necessary due to conditions considered unfavorable for the suitable prosecution of the Work, or for such time as is necessary due to failure on the part of Contractor to carry out orders or perform any or all provisions of the Contract. If the Engineer directs Contractor in writing to suspend the Work, Contractor shall store all materials and equipment in such a way as to not obstruct or impede public travel or work on adjacent contracts. Contractor shall not suspend the Work without written authority from the Engineer. SUBSTANTIAL COMPLETION When Contractor considers that the Work, or a portion thereof which the City agrees to accept separately, is substantially complete, Contractor shall prepare and submit to the Engineer a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of Contractor to complete all Work in accordance with the Contract Documents. 57 GC - 25 Upon receipt of Contractor’s list, the Engineer or the Inspector shall inspect the Work to determine whether it is substantially complete. If the inspection discloses any item, whether or not included on Contractor’s list, which is not sufficiently complet e in accordance with the Contract Documents so that the City can occupy or utilize the Work or designated portion thereof for its intended use, Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item. In such case, Contractor shall then submit a request for another inspection by the Engineer to determine Substantial Completion. When the Work or designated portion thereof is substantially complete as determined by the Engineer, the Engineer shall prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion; establish responsibilities of the City and Contractor for security, maintenance, damage to the Work and insurance; and fix the time within which Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. The Certificate of Substantial Completion shall be submitted to the City and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. Upon such acceptance, and consent of surety if any, the City shall make payment of retainage applying to the Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. DETERMINATION AND EXTENSION OF CONTRACT TIME FOR COMPLETION Contractor shall perform fully, entirely, and in an acceptable manner, the Work contracted for within the time stated in the Contract. If Contractor finds that it will be impossible to complete the Work on or before the Contract Time, Contractor shall request an extension of the Contract Time as set forth in Section 4 of the Special Conditions. In case such extension is not granted, the right to proceed with the Work may be considered as forfeited as of the Contract Time, including all agreed upon adjustments, and the City, without violating the Contract, may proceed immediately to take over the Work, materials and equipment and make final settlement of costs incurred as provided for in Paragraph 7 below, except that it shall not be necessary to give Contractor written ten (10) days’ notice for such forfeiture. FAILURE TO COMPLETE WORK ON TIME Should Contractor fail to complete the Work on or before the Contract Time, taking into consideration all agreed upon extensions, the City may permit Contractor to 58 GC - 26 proceed and there shall be deducted from any monies due or that may become due Contractor the amount agreed upon as liquidated damages under section 4 the Special Conditions of the Agreement. Liquidated damages shall continue to accrue until the unfinished Work is completed whether Contractor finishes the Work or the Work is finished by an alternate contractor. Permitting Contractor to continue and finish the Work or any part of it after the Contract Time, or after the date to which the Contract Time may have been extended, shall in no way operate as a waiver on the part of the City of any of its rights. Neither by the taking over of the Work by the City, nor by the annulment of the Contract, shall the City forfeit the right to recover liquidated damages from Contractor or Contractor’s Surety for failure to complete the Contract. RIGHT OF THE CITY TO DECLARE CONTRACTOR IN DEFAULT In addition to those instances specifically referred to in the Contract Documents, the City shall have the right to declare Contractor in default of the whole or any part of the Work if: A. Contractor becomes insolvent; B. Contractor makes an assignment for the benefit of creditors pursuant to the Statutes of the State of Minnesota; C. A voluntary or involuntary petition in bankruptcy be filed by or against Contractor; D. Contractor fails to commence work when notified to do so by the Engineer; E. Contractor shall abandon the Work; F. Contractor shall refuse to proceed with the Work when and as directed by the Engineer; G. Contractor shall, without just cause, reduce its working force to a number which, if maintained would be insufficient, in the opinion of the Engineer, to complete the Work in accordance with the approved progress schedule, and shall fail or refuse to sufficiently increase such working force when ordered to so by the Engineer; H. Contractor shall sublet, assign, transfer, convey or otherwise dispose of this Contract other than as herein specified; I. A receiver or receivers are appointed to take charge of Contractor's property or affairs; J. The Engineer shall be of the opinion that Contractor is or has been knowingly, willfully or in bad faith, violating any of the provisions of this Contract; K. The Engineer shall be of the opinion that Contractor is or has been unnecessarily, unreasonable or willfully delaying the performance and completion 59 GC - 27 of the Work, or the award of a necessary subcontract or the placing of necessary material or equipment orders; L. The Engineer shall be of the opinion that the Work cannot be completed within the Contract Time, taking into consideration all agreed upon amendments to the Contract Time; provided, however, that the impossibility of timely completion is, in the Engineer's opinion, attributable to conditions within Contractor's control; M. The Engineer shall be of the opinion that Contractor is not or has not been executing the Contract in good faith and in accordance with its terms; or N. The Work is not completed within t within the Contract Time, taking into consideration all agreed upon amendments to the Contract Time. Before the City shall exercise its right to declare Contractor in default by reason of the conditions set forth in items numbered 1, 4-7, 10-13, or 14, it shall give Contractor an opportunity to be heard, on two days’ notice, at which hearing Contractor may have a stenographer present; provided, however, that a copy of such stenographic notes, if any, shall be furnished to the City. The right to declare in default for any of the grounds specified or referred to above shall be exercised by sending Contractor a notice, signed by the Engineer, setting forth the grounds upon which such default is declared. Upon receipt of such notice, Contractor shall immediately discontinue all further operations under this Contract and shall immediately quit the site, leaving untouched all plant, materials, equipment, tools and supplies then on the site. COMPLETION OF THE WORK AFTER DEFAULT The City, after declaring Contractor in default, may then have the Work completed by such means and in such manner, by contract with or without public letting or otherwise, as it may deem advisable, utilizing for such purpose such of Contractor's plant, materials, equipment, tools, and supplies remaining on the site, and also such subcontractors as it may deem advisable. After such completion, the Engineer shall make a certificate stating the expense incurred in such completion, which shall include the cost of re-letting and also the total amount of liquidated damages (at the rate provided for in the Specifications) from the date when the Work should have been completed by Contractor in accordance with the Contract Documents to the date of actual completion of the Work. Such certificate shall be binding and conclusive upon Contractor in accordance with the terms hereof to the date of actual completion of the Work. Such certificate shall be binding and conclusive upon Contractor, Contractor’s Sureties, and any person claiming under Contractor, as to the amount thereof. The expense of such completion, as so certified by the Engineer shall be charged against and deducted out of such monies as would have been payable to Contractor 60 GC - 28 if it had completed the Work; the balance of such monies, if any, subject to the other provisions of this Contract, to be paid to Contractor without interest after such completion. Should the expense of such completion exceed the total sum which would have been payable under this Contract if the same had been completed by Contractor, any such excess shall be paid by Contractor to the City upon demand. If Contractor fails to pay the City promptly for such excess costs, the City may at its discretion submit a claim to Contractor’s Surety for such reimbursements. PARTIAL DEFAULT In case the City shall declare Contractor in default as to a part of the Work only, Contractor shall discontinue such part, shall continue performing the remainder of the Work in strict conformity with the terms of the Contract, and shall in no way hinder or interfere with any other contractors or persons whom the City may engage to complete the Work as to which Contractor was declared in default. The provisions of the clauses herein relating to declaring Contractor in default as to the entire Work shall be equally applicable to a declaration of partial default, except that the City shall be entitled to utilize for completion of the Work as to which Contractor was declared in default only such plant, materials, equipment, tools and supplies as had been previously used by Contractor on such part. TERMINATION OF CONTRACTOR'S RESPONSIBILITY Except as otherwise provided for in these Specifications and in Contractor’s bond, Contractor’s responsibility for all Work and materials under this Contract shall continue until the expiration date of the warranty. The warranty shall commence on the date of Final Completion of the Work. SECTION VIII - MEASUREMENT AND PAYMENT MEASUREMENT OF QUANTITIES Measurement of all Work acceptably completed will be made in accordance with the system in which the Contract is let, either U.S. Standard or International System (metric). Such measurements will be used as a basis for the computation of the quantities of Work performed. Quantities designated to be measured by linear units will be taken horizontally. Where Work is to be paid for by units of length, area, volume or mass, only the net amount of Work actually performed, as it shall appear in the finished Work and measured as hereinafter specified shall be paid for, local customs to the contrary notwithstanding. Calculation of area quantities where the computation of the areas by geometric methods would be comparatively laborious, it is stipulated and agreed that the City’s computer aided drafting system shall be used as the method of measurement. 61 GC - 29 SCOPE OF PAYMENT Contractor shall receive and accept the compensation as herein provided, in full payment for furnishing all materials, labor, tools, equipment, royalties, fees, insurance, permits, bonds, etc., and for performing all Work contemplated and embraced under the Contract, also for all loss or damage arising out of the nature of the Work, or from the action of the elements, the expiration of the warranty to the City, and for all risks connected with the prosecution of the Work, also for all expenses incurred by, or in consequence of the suspension or discontinuance of said prosecution of the Work as herein specified, and for completing all of the Work embraced in the Contract. WORK COVERED BY CONTRACT PRICE Contractor shall, under Contractor’s contract unit prices, furnish and pay for, all material and incidental work, furnish all accessories, and do everything which may be necessary to carry out the Contract in good faith, which contemplates everything completed, in good working order, of good material, with good and accurate workmanship. BASIS OF PAYMENT Where Work is to be paid by linear, area, volume, mass, or by each individual units Contractor’s cost for all materials, labor, tools and equipment required to complete the Work, notwithstanding that while the Work may not be fully shown on the drawings, it may be described in the Specifications and vice -versa. PAYMENTS FOR INCREASED OR DECREASED QUANTITIES Whenever the quantity of any item of Work as given in the Proposal shall be increased or decreased, payment for such item of Work will be made on the basis of the actual quantity completed at the unit price for such item named in the Proposal, except as otherwise provided in Section III - Paragraph 2 of these General Conditions, and in the detail Specifications for each class of Work. PAYMENT FOR SURPLUS MATERIALS Payment for materials that have been ordered in furtherance of the Work, but that are not to be used because (1) of cancellation of the Contract or a portion thereof; (2) of an order to terminate the Work before completion of the entire unit; or (3) the quantity ordered by the Engineer was in excess of the quantity needed, will be made in accordance with this section, unless Contractor or one of Contractor’s suppliers elects to take possession of the surplus material without expense to the City. Payment for surplus materials that have been purchased and shipped or delivered to the Project will be made at the Contract bid price when the pay item covers the furnishing and delivering of the material only. 62 GC - 30 When the Contract bid price covers the furnishing and placing of the material, the City will take possession of the surplus materials that have been purchased and shipped or delivered to the Project, or will order the material returned to the supplier for credit and will pay the Contractor the actual purchase price of the material plus transportation costs, to which will be added fifteen percent (15%) of the total thereof, and from which will be deducted any credits received by the Contractor for materials returned. Materials that have been ordered but have not been consigned for shipment shall be paid for upon delivery the same as materials in transit or delivered only when the supplier is unwilling to cancel or modify the order such as in the case of materials requiring special manufacture, fabrication, or processing so as to be unsuitable for general use. In no case shall payment for surplus materials exceed the Contract Price for the materials complete in place. Contractor shall furnish invoices or an affidavit showing the purchase price and transportation charges on materials to be taken over by the City. Surplus materials that are taken over by the City shall be delivered to the storage sites designated by the Engineer. Except as above provided, no payment shall be made to Contractor for any materials that are not incorporated in the Work. Materials shall be ordered in the quantities needed unless a specific quantity is to be furnished by direct order of the Engineer. CLAIMS AND PROTESTS A. General A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, a change in the Contract Time, or other relief with respect to the terms of the Contract. The term “Claim” also includes other disputes and matters in question between the City and Contractor arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. This Section does not require the City to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. B. Time Limit on Claims The City and Contractor shall commence all Claims and causes of action against the other and arising out of or related to the Contract, whether in contract, tort, breach of warranty or otherwise, in accordance with the requirements of this Section and within the period specified by applicable law, but in any case not more than one year 63 GC - 31 after the date of Substantial Completion of the Work. The City and Contractor waive all Claims and causes of action not commenced in accordance with this Section. C. Notice of Claims Claims by either the City or Contractor shall be initiated by notice to the other party and shall be initiated within ten (10) days after occurrence of the event giving rise to such Claim or within ten (10) days after the claimant first recognizes, or reasonably should have recognized, the condition giving rise to the Claim, whichever is later. Any Claim not made within ten (10) days shall be deemed waived. D. Continuing Contract Performance Pending final resolution of a Claim, except as otherwise agreed in writing, Contractor shall proceed diligently with performance of the Contract and the City shall continue to make payments in accordance with the Contract Documents. The Contract Price and Contract Time shall be adjusted in accordance with the resolution of the Claim, subject to the right of either party to proceed in accordance with this section. E. Claims for Additional Cost If Contractor wishes to make a Claim for an increase in the Contract Price, notice as provided in Subsection 1C above shall be given before proceeding to execute the portion of the Work that is the subject of the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property. F. Claims for Additional Time If Contractor wishes to make a Claim for an extension of the Contract Time, Contractor shall request an extension as set forth in Section 4 of the Special Conditions. G. Mediation Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in the Contract Documents, shall be subject to mediation as a condition precedent to commencement of litigation. The parties shall endeavor to resolve their Claims by mediation which shall be administered by a mediator mutually agreed upon by the parties. A request for mediation shall be made in writing, delivered to the other party to the Contract and shall be completed within ninety (90) days from the date the request for mediation was delivered to the other party. The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in Hennepin County, Minnesota, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. 64 GC - 32 PAYMENT FOR UNCLASSIFIED AND FORCE ACCOUNT WORK Unclassified Work authorized by the Engineer, will be paid for at a unit price, lump sum or on a Force Account basis. All Force Account Work shall be paid for in the following manner: A. For all labor and foremen in the direct charge of the specific Work, Contractor will receive the actual wages paid for each and every hour that said labor and foreman are actually engaged in such Work, plus the cost of bond, insurance and taxes, to which cost shall be added twenty (20) percent of the sum thereof. No charge shall be made by Contractor for organization or overhead expense. B. For all materials used, Contractor will receive the actual cost of such materials including freight charges as shown by original receipted bills, to which cost shall be added ten (10) percent of the sum thereof. Where materials are specifically purchased for use on Unclassified Work but are taken from Contractor's stock, Contractor shall submit an affidavit of the quantity, price and freight on such materials in lieu of original bills and invoices. This affidavit shall be approved by the Engineer. C. For any machinery, trucks or equipment, including fuel and lubricants, which it may be deemed necessary or desirable to use, Contractor will receive a reasonable rental price, to be agreed upon in writing before such Work is begun, for each and every hour that said machinery, trucks and equipment are in use on such Work, and to which sum no percentage will be added. Such rental price shall not exceed the rates established by the A.G.C. for this district. The compensation as herein provided shall be received by Contractor as payment in full for Unclassified Work done by Force Account and said twenty (20) percent for labor and said ten (10) percent for materials shall be agreed to cover profit, superintendence, general expense, overhead, and the use of small tools and equipment for which no rental is allowed. Contractor or Contractor’s representative and the Engineer or the Engineer’s representative shall compare records of Force Account Work at the end of each day. Copies of these records shall be made in triplicate on Force Account forms, provided for this purpose by the Engineer and signed by both parties. To all such claims for Force Account Work, Contractor shall attach receipted bills for, or affidavit of, materials used and freight receipts covering freight on such materials used, and said claims shall be presented to the Engineer for payment not later than the twentieth (20th) day of the month following that in which the Work was actually performed and shall include all labor charges and material charges insofar as they can be verified. Should Contractor refuse or fail to prosecute such Unclassified Work as directed, or to submit this claim as required, the City may withhold payment of all current 65 GC - 33 estimates until Contractor's refusal or failure is eliminated, or, after giving Contractor due notice, the City may make payment for said Work on a basis of a reasonable estimate of the value of the Work performed. PARTIAL PAYMENTS Unless payments are withheld by the City for reasons herein before stated, payment will be made at least once a month on a basis of ninety -five (95) percent of the Work done, provided that the Work is progressing to the satisfaction of the Engineer; provided further, however, that when ninety-five (95) percent or more of the Work is completed, the City, in its sole discretion, may determine that something less than five (5) percent need be retained to protect the City's interest in satisfactory completion of the Contract. Monthly estimates may include the value of acceptable materials required for the Work, which have been delivered to the Project, and for which acceptable provisions have been made for the preservation and storage. From the total value of the materials so reported, five (5) percent shall be retained. Such material, when so paid for by the City, shall become the property of the City and in the event of default on the part of Contractor, the City may use or cause to be used such materials in the construction of the Work provided for in the Contract. The amount thus paid by the City for materials shall go to reduce estimates due Contractor as the materials are used in the Work. Minnesota Statutes, Sections 337.10, subd. 3 and 471.425, subd. 4a, requires that Contractor pay any subcontractors within ten (10) days after receipt of payment from the City for undisputed services provided by the subcontractor. Contractor shall provide proof to the City of payment to subcontractors in the form of check copies or receipts. If Contractor fails to make payments to subcontractors for undisputed Work, Contractor shall pay interest of one and one -half percent (1-1/2%) per month of any amounts not paid on time to subcontractors, with a minimum monthly interest penalty payment of ten dollars ($10). No release of any retained percentage will be made without the written approval of the Surety or Sureties, which approval shall be obtained by Contractor. Any such release may be optional with the City. FINAL PAYMENT Upon receipt of Contractor’s notice that the Work is ready for final inspection and acceptance, the Engineer shall promptly make such inspection as provided in section IV(10) of these General Conditions. When the Engineer finds the Work acceptable under the Contract Documents and the Contract fully performed, the Engineer will prepare a final estimate containing complete quantities of each and every item of Work performed by Contractor, and the value thereof (the “Final Pay Estimate”). Upon acceptance of the Final Pay Estimate by Contractor, the Engineer will (i) issue a Certificate of Final Completion; (ii) forward the Certificate of Final 66 GC - 34 Completion and Final Pay Estimate to the City Finance Director for payment; and (iii) notify Contractor and Contractor’s Surety or Sureties of the acceptance of the Work. The date of Final Completion of the Contract shall be the date on the Certificate of Final Completion and the action of the City by which Contractor is bound and the Contract concluded shall be evidenced by the Certificate of Final Completion and Final Payment. All prior certificates or estimates upon which payments may have been made are merely partial estimates and subject to correction in the final payment. CERTIFICATE OF COMPLIANCE OF MINNESOTA WITHHOLDING TAX Final payment will not be made until Contractor shall have filed with the City evidence, in the form of an affidavit, lien waiver or such other evidence as may be required, that all claims against Contractor by reason of the Contract have been fully paid or satisfactorily secured. In case such evidence is not furnished, the City may retain out of any amount due said Contractor sums sufficient to cover all lienable claims unpaid. Before final payment is made for the Work on this project, Contractor must make a satisfactory showing that it has complied with the provisions of Minnesota Statutes Section 290.92 requiring the withholding of State Income Tax for wages paid employees on this project. Receipt by the City Engineer of a Certificate of Compliance from the Commissioner of Taxation will satisfy this requirement. Contractor is advised that before such Certificate can be issued, Contractor must first place on file with the Commissioner of Taxation an affidavit, in the form of an IC- 134, that Contractor has complied with the provisions of Minnesota Statutes Section 290.92. SECTION IX - MISCELLANEOUS PROVISIONS NONDISCRIMINATION. Contractor agrees: A. That it shall not, in the hiring of labor or employees for the performance of any work under this Agreement, by reason of any race, creed, color, national origin, sex, gender identity, sexual orientation, or disability discriminate against any person who is qualified and available to perform the Work; B. That it shall not, in any manner, discriminate against, intimidate or prevent the employment of any person identified in clause (a) of this section, or on being hired, prevent or conspire to prevent, the person from the performance of any 67 GC - 35 work under this Agreement on account of the persons race, creed, color, national origin, sex, gender identity, sexual orientation, or disability; and C. That it shall not intentionally refuse to do business with, refuse to contract with, or discriminate in the terms, conditions, or performance of any agreement related to the Work to be performed under this Agreement because of a person’s race, creed, color, national origin, sex, gender identity, sexual orientation, or disability, unless the alleged refusal is because of a legitimate business purpose. GOVERNMENT DATA. Contractor acknowledges that, to the extent this Agreement requires Contractor to perform a government function, all of the data created, collected, received, stored, used, maintained or disseminated by Contractor in performing government functions is subject to the requirements of the Minnesota Government Data Practices Act (Minn. Stat. § 13.01 et. seq. the “MGDPA”), except to the extent the data is privileged pursuant to an exception to or exclusion from the MGDPA, and that Contractor must comply with the MGDPA as if Contractor were a government entity, including the remedies in Minn. Stat. §13.08, subject to any other appropriate exception to or exclusion from the MGDPA. Contractor agrees to promptly notify the City of any request for data that Contractor receives related to this Agreement. VENUE AND FORUM. This Agreement shall be interpreted in accordance with Minnesota law and any suit or litigation between the parties arising out of this Agreement shall be filed, tried and litigated only in Hennepin County District Court in the state of Minnesota. COUNTERPARTS. This Agreement may be executed in any number of counterparts, including electronically. Each counterpart constitutes an original and all counterparts collectively constitute one and the same instrument. The signatures of the parties need not appear on the same counterpart. ELECTRONIC SIGNATURES. Except as otherwise stated herein, documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Agreement and all related matters. All scanned and electronic signatures shall have the same legal effect as original signatures. This Agreement, any other document necessary for the consummation of the transaction contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Uniform Electronic Transactions Act, Minnesota Statutes Chapter 325L. Any document accepted, 68 GC - 36 executed or agreed to in conformity with such laws will be binding on each party as if it were physically executed. NOTICES. Any notices or communications required or permitted by this Agreement must be (i) given in writing; and (ii) personally delivered, mailed, by prepaid certified mail, or transmitted by facsimile or electronic mail transmission (including email or PDF), to the intended party at the mailing address or email address of such party as follows: To City: To Contractor: City of Golden Valley Attn: Caleb Brolsma 7800 Golden Valley Road Golden Valley, MN 55427 cbrolsma@goldenvalleymn.gov Visu-Sewer, LLC Attn: Peter Baumann W230 N4855 Betker Dr Pewaukee, WI 53072 peteb@visu-sewer.com SEVERABILITY If any term or provision of the Contract Documents shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. NO WAIVER OF LEGAL RIGHTS Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights, and remedies otherwise imposed or available by law. No action or failure to act by the City, or Engineer shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed upon in writing. 69 SPECIAL CONDITIONS TABLE OF CONTENTS SC-i PAGE 1. GENERAL ......................................................................................................................... 1 2. PROJECT DESCRIPTION ................................................................................................ 1 3. QUALIFICATIONS OF BIDDER ........................................................................................ 1 4. STARTING AND COMPLETION TIME .............................................................................. 1 5. SCHEDULE AND CONSTRUCTION PHASING ................................................................ 2 6. SPECIFICATIONS WHICH APPLY ................................................................................... 3 7. REFERENCE .................................................................................................................... 3 8. PRE-CONSTRUCTION CONFERENCE ........................................................................... 3 9. SUPERVISION OF WORK: ............................................................................................... 3 10. EMERGENCY CONTACTS: .............................................................................................. 4 11. RESIDENT PROJECT REPRESENTATIVE ...................................................................... 4 12. SITE CONDITIONS ........................................................................................................... 4 13. MAINTENANCE OF EXISTING CITY UTILITIES .............................................................. 4 14. QUALITY CONTROL AND QUALITY ASSURANCE TESTING ......................................... 5 15. PROJECT ACCESS AND STAGING AREA ...................................................................... 5 16. UTILITY CONFLICTS ........................................................................................................ 5 17. EASEMENTS AND PERMITS ........................................................................................... 6 18. MEASUREMENT AND PAYMENT .................................................................................... 6 19. RESPONSIBILITY FOR DAMAGE CLAIMS (1714) ........................................................... 6 20. MOBILIZATION (2021) ...................................................................................................... 7 21. WATER USE ON PROJECT (2130) .................................................................................. 7 22. TRAFFIC CONTROL AND MAINTENANCE (2563) .......................................................... 7 23. SANITARY SEWER MAIN REPAIR .................................................................................. 8 24. PROCEDURES IN THE EVENT OF A SEWAGE SPILL ..................................................13 25. LOCATION MAPS....…………………………………………………………………….14 70 SC-1 SPECIAL CONDITIONS CITY OF GOLDEN VALLEY FOR CITY PROJECT NO. 25-01 2025 LINING PROJECT BID OPENING: March 5, 2025 10:00 am CST 1. GENERAL: Instructions to Bidders and General Conditions as embodied in these Contract Documents shall apply except as modified or supplemented in these Special Conditions. 2. PROJECT DESCRIPTION: The contract Work includes for the rehabilitation of specified sanitary sewer pipes in Golden Valley including, but is not limited to, the following: Rehabilitation of specified sanitary sewers by means of Cured -in-Place-Pipe (CIPP) lining. Additionally, rehabilitation of a 27-inch by 44-inch corrugated metal pipe by means of Cured-in-Place-Pipe (CIPP) lining. See the Plans for more detailed information on the locations. 3. QUALIFICATIONS OF BIDDER: Bidders are required to submit evidence that they have practical knowledge of the particular work bid upon, and that they have the financial resources to complete the proposed Work. Failure on the part of any Bidder to carry out previous contracts satisfactorily or any bidder’s lack of experience or equipment necessary for the satisfactory and timely completion of this Project may be deemed sufficient cause for disqualification of said Bidder. 4. STARTING AND COMPLETION TIME: Contractor shall furnish all required bonds and insurance within one (1) week of the award of the Contract by the Golden Valley City Council. All Work under this Contract must be Substantially Completed no later than November 15, 2025 (the "Contract Time"), and be completed and ready for final payment in accordance with Section I, Paragraph 1.J. of the General Conditions on or before March 31, 2026 (the "Contract Time"). Contractor shall prosecute the Work continuously and effectively, with the least possible delay, to the end that all Work is completed within the Contract Time. The City is entitled to damages for failure of the Contractor to complete the Work within the Contract Time. In view of the difficulty in making a precise determination of actual damages incurred, the City will assess a daily charge not as a penalty but as liquidated damages to compensate the City for additional costs incurred. If Contractor is delayed for any reason in the commencement or performance of the Work, to the extent such delay will prevent the Contractor from completing the Work (or any portion thereof) within the Contract Time, Contractor’s sole remedy for such delay shall be an extension of the Contract Time. All such extension requests shall be made according to the requirements and procedures 71 SC-2 set forth in Division I, 1806 (Determination and Extension of Contract Time) and 1403 (Notification for Contract Revisions) of the MnDOT shall apply, except as modified or supplemented in these Special Conditions. Without limiting the foregoing, if a conflict arises with existing private utilities during the commencement or performance of the Work, Contractor shall proceed to work in areas without such conflict until the conflicts are resolved. It is the express understanding of the parties with regard to all Work that Contractor will undertake its performance in a manner to avoid or minimize any delays that may result from private utility conflicts or any other possible causes of delay. 5. SCHEDULE AND CONSTRUCTION PHASING: Contractor shall schedule its work to minimize inconvenience to residents. This Work must be completed according to the following phasing requirements. Contractor shall submit to the Engineer for review and approval, a detailed critical path phasing plan and schedule a minimum of one (1) week before the pre- construction conference. The schedule must detail all controlling operations. The following requirements/operations must be included in this plan: A. Installation of sanitary sewer CIPP. Contractor must schedule the Work to avoid time when there is no work progressing on any given street . B. Completion of the Project by the specified dates. C. Once Contractor has completed all sanitary sewer lining, it must allow two (2) weeks in each area for City staff to televise existing and new sewers. Contractor shall ensure that all work on sewer manholes and sewer lines is completed, and they are cleaned to the Engineer’s satisfaction before any televising is performed. If the sewers are determined, at any time during televising operations, to need any additional cleaning, the City will, at their discretion, clean them with their own staff (according to Fee Schedule approved by Council) or retain a cleaning service to perform cleaning on all sewers remaining to be televised. All costs for such cleaning will be billed to the Contractor or withheld from monies due. Working hours for this project shall be limited to 7:00 a.m. to 7:00 p.m., Monday through Saturday, except as otherwise stated in the Contract Documents, unless approved in writing by the City Engineer. Contractor shall schedule its work to comply with this requirement. Contractor shall perform some Work at times other than those indicated if the Engineer deems it is in the best interest of the City and the property owners affected. No claims for extra compensation will be considered for complying with this requirement. 72 SC-3 6. SPECIFICATIONS WHICH APPLY: The Specifications which apply to the Work shown in the Plans shall be as follows: A. These Special Conditions. B. Standard Utilities Specifications for Watermain and Service Line Installation, Sanitary Sewer and Storm Sewer Installation, and Trench Excavation and Backfill/Surface Restoration, most current edition, as prepared by the City Engineers Association of Minnesota (CEAM) and published by the League of Minnesota Cities, St. Paul, Minnesota, except as modified or supplemented in these Special Conditions. Copies of the Standard Utilities Specifications are available from the Minnesota Society of Professional Engineers by calling 651.292.8860, or from the CEAM website at http://ceam.org/. C. Division I (General Requirements and Covenant), Division II (Construction Details) and Division III (Materials) of the MnDOT Specification shall apply, except as modified or supplemented herein. 7. REFERENCE: All references in the Specifications and Special Conditions to “MnDOT Specification” are intended to mean the Minnesota Department of Transportation’s “Standard Specifications for Construction,” most current edition, and its supplements. All reference therein to the State, the Department, the Department of Transportation of the State of Minnesota and the Commissioner shall be read as reference to the City. 8. PRE-CONSTRUCTION CONFERENCE: Prior to the beginning of construction operations, a pre-construction conference shall be held, and shall be attended by the authorized representatives of the City, the Engineer in charge of the Project, utility companies and persons of the contracting firm or firms who will have direct responsibility for workmanship and/or materials used on the Project. The conference will disclose all aspects for execution and schedule of the Work. Agreement on any and all questionable measurements, materials, methods or other matters shall be made at this conference. Contractor shall submit the following at the preconstruction conference: ▪ Critical path phasing plan and schedule, which details all controlling operations. This shall be submitted a minimum of one (1) week before the pre-construction conference. ▪ General project contact information including emergency contacts ▪ Subcontractor list (discussed under Section 3 of these Special Conditions) ▪ Material supplier list ▪ Traffic Control plan 9. SUPERVISION OF WORK: Contractor shall provide a competent, reliable Superintendent to be present at all times when Work is in progress in accordance with Section 1506 of the MNDOT Standard Specifications for Construction and as modified herein. 73 SC-4 The Superintendent shall act as Contractor’s representative and supervise all of Contractors and subcontractors forces through all phases of operations of the Work. Contractor shall not replace the Superintendent without written authorization by the Engineer. The Superintendent shall not change with phases of the Work nor shall a subcontractor’s superintendent act as the Contractor’s Superintendent. Additionally, the Superintendent shall not be a working foreman of the Contractor or subcontractor. The Superintendent shall have the authority to represent the Contractor in all issues that may arise during execution of the Work, and to obtain all the equipment and manpower needed to perform the Work as outlined in the Plans and as directed by the Engineer. All orders from the Engineer shall be directed to the Contractor through the Superintendent. 10. EMERGENCY CONTACTS: Contractor shall provide the City, at or before the pre-construction conference, with a list of emergency contacts. This list shall include a telephone number to contact the Project superintendent 24-hours a day until all of the Work is completed, as well as additional 24-hour emergency contacts for all subcontractors. 11. RESIDENT PROJECT REPRESENTATIVE: The Engineer shall designate an Inspector for this project. The Inspector shall have the same authority as that specified for the Inspector in MnDOT Specification 1510 and the General Conditions of these Specifications. In order to ensure all communication to residents on this project is uniform and complete, Contractor shall direct all communication to the City. Contractor shall, however, be responsible for disseminating daily construction notices, or other communication as directed by the Engineer, to the residents on a daily basis indicating construction operations and access conflicts. Failure to disseminate such information, as directed by the Engineer, shall be cause for the City to withhold all compensation due. 12. SITE CONDITIONS: Contractor shall be required to keep the Project site in a clean, orderly condition at all times. Littering of cans, bottles or other garbage/debris will not be tolerated. Contractor shall submit a plan to the Engineer for approval, for debris and waste disposal within the Project area. It shall include, but not be limited to, providing a dumpster for debris and waste materials. 13. MAINTENANCE OF EXISTING CITY UTILITIES: The City has cleaned and televised all sanitary sewer lines and storm sewer lines prior to construction. Contractor shall be responsible for keeping all utilities clean during construction including but not limited to gate valve stacks, utility lines, and manholes . In the event debris is found during the post-construction televising of sewers, the City may, at its discretion, clean all remaining sewers to be televised with 74 SC-5 its own or contracted forces. All costs associated with such cleaning shall be billed to Contractor or withheld from monies due. 14. QUALITY CONTROL AND QUALITY ASSURANCE TESTING: Contractor shall be responsible for quality control testing in accordance with the current Schedule for Material Testing found on the MnDOT website http://www.dot.state.mn.us/materials/lab.html., as amended in these Specifications. All costs for such testing shall be included in the unit prices for the items to be tested. All testing must be done by a laboratory experienced with the testing procedures required by MnDOT and approved by the Engineer. Certification of such experience shall be submitted to the Engineer at the pre-construction conference. Contractor shall also cooperate with the Engineer in collecting companion samples in accordance with MnDOT Specifications to verify Contractor’s test results. Collecting companion samples shall be considered incidental for which no direct compensation shall be made. The City will be responsible for testing such samples provided by Contractor at its cost. The Engineer shall contact Contractor so he may be represented during sampling, and assist as necessary. 15. PROJECT ACCESS AND STAGING AREA: Construction traffic access to the Project areas shall be limited to City streets where rehabilitation is occurring under this project, and federal, state and county highways and City streets as approved by the Engineer, or as otherwise noted in the plans. The use of other non- designated routes shall be cause for ticketing. This requirement shall not waive Contractor’s obligation to comply with existing statutes, local ordinances or any other existing laws; nor shall it waive the governing authority from assigning penalty for violating such statutes, ordinances or laws. Construction staging area to be submitted and approved by the City. This requirement shall not waive Contractor’s obligation to comply with existing statutes, local ordinances or any other existing laws; nor shall it waive the governing authority from assigning penalty for violating such statutes, ordinances or laws. No extra compensation will be allowed for extra construction costs due to these restrictions. 16. UTILITY CONFLICTS: In order to minimize inconvenience to adjacent property owners and expedite the Project, Contractor shall be expected to coordinate its efforts with the private utility companies so the Work can be done in a timely manner. Contractor shall schedule or redirect its Work to ensure that utility company relocates, installations and/or removals do not impede progress of the Project. Contractor shall also coordinate all unanticipated utility relocations or 75 SC-6 adjustments determined to be necessary to complete the Work. The City will be responsible for costs incurred by the utility companies for unanticipated relocations and adjustments only in cases where prior, written authorization to perform the utility work is provided by the Engineer. Contractor waives claims for any and all costs or damages due to alleged delay, disruption or acceleration, and releases the City from any such claims, to the extent the claim is due to the failure of any private utility with facilities affected by the Project to promptly relocate, remove, or adjust such facilities. No claims for extra compensation to perform the Work in accordance with the Plans that are due to conflicts with in-place utilities shall be considered. Likewise, no claim for delays due to conflicts with in-place utilities shall be considered. (Also see Special Conditions Section 4 with regard to utility company requirements) 17. EASEMENTS AND PERMITS: The City shall work to obtain all required permanent and temporary easements and permits for this project with the exception of the following: A. The Contractor shall also obtain a Right-of-Way Permit from the City. The Contractor shall comply with all terms and requirements of the permits. No additional permit fees or securities will be required to obtain these permits over the Contract Performance and Payment Bonds required in Section II, Item 2 “Requirements of Contract Bond” of the General Conditions of this Contract. 18. MEASUREMENT AND PAYMENT: Payment for all items shall be by the unit price bid. Items on the Proposal Form have been listed in a logical order. However, items from any section may be used for like work on any part of this project, not only the section they are listed under. No claims for additional compensation for use of an item for work under a different section will be considered. Measurement for all items not specifically described in these Specifications shall be done in accordance with MnDOT Standard Specifications. Contractor shall submit all final quantities to the City within one month after wear course paving. Should Contractor’s final quantities not be submitted within the required time, it shall be understood that the City’s Quantities f or the Work are accepted by Contractor. Unclassified work authorized by the Engineer, will be paid for on a force account basis according to Section VIII, Item 8 of the General Conditions. 19. RESPONSIBILITY FOR DAMAGE CLAIMS (1714): The provisions of MnDOT Specification 1714 are supplemented as follows: 76 SC-7 Contractor must have the City of Golden Valley, and Short Elliott Hendrickson Inc. named as additional insureds on any insurance coverage Contractor is required to provide. 20. MOBILIZATION (2021): The lump sum for mobilization is to include all aspects of work in accordance with MnDOT Specification 2021. This lump sum price specified under Bid Item 1 – Mobilization also covers all other incidentals not specified that are required to complete the project. 21. WATER USE ON PROJECT (2130): Contractor will not be charged for any project related water use. However, to receive permission to take water from hydrants, Contractor shall be required to obtain a meter from the City Utilities Maintenance Department (763.593.3962). The meter requires a one thousand seven hundred fifty dollar ($1,750.00) deposit, which will be refunded when Contractor returns the meter in good condition. 22. TRAFFIC CONTROL AND MAINTENANCE (2563): Contractor shall maintain traffic at all times during construction in accordance with the current Minnesota Manual of Uniform Traffic Control Devices (MMUTCD) and its supplements, and as it may be deemed necessary by the Engineer. Contractor shall submit a temporary traffic control plan two weeks prior to construction. In the event that the City must install additional signs for traffic control for safety purposes, the cost for such measures shall be billed to Contractor or withheld from monies due. In order to facilitate project safety, Contractor shall position and schedule deliveries of all materials to be incorporated into the Work, such as pipe and castings, to minimize conflict with traffic flow. Failure to cooperate with the Engineer in this respect shall authorize the Engineer to have such materials removed from the Project by any means available until their use is imminent. The costs associated with such removal and return to the Project site shall be borne by Contractor with no additional compensation. Throughout construction, Contractor shall provide safe and adequate access at all times for residents, property owners and emergency vehicles. Access shall include the maintaining of ingress and egress of private driveways throughout construction except during Work related excavations, and concrete placement and curing. It is anticipated that parking will need to be restricted to one side of the street during construction. Contractor shall be responsible under this item for providing and installing temporary parking restriction signing as directed by the Engineer. Throughout the duration of construction, Contractor shall coordinate with the City a minimum of at least twenty-four (24) hours in advance, any inconveniences to local businesses and property owners. The City will provide Contractor with printed door hangers that shall be placed in resident’s doors by Contractor no later than 5:00 p.m. the day before work is to begin. Contractor is responsible 77 SC-8 for notifying property owners of any limited access at least twenty-four (24) hours in advance. 23. SANITARY SEWER MAIN REPAIR: The sanitary sewer repair sites under this Contract have been televised. The Proposal Form represents the probable work to be done at the various locations. The location of all work covered by the Proposal Form is shown on the Plans. It is not the intent of this Section to attempt to cover the entire problem, or the extent of the Work that may be required to repair the sewer at each site. Copies of the video showing sewer defects may be obtained by contacting the Golden Valley Engineering Department at 763.593.8030. A. Maintaining Flow: Contractor shall maintain flow at all times at all repair locations. Maintaining flow on all Sanitary Sewer repairs shall be considered incidental. B. Sewer Lining: The unit price bid per linear foot for lining sewers shall be considered compensation in full to completely line the pipe with a liner of the size and length specified on the Proposal. Liners shall be constructed with a resin impregnated tube. Each liner must be the full length of the area specified to be repaired. All costs associated with the installation to meet the following requirements shall be included in the bid price for sewer lining and/or service wye liners: 1. Mobilization and site preparation. 2. Televising and recording of sanitary sewer lines to be lined to determine existing conditions on a manhole-to-manhole basis. The recorded flash drive and written log of the pipeline shall be submitted to the Engineer prior to lining. Contractor shall stop the camera at each service lateral and pan and tilt the camera in order to inspect the lateral connection to the extent possible. 3. Cleaning necessary to a condition for proper installation of the product. This shall include, but not be limited to, removing all roots, protruding taps, mineral deposits and loose pieces of pipe, as deemed necessary by the Engineer. 4. Determine if existing service connections are active or inactive. 5. Notification of affected residents including residents located downstream to the nearest manhole, at least 24 hours in advance of proposed lining installation, of limited or restricted usage of sewer lines. 6. Complete placement of approved lining material within sanitary sewer in accordance with the manufacturer’s requirements, and as directed by the Engineer. 7. Hydrophilic seal the ends of the liner in manholes to provide a watertight seal, approved by the Engineer, and eliminates infiltration from between the liner and the existing pipe. 8. Grind and seal the edges of short lining segments (that do not go from manhole to manhole) to provide a watertight seal to eliminate 78 SC-9 infiltration from between the liner and existing pipe and to help pipe flow. 9. Flow control, including bypass pumping, if required. 10. Reinstatement and reconnection of service connections as directed by the Engineer. This includes brushing the service connection opening to a smooth finish to the satisfaction of the Engineer. 11. Post-lining internal television inspection and DVD recording shall be completed by the City. All videotape recordings shall be submitted to the Engineer and become the property of the City. 12. Cleanup. 13. Other appurtenant and incidental work. The only installers pre-qualified to do linings (defined as those areas where a lining is installed through the full length of the existing sewer between two adjoining manholes) are , Insituform, Inc., Veit, Visu-Sewer, Inc., Granite Inliner, LLC, Michels Pipe Services, S.J. Louis Trenchless, LLC, and HK Solutions Group. All other contractors or subcontractors wishing to become prequalified to perform this portion of the Work must apply two (2) weeks before bid opening and shall submit to the Engineer for approval: 1) a license or certificate from the manufacturer verifying their approval, 2) evidence of the installer’s experience, including the number, total length and the locations of project installations to date using the proposed materials and methods, 3) names and telephone numbers of owners where work of thi s nature was done by the proposed installer, and 4) detailed technical information pertaining to long-term design considerations of the product. The decision to accept or reject the applicant lies solely with the Engineer. All lining materials shall be in accordance with the provisions of ASTM: 1. F1216 – Rehabilitation of Existing Pipelines and Conduits by Inversion and Curing of a Resin Impregnated Tube. 2. D-3034 – Type PSM Poly (Vinyl/Chloride) (PVC) Sewer Pipe and Fittings. 3. D-1248 – Specification for Polyethylene Plastics Molding and Extrusion Materials. 4. F-1504 – Standard Specifications for Folded Poly (Vinyl Chloride) (PVC) Pipe for Existing Sewer and Conduit Rehabilitation. 5. F1743-96 – Practice for Rehabilitation of Existing Pipelines and Conduits by Pulled-in-Place Installation of Cured-in-Place Thermosetting Resin Pipe (CIPP). 7. D-1784 – Standard Specification for Installation of Deformed Poly (Vinyl/Chloride) and Chlorinated Poly (Vinyl/Chloride) Components. 8. D-2122 – Method for Determining Dimensions of Thermoplastic Pipe and Fittings. 79 SC-10 9. D-3350 – Specifications for Polyethylene Plastics Pipe and Fittings Materials. The Contractor shall submit the following: 1. Manufacturer’s product literature and application and installation requirements for materials used in the liner. 2. Manufacturer’s product certification for materials used in the liner. 3. Liner pipe thickness design (cured-in-place) signed by a Professional Engineer. See ASTM F1216 Section A.5. 4. Liner pipe thickness design shall be in accordance with Appendix XI of ASTM F1216. In the liner thickness calculations, the minimum quality of the host pipe shall be five (5) percent, the enhancement factor (K) shall not be greater than 7.0; the minimum safety factor shall be 2.0; and the flexural modulus of elasticity shall be reduced to account for long-term effects and used in the design equation E1. The reduction shall be 75 percent for HDPE material, 65 percent for PVC material and 50 percent for cured-in-place pipe systems. 5. No liner will be approved for installation until liner thickness calculations have been submitted and reviewed for conformance with the Specifications and installation requirements. 6. Proposed plan for bypassing sewer signed by a Professional Engineer. 7. The finished liner shall be fabricated from materials which, when cured, will be chemically resistant to withstand internal exposure to domestic sewage. All manhole connections shall be watertight, utilizing hydrophilic gaskets. Cured-In-Place Pipe (CIPP) Liners shall meet the following product requirements: 1. Resin: a. The liner bag shall be impregnated with polyester resin for general chemical applications. The resin shall not contain fillers, except those required for viscosity control unless approved by the Engineer. Up to 5% by mass thixotropic agent, which will not interfere with visual inspection, may be added for viscosity control. The resin shall contain a pigment to enhance visual clarity for inspection with video equipment. b. Epoxy resins may be required by Contractor, if conditions are deemed to warrant their use. 2. Felt Content: a. Content shall ensure cured thickness of liner as specified. b. Thickness of cured liner to be as specified (+10%-4%), and shall not include thickness of polyurethane inner liner. 80 SC-11 3. Resin Content: a. Shall be 10 to 15% by volume greater than volume of felt in the liner bag. 4. The cured liner shall conform to the following minimal structure standards listed herein: Standard Value Tensile Strength ASTM D638 3,000 psi Flexural Modulus of Elasticity ASTM D790 250,000 psi Flexural Strength ASTM D790 4,500 psi 5. The fabric liner shall be fabricated to the size such that when installed, will fit the internal circumference of the pipe. Contractor shall allow for circumferential stretching during insertion for such sizing. 6. Contractor shall certify that CIPP shall meet the chemical resistance requirements of ASTM F1216, Appendix X2. When requested by the Engineer, Contractor shall submit test results from previous field installations in the USA of the same resin system and tube materials as proposed for the actual installation. These test results must verify that the CIPP physical properties specified have been achieved in previous field applications. Testing samples for this project shall be made and tested at the Contractor’s expense. It shall be the responsibility of the City to provide locations of all manhole access points. Contractor shall be responsible for making the manholes accessible for the Work. Any traffic control deemed necessary by the Engineer shall be provided by Contractor, and included in the lump sum price for Traffic Control. 1. CIPP liner insertion shall be performed in accordance with the manufacturer’s recommendations, and in such a way to fully extend the tube to its termination point, hold the tube tight against the pipe wall, and produce dimples at service connections and flared ends at maintenance holes. Lubricants may be used as necessary. Care shall be taken so as not to over-stress the liner material. 2. Temperature gauges shall be placed to determine the temperature of the incoming and outgoing water from the heat source. Another such gauge shall be placed inside the tube at the remote end to determine the temperature at that location during the cure cycle. Contractor shall supply a suitable heat source and water circulation equipment to deliver hot water throughout the section to be cured by means of a pre-strung hose to uniformly raise the water temperature above the temperature required to effectively cure the resin in accordance with the manufacturer’s recommendations. 3. Contractor shall maintain the manufacturer’s recommended hydrostatic pressure and temperature throughout the curing 81 SC-12 process and for the duration recommended by the manufacturer. Compressible gases such as air or steam shall not be used. 4. Initial cure shall be considered complete when the exposed portions of the pipe are hard and sound and the remote temperature sensor indicates that the temperature is high enough to create an exotherm. 5. Contractor shall slowly cool the hardened pipe liner in a temperature below 100 degrees F before releasing the hydrostatic pressure. Cool down may be accomplished by introducing cool water into the inversion standpipe to replace water drained from a small hole placed in the downstream end. Final pressure release shall be slow to avoid development of a vacuum in the newly formed pipe liner. 6. A tight seal shall be achieved at the ends of the liner. If this is not achieved, then a seal must be achieved by applying a coating of a resin mixture compatible with the liner material at the manholes. 7. Steam curing shall not be used unless Contractor meets the following qualifications: a. Contractor shall be licensed and certified by the manufacturer of the CIPP Lining process and have successfully completed at least 5 CIPP Lining Projects and aggregate length of at least 10,000, of which 2,000 linear feet must be greater than 9-inch pipe using steam curing. b. Each installation crew must be directly supervised by a dedicated foreman having previously supervised the successful installation of at least 5 CIPP Lining Projects and aggregate length of at least 10,000, of which 2,000 linear feet must be greater than 9-inch pipe using steam curing. Contractor shall reopen branch connections to buildings without excavation using a remote-controlled cutting device monitored by a video television camera. Contractor shall certify he/she has a minimum of two (2) complete working cutter units plus spare key components on the site before each lining process begins. After the sewer lining is complete, Contractor shall re-establish all active service connections as soon as practical and before any adverse effect is experienced by the resident. Contractor shall determine active services during pre-construction televising. If Contractor is unable to re-establish sewer service connections inside the pipe and excavation is necessary, the cost and liability of such excavation shall be the responsibility of Contractor, including any additional landscaping or turf establishment. 82 SC-13 Significant wrinkles, as determined by the Engineer, shall be cause for rejection of the liner. Rejected liners shall be completely removed and the pipes relined to provide a smooth pipe interior. The cost for all such removals and relining shall be borne by Contractor. Contractor shall warrant and save harmless the City against all claims for patent infringement and any loss thereof. C. Increased or Decreased Quantities: No consideration will be given to requests for extra compensation due to increased or decreased quantities. 24. PROCEDURES IN THE EVENT OF A SEWAGE SPILL: In the event of a sewage release, Contractor shall immediately notify the State of Minnesota Duty Officer at the Department of Public Safety at 651.649.5451 and the City Engineer at 763.593.8030. The Duty Officer will instruct Contractor on any further notification procedures. Contractor shall also take immediate action to prevent sewage from entering any water body or storm sewer by directing any such sewage flow into the existing sanitary sewer system. 83 MAP LOCATION-1 84 MAP LOCATION-2 85 MAP LOCATION-3 86 MAP LOCATION-4 87 MAP LOCATION-5 88 MAP LOCATION-6 89 MAP LOCATION-7 90 EXECUTIVE SUMMARY Police 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting April 1, 2025 Agenda Item 3E.3. Approve the Purchase of Motorola Automatic License Plate Reader (ALPR) Prepared By Alice White, Assistant Police Chief Summary The Golden Valley Police Department is seeking City Council approval to enter into a contract with Motorola for the purchase of an Automatic License Plate Reader (ALPR) system. This camera system will provide real-time notifications to officers when a vehicle license plate is run through the system and linked to a criminal investigation or warrants police contact due to the vehicles involvement with a crime. Once the officers are alerted to the presence of a wanted vehicle, the ALPR camera system will allow the police department the ability to swiftly and safely apprehend individuals who may be involved in criminal activity. Additionally, the ALPR camera system will allow officers to respond more effectively and appropriately based on the nature of the alleged crime, enhancing overall public safety and law enforcement operations in Golden Valley. The Golden Valley Police Department has utilized ALPR cameras for past decade and would like to replace the old camera system with new technology. Financial or Budget Considerations The cost of the ALPR is $110. 983.02 over a (5) year payment plan which includes equipment, installation, and maintenance. The funding source for the purchase of the ALPR cameras will from the Public Safety Aid for Cities appointed by legislation. Legal Considerations The Legal department has reviewed the terms and conditions of this contract. Recommendations from the legal team have been placed in the contract. Equity Considerations The utilization of ALPR cameras extends the goals of the city and police department's values by elevating standard operating processes and practices with the purposeful aim of being holistic and impartial while eliminating historical disparities in public safety. Recommended Action Motion to approve the purchase automatic license plate reader equipment from Motorola. Supporting Documents Motorola ALPR Quote and Terms 91 Automated License Plate Reader (ALPR) mandated policy.pdf 92    QUOTE-2895787        GOLDEN VALLEY POLICE DEPT, CITY OF  GVPD (12) L5M Purchase w/Warranty  02/12/2025   The design, technical, pricing, and other information (“Information”) furnished with this submission is confidential proprietary information of Motorola Solutions, Inc. or the Motorola Solutions entityproviding this quote (“Motorola”) and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to bedisclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola.MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks arethe property of their respective owners. © 2020 Motorola Solutions, Inc. All rights reserved.   93  Billing Address: GOLDEN VALLEY POLICE DEPT, CITY OF  7800 GOLDEN VLY RD  GOLDEN VALLEY, MN 55427  US       Quote Date:02/12/2025 Expiration Date:05/13/2025 Quote Created By: Matthew Fitzpatrick Matt.Fitzpatrick@ motorolasolutions.com End Customer: GOLDEN VALLEY POLICE DEPT, CITY OF  Virgil Green  vgreen@goldenvalleymn.gov  763 234-0886         Contract:  36874 - WATCHGUARD- SOURCEWELL MN   Summary: Any sales transaction resulting from Motorola's quote is based on and subject to the applicable Motorola Standard Terms and Conditions, notwithstanding terms and conditions on purchase orders or other Customer ordering documents. Motorola Standard Terms and Conditions are found at www.motorolasolutions.com/product-terms.  Line #   Item Number   Description   Qty   Term   Sale Price   Ext. Sale Price         L5M Mobile System Purchase            1   CDMS-HWW   MOBILE LPR CAMERA KIT EXTENDED HARDWARE WARRANTY - VALID FROM STANDARD WARRANTY EXPIRATION   12   5 YEARS   $1,890.00   $22,680.00      2   VSB-54045   CDM KIT 12 12 12 L5M CAMERAS W VLP   4    $10,800.00   $43,200.00      3   VS-DLF-01   DEVICE LICENSE FEE   12   5 YEARS   $2,137.32   $25,647.84      4   SSU-TRAVEL   TRAVEL   1    $3,375.00   $3,375.00         Investigative LPR Applications            5   VS-VM-HS   SOFTWARE,VEHICLEMANAGER HOSTED SUBSCRIPTION   1   5 YEARS   $15,750.18   $15,750.18      6   ACC-SFT-ENBL   ACCOUNT/SOFTWARE ENABLEMENT   1    $330.00   $330.00     Grand Total  $110,983.02(USD)        QUOTE-2895787GVPD (12) L5M Purchase w/Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 2   94   Pricing Summary Sale Price Upfront Costs for Hardware, Accessories and Implementation (if applicable)$59,720.60 Year 2 Subscription Fee $12,815.60 Year 3 Subscription Fee $12,815.60 Year 4 Subscription Fee $12,815.60 Year 5 Subscription Fee $12,815.60 Grand Total System Price (Inclusive of Upfront and Annual Costs)$110,983.02 *Upfront costs include the cost of Hardware, Accessories and Implementation, where applicable.    Notes: ●   The Pricing Summary is a breakdown of costs and does not reflect the frequency at which you will be invoiced.    ●      Unless otherwise noted, this quote excludes sales tax or other applicable taxes (such as Goods and ServicesTax, sales tax, Value Added Tax and other taxes of a similar nature). Any tax the customer is subject to will beadded to invoices.     QUOTE-2895787GVPD (12) L5M Purchase w/Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 3   95 L5M MOBILE SYSTEM SOLUTION DESCRIPTION L5M MOBILE SYSTEM The L5M Mobile Camera System stands out with its industry-leading image sensor, delivering unparalleled low-light performance and precise license plate, make and model recognition. Its global shutter ensures clear capture of high - speed vehicles, while its seamless integration with our advanced software suite, VehicleManager, enables comprehensive data analysis and robust management tools, setting a new standard for law enforcement and security operations. Key Features and Benefits:  Superior Detection Capabilities: The L5M Mobile System leverages dual high-quality color and infrared (IR) sensors with dedicated lenses and IR illumination, ensuring the clarity of license plates even at speeds up to 150 MPH. AI-powered make and model identification and ONVIF-compliant video streaming enhance data accuracy and breadth.  Enhanced In-Car User Experience: CarDetector Mobile software provides audio and visual alerts for hot- listed vehicle detections and allows seamless, in-car investigations. The interface is designed for a familiar, efficient user experience and integrates seamlessly with other Motorola products.  Flexible Deployment Options: The L5M Mobile System can be configured with various lenses for 4 to 85- foot scan distances and mounted in multiple positions on vehicles. The VIP processor supports up to four cameras, enabling continuous scanning at up to 60 FPS. Quick activation via CarDetector Mobile and constant connectivity with GPS and LTE ensure reliable performance.  Durable and Low Maintenance: IP68-rated for harsh conditions, the L5M Mobile System withstands shock, vibration, extreme temperatures, and inclement weather. It is des igned for year-round use and includes automatic updates to ensure the latest features and optimal performance.  Advanced-Data Management: Integrating with VehicleManager, the L5M Mobile System facilitates detailed searches, hot list management and advanced analytics on billions of LPR records. The system offers transformative vehicle location intelligence while maintaining industry-leading data control and program success security standards.  High-Speed, High-Traffic Performance: Designed for high-speed, high-traffic environments, the L5M Mobile System captures precise, reliable license plate data, enhancing the effectiveness of law enforcement and security operations. Deploy the L5M Mobile System to enhance your LPR capabilities with superior image quality, f lexible deployment, and advanced data management and analytics, ensuring reliable performance in any environment.      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 4   96 1INVESTIGATIVE LPR APPLICATIONS VEHICLEMANAGER SOLUTION DESCRIPTION VEHICLEMANAGER / VEHICLEMANAGER ENTERPRISE VehicleManager / VehicleManager Enterprise is a vehicle location intelligence solution that builds on traditional license plate recognition with patented, powerful analytics, transforming license plate data into actionable intelligence. Key Features and Benefits:  Advanced Search Capabilities: Easily search and review vehicle location history, predict future locations, and conduct complete and partial plate searches with date and time filters.  Comprehensive Data Display: View detection data on a timeline and map, integrated with Google Street View for detailed location insights.  Geo-Fence and Filter Options: Create geo-fences, set time and date ranges, and apply vehicle year, make, and model filters to refine search results.  Associated Analytics: Identify vehicles traveling with or parked near a target vehicle, enhancing s ituational awareness.  Hot List Management and Alerts: Configure hot lists and receive alerts when vehicles of interest are detected, with options for sharing lists with partner agencies.  Secure Data Management: Manage LPR camera systems, integrate data from various sources, control data retention based on local laws, and share data securely using built -in MOU templates.  Robust Security Measures: Ensure data protection with end-to-end encryption, user authentication, detailed audit logs, and routine system updates for security and new features.      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 5   97 LICENSE PLATE RECOGNITION TECHNOLOGY STATEMENT OF WORK OVERVIEW This Statement of Work (SOW) outlines the responsibilities of Motorola Solutions, Inc. (Motorola) and the Customer for the implementation of fixed or mobile License Plate Recognition (LPR) technology(s) and your License Plate Recognition Technology solution, if Deployment or Installation Services are purchased as part of the Contract. For the purpose of this SOW, the term “Motorola” may refer to our affiliates, subcontractors, or certified third-party partners. A third-party partner(s) (Motorola-certified installer) will work on Motorola’s behalf to install your License Plate Recognition Technology system(s) (if applicable). This SOW addresses the responsibilities of Motorola and the Customer that are relevant to the implementation of the hardware and software components listed in the Solutions Description. Any changes or deviations from this SOW must be mutually agreed upon by Motorola and the Customer and will be addressed in accordance with the change provisions of the Contract. The Customer acknowledges any changes or deviations from this SOW may incur additional cost. Motorola and the Customer will work to complete their respective responsibilities in accordance with the Project Schedule. Any changes to the Project Schedule must be mutually agreed upon b y both parties in accordance with the change provisions of the Contract. Unless specifically stated, Motorola will perform the work remotely. The Customer will provide Motorola personnel with access to their network and facilities so Motorola is able to fulfill its obligations. The Customer is responsible for acquisition and use of a remote access tool that complies with the regulations controlling use of the remote access tool. All work will be performed during normal business hours based on the Customer’s time zone (Monday through Friday from 8:00 a.m. to 5:00 p.m.). The number and type of software subscription licenses, products, or services provided by Motorola are specifically listed in the Contract and referenced in the SOW. Services provided under this SOW are governed by the mutually executed Contract between the parties, or Motorola’s Master Customer Agreement and applicable addenda (“Contract”). AWARD, ADMINISTRATION, AND PROJECT INITIATION Project Initiation and Planning will begin following the execution of the Contract between Motorola and the Customer. At the conclusion of Project Planning, Motorola’s Project Manager (PM) will begin status meetings and provide status reports on a regular cadence with the Customer’s PM. The status report will provide a summary of activities completed, activities planned, progress against the project schedule, items of concern requiring attention, as well as, potential project risks and agreed upon mitigation actions. Motorola utilizes Google Meet as its teleconference tool. If the Customer desires to use an alternative teleconferencing tool, any costs incurred from the use of this alternate teleconferencing tool will be the responsibility of the Customer.      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 6   98 FBI-CJIS SECURITY POLICY – CRIMINAL JUSTICE INFORMATION CJIS Security Policy Compliance Motorola does not believe our LPR and License Plate Recognition Technology offerings require compliance with the FBI-CJIS Security Policy (CJISSECPOL) based on the definition in Section 4 of CJISSECPOL and how the FBI-CJIS defines Criminal Justice Information. However, Motorola does design its products with the CJISSECPOL security controls as a guide. Motorola’s LPR system design and features support best practice security controls and policy compliance. In the event of a CJIS technical audit request, Motorola will support the Customer throughout this process. Personnel Security – Background Screening Motorola will assist the Customer with completing the CJIS Security Policy Section 5.12 Personnel Security related to authorized personnel background screening when requested to do so by the Customer. Based on Section 5.12, a Motorola employee is defined as someone who is required to be on the Customer’s property with unescorted access. Motorola employees will also have access to the Customer’s network(s) and stored information. Motorola has remote access tools to support virtual escorted access to on-premises customer assets. Additionally, Motorola performs independent criminal background investigations including name based background checks, credential and educational vetting, credit checks, U.S. citizen and authorized worker identity verification on its employees. Motorola will support the Customer in the event of a CJIS audit request to validate employees assigned to the project requiring CJIS Section 5.12 Personnel Security screening and determine whether this list is up to date and accurate. Motorola will notify the Customer within 24 hours or next business day of a personne l status change. Security Awareness Training Motorola requires all employees who will support the Customer to undergo Level 3 Security Awareness Training provided by Peak Performance and their CJIS online training platform. If the Customer does not have ac cess to these records, Motorola can facilitate proof of completion. If the Customer requires additional and/or separate training, Motorola will work with the Customer to accommodate this request at an additional cost. CJIS Security Addendum Motorola requires all employees directly supporting the Customer to sign the CJIS Security Addendum if required to do so by the Customer. Third Party Installer The Motorola-certified third party installer will work independently with the Customer to complete the Section 5.12 Personnel Security checks, complete Security Awareness Training and execute the CJIS Security Addendum. COMPLETION CRITERIA The project is considered complete once Motorola has completed all responsibilities listed in this SOW. The Customer’s task completion will occur based on the Project Schedule to ensure Motorola is able to complete all tasks without delays. Motorola will not be held liable for project delays due to incomplete Customer tasks.      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 7   99 The Customer must provide Motorola with written notification if they do not accept the completion of Motorola responsibilities. Written notification must be provided to Motorola within ten (10) business days of task completion. The project will be deemed accepted if no written notification is received within t en (10) business days. In the absence of written notification for non-acceptance, beneficial use will occur thirty (30) days after functional demonstration of the system. SUBSCRIPTION SERVICE PERIOD If the contracted system includes a subscription, the sub scription service period will begin upon the Customer’s receipt of credentials for access. The provision and use of the subscription service is governed by the Contract. PROJECT ROLES AND RESPONSIBILITIES OVERVIEW Motorola Project Roles and Responsibiliti es (if applicable) The Motorola Project Team will be assigned to the project under the direction of the Motorola Project Manager. Each team member will be engaged in different phases of the project as necessary. Some team members will be multi-disciplinary and may fulfill more than one role. In order to maximize effectiveness, the Motorola Project Team will provide various services remotely by teleconference, web-conference, or other remote method in order to fulfill our commitments as outlined in this SOW . Our experience has shown customers who take an active role in the operational and educational process of their system realize user adoption sooner and achieve higher levels of success with system operation. The subsections below provide an overview of each Motorola Project Team Member. Project Manager (PM) The PM will be the principal business representative and point of contact for Motorola. The PM’s responsibilities may include but are not limited to:  Manage Motorola responsibilities related to the delivery of the project.  Maintain the Project Schedule, and manage assigned Motorola personnel, subcontractors, and suppliers as applicable.  Coordinate schedules of assigned Motorola personnel, subcontractors, and suppliers as applicable.  Maintain project communications with the Customer.  Identify and manage project risks.  Coordinate collaboration of Customer resources to minimize project delays.  Evaluate project status against Project Schedule.  Conduct status meetings on mutually agreed upon dates to discuss project status.  Provide timely responses to Customer inquiries and issues related to project progress.  Conduct status calls with the Customer throughout the Project up to and including Go-Live. System Technologist The System Technologist (ST) will work with the Customer’s Project Team on:  Camera programing  Camera alignment      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 8   100  Licensed Software Training  Develop and submit Start Up and Commissioning Sign Off (SSU&C) Technical Trainer / Instructor The Technical Trainer / Instructor provides training in accordance with the Training Plan provided to the Customer. Motorola-Certified Installer The Motorola-certified installer is primarily responsible for installing in-car and fixed LPRs. There are specific requirements the 3rd party partner must meet in order to be considered a Motorola-certified installer, and they include (but are not limited to) the following: Required Training  SSU&C Onsite Training - Included Certification testing completed and passed  Networking (must meet one of the following three requi rements) - CompTia Network + Certification - Networking Degree in IT - Basic Networking RDS003  ASE Certification for Mobile Installers  Electrical Certification - Electrical Certification/Permitting  Low Voltage Certification  High Voltage Certification  Equipment Certification - Bucket Truck Certification - Any applicable testing equipment certification Other responsibilities the Motorola-certified installer may be involved in include the fixed and/or mobile installation of cellular routers, wired networks, poles, trenching, and conduit runs as well as the manufacturing and/or service of trailers. These activities will only be completed by Motorola if Motorola quotes these services; otherwise, the completion of these services are solely the responsibility of t he Customer. Customer Support and Services Team The Customer Support and Services Team will provide on-going support to the Customer following Go-Live and final acceptance of the project. Customer Project Roles and Responsibilities (if applicable) Motorola has defined key resources that are critical to this project and must participate in all the activities defined in this SOW. During the Project Planning phase, the Customer will be required to provide names and contact information for the roles listed below. It is critical that these resources are empowered to make decisions based on the Customer’s operational and administration needs. The Customer Project Team will be engaged from Project Initiation through Beneficial Use of the system. In the event the Customer is unable to provide the resources identified in this section, Motorola may be able to supplement these resources at an additional cost.      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 9   101 Project Manager The PM will act as the primary point of contact for the duration of the project. In the event the project involves multiple locations, Motorola will work exclusively with the Customer’s primary PM. The PM’s responsibilities will include, but are not limited to:  Communicate and coordinate with other project participants.  Manage the Customer Project Team including subcontractors and third-party vendors. This includes timely facilitation of tasks and activities.  Maintain project communications with the Motorola PM.  Identify tasks required of Customer staff that are outlined in this SOW and the Project Schedule.  Consolidate all project inquiries from Customer staff to present to Motorola PM.  Approve a deployment date offered by Motorola.  Review Project Schedule with the Motorola PM and finalize tasks, dates, and responsibilities.  Measure and evaluate progress against the Project Schedule.  Monitor project to ensure resources are available as required.  Attend status meetings.  Provide timely responses to issues related to project progress.  Liaise and coordinate with other agencies, Customer vendors, contr actors, and common carriers.  Review and administer change control procedures, hardware and software certification, and all related project tasks required to meet the deployment date.  Ensure Customer vendors’ readiness ahead of the deployment date.  Assign one or more personnel to work with Motorola staff as needed for the duration of the project, including one or more representatives from the IT department.  Identify a resource with authority to formally acknowledge and approve milestone recognition certifica tes, as well as, approve and release payments in a timely manner.  Provide Motorola personnel with access to all Customer facilities where system equipment is to be installed. Temporary identification cards are to be issued to Motorola personnel, if require d for access.  Ensure remote network connectivity and access for Motorola resources, if applicable to the solution.  Assume responsibility for all fees pertaining to licenses, permits, inspections and any delays associated with inspections due to required permits as applicable to this project.  Provide reasonable care to prevent equipment exposure from contaminants that may cause damage to the equipment or interruption of service.  Ensure a safe working environment for Motorola personnel.  Identify and manage project risks.  Provide signature(s) of Motorola-provided milestone recognition certificate(s) within ten (10) business days of receipt. IT Support IT Support manages the technical efforts and ongoing activities of the Customer’s system. IT Support will be responsible for managing Customer provisioning and providing Motorola with the required information for LAN, WAN, server and client infrastructure. The IT Support Team responsibilities include but are not limited to:  Participate in delivery and training activities to understand the software and functionality of the system.  Participate with Customer Subject Matter Experts (SMEs) during the provisioning process and associated training.      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 10   102  Authorize global provisioning decisions and be the Point of Contact (POC) for reporting and verifying problems.  Monitor firmware updates  Implement changes to Customer infrastructure in support of the proposed system. Agency Manager The Agency Manager will act as the primary POC upon project completion.  Push internal requests for updates through appropriate channels  Monitor all firmware updates and all other security measures for physical hardware as required by the Customer internal policies  Administer users  Audit reports  Manage Hotlist and Hotlist functionality  Attend Agency Manager training  Oversee or act as the training POC  Ensure all Authorized Users are aware of usage restrictions and any applicable terms related to the use of the LPR System  Controls appropriate use and data storage policies as well as procedures for the da ta maintained outside the LPR system. This includes when any information is disseminated, extracted or exported out of the LPR system  Controls and is responsible for developing the policies, procedures, and enforcement for applying deletion/purging and dissemination rules to information within and outside of the LPR system.  Ensure data and system protection strategies are accomplished through the tools provided by Motorola for account and user management features along with audit and alert threshold features. Subject Matter Experts (SMEs) SMEs are a core group of users involved with the analysis, training and implementation process. The SMEs should be experienced users in their own respective field (evidence, dispatch, patrol, etc.) and should be empowered by the Customer to make decisions based on workflows and department policies related to the proposed system. General Customer Responsibilities (If Applicable) In addition to the Customer responsibilities listed above, the Customer is responsible for the following:  Customer Site. If the Solution is to be installed at a Customer location (“Site”), the Solution will only be installed and/or evaluated at the Customer sites identified.  Customer will be responsible for providing all necessary permits, licenses, and other approvals necessary for the installation and use of the Products and the performance of the Services at each applicable Site, including for Motorola to perform its obligations hereunder, and for facilitating Motorola’s access to the Sites. This includes, but is not limited to providing a traffic safety plan to facilitate the safe deployment of all Equipment that is installed on, over, or near Sites with active roadways. 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. The Equipment used for the Services will only be located at such site.  If the Solution is to be accessed remotely, Customer will only access Solution in the manner described by Solution documentation or as otherwise instructed by Motorola.      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 11   103  Site Conditions and Issues. 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 phys ical space, air conditioning, and other environmental conditions, electrical power outlets, distribution, equipment, connections, and telephone or other communication lines (including modem access and interfacing networking capabilities), and (d) Sites are suitable for the installation, use, and maintenance of the Products and Services. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date.  All costs associated with permitting.  Supply a proper power source to all Motorola Solutions provided equipment.  Provide ALL points of attachment for hardware that include fixed LPR Cameras and associated equipment and ensuring all equipment is attached in accordance with local policies and codes.  Supply any new infrastructure required to mount or attach the Motorola Solutions hardware to.  Trenching as required for the purpose of running electrical power  All poles and existing infrastructure that are not being purchased from Motorola a s part of the LPR solution.  All Utility locates needed for impacted areas.  Providing the communications point of attachment for each site.  When cellular service is used as the point of connection, customer is responsible for providing cellular service and SIM cards if they are not being purchased from Motorola as part of the LPR solution.  All Customer-provided equipment, including third-party hardware and software needed for the proposed system but not listed as a Motorola deliverable. Examples include end user workstations, network equipment, etc.  Configure, test, and maintain third-party system(s) that will interface with the proposed system.  Establish an Application Programming Interface (API) for applicable third-party system(s) and provide documentation that describes the integration to the Motorola system.  All work is to be performed by Motorola-certified installers. The Customer is responsible for work performed by non-certified installers.  Upgrades to Customer’s existing system(s) in order to support the proposed system.  Mitigate the impact of upgrading Customer third-party system(s) that will integrate with the proposed system. Motorola strongly recommends working with the Motorola Project Team to understand the impact of such upgrades prior to taking action.  Electronic versions of any documentation associated with business processes identified.  Ability to participate in remote project meetings using Google Meet or a mutually agreed upon Customer - provided remote conferencing tool.  Manage the Hotlist in accordance with the rules and regulations of the Customers State. Motorola is not responsible for any delays that arise from Customer’s failure to perform the responsibilities outlined in this SOW or delays caused by Customer’s third-party vendor(s) or subcontractor(s). NETWORK AND HARDWARE REQUIREMENTS The following requirements must be met by the Customer prior to Motorola installing the proposed system:  Provide network connectivity for the transfer and exchange of data for the proposed system.  Provide remote access for Motorola personnel to configure the system and conduct diagnostics.  Provide Internet access to fixed and mobile equipment.  Provide devices such as workstations, tablets, and smartphones with Internet access for system usage. Chrome is the recommended browser for optimal performance. The workstations must support MS Windows 11 Enterprise.      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 12   104  Provide and install antivirus software for workstation(s).  Provide Motorola with administrative rights to Active Directory for the purpose of installation, configuration, and support (if applicable).  Ensure required traffic is routed through Customer’s firewall. Motorola is not responsible for any costs or delays that arise from Customer’s failure to meet network and hardware requirements. PROJECT PLANNING A clear understanding of the needs and expectations of Motorola and the Customer is critical to fostering a collaborative environment of trust and mutual respect. Project Planning requires the gathering of specific information to set clear project expectations and guidelines, as well as lay the foundation for a successful implementation. Project Planning Session (if applicable) A Project Planning Session will be scheduled after the Contract has been executed. The Project Planning Session is an opportunity for the Motorola and Customer PM to meet prior to the Project Kickoff Meeting and review key elements of the project and expectations. Depending on the items purchased, the agenda will typically include:  A high level review of the following project elements: - Contract documents. - A summary of contracted applications and hardware as purchased. - Customer’s involvement in project activities to confirm understanding of scope and required time commitments. - A high level Project Schedule with milestones and dates.  Confirm CJIS background investigations and fingerprint requirements for Motorola employees and/or subcontractors.  Confirm Customer location for Motorola to ship their equipment for installation. Motorola Responsibilities  Schedule the remote Project Planning Session.  Request the assignment of Customer Project Team and any additional Customer resources that are instrumental to the project’s success.  Provide the initial Project Schedule.  Baseline the Project Schedule.  Review Motorola’s delivery approach.  Document mutually agreed upon Project Kickoff Meeting Agenda.  Request user information required to establish the Customer in associated training portals. Customer Responsibilities  Identify Customer Project Team and any additional Customer resources that are instrumental to the project’s success.  Acknowledge the mutually agreed upon Project Kickoff Meeting Agenda.  Provide approval to proceed with the Project Kickoff Meeting.      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 13   105 Motorola Deliverables  Project Kickoff Meeting Agenda. Project Kickoff (if applicable) Motorola will work with the Customer to understand the impact of introducing a new solution and the preparedness needed for a successful implementation. Note – The Detail Design Review (DDR), if applicable, is completed during the pre-sales process and normally completed prior to Contract award. Delay in the DDR review may impact the project schedule. Motorola will not be responsible for additional costs or delays incurred for Customer requested changes to the DDR. Motorola Responsibilities  Review Contract documents including project delivery requirements as described in this SOW.  Discuss the deployment start date and deliver the Deployment Checklist.  Discuss Mobile LPR equipment installation activities and responsibilities.  Discuss Fixed LPR installation activities and responsibilities.  Discuss project team participants and their role(s) in the project with fulfilling the obligations of this SOW.  Review resource and scheduling requirements.  Review the DDR, arranging for additional meeting for review as needed  Review the Credentials Form  Discuss Motorola remote system access requirements (24-hour access to a secured two-way Internet connection through the Customer’s firewall for the purpose of deployment and maintenance).  Complete all necessary documentation (i.e. fingerprints, background checks, card keys, etc.) required for Motorola resources to gain access to Customer facilities.  Discuss the Training Plan.  Review and agree on completion criteria and the process for transitioning to support . Customer Responsibilities  Provide feedback on project delivery requirements.  Review the Deployment Checklist.  Review the roles of project participants to identify decision-making authority.  Grant Motorola Support access in the License Plate Recognition T echnology program  Validate non-disclosure agreements, approvals, and other related items are complete (if applicable).  Provide all documentation (i.e. fingerprints, background checks, card keys, etc.) required for Motorola resources to gain access to Customer facilities. Motorola Deliverables  Project Kickoff Meeting Minutes  Deployment Checklist      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 14   106 PROJECT EXECUTION Hardware Procurement and Installation (if applicable) Motorola will procure contracted hardware as part of the ordering process. The Customer is r esponsible for providing an installation environment that meets manufacturer’s specifications for the hardware, which includes but is not limited to:  Power  Heating and Cooling  Network Connectivity  Access and Security  Conduit and Cabling Motorola Responsibilities  Procure contracted equipment and ship to the Customer's designated location.  Verify remote connection to hardware.  The installer will be responsible for installing all Motorola provided hardware.  Installer will utilize a certified electrician when wiring power to equipment.  Verify whether the hardware is properly installed, connected to the network, and positioned to capture license plate data. (if applicable).  Create a Trip Report outlining the activities completed during configuration and testing of system hardware. Customer Responsibilities (if applicable)  Provide Motorola with the correct IP address(es) for configuration  Ensure the Customer’s network is operational.  Inventory LPR equipment after arrival at Customer location.  Procure Customer-provided equipment and make it available at the installation location.  Install backend server in Customer's designated area (if applicable).  Confirm the server room complies with environmental requirements (i.e. power, uninterruptible power, surge protection, heating/cooling, etc.)(if applicable).  Verify the server is connected to the Customer’s network and installed for use.(if applicab le)  Conduct a power-on test to validate the installed hardware and software are ready for configuration.  Provide, install, and maintain antivirus software for server(s) and/or workstation(s).  Enable outgoing network connection (external firewall) to License Plate Recognition Technology  Install Customer-supplied Access Points (if applicable).  Verify all equipment directly connected to power is properly installed and connected to the network (if applicable).  For remote deployments, the Customer is responsible for verifying all equipment is connected to their network  Confirm access to installed software on Customer-provided workstation(s). Motorola Deliverables  Contracted Equipment      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 15   107 Mobile LPR Camera System (If Applicable) The Motorola-certified installer will complete the installation of the Mobile LPR system(s) within the Customer- provided vehicle(s) or selected location. The installer may also be responsible for installing cellular routers or Wi- Fi radios inside the vehicle(s) for wireless upload of video and images. The Customer vehicles must be available for the ST to complete the configuration and test ing of the contractual number of Mobile LPR cameras. If the Customer does not have all vehicles available during the agreed upon date and time, the Customer may opt to sign-off on the number of Mobile configurations completed. If the Customer requires the ST to complete the full contractual number of Mobile LPR Cameras at a later date and time, additional cost may be incurred. Note – The Pricing Page will reflect the Mobile LPR installation services by Motorola if Motorola is responsible for the installations. Motorola Responsibilities  Setup server for Mobile LPR digital video recorder (DVR) configuration.  Create configuration USB used to complete Mobile LPR hardware configuration and validation.  Travel to the Customer site to conduct configuration and test ing of Mobile LPRs.  Complete Mobile LPR configuration on a single vehicle, and validate the configuration with the Customer.  Point and aim the Mobile LPR camera for image capturing.  Install Licensed Software on Customer-provided mobile data terminal (MDT)  Configure MDT Netowrk Card  Enable AI in Video Manager  Configure NetMotion (if applicable)  Receive Customer approval to proceed with remaining Mobile LPR configurations.  Complete remaining contracted vehicle configurations.  Test a subset of completed Mobile LPR hardware configurations.  For Motorola-certified installer, complete the installation of cellular router and confirm placement of antenna mounting with Customer (if applicable).  The Motorola-certified installer will install Customer-provided SIM card into cellular router and connect cellular router to the Mobile LPR (if applicable). Customer Responsibilities  Provide Motorola with remote connection and access credentials to complete Mobile LPR hardware configuration.  Notify Motorola of the vehicle installation location.  Coordinate and schedule date and time for Mobile LPR hardware configuration(s).  Make Mobile LPR hardware available to Motorola for configuration and testing in accordance with the Project Schedule.  Provide cellular SIM Card for Internet connectivity to the installer at time of installation. Motorola Deliverables  Complete Configuration and camera aiming as it applies to the proposed solution.      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 16   108 Fixed LPR Camera System Configuration (If Applicable) The Motorola-certified installer will complete the installation of the Fixed LPR system(s) within the Customers designated locations. The installer may also be responsible for installing cellular routers or Wi-Fi radios for wireless upload of video and images. In the instance where Customer has purchased a self-deploy or quick- deploy camera without deployment or installation, the below Motorola responsibilities will be absorbed by the Customer. Motorola Responsibilities  Review preliminary plans for installation  Verify with customer that proper permits and authorizations have been obtained  Identify installation locations (pole or infrastructure asset) on which to install the Fixed LPR camera  Motorola-certified installer will install the Fixed LPR camera  Point and aim the Fixed LPR camera for image capturing  Install License Plate Recognition Technology Software Customer Responsibilities  Approve installation locations  Obtain necessary permits and authorizations  Provide power to installation locations  Provide any required trenching  Coordinate with local utility companies in the case of any interrupted service requests or instances NOTE - The Customer is responsible for having all vehicles and devices available for installation per the Project Schedule. All cellular data fees and Internet connectivit y charges are the responsibility of the Customer. When cellular service is used as the point of connection, customer is responsible for providing cellular service, and SIM cards if they are not being purchased from Motorola as part of the LPR solution. If a Motorola-certified installer is not used for installation, Motorola is not responsible for any errors in hardware installation, performance or delays in the Project Schedule. In the event the Customer takes on the responsibility of install ing LPR cameras through a Motorola-certified installer, Motorola is also not responsible for any errors in hardware installation, performance or delays in the Project Schedule. For in-car LPR installations, an MDT is required for all vehicles (if applicable). Automatic License Plate Recognition (ALPR) Commissioning (If Applicable) This section highlights the responsibilities of Motorola and the Customer when a Motorola In-Car Video (ICV) system interfaces with the LPR database. Motorola Responsibilities  Create a Customer account in the LPR data system with authorized user emails.  Verify License Plate Recognition Technology software has been installed and launched per the Quickstart Guide.  Provide Mobile LPR - Officer Safety Basic and Advanced Pre-Installation Checklist.  Provide Agency Manager with Training Materials and Licensed Software MDT installation guide.  Advise Agency Manager of different options available to add new users.  Confirm Agency Manager is aware of registration required for Hotlists.  Confirm Agency Manager understands how to set up data-sharing.      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 17   109 Customer Responsibilities  Identify the Agency Manager.  Register to receive access to Hotlists. SOFTWARE INSTALLATION AND CONFIGURATION (IF APPLICABLE) Motorola will install LPR software on a specified number of work stations. The Customer will be responsible for installing the software on the remaining workstations. Licensed Software for the Mobile LPR Solution Licensed Software is used in conjunction with Mobile LPR cameras. Installation consists of the following activities:  Network discovery.  Operating system and software installation.  Onboarding user / system identity set up.  Provide user access to the application. License Plate Recognition Technology License Plate Recognition Technology software is a cloud solut ion that does not require an onsite server and supports the full LPR Solution. Motorola Responsibilities  Based on Customer feedback, perform the following activities: - Create users, groups, and permissions.  Test to ensure software is accessible to the Customer Customer Responsibilities  Verify traffic can be routed through Customer’s firewall and reaches end user workstations. CloudConnect Installation and Configuration (applicable for CommandCentral Aware purchase) Motorola Responsibilities  Verify remote access capability.  Remotely configure CloudConnect Virtual Machine within the Cloud Anchor Server.  Configure network connectivity and test connection to the CloudConnect Virtual Machine.  Create an IPSEC tunnel.  Provide Customer with the information for setting up the IPSEC tunnel. Customer Responsibilities  Provide Motorola with two static IP addresses, corresponding subnet masks/default gateway, and available NTP and DNS IP for the CloudConnect Virtual Machine and the Cloud Anchor Server.  Confirm with Motorola the network performance requirements are met.  Configure firewall to allow traffic from IPSEC tunnel. Completion Criteria  CloudConnect Virtual Machine configuration is complete and accessible throughout the network.      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 18   110 CommandCentral Evidence (if applicable) Motorola will work with the Customer to determine best industry practices, current operations environment, and subsystem integration to ensure optimal configuration of your CommandCentral Evidence solution. Motorola Responsibilities  Use the CommandCentral Admin Portal to provision users, groups, and rules based on Customer Active Directory data.  Guide the Customer in the configuration of CommandCentral Evidence. Customer Responsibilities  Supply access and credentials to Customer’s Active Directory for the purpose of Motorola conducting CommandCentral Evidence provisioning.  Respond to Motorola’s inquiries regarding users, groups and agency mapping to CommandCentral Evidence.  Provision policies, procedures, and user permissions.  Configure evidence as directed by Motorola. Third-Party Interfaces (if applicable) The integration between Motorola’s LPR system and the Customer’s third-party system may consist of an iterative series of activities depending on the complexity of accessing the third-party system. Interfaces will be installed and configured in accordance with the Project Schedule. The Customer is responsible for engaging third -party vendors as required to facilitate connectivity and testing of the interface(s). Motorola Responsibilities Develop and configure interface(s) to support the functionality described in the Solution Description. Establish and validate connectivity between Motorola and third -party systems. Perform functional demonstration to confirm the interface(s) can transmit and receive data t o the Customer’s digital evidence management system. Customer Responsibilities  Act as liaison between Motorola and third-party vendor(s) as required to establish connectivity to the LPR system.  Provide personnel authorized to make changes to the network and third-party systems to support Motorola’s integration efforts.  Provide network connectivity between the LPR and the third-party system(s).  Provide information on API, SDKs, data scheme, and any documentation necessary to establish interfaces with all local and remote systems. This information should be provided to the Motorola PM within ten (10) business days of the Interface Engagement Meeting. NOTE - At the time of initial design, unknown circumstances, requirements or anomalies may present difficulti es with interfacing Motorola products to a third-party application. These difficulties could result in a poorly performing or a non-functional interface. By providing Motorola with this information early in the deployment process, will put us in the best position to mitigate these potential issues. If the resolution requires additional third-party integration, application upgrades, APIs, and/or additional software licenses, the Customer is responsible for addressing these issues at their cost. Motorola is not responsible for any delays or costs associated with third-party applications or      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 19   111 Customer-provided third-party hardware or software. All APIs provided by Motorola or integrations with third-party software are provided AS IS. Motorola is not liable for any claims or damages associated with third party applications, or Customer-provided third party hardware or software. SYSTEM TRAINING The objective of this section is to prepare for and deliver training. Motorola training consists of computer -based (online) and instructor-led (on-site or remote). Our training delivery methods will vary depending on course content. Training will be delivered in accordance with the Training Plan. As part of our training delivery, Motorola will provide user guides and training materials in an electronic format. Online Training (if applicable) Online training is made available to the Customer through LXP and/or Motorola vetted third party platforms. Motorola Responsibilities  Designate a LXP Administrator to work with the Customer (if applicable).  Establish an accessible instance of LXP for the Customer (if applicable).  Configure a Customer-specific portal view.  Organize content to align with Customer’s selected technologies.  Create initial Customer user accounts and a single Primary Administrator account..  Provide technical support for user account and access issues, LXP functionality, and Motorola managed content (if applicable).  Provide instruction to Customer on building groups.  Coordinate third party platform usage and additional course offerings Customer Responsibilities  Provide user information for the initial creation of accounts.  Complete LXP Administrator training (if applicable).  Ensure network and Internet connectivity for Customer access to training platforms. Instructor-Led Training (On-Site and/or Remote, if applicable) Instructor-led courses are based on products purchased and the Customer’s Training Plan. Motorola Responsibilities  Deliver User Guides and training materials in an electronic format.  Perform training in accordance with the provided Training Plan.  Provide the Customer with training attendance rosters and summarize any pertinent information that may impact end user training. Customer Responsibilities  Supply classroom(s) with the required computer and audio-visual equipment for training.  Designate training representatives who will work with the Motorola trainer(s) to deliver the training content.  Facilitate training of all Customer end users in accordance with the Customer’s Training Plan.      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 20   112 Motorola Deliverables  Electronic versions of User Guides and training materials.  Attendance rosters. PROJECT GO-LIVE, CLOSURE, AND HANDOVER TO SUPPORT Motorola will utilize the Deployment Checklist throughout the deployment process to verify features and functionality are in line with installation and configuration requirements. The Customer will witness the ST demonstrating the Deployment Checklist and provide feedback as features and functionality are demonstrated. The Customer is considered Live on the system after the equipment has been installed, configured, and made available for use, and training has been delivered or made available to the Customer. Upon the conclusion of Go-Live, the project is prepared for closure. Project closure is defined as the completion of tasks and the Customer’s receipt of contracted components. The Deployment Checklist serves as the artifact that memorializes a project closure. A System Acceptance Certificate will be provided to the Customer for signature to formally close out the project. The Customer has ten (10) business days to provide Motorola with a signed System Acceptance Certificate. If the Customer does not sign off on this document or provide Motorola written notification rejecting project closure, the project will be deemed closed. Upon project closure, the Customer will engage with Technical Support for on-going needs in accordance with the Customer’s specific terms and conditions of support. Motorola Responsibilities  Provide the Customer with Motorola Technical Support engagement process and contact information.  Provide Technical Support with the contact information of Customer users who are authorized to engage Technical Support.  Ensure Deployment Checklist is complete.  Obtain Customer signature on the System Acceptance Certificate.  Provide Customer survey upon closure of the project. Customer Responsibilities  Within ten (10) business days of receiving the System Acceptance Certificate, provide signatory approval signifying project closure.  Provide Motorola with the contact information of users who are authorized to engage Motorola’s Technical Support.  Engage Technical Support as needed. Motorola Completion Criteria  Provide Customer with survey upon closure of the project.      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 21   113 ASSUMPTIONS This SOW is based on the following list of assumptions (if applicable):  Customer is aware of and abiding by their States’ laws, mandates and requirements in relation to the Hotlist  Pole installations will be done on grassy/dirt/gravel areas or sites where excava tion can easily be done with fstandard auger equipment.  Site conditions meet all applicable industry and legal standards (including standards promulgated by OSHA or other governmental or regulatory bodies)  Information provided and approved in the Presales DDR process was accurate      QUOTE-2895787 GVPD (12) L5M Purchase w/ Warranty     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 22   114 2 From: Oleksandr Borodii <oleksandr.borodii@motorolasolutions.com> Sent: Tuesday, March 11, 2025 1:46 PM To: Maria Cisneros <MCisneros@goldenvalleymn.gov> Cc: Virgil Green <VGreen@goldenvalleymn.gov>; Nate Kinsey <nate.kinsey@motorolasolutions.com> Subject: Re: Golden Valley Police Department Hello Maria, Thank you for your email. Please see my comments inline below. Best, Alex Oleksandr Borodii Commercial Counsel / Conseiller juridique Motorola Solutions Law Department M: +1.514.701.4651 E: oleksandr.borodii@motorolasolutions.com This email and any attachments are for the authorized recipient's use only. If you receive this email in error, please immediately delete it from your system and notify the sender. You must not disclose, print, re-transmit, store, copy or rely on any part of this email and any attachments if you are not the authorized recipient. This email and any attachments are confidential and may contain confidential information and/or copyright material of Motorola Solutions Canada Inc., Motorola Solutions, Inc. and/or Vesta Solutions, Inc. Ce courriel, ainsi que tout fichier qui y est joint, est envoyé à l’intention exclusive de son destinataire ou du mandataire chargé de le lui transmettre; il est de nature confidentielle et peut être protégé par le droit d'auteur. SI le lecteur du présent courriel n’est pas le destinataire prévu, il est prié de noter qu’il ne doit ni divulguer, ni distribuer, ni copier ce courriel et tout fichier qui y est joint, ni s’en servir à quelque fin que ce soit. Merci d’en aviser l’expéditeur par courriel et de supprimer ce message ainsi que tout fichier joint. On Tue, Mar 11, 2025 at 2:05 PM Maria Cisneros <MCisneros@goldenvalleymn.gov> wrote: Hello Oleksandr, Thanks for reaching out. Here are our requirements to approve this agreement: 1.Remove paragraph 8.3 from the Customer Agreement. The city does not have legal authority to indemnify private companies. See attached Attorney General opinions. - Accepted. 2.Remove paragraph 9 from the Customer Agreement. The city does not accept limitations of liability.- Unless there is a statutory prohibition of limitation of liability, Motorola cannot accept unlimited liability. 3.Remove paragraph 9.3 from the Customer Agreement. The city does not agree to contractually limited statues of limitations.-Accepted. 4.It was difficult to tell whether the Mobile Video and Vigilant Addendum applies to this transaction. Please confirm.-Yes, this addendum applies. 5.Remove paragraph 2.5 from the Motorola Solutions Data Processing Addendum. The city does not have legal authority to indemnify private companies. See attached Attorney General opinions.-Accepted. 6.Fill in the blanks in paragraph 3.2.2 of the Maintenance, Support and Lifecycle Management Addendum.-Ok. 115 Motorola Solutions Customer Agreement This Motorola Solutions Customer Agreement (the “MCA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below (“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 date of the last signature (the “Effective Date”). Section 1. Agreement. 1.1. Scope; Agreement Documents. This MCA governs Customer’s purchase of Products and Services (as each are defined below) from Motorola. Additional terms and conditions applicable to specific Products and Services are set forth in one or more Motorola prepared or agreed upon addenda attached to this MCA (each an “Addendum”, and collectively the “Addenda”). This MCA, the Exhibits, Addenda, and Motorola-provided Proposal collectively form the Parties’ “Agreement”. 1.2. Attachments.The Exhibits listed below will be attached hereto and incorporated into and made a part of this Agreement: Exhibit A “Payment” (Communications System purchase only) Exhibit B Motorola Proposal dated __________________ Exhibit C “System Acceptance Certificate” (Communications System only) 1.3.Order of Precedence. In interpreting this Agreement and resolving any ambiguities: 1) the main body of this Agreement takes precedence over the exhibits (unless otherwise specified in an exhibit), and any inconsistency between Exhibits A through C will be resolved in their listed order, and 2) Each Addendum will control with respect to conflicting terms in the Agreement, but only as applicable to the Products and Services described in such Addendum. Section 2. Definitions. “Authorized Users” means Customer’s employees, full-time contractors engaged for the purpose of supporting the Products and Services that are not competitors of Motorola, and the entities (if any) specified in a Proposal or otherwise approved by Motorola in writing (email from an authorized Motorola signatory accepted), which may include affiliates or other Customer agencies. “Change Order”means a written amendment to this Agreement after the effective date that alters the work, the contract sum, the contract time, or other change mutually decided between the Parties. “Communications System”is a solution that includes at least one radio Product, whether devices, software, or infrastructure, and requires Integration Services to deploy such radio Product at a Customer Site or onto any Customer-Provided Equipment or Equipment provided to Customer. “Contract Price”means the price for the Communications System and implementation Services, excluding applicable sales or similar taxes and freight charges. Further, unless otherwise stated in Exhibit A “Payment” or the pricing pages of the Proposal, recurring fees for maintenance, SUA, or Subscription Software are included in the Contract Price. “Confidential Information” means any and all non-public information provided by one Party to the other that is disclosed under this Agreement in oral, written, graphic, machine recognizable, or sample form, 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 Motorola Solutions, Inc NA MCA v2.0 9.5.2024 1 116 to Motorola, Confidential Information will also include Products and Services, and Documentation, as well as any other information relating to the Products and Services. “Customer Contact Data” has the meaning given to it in the DPA. “Customer Data” has the meaning given to it in the DPA. “Customer-Provided Equipment” means components, including equipment and software, not provided by Motorola which may be required for use of the Products and Services. “Data Processing Addendum” or “DPA” means the Motorola Data Processing Addendum applicable to processing of Customer Data for US customers, as updated, supplemented, or superseded from time to time. The DPA is located at https://www.motorolasolutions.com/content/dam/msi/docs/msi-standards_terms-conditions/motorola_ solutions_united_states_data_processing_addendum_online_version.pdf and is incorporated into and made a part of this Agreement for all purposes pertaining to the contents of the DPA. Where terms or provisions in the Agreement conflict with terms or provisions of the DPA, the terms or provisions of the DPA will control with respect to the contents of the DPA. Section 2.6 of the DPA ("Customer Indemnity") is hereby deleted and shall not apply to this Agreement. “Documentation” means the documentation for the Equipment, software Products, or data, that is delivered with the Products and Services that specifies technical and performance features, capabilities, users, or operation, including training manuals, and other deliverables, such as reports, specifications, designs, plans, drawings, analytics, or other information. “Equipment” means hardware provided by Motorola. “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 their end users, in connection with or relating to the Products or Services; “Fees” means charges applicable to the Products and Services. “Integration Services” means the design, deployment, and integration Services provided by Motorola in order to design, install, set up, configure, and/or integrate the applicable Products as agreed upon by the Parties. “Licensed Software” means licensed software which is either preinstalled on Equipment or installed on Customer-Provided Equipment and licensed to Customer by Motorola for a perpetual or other defined license term. “Maintenance and Support Services” means the break/fix maintenance, technical support, or other Services (such as software integration Services) described in the applicable statement of work. “Motorola Data” means data owned or licensed by Motorola and made available to Customer in connection with the Products and Services; “Motorola Materials” means proprietary software, tools, data, and other materials, including designs, utilities, models, methodologies, systems, and specifications, which Motorola has developed or licensed from third parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, or derivative Motorola Solutions, Inc NA MCA v2.0 9.5.2024 2 117 works of the foregoing,whether made by Motorola or another party).Products and Services, Motorola Data,Third-Party Data,and Documentation,are considered Motorola Materials “Non-Motorola Materials”means collectively,Customer or third-party software,services, hardware,content,and data that is not provided by Motorola. “Proposal”means solution descriptions,pricing,equipment lists,statements of work (“SOW”), schedules,technical specifications,quotes,and other documents setting forth the Products and Services to be purchased by Customer and provided by Motorola.The Proposal may also include an ATP,Acceptance Test Plan,depending on the Products and Services purchased by Customer. “Products”or “Product”is how the Equipment,Licensed Software,and Subscription Software being purchased by the Customer will collectively be referred to in this Agreement (collectively as “Products”,or individually as a “Product”). “Professional Services”are Services provided by Motorola to Customer under this Agreement the nature and scope of which are more fully described in the Proposal and Section 2.2.5 of this Agreement. “Prohibited Jurisdiction”means any jurisdiction in which the provision of such Products and Services is prohibited under applicable laws or regulations. “Process”or “Processing”have the meaning given to them in the DPA “Services”means services related to purchased Products as described in the Proposal. “Service Completion Date”means the date of Motorola’s completion of the Services described in a Proposal. “Service Use Data”has the meaning given to it in the DPA. “Site”or “Sites”means the location where the Integration Services or Maintenance and SUpport Services will take place. “Software System”means a solution that includes at least one software Product and requires Integration Services to deploy such software Product at a Customer Site or onto any Customer-Provided Equipment or Equipment provided to Customer. “SUA”or “SUA II”means Motorola’s Software Upgrade Agreement program. “Subscription Software”means licensed cloud-based software-as-a-service products and other software which is either preinstalled on Equipment or installed on Customer-Provided Equipment, but licensed to Customer by Motorola on a subscription basis. “Third-Party Data”has the meaning given to it in the DPA. “Term”means the term of this MCA which will commence on the Effective Date and continue until six (6)months after the later of (a)the termination,expiration,or discontinuance of services under the last Proposal in effect,or (b)the expiration of all applicable warranty periods,unless the MCA is earlier terminated as set forth herein. Section 3.Products and Services. Motorola Solutions,Inc NA MCA v2.0 9.5.2024 3 118 3.1.Products.Motorola will (a)sell Equipment,(b)Licensed Software,and (c)Subscription Software to Customer,to the extent each is set forth in this Agreement.At any time during the Term (as defined below),Motorola may substitute any Products at no cost to Customer,if the substitute is substantially similar to the Products set forth in this Agreement. 3.2.Services. 3.2.1.Motorola will provide Services,to the extent set forth in this Agreement. 3.2.2.Integration Services;Maintenance and Support Services.Motorola will provide (a)Integration Services at the applicable Sites,agreed upon by the Parties or (b)Maintenance and Support Services,each as further described in the applicable statement of work.Maintenance,Support Services and Integration Services will each be considered “Services”,as defined above. 3.2.3.Service Proposals.The Fees for Services will be set forth in Motorola’s Quote or Proposal.A Customer point of contact will be set forth in the applicable statement of work for the Services. For purposes of clarity,each statement of work will be incorporated into,and form an integral part of,this Agreement. 3.2.4.Service Completion.Services described in a Proposal will be deemed complete upon the Service Completion Date,or as Services are renewed or terminated. 3.2.5.Professional Services 3.2.5.1.Assessment of Systems &Operations.If Customer is purchasing Professional Services to evaluate or assess networks,systems or operations,Customer acknowledges and agrees that the equipment provided by or used by Motorola to facilitate performance of the Services may impact or disrupt information systems.Except as specifically set forth in the Agreement,Motorola disclaims responsibility for costs in connection with any such disruptions of and/or damage to Customer ’s or a third party’s information systems,equipment,voice transmissions,and data,including,but not limited to,denial or access to a legitimate system user,automatic shut-down of information systems caused by intrusion detection software or hardware,or failure of the information system resulting from the provision or delivery of the Service.Motorola agrees to cooperate with Customer to schedule any such potential damage or disruption around Customer ’s voice or information technology traffic and use patterns so as to reduce the risk of disruption during working hours. 3.2.5.2.Network Security.If Customer is purchasing network security assessment of network monitoring Professional Services,Customer acknowledges and agrees that Motorola does not guarantee or warrant that it will discover all of Customer ’s system vulnerabilities or inefficiencies.Customer agrees not to represent to third parties that Motorola has provided such guarantee.Motorola disclaims any and all responsibility for any and all loss or costs of any kind associated with vulnerabilities or security events,whether or not they are discovered by Motorola. 3.2.5.3.Application Development.If Customer purchases software application development as part of the Professional Services,the deliverables will be licensed as described in Section 2.5 - Documentation. 3.2.6.Transport Connectivity Services.Certain Communications Systems may include one or more transport connectivity services as specified in the Proposal.In addition to the terms of this MCA,transport connectivity services shall also be governed by the terms of Motorola’s Motorola Solutions,Inc NA MCA v2.0 9.5.2024 4 119 standard Transport Connectivity Addendum,a copy of which is available here: https://www.motorolasolutions.com/en_us/about/legal/transport-connectivity-addendum.html. 3.3.Non-Preclusion.If,in connection with the Products and Services provided under this Agreement, Motorola performs assessments of its own,or related,products or makes recommendations, including a recommendation to purchase other products or services,nothing in this Agreement precludes such efforts nor precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products or other services to Customer.Customer represents that this paragraph does not violate its procurement standards or other laws,regulations,or policies. 3.4.Customer Obligations.Customer represents that information Customer provides to Motorola in connection with receipt of Products and Services 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. 3.5.Documentation.Products and Services may be delivered with Documentation.Documentation is and will be owned by Motorola,unless otherwise expressly agreed in an Addendum or Proposal that certain Documentation will be owned by Customer.Motorola hereby grants Customer a limited,royalty-free,worldwide,non-exclusive license to use the Documentation solely for its internal business purposes in connection with the Products and Services. 3.6.Motorola Tools and Equipment.As part of delivering the Products and Services,Motorola may provide certain tools,equipment,models,and other materials of its own.Such tools and equipment will remain the sole property of Motorola unless they are to be purchased by Customer as Products and are explicitly listed on the Proposal.The tools and equipment may be held by Customer for Motorola’s use without charge and may be removed from Customer ’s premises by Motorola at any time without restriction.Customer will safeguard all tools and equipment while in Customer ’s custody or control,and be liable for any loss or damage.Upon the expiration or earlier termination of this Agreement,Customer,at its expense,will return to Motorola all tools and equipment in its possession or control. 3.7.Authorized Users.Customer will ensure its employees and Authorized Users comply with the terms of this Agreement and will be liable for all acts and omissions of its employees and Authorized Users.Customer is responsible for the secure management of Authorized Users’ names,passwords and login credentials for access to Products and Services. 3.8.Export Control.Customer,its employees,and any other Authorized Users will not access or use the Products and Services in any Prohibited Jurisdiction),and Customer will not provide access to the Products and Services to any government,entity,or individual located in a Prohibited Jurisdiction.Customer represents and warrants that (a)it and its Authorized Users are not named on any U.S.government list of persons prohibited from receiving U.S.exports,or transacting with any U.S.person;(b)it and its Authorized Users are not a national of,or a company registered in,any Prohibited Jurisdiction;(c)Customer will not permit its Authorized Users to access or use the Products or Services in violation of any U.S.or other applicable export embargoes,prohibitions or restrictions;and (d)Customer and its Authorized Users will comply with all applicable laws regarding the transmission of technical data exported from the U.S.and the country in which Customer,its employees,and the Authorized Users are located. 3.9.To obtain any additional Services,Customer will issue a purchase order referring to this Agreement and the separate proposal document.Omission of reference to this Agreement in Motorola Solutions,Inc NA MCA v2.0 9.5.2024 5 120 Customer ’s purchase order will not affect the applicability of this Agreement.Motorola’s proposal may include a cover page entitled “Service Agreement”or “Installation Agreement”,as applicable,and other attachments.These cover pages and other attachments are incorporated into this Agreement by this reference. 3.10.Change Orders.Unless a different change control process is agreed upon in writing by the Parties,a Party may request changes to an Addendum or a Proposal by submitting a Change Order to the other Party .If a requested change in a Change Order causes an increase or decrease in the Products or Services,the Parties by means of the Change Order will make appropriate adjustments to the Fees,project schedule,or other matters.Change Orders are effective and binding on the Parties only upon execution of the Change Order by an authorized representative of both Parties. Section 4.Term and Termination. 4.1.Term.The applicable Addendum or Proposal will set forth the Term for the Products and Services governed thereby. 4.1.1.Subscription Terms.The duration of Customer’s subscription commences upon delivery of the first Subscription Software (and recurring Services,if applicable)ordered under this Agreement and will continue for a twelve (12)month period or such longer period identified in a Proposal (the “Initial Subscription Period”)and 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.In such case,Motorola will notify Customer of such proposed increase no later than thirty (30)days prior to commencement of such Renewal Subscription Year. Unless otherwise specified in writing,additional Subscription Software or recurring Services purchased under this Agreement will (a)commence upon delivery of such Subscription Software or recurring Service,and continue until the conclusion of Customer’s then-current Subscription Term (a “Partial Subscription Year”),and (b)automatically renew for Renewal Subscription Years thereafter,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.Unless otherwise specified in writing,the Subscription Terms for all Subscription Software and recurring Services hereunder will be synchronized. 4.2.Termination.Either Party may terminate the Agreement or the applicable Addendum or Proposal if the other Party breaches a material obligation under the Agreement and does not cure such breach within thirty (30)days after receipt of notice of the breach or fails to produce a cure plan within such period of time.Each Addendum and Proposal may be separately terminable as set forth therein. 4.3.Termination for Non-Appropriation.In the event any identified funding is not appropriated or becomes unavailable,the Customer reserves the right to terminate this Agreement for non-appropriation upon thirty (30)days’advance written notice to Motorola.In the event of such termination,Motorola shall be entitled to compensation for all conforming goods delivered and for all services performed prior to the effective date of termination date. 4.4.Suspension of Services.Motorola may promptly terminate or suspend any Products or Services under a Proposal if Motorola determines:(a)the related Product license has expired or has Motorola Solutions,Inc NA MCA v2.0 9.5.2024 6 121 terminated for any reason;(b)the applicable Product is being used on a hardware platform, operating system,or version not approved by Motorola;(c)Customer fails to make any payments when due;or (d)Customer fails to comply with any of its other obligations or otherwise delays Motorola’s ability to perform. 4.5.Wind Down of Subscription Software.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 Subscription Software or Service to customers. 4.6.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 and Services already delivered.Customer has a duty to mitigate any damages under this Agreement,including in the event of default by Motorola and Customer ’s termination of this Agreement. 4.7.Equipment as a Service.In the event that Customer purchases any Equipment at a price below the published list price for such Equipment in connection with Customer entering into a fixed-or minimum required-term agreement for Subscription Software,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 Equipment 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. Section 5.Payment,Invoicing,Delivery and Risk of Loss 5.1.Customer affirms they have signatory authority to execute this contract.The Contract Price of $__________,excluding taxes,is fully committed and identified,including all subsequent years of contracted services,if applicable.The Customer will pay all invoices as received from Motorola subject to the terms of this Agreement and any changes in scope will be subject to the change order process as described in this Agreement. Motorola acknowledges the Customer may require the issuance(s)of a purchase order or notice to proceed as part of the Customer ’s procurement process.However,Customer agrees that the issuance or non-issuance of a purchase order or notice to proceed does not preclude the Customer from its contractual obligations as defined in this Agreement. 5.2.Fees.Fees and charges applicable to the Products and Services will be as set forth in the applicable Addendum or Proposal.Changes in the scope of Services described in a Proposal that require an adjustment to the Fees will be set forth in the applicable pricing schedule.Unless otherwise specified in the applicable Proposal,the Fees for any Services exclude expenses associated with unusual and costly Site access requirements (e.g.,if Site access requires a helicopter or other equipment),and Customer will reimburse Motorola for these or other expenses incurred by Motorola in connection with the Services.The annual subscription Fee for Subscription Software and associated recurring Services may include certain one-time Fees, such as start-up fees,license fees,or other fees set forth in a Proposal.Motorola may suspend Motorola Solutions,Inc NA MCA v2.0 9.5.2024 7 122 the Subscription Software and any recurring 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. 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 and Services 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 a Proposal. Customer acknowledges and agrees that a purchase order or other notice to proceed is not required for payment for Products or Services. 5.5.Payment. Customer will pay invoices for the Products and Services provided under this Agreement in accordance with the invoice payment terms set forth in Section 5.4. Generally, invoices are issued after shipment of Equipment or upon Motorola’s delivery of Licensed Software, or upon System Completion Date of a Software System, as applicable, but if a specific invoicing or payment schedule is set forth in the Agreement, such schedule will determine the invoicing cadence. Motorola will have the right to suspend future deliveries of Products and Services if Customer fails to make any payments when due. 5.6.INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address: Name:_______________________________________________________________________ Address:_____________________________________________________________________ Phone:______________________________________________________________________ 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:____________________________________________________________________ Motorola Solutions, Inc NA MCA v2.0 9.5.2024 8 Golden Valley Police Department attention Chief V. Green 7700 Golden Valley Road Golden Valley, MN 55427 763-593-8059 finance@goldenvalleymn.gov Golden Valley Police Department attention Chief V. Green 7700 Golden Valley Road Golden Valley, MN 55427 123 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 (and, if applicable, related Services) 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 and import or export of the Products and Services, as applicable, and Customer will be responsible for reporting the Products for personal property tax purposes. Delivery of Licensed Software for installation on Equipment or Customer-Provided Equipment will occur upon the earlier of (a) electronic delivery of the Licensed Software by Motorola, and (b) the date Motorola otherwise makes the Licensed Software available for download by Customer. If agreed upon in a Proposal, Motorola will also provide Services related to such Products. Title to Licensed Software and/or Subscription Software will not pass to Customer at any time. 5.8.Delays. Any shipping dates set forth in a Proposal are approximate, and while Motorola will make reasonable efforts to ship Products by any such estimated shipping date, Motorola will not be liable for any delay or related damages to Customer. Time for delivery will not be of the essence, and delays will not constitute grounds for cancellation, penalties, termination, or a refund. 5.9.Future Regulatory Requirements. The Parties acknowledge and agree that certain Services (i.e. cyber) are an evolving technological area and therefore, laws and regulations regarding Services may change. Changes to existing Services required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services. Section 6. Sites; Customer-Provided Equipment; Non-Motorola Materials. 6.1.Access to Sites. Customer will be responsible for providing all necessary permits, licenses, and other approvals necessary for the installation and use of the Products and the performance of the Services at each applicable Site, including for Motorola to perform its obligations hereunder, and for facilitating Motorola’s access to the Sites. 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 Motorola Solutions, Inc NA MCA v2.0 9.5.2024 9 Golden Valley Police Department attention Chief V. Green 7700 Golden Valley Road Golden Valley, MN 55427 763-593-8059 124 modem access and interfacing networking capabilities),and (d)Sites are suitable for the installation,use,and maintenance of the Products and Services.This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A.standard RS-222 in effect on the Effective Date. 6.3.Site Issues.Upon its request,which will not be unreasonably denied,Motorola will have the right to inspect the Sites and advise Customer of any deficiencies or non-conformities with the requirements of this Section 6 –Sites;Customer-Provided Equipment;Non-Motorola Materials.If Motorola or Customer identifies any deficiencies or non-conformities,Customer will promptly remediate such issues or the Parties will select a replacement Site.If a Party determines that a Site identified in a Proposal is not acceptable or desired,the Parties will cooperate to investigate the conditions and select a replacement Site or otherwise adjust the installation plans and specifications as necessary.A change in Site or adjustment to the installation plans and specifications may cause a change in the Fees or performance schedule under the applicable Proposal. 6.4.Customer-Provided Equipment.Customer will be responsible,at its sole cost and expense,for providing and maintaining the Customer-Provided Equipment in good working order.Customer represents and warrants that it has all rights in Customer-Provided Equipment to permit Motorola to access and use the applicable Customer-Provided Equipment to provide the Products and Services under this Agreement,and such access and use will not violate any laws or infringe any third-party rights (including intellectual property rights).Customer (and not Motorola)will be fully liable for Customer-Provided Equipment,and Customer will immediately notify Motorola of any Customer-Provided Equipment damage,loss,change,or theft that may impact Motorola’s ability to provide the Products and Services under this Agreement,and Customer acknowledges that any such events may cause a change in the Fees or performance schedule under the applicable Proposal. 6.5.Non-Motorola Materials.In certain instances,Customer may be permitted to access,use,or integrate Non-Motorola Materials with or through the Products and Services.If Customer accesses,uses,or integrates any Non-Motorola Materials with the Products or Services, Customer will first obtain all necessary rights and licenses to permit Customer ’s and its Authorized Users’use of the Non-Motorola Materials in connection with the Products and Services.Customer will also obtain the necessary rights for Motorola to use such Non-Motorola Materials in connection with providing the Products and Services,including the right for Motorola to access,store,and process such Non-Motorola Materials (e.g.,in connection with Subscription Software),and to otherwise enable interoperation with the Products and Services.Customer represents and warrants that it will obtain the foregoing rights and licenses prior to accessing, using,or integrating the applicable Non-Motorola Materials with the Products and Services,and that Customer and its Authorized Users will comply with any terms and conditions applicable to such Non-Motorola Materials.If any Non-Motorola Materials requires access to Customer Data (as defined below),Customer hereby authorizes Motorola to allow the provider of such Non-Motorola Materials to access Customer Data,in connection with the interoperation of such Non-Motorola Materials with the Products and Services. 6.6.Customer acknowledges and agrees that Motorola is not responsible for,and makes no representations or warranties with respect to,the Non-Motorola Materials (including any disclosure,modification,or deletion of Customer Data resulting from use of Non-Motorola Materials or failure to properly interoperate with the Products and Services).If Customer receives notice that any Non-Motorola Materials must be removed,modified,or disabled within the Products or Services,Customer will promptly do so.Motorola will have the right to disable or remove Non-Motorola Materials if Motorola believes a violation of law,third-party rights,or Motorola Solutions,Inc NA MCA v2.0 9.5.2024 10 125 Motorola’s policies is likely to occur,or if such Non-Motorola Materials poses or may pose a security or other risk or adverse impact to the Products or Services,Motorola,Motorola’s systems,or any third party (including other Motorola customers). 6.7.Motorola may provide certain Non-Motorola Materials as an authorized sales representative of a third party as set out in a Proposal.As an authorized sales representative,the third party’s terms and conditions,as set forth in the Proposal,will apply to any such sales.Any orders for such Non-Motorola Materials will be filled by the third party.Nothing in this Section will limit the exclusions set forth in Section 8.2 –Intellectual Property Infringement. 6.8.End User Licenses.Notwithstanding any provision to the contrary in the Agreement,certain Non-Motorola Materials software are governed by a separate license,EULA,or other agreement, including terms governing third-party equipment or software,such as open source software, included in the Products and Services.Customer will comply,and ensure its Authorized Users comply,with any such additional terms applicable to third-party equipment or software.Third party software flow-down terms applicable to Motorola products are located at the following site: https://www.motorolasolutions.com/en_us/about/legal/motorola-solutions-customer-terms/flow-do wn-terms.html 6.9.Prohibited Use.Customer will not integrate or use,or permit a third party or an Authorized User to integrate or use,any Non-Motorola Materials with or in connection with a Software System or other software Product provided by Motorola under this Agreement,without the express written permission of Motorola. 6.10.API Support.Motorola will use commercially reasonable efforts to maintain its Application Programming Interface (“API”)offered solely in connection with any Software System.APIs will evolve and mature over time,requiring changes and updates.Motorola will use reasonable efforts to continue supporting any version of an API for 6 months after such version is introduced, but if Motorola determines,in its sole discretion,to discontinue support of an API for any reason, Motorola will provide reasonable advance notification to Customer. If an API presents a security risk,Motorola may discontinue an API without prior notice. 6.11.Support of Downloaded Clients.If Customer purchases any software Product that requires a client installed locally on any Customer-Provided Equipment or Equipment in possession of Customer,Customer will be responsible for downloading and installing the current version of such client,as it may be updated from time to time.Motorola will use reasonable efforts to continue supporting any version of a client for forty-five (45)days following its release,but Motorola may update the current version of its client at any time,including for bug fixes,product improvements,and feature updates,and Motorola makes no representations or warranties that any software Product will support prior versions of a client. Section 7.Representations and Warranties. 7.1.Mutual Representations and Warranties.Each Party represents and warrants to the other Party that (a)it has the right to enter into the Agreement and perform its obligations hereunder,and (b) the Agreement will be binding on such Party. 7.2.Communications System Warranty.Motorola represents and warrants that,on the date of System Acceptance,(a)the Communications System will perform in accordance with the descriptions in the applicable Proposal in all material respects,and (b)if Customer has purchased any Equipment or Motorola Licensed Software (but,for clarity,excluding Subscription Software)as part of such Communications System,the warranty period applicable to such Motorola Solutions,Inc NA MCA v2.0 9.5.2024 11 126 Equipment and Motorola Licensed Software will continue for a period of one (1)year commencing upon System Acceptance (the “Warranty Period”). 7.3.During the Warranty Period,in addition to warranty services,Motorola will provide Maintenance and Support Services for the Equipment and support for the Motorola Licensed Software pursuant to the applicable maintenance and support Proposal.Support for the Motorola Licensed Software will be in accordance with Motorola's established Software Support Policy (“SwSP”).Copies of the SwSP can be found at https://www.motorolasolutions.com/en_us/about/legal/motorola-solutions-customer-terms/softwar e_policy.html,a copy of which is available to Customer upon written request.If Customer wishes to purchase (a)additional Maintenance and Support Services during the Warranty Period;or (b) continue or expand maintenance,software support,installation,and/or Motorola’s Lifecycle Management Services (“LMS”)after the Warranty Period,Motorola will provide the description of and pricing for such services in a separate proposal document and such terms will be agreed upon in a Proposal.Unless otherwise agreed by the Parties in writing,the terms and conditions in this Agreement applicable to maintenance,support,installation,and/or LMS,will be included in the Maintenance and Support Addendum,LMS Addendum,the applicable Proposals,and the proposal (if applicable).These collective terms will govern the provision of such Services. 7.4.On-Premises Software System Warranty.Motorola represents and warrants that,on the System Completion Date,or on the applicable Product Completion Date for a specific Product within such on-premises Software System,if earlier,(a)such Software System or Product will perform in accordance with the descriptions in the applicable Proposals in all material respects,and (b)if Customer has purchased any Equipment or Motorola Licensed Software (but,for clarity, excluding Subscription Software)as part of such on-premises Software System,the warranty period applicable to such Equipment and Motorola Licensed Software will continue for a period of one (1)year commencing upon the System Completion Date for the Software System that includes such Products,or on the applicable Product Completion Date,if earlier. 7.4.1.On-premises Software Systems as a service and cloud hosted Software Systems are provided as a service and accordingly do not qualify for the On-premises Software System Warranty. System completion,however,for each of these solutions is determined in accordance with Section 12.2 Software System Completion below. 7.5.Motorola Warranties -Services.Subject to the disclaimers and exclusions below,Motorola represents and warrants that (a)Services will be provided in a good and workmanlike manner and will conform in all material respects to the descriptions in the applicable Proposal;and (b)for a period of ninety (90)days commencing upon the Service Completion Date for one-time Services,the Services will be free of material defects in materials and workmanship.Other than as set forth in subsection (a)above,recurring Services are not warranted but rather will be subject to the requirements of the applicable Addendum or Proposal. 7.6.Motorola Warranties -Equipment.Subject to the disclaimers and exclusions set forth below,(a) for a period of one (1)year commencing upon the delivery of Motorola-manufactured Equipment under Section 5.7 –Delivery,Title and Risk of Loss,Motorola represents and warrants that such Motorola-manufactured Equipment,under normal use,will be free from material defects in materials and workmanship;and (b)The warranties applicable to Motorola-manufactured Equipment set forth in herein shall be applicable to all radio Equipment purchased hereunder whether or not such Equipment was manufactured by Motorola. 7.7.Motorola Licensed Software Warranty.Unless otherwise stated in the License Agreement,for a period of ninety (90)days commencing upon the delivery of Motorola-owned Licensed Software, Motorola represents and warrants that such Licensed Software,when used in accordance with the Motorola Solutions,Inc NA MCA v2.0 9.5.2024 12 127 Documentation and the Agreement,will be free from reproducible defects that prevent operation of features critical to the primary functionality or successful operation of the Motorola-developed Licensed Software (as determined by Motorola) 7.7.1.As Customer’s sole and exclusive remedy for any breach of the Motorola Licensed Software Warranty,Motorola will use commercially reasonable efforts to remedy the material defect in the applicable Licensed Software;provided,however,that if Motorola does not remedy such material defect within a reasonable time,then at Motorola’s sole option,Motorola will either replace the defective Licensed Software with functionally-equivalent software,provide substitute software to Customer,or terminate the applicable software license and refund any paid license fees to Customer on a pro-rata basis. 7.7.2.For clarity,the Motorola Licensed Software Warranty applies only to the most current version of the Licensed Software issued by Motorola,and issuance of updated versions of any Licensed Software does not result in a renewal or extension of the Motorola Licensed Software Warranty beyond the ninety (90)day warranty period. 7.8.ADDITIONAL WARRANTY EXCLUSIONS.NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE CONTRARY,MOTOROLA WILL HAVE NO LIABILITY FOR (A)DEFECTS IN OR DAMAGE TO PRODUCTS RESULTING FROM USE OTHER THAN IN THE NORMAL AUTHORIZED MANNER,OR FROM ACCIDENT,LIQUIDS,OR NEGLECT;(B)TESTING, MAINTENANCE,REPAIR,INSTALLATION,OR MODIFICATION BY PARTIES OTHER THAN MOTOROLA;(C)CUSTOMER’S OR ANY AUTHORIZED USER’S FAILURE TO COMPLY WITH INDUSTRY AND OSHA OR OTHER LEGAL STANDARDS;(D)DAMAGE TO RADIO ANTENNAS, UNLESS CAUSED BY DEFECTS IN MATERIAL OR WORKMANSHIP;(E)EQUIPMENT WITH NO SERIAL NUMBER;(F)BATTERIES OR CONSUMABLES;(G)FREIGHT COSTS FOR SHIPMENT TO REPAIR DEPOTS;(H)COSMETIC DAMAGE THAT DOES NOT AFFECT OPERATION;(I) NORMAL WEAR AND TEAR;(J)ISSUES OR OBSOLESCENCE OF LICENSED SOFTWARE DUE TO CHANGES IN CUSTOMER OR AUTHORIZED USER REQUIREMENTS,EQUIPMENT,OR SYSTEMS;(K)TRACKING AND LOCATION-BASED SERVICES;OR (L)BETA SERVICES. 7.9.Warranty Claims;Remedies.To assert a warranty claim,Customer must notify Motorola in writing of the claim prior to the expiration of any warranty period set forth in this Agreement.Unless a different remedy is otherwise expressly set forth herein,upon receipt of such claim,Motorola will investigate the claim and use commercially reasonable efforts to repair or replace any confirmed materially non-conforming Product or re-perform any non-conforming Service,at its option.Such remedies are Customer’s sole and exclusive remedies for Motorola’s breach of a warranty.Motorola’s warranties are extended by Motorola to Customer only,and are not assignable or transferable. 7.10.Pass-Through Warranties.Notwithstanding any provision of this Agreement to the contrary, Motorola will have no liability for third-party software or hardware provided by Motorola;provided, however,that to the extent offered by third-party providers of software or hardware and to the extent permitted by law,Motorola will pass through express warranties provided by such third parties. 7.11.WARRANTY DISCLAIMER.EXCEPT FOR THE EXPRESS AND PASS THROUGH WARRANTIES IN THIS AGREEMENT,PRODUCTS AND SERVICES PURCHASED HEREUNDER ARE PROVIDED “AS IS”AND WITH ALL FAULTS.WARRANTIES SET FORTH IN THE AGREEMENT ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS AND SERVICES AND MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS,EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE,AND QUALITY.MOTOROLA DOES NOT REPRESENT OR WARRANT THAT USE OF THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED,ERROR-FREE,OR FREE Motorola Solutions,Inc NA MCA v2.0 9.5.2024 13 128 OF SECURITY VULNERABILITIES,OR THAT THEY WILL MEET CUSTOMER’S PARTICULAR REQUIREMENTS. Section 8.Indemnification. 8.1.General Indemnity.Motorola will defend,indemnify,and hold Customer harmless from and against any and all damages,losses,liabilities,and expenses (including reasonable fees and expenses of attorneys)arising from any 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. 8.2.Intellectual Property Infringement.Motorola will defend Customer against any third-party claim alleging that a Motorola-developed or manufactured Product or Service (the “Infringing Product”) 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. 8.2.1.If an Infringement Claim occurs,or in Motorola’s opinion is likely to occur,Motorola may at its option and expense:(a)procure for Customer the right to continue using the Infringing Product;(b)replace or modify the Infringing Product so that it becomes non-infringing;or (c) grant Customer (i)a prorated refund of any amounts pre-paid for the Infringing Product (if the Infringing Product is a software Product,i.e.,Licensed Software or Subscription Software)or (ii)a credit for the Infringing Product,less a reasonable charge for depreciation (if the Infringing Product is Equipment,including Equipment with embedded software). 8.2.2.In addition to the other damages disclaimed under this Agreement,Motorola will have no duty to defend or indemnify Customer for any Infringement Claim that arises from or is based upon: (a)Customer Data,Customer-Provided Equipment,Non-Motorola Materials,or third-party equipment,hardware,software,data,or other third-party materials;(b)the combination of the Product or Service with any products or materials not provided by Motorola;(c)a Product or Service designed,modified,or manufactured in accordance with Customer’s designs, specifications,guidelines or instructions;(d)a modification of the Product or Service by a party other than Motorola;(e)use of the Product or Service in a manner for which the Product or Service was not designed or that is inconsistent with the terms of this Agreement;or (f)the failure by Customer to use or install an update to the Product or Service that is intended to correct the claimed infringement.In no event will Motorola’s liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis,other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the Infringing Product. 8.2.3.This Section 8.2 –Intellectual Property Infringement provides Customer ’s sole and exclusive remedies and Motorola’s entire liability in the event of an Infringement Claim. Motorola Solutions,Inc NA MCA v2.0 9.5.2024 14 129 8.3. Customer Indemnity. Intentionally omitted. Section 9. Limitation of Liability. 9.1. 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 OR INTEGRATION SERVICE UNDER WHICH THE CLAIM AROSE. WITH RESPECT TO ANY SUBSCRIPTION SOFTWARE OR ANY RECURRING SERVICES, THE MOTOROLA PARTIES’ TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO SUBSCRIPTION SOFTWARE OR RECURRING SERVICES WILL NOT EXCEED THE TOTAL FEES PAID FOR THE APPLICABLE SUBSCRIPTION SOFTWARE OR RECURRING SERVICE 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 OR SERVICES; (B) CUSTOMER-PROVIDED EQUIPMENT OR SITES; NON-MOTOROLA MATERIALS; THIRD-PARTY EQUIPMENT, HARDWARE, SOFTWARE, DATA, OR CONTENT; OR UNKNOWN OR UNAUTHORIZED COMBINATION OF PRODUCTS AND SERVICES ; (C) LOSS OF DATA, HACKING, RANSOMWARE, THIRD-PARTY ATTACKS OR DEMANDS; (D) MODIFICATION OF PRODUCTS OR SERVICES NOT AUTHORIZED BY MOTOROLA; (E) Motorola Solutions, Inc NA MCA v2.0 9.5.2024 15 130 RECOMMENDATIONS PROVIDED IN CONNECTION WITH THE PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT; (F) DATA RECOVERY SERVICES OR DATABASE MODIFICATIONS; OR (G) CUSTOMER’S OR ANY AUTHORIZED USER’S BREACH OF THIS AGREEMENT OR MISUSE OF THE PRODUCTS AND SERVICES. IN ADDITION TO THE FOREGOING EXCLUSIONS FROM DAMAGES, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS; (B) DISRUPTION OF OR DAMAGE TO CUSTOMER’S OR THIRD PARTIES’ SYSTEMS, EQUIPMENT, OR DATA, INCLUDING DENIAL OF ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE; (C) AVAILABILITY OR ACCURACY OF ANY DATA AVAILABLE THROUGH THE SUBSCRIPTION SOFTWARE OR SERVICES, OR INTERPRETATION, USE, OR MISUSE THEREOF; (D) TRACKING AND LOCATION-BASED SERVICES; OR (E) BETA SERVICES. Section 10. Confidentiality. 10.1.Confidential Information. In order to be considered Confidential Information, information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by disclosing party (“Discloser”) by submitting a written document to receiving party (“Recipient”) within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent. 10.2.Obligations of Confidentiality. During the Term and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (a) not disclose Confidential Information to any third party, except as expressly permitted in this Section 10 - Confidentiality; (b) restrict disclosure of Confidential Information to only those employees, agents or consultants who must access the Confidential Information for the purpose of providing Services and who are bound by confidentiality terms substantially similar to those in this Agreement and licenses; (c) not copy, reproduce, reverse engineer, decompile or disassemble any Confidential Information; (d) use the same degree of care as for its own information of like importance, but no less than reasonable care to safeguard against disclosure; (e) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Section; and (f) only use the Confidential Information as needed to fulfill its obligations and secure its rights under this Agreement. 10.3.Exceptions. Recipient may disclose Confidential Information to the extent required by law, or a judicial or legislative order or proceeding. Recipient is not obligated to maintain as confidential any information that Recipient can demonstrate by documentation (a) is publicly known or available prior to without breach of this Agreement; (b) is lawfully obtained; or (c) is independently known or developed by Recipient without the use of, or reference to, any of Discloser’s Confidential Information or any breach of this Agreement. 10.4.Ownership of Confidential Information. All Confidential Information is and will remain the property of Discloser, and will not be copied or reproduced without written permission. Within ten (10) days of receipt of Discloser’s written request, Recipient will return or destroy all Confidential Motorola Solutions, Inc NA MCA v2.0 9.5.2024 16 131 Information to Discloser, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain (a) one (1) archival copy for use only in case of a dispute concerning this Agreement, and (b) Confidential Information that has been automatically stored in accordance with Recipient’s standard backup or recordkeeping procedures. Recipient will remain subject to the obligations of this Agreement with respect to any Confidential Information retained subject to clauses (a) or (b). No license, express or implied, in the Confidential Information is granted to the Recipient other than to use it in the manner, and to the extent authorized by this Agreement. Discloser represents and warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement. Section 11. Proprietary Rights; Data; Feedback. 11.1.Motorola Materials. Customer acknowledges that Motorola may use or provide Customer with access to “Motorola Materials”. Except when Motorola has expressly transferred title or other interest to Customer by way of an Addendum, the Motorola Materials are the property of Motorola or its licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets, know-how, other intellectual property and proprietary rights, and all associated goodwill and moral rights). This Agreement does not grant to Customer any shared development rights in or to any Motorola Materials or other intellectual property, and Customer agrees to execute any documents and take any other actions reasonably requested by Motorola to effectuate the foregoing. Motorola and its licensors reserve all rights not expressly granted to Customer, and no rights, other than those expressly granted herein, are granted to Customer by implication, estoppel or otherwise. Customer will not modify, disassemble, reverse engineer, derive source code or create derivative works from, merge with other software, distribute, sublicense, sell, or export the Products and Services or other Motorola Materials, or permit any third party to do so. 11.2.Ownership of Customer Data. Customer retains all right, title and interest, including intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to Customer Data except those rights granted under this Agreement including the right to Process and use the Customer Data as set forth in the DPA. 11.3.Data Retention and Deletion. Except as expressly provided otherwise under the DPA, Motorola will delete all Customer Data following termination or expiration of this MCA or the applicable Addendum or Proposal, with such deletion to occur no later than ninety (90) days following the applicable date of termination or expiration, unless otherwise required to comply with applicable law. Any requests for the exportation or download of Customer Data must be made by Customer to Motorola in writing before expiration or termination, subject to Section 15.9 – Notices. Motorola will have no obligation to retain such Customer Data beyond expiration or termination unless the Customer has purchased extended storage from Motorola through a mutually executed Proposal. 11.4.Service Use Data. Customer understands and agrees that Motorola may collect and use Service Use Data for its own purposes, and may disclose Service Use Data to third parties. It is Customer’s responsibility to notify Authorized Users of Motorola’s collection and use of Service Use Data and to obtain any required consents, provide all necessary notices, and meet any other applicable legal requirements with respect to such collection and use, and Customer represents and warrants to Motorola that it has complied and will continue to comply with this Section. 11.5.Third-Party Data and Motorola Data. Customer will not, and will use reasonable efforts to ensure its Authorized Users will not: (a) use the Motorola Data or Third-Party Data for any Motorola Solutions, Inc NA MCA v2.0 9.5.2024 17 132 purpose other than Customer’s internal business purposes; (b) disclose the data to third parties; (c) “white label” such data or otherwise misrepresent its source or ownership, or resell, distribute, sublicense, or commercially exploit the data in any manner; (d) use such data in violation of applicable laws; (e) remove, obscure, alter, or falsify any marks or proprietary rights notices indicating the source, origin, or ownership of the data; or (f) modify such data or combine it with Customer Data or other data or use the data to build databases. Additional restrictions may be set forth in the applicable Addendum. 11.5.1.Any rights granted to Customer or Authorized Users with respect to Motorola Data or Third-Party Data will immediately terminate upon termination or expiration of the applicable Addendum, Proposal, or this MCA. Further, Motorola or the applicable Third-Party Data provider may suspend, change, or terminate Customer’s or any Authorized User’s access to Motorola Data or Third-Party Data if Motorola or such Third-Party Data provider believes Customer’s or the Authorized User’s use of the data violates the Agreement, applicable law or Motorola’s agreement with the applicable Third-Party Data provider. 11.5.2.Upon termination of Customer’s rights to use any Motorola Data or Third-Party Data, Customer and all Authorized Users will immediately discontinue use of such data, delete all copies of such data, and certify such deletion to Motorola. Notwithstanding any provision of the Agreement to the contrary, Motorola will have no liability for Third-Party Data or Motorola Data available through the Products and Services. Motorola and its Third-Party Data providers reserve all rights in and to Motorola Data and Third-Party Data not expressly granted in an Addendum or Proposal. 11.6.Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create any confidentiality obligation for Motorola, even if designated as confidential by Customer. Motorola may use, reproduce, license, and otherwise distribute and exploit the Feedback without any obligation or payment to Customer or Authorized Users and Customer represents and warrants that it has obtained all necessary rights and consents to grant Motorola the foregoing rights. 11.7.Improvements; Products and Services. The Parties agree that, notwithstanding any provision of this Agreement to the contrary, all fixes, modifications and improvements to the Services or Products conceived of or made by or on behalf of Motorola that are based either in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise) are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements will vest solely in Motorola. Customer agrees to execute any written documents necessary to assign any intellectual property or other rights it may have in such fixes, modifications or improvements to Motorola. Section 12. Acceptance 12.1. Communications System Acceptance. 12.1.1.Any Communications System described in the Proposal hereunder (including the Products, Integration Services, and all other components thereof) will be deemed completed upon successful completion of the acceptance procedures (“Acceptance Tests”) set forth in the Acceptance Test Plan (“System Acceptance”). Motorola will notify Customer at least ten (10) days before the Communications System testing commences. Upon System Acceptance, the Parties will memorialize this event by promptly executing a certificate documenting such System Acceptance as set forth in Exhibit C. If the Acceptance Test Plan includes separate tests for individual sub-Systems or phases of the Communications System, acceptance of the individual sub-System or phase will occur upon the successful completion of the Acceptance Tests for the sub-Communications System or phase, and the Parties will promptly execute an Motorola Solutions, Inc NA MCA v2.0 9.5.2024 18 133 acceptance certificate for the sub-Communications System or phase. If Customer believes the Communications System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the Communications System that do not materially impair the operation of the Communications System as a whole will not postpone System Acceptance or sub-Communications System acceptance, but will be corrected according to a mutually agreed punch list schedule. This Section applies to Products purchased as part of a Communications System notwithstanding any conflicting delivery provisions within this Agreement and this Section will control over such other delivery provisions to the extent of a conflict. 12.1.2.Beneficial Use. Customer acknowledges that Motorola’s ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the Communications System before System Acceptance. 12.1.3.Customer shall not commence using the system before System Acceptance without Motorola’s prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for Communications System performance deficiencies that occur prior to System Acceptance or written authorized use. Upon the date Customer begins using the Communications System, Customer assumes responsibility for the use and operation of the Communications System. 12.2 Software System Completion.Any Software System described in the Proposal (including the Products, Integration Services, and all other components thereof) will be deemed completed upon Customer’s (or the applicable Authorized User’s) Beneficial Use of each Product that is included in the Software System (unless alternative acceptance procedures are set forth in the Proposal) (the “System Completion Date”). Customer will not unreasonably delay Beneficial Use of any Product within a Software System, and in any event, the Parties agree that Beneficial Use of a Product will be deemed to have occurred thirty (30) days after functional demonstration. For clarity, if a Software System is comprised of more than one Product, Motorola may notify Customer that all Integration Services for a particular Product within the Software System have been completed, and Customer may have Beneficial Use of such Product prior to having Beneficial Use of other Products in the Software System, or of the Software System as a whole. In such case, the Integration Services applicable to such Product will be deemed complete upon Customer’s Beneficial Use of the Product (“Product Completion Date”), which may occur before the System Completion Date. As used in this Section, “Beneficial Use” means use by Customer or at least one (1) Authorized User of the material features and functionalities of a Product within a Software System, in material conformance with Product descriptions in the Proposal. This Section applies to Products purchased as part of a Software System notwithstanding any conflicting delivery provisions within this Agreement, and will control over such other delivery provisions to the extent of a conflict. Section 13. Force Majeure; Delays Caused by Customer. 13.1.Force Majeure. Except for Customer’s payment obligations hereunder, neither Party will be responsible for nonperformance or delayed performance due to 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. 13.2.Delays Caused by Customer. Motorola’s performance of the Products and Services will be excused for delays caused by Customer or its Authorized Users or subcontractors, or by failure Motorola Solutions, Inc NA MCA v2.0 9.5.2024 19 134 of any assumptions set forth in this Agreement (including in any Addendum or Proposal). In the event of a delay under this Section 13.2 – Delays Caused by Customer, (a) Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule, and (c) Customer will compensate Motorola for its out-of-pocket costs incurred due to the delay (including those incurred by Motorola’s affiliates, vendors, and subcontractors). Section 14. Disputes.The Parties will use the following procedure to resolve any disputes relating to or arising out of this Agreement (each, a “Dispute”): 14.1.Governing Law. All matters relating to or arising out of the Agreement are governed by the laws of the State of Illinois, unless Customer is the United States Government (or an agency thereof) or a state government or state agency or local municipality within the United States, in which case all matters relating to or arising out of the Agreement will be governed by the laws of the State in which the Products and Services are provided. The terms of the U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply. 14.2.Negotiation; Mediation. The Parties will attempt to timely resolve the Dispute promptly through good faith negotiations. Either Party may initiate dispute resolution procedures by sending a notice of Dispute (“Notice of Dispute”) to the other Party. The Parties 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. 14.3.Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within sixty (60) days from the Notice of Mediation, either Party may submit the Dispute exclusively to a court in Cook County, Illinois, or in the case the Customer is the United States, a state agency, or local municipality, then the appropriate court in the State in which the Products and Services are provided. Each Party expressly consents to the exclusive jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any mediation. Section 15. General. 15.1.Compliance with Laws. Each Party will comply with applicable laws in connection with the performance of its obligations under this Agreement, including that Customer will ensure its and its Authorized Users’ use of the Products and Services complies with law (including privacy laws), and Customer will obtain any FCC and other licenses or authorizations (including licenses or authorizations required by foreign regulatory bodies) required for its and its Authorized Users’ use of the Products and Services. Motorola may, at its discretion, cease providing or otherwise modify Products and Services (or any terms related thereto in an Addendum or Proposal), in order to comply with any changes in applicable law. 15.2.Audit; Monitoring. Motorola will have the right to monitor and audit use of the Products,including an audit of total user licenses credentialed by Customer for any Subscription Software, which may also include access by Motorola to Customer Data and Service Use Data. Motorola Solutions, Inc NA MCA v2.0 9.5.2024 20 135 Customer will provide notice of such monitoring to its Authorized Users and obtain any required consents, including individual end users, and will cooperate with Motorola in any monitoring or audit. Customer will maintain during the Term, and for two (2) years thereafter, accurate records relating to any software licenses granted under this Agreement to verify compliance with this Agreement. Motorola or a third party (“Auditor”) may inspect Customer’s and, as applicable, Authorized Users’ premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless Customer is found to be in violation of the terms of the Agreement, in which case Customer will be responsible for such expenses and costs. In the event Motorola determines that Customer’s usage of the Subscription Software during the applicable Subscription Term exceeded the total number of licenses purchased by Customer, Motorola may invoice Customer for the additional licenses used by Customer, pro-rated for each additional license from the date such license was activated, and Customer will pay such invoice in accordance with the payment terms in the Agreement. 15.3.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 respective successors and assigns. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 15.4.Waiver. A delay or omission by either Party to exercise any right under this Agreement will not be construed to be a waiver of such right. A waiver by either Party of any of the obligations to be performed by the other, or any breach thereof, will not be construed to be a waiver of any succeeding breach or of any other obligation. All waivers must be in writing and signed by the Party waiving its rights. 15.5.Severability. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision will be deemed to be modified to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remaining provisions of this Agreement will not be affected, and each such provision will be valid and enforceable to the full extent permitted by applicable law. 15.6.Independent Contractors. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership, or formal business organization of any kind. 15.7.Third-Party Beneficiaries. The Agreement is entered into solely between, and may be enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create any right or cause of action in or on behalf of, any entity other than the Parties. Notwithstanding the foregoing, a licensor or supplier of third-party software included in the software Products will be a direct and intended third-party beneficiary of this Agreement. 15.8.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. Motorola Solutions, Inc NA MCA v2.0 9.5.2024 21 136 15.9.Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as FedEx, UPS, or DHL), and will be effective upon receipt. 15.10.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. 15.11.Survival. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.4 – Customer Obligations; Section 4.6 – Effect of Termination or Expiration; Section 5 – Payment and Invoicing; Section 7.11 – Warranty Disclaimer; 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. 15.12.Entire Agreement. This Agreement, including all Exhibits, 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 and conditions found on any Customer purchase order, acknowledgment, or other form will not be considered an amendment or modification or part of this Agreement, even if a representative of each Party signs such document. Motorola Solutions, Inc NA MCA v2.0 9.5.2024 22 The Parties hereby enter into this MCA as of the Effective Date. Motorola Solutions, Inc.Customer: _______________________ By: ______________________________ By: ______________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: _____________________________ 137 Software License Addendum This Software License Addendum (this “SLA”) is subject to, and governed by, the terms of the Motorola Solutions Customer Agreement (“MCA”) to which it is attached. Capitalized terms used in this SLA, but not defined herein, will have the meanings set forth in the MCA. Section 1. Addendum.This SLA governs Customer’s use of Licensed Software (and, if set forth in a Proposal, related Services) and Subscription Software from Motorola, as applicable, and is an integral part of the Parties’ Agreement. Section 2. Licensed Software License and Restrictions. 2.1.Licensed Software License. Subject to Customer’s and its Authorized Users’ compliance with the Agreement (including payment terms), Motorola hereby grants Customer and its Authorized Users a limited, non-transferable, non-sublicensable, and non-exclusive license to use the Licensed Software identified in a Proposal, in object code form only, and the associated Documentation, solely in connection with the Equipment provided by Motorola or authorized Customer-Provided Equipment (as applicable, the “Designated Products”) and solely for Customer’s internal business purposes. Unless otherwise stated in an Addendum or the Proposal, the foregoing license grant will be limited to the number of licenses set forth in the applicable Proposal and will continue for the life of the applicable Designated Product. Except as otherwise permitted in an applicable Addendum or Proposal, Customer may install, access, and use Licensed Software only in Customer’s owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Licensed Software remotely from any location. 2.2.Subscription License Model. If the Parties mutually agree that any Licensed Software purchased under this Agreement will be replaced with or upgraded to Subscription Software, then upon such time which the Parties execute the applicable Change Order or Proposal, the licenses granted under this Section 2 Licensed Software License and Restrictions will automatically terminate, and such Subscription Software will be governed by the terms of Section 3 Subscription Software License and Restrictions. 2.3.Customer Restrictions. Customers and Authorized Users will comply with the applicable Documentation in connection with their use of the Products. Customer will not and will not allow others, including the Authorized Users, to: (a) make the Licensed Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; (b) reverse engineer, disassemble, or reprogram the Licensed Software or any portion thereof to a human-readable form; (c) modify, create derivative works of, or merge the Licensed Software with other software or equipment; (d) copy, reproduce, distribute, lend, lease, or transfer the Licensed Software or Documentation for or to any third party without the prior express written permission of Motorola; (e) take any action that would cause the Licensed Software or Documentation to be placed in the public domain; (f) use the Licensed Software to compete with Motorola; or (g) remove, alter, or obscure, any copyright or other notice. Motorola Solutions, Inc NA MCA v2.0 9.5.2024 23 138 2.4.Copies. Customer may make one (1) copy of the Licensed Software solely for archival, back-up, or disaster recovery purposes during the term of the applicable Licensed Software license. Customer may make as many copies of the Documentation reasonably required for the internal use of the Licensed Software during such Licensed Software’s license term. Unless otherwise authorized by Motorola in writing, Customer will not, and will not enable or allow any third party to: (a) install a licensed copy of the Licensed Software on more than one (1) unit of a Designated Product; or (b) copy onto or transfer Licensed Software installed in a unit of a Designated Product onto another device. Customer may temporarily transfer Licensed Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Customer provides written notice to Motorola of the temporary transfer and identifies the device on which the Licensed is transferred. Temporary transfer of the Licensed Software to another device must be discontinued when the original Designated Product is returned to operation and the Licensed Software must be removed from the other device. Customer must provide prompt written notice to Motorola at the time the temporary transfer is discontinued. 2.5.Resale of Equipment. Equipment contains embedded Licensed Software. If Customer desires to sell its used Equipment to a third party, Customer must first receive prior written authorization from Motorola, which will not be unreasonably denied, and obtain written acceptance of the applicable Licensed Software license terms, including the obligation to pay relevant license fees, from such third party. Section 3. Subscription Software License and Restrictions. 3.1.Subscription Software License. Subject to Customer’s and its Authorized Users’ compliance with the Agreement, including payment terms, Motorola hereby grants Customer and its Authorized Users a limited, non-transferable, non-sublicensable, and non-exclusive license to use the Subscription Software identified in a Proposal, and the associated Documentation, solely for Customer’s internal business purposes. The foregoing license grant will be limited to use in the territory and to the number of licenses set forth in a Proposal (if applicable), and will continue for the applicable Subscription Term. Customer may access, and use the Subscription Software only in Customer’s owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Subscription Software remotely from any location. No custom development work will be performed under this Addendum. 3.2.Customer Restrictions. Customers and Authorized Users will comply with the applicable Documentation and the copyright laws of the United States and all other relevant jurisdictions (including the copyright laws where Customer uses the Subscription Software) in connection with their use of the Subscription Software. Customer will not, and will not allow others including the Authorized Users, to make the Subscription Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; reverse engineer, disassemble, or reprogram software used to provide the Subscription Software or any portion thereof to a human-readable form; modify, create derivative works of, or merge the Subscription Software or software used to provide the Subscription Software with other software; copy, reproduce, distribute, lend, or lease the Subscription Software or Documentation for or to any third party; take any action that would cause the Subscription Software, software used to provide the Subscription Software, or Documentation to be placed in the public domain; use the Subscription Software to compete with Motorola; remove, alter, or obscure, any copyright or other notice; share user credentials (including among Authorized Users); use the Subscription Software to store or transmit malicious code; or attempt to gain unauthorized access to the Subscription Software or its related systems or networks. Motorola Solutions, Inc NA MCA v2.0 9.5.2024 24 139 3.3.User Credentials. If applicable, Motorola will provide Customer with administrative user credentials for the Subscription Software, and Customer will ensure such administrative user credentials are accessed and used only by Customer’s employees with training on their proper use. Customer will protect, and will cause its Authorized Users to protect, the confidentiality and security of all user credentials, including any administrative user credentials, and maintain user credential validity, including by updating passwords. Customer will be liable for any use of the Subscription Software through such user credential (including through any administrative user credentials), including any changes made to the Subscription Software or issues or user impact arising therefrom. To the extent Motorola provides Services to Customer in order to help resolve issues resulting from changes made to the Subscription Software through user credentials, including through any administrative user credentials, or issues otherwise created by Authorized Users, such Services will be billed to Customer on a time and materials basis, and Customer will pay all invoices in accordance with the payment terms of the MCA. Section 4. Software Systems - Applicable Terms and Conditions 4.1. On-Premise Software System.If Customer purchases an “on-premises Software System,” where Licensed Software is installed at Customer Sites or on Customer-Provided Equipment, then, unless otherwise specified in writing that any software is being purchased as Subscription Software, the Licensed Software is subject to Section 2 of the SLA. 4.1.1. CAD and Records Products.The terms set forth in this Section 4.1.1. apply in the event Customer purchases any Computer Aided Dispatch (“CAD”) or Records Products under the Agreement. 4.1.1.1.Support Required. Customer acknowledges and agrees that the licenses granted by Motorola under this SLA to CAD and Records Products for on-premises Software Systems are conditioned upon Customer purchasing Maintenance and Support Services for such Products during the term of the applicable license. If at any time during the term of any such license, Customer fails to purchase associated Maintenance and Support Services (or pay the fees for such Services), Motorola will have the right to terminate or suspend the software licenses for CAD and Record Products. 4.1.1.2.CJIS Security Policy. Motorola agrees to support Customer’s obligation to comply with the Federal Bureau of Investigation Criminal Justice Information Services (“CJIS”) Security Policy and will comply with the terms of the CJIS Security Addendum for the term of the Addendum or Proposal for the applicable Product. Customer hereby consents to Motorola screened personnel serving as the “escort” within the meaning of CJIS Security Policy for unscreened Motorola personnel that require access to unencrypted Criminal Justice Information for purposes of Product support and development. 4.2. On-Premise Software System as a Service.If Customer purchases an “on-premises Software System as a service,” where software Products are installed at Customer Sites or on Customer-Provided Equipment, and generally licensed on a subscription basis (i.e, as Subscription Software), then such Subscription Software is subject to Section 3 of the SLA. The firmware preinstalled on Equipment included with an on-premises Software System as a service purchase, and any Microsoft operating system Licensed Software are subject to Section 2 of the SLA. 4.2.1.Transition to Subscription License Model. If the Parties mutually agree that any on-premises Subscription Software purchased under this SLA as part of an “on-premises Software System as a service” solution will be replaced with or upgraded to Subscription Software hosted in a data center, then upon such time the Parties execute the applicable agreement, (a) the Motorola Solutions, Inc NA MCA v2.0 9.5.2024 25 140 licenses granted to such on-premises Subscription Software under this SLA will automatically terminate, (b) Customer and its Authorized Users will cease use of the applicable on-premises copies of Subscription Software, and (c) the replacement hosted Subscription Software provided hereunder will be governed by the terms of Section 4.3 Cloud Hosted Software System. 4.2.2.Transition Fee. Motorola will not charge additional Fees for Services related to the transition to hosted Subscription Software, as described in Section 4.2.1 – Transition to Subscription License Model.Notwithstanding the foregoing, subscription Fees may be greater than Fees paid by Customer for on-premises Subscription Software. 4.2.3.Software Decommissioning. Upon (a) transition of the on-premises Software System as a service to Subscription Software hosted in a data center or (b) any termination of the Subscription Software license for the on-premises Software System as a service, Motorola will have the right to enter Customer Sites and decommission the applicable on-premises Subscription Software that is installed at Customer’s Site or on Customer-Provided Equipment. For clarity, Customer will retain the right to use Licensed Software that is firmware incorporated into Equipment purchased by Customer from Motorola and any Microsoft operating system Licensed Software. 4.3. Cloud Hosted Software System.If Customer purchases a “cloud hosted Software System,” where the applicable software is hosted in a data center and provided to Customer as a service (i.e., as hosted Subscription Software), then such Subscription Software is subject to Section 3 of the SLA. 4.4.Additional Cloud Terms. The terms set forth in this Section 4.4 – Additional Cloud Terms apply in the event Customer purchases any cloud-hosted software Products. 4.4.1.Data Storage. Motorola will determine, in its sole discretion, the location of the stored content for cloud hosted software Products. All data, replications, and backups will be stored at a location in the United States for Customers in the United States. 4.4.2.Data Retrieval. Cloud hosted software Products will leverage different types of storage to optimize software, as determined in Motorola’s sole discretion. For multimedia data, such as videos, pictures, audio files, Motorola will, in its sole discretion, determine the type of storage medium used to store the content. The type of storage and medium selected by Motorola will determine the data retrieval speed. Access to content in archival storage may take up to twenty-four (24) hours to be viewable. 4.4.3.Maintenance. Scheduled maintenance of cloud-hosted software Products will be performed periodically. Motorola will make commercially reasonable efforts to notify customers one (1) week in advance of any such maintenance. Unscheduled and emergency maintenance may be required from time to time. Motorola will make commercially reasonable efforts to notify customers of any unscheduled or emergency maintenance twenty-four (24) hours in advance. Section 5. Term. 5.1.Term. The term of this SLA (the “SLA Term”) will commence upon the Effective Date of the MCA. 5.2.Termination - Licensed Software License. Notwithstanding the termination provisions of the MCA, Motorola may terminate this SLA (and any Agreements hereunder) immediately upon notice to Customer if Customer breaches Section 2 – Licensed Software License and Motorola Solutions, Inc NA MCA v2.0 9.5.2024 26 141 Restrictions of this SLA, or any other provision related to Licensed Software license scope or restrictions set forth in a Proposal, EULA, or other applicable Addendum. Upon termination or expiration of the SLA Term, all Motorola obligations under this SLA (including with respect to Equipment and Licensed Software delivered hereunder) will terminate. If Customer desires to purchase additional Services in connection with such Equipment or Licensed Software, Customer may enter into a separate Addendum with Motorola, governing such Services. 5.3.Termination - Subscription Software License. Notwithstanding the termination provisions of the MCA, Motorola may terminate this SLA, or suspend delivery of Subscription Software or Services, immediately upon notice to Customer if (a) Customer breaches Section 3 – Subscription Software License and Restrictions of this SLA, or any other provision related to Subscription Software license scope or restrictions set forth therein, or (b) it determines that Customer’s use of the Subscription Software poses, or may pose, a security or other risk or adverse impact to any Subscription Software, Motorola, Motorola’s systems, or any third party (including other Motorola customers). 5.4.Customer acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Licensed Software, Subscription Software, and Documentation, and that Customer’s breach of the SLA will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Customer breaches this SLA, in addition to termination, Motorola will be entitled to all available remedies at law or in equity (including immediate injunctive relief). 5.5. Applicable End User Terms. Additional license terms apply to third-party software included in certain software Products which are available online at www.motorolasolutions.com/legal-flow-downs. Customer will comply, and ensure its Authorized Users comply, with all such additional license terms. Section 6. Copyright Notices.The existence of a copyright notice on any Licensed Software will not be construed as an admission or presumption of publication of the Licensed Software or public disclosure of any trade secrets associated with the Licensed Software. Section 7. Survival.The following provisions will survive the expiration or termination of this SLA for any reason: Section 2 – Licensed Software License and Restrictions; Section 3 -- Subscription Software License and Restrictions; Section 4 -- Software Systems -- Applicable Terms and Conditions; Section 5 – Term; Section 7 – Survival. Motorola Solutions, Inc NA MCA v2.0 9.5.2024 27 142 Mobile Video and Vigilant Addendum This Mobile Video and Vigilant Addendum (this “MVVA”) is subject to, and governed by, the terms of the Motorola Solutions Customer Agreement (“MCA”) to which it is attached. Capitalized terms used in this MVVA, but not defined herein, will have the meanings set forth in the MCA. Section 1. Addendum.This MVVA governs Customer’s purchase of (a) any Motorola mobile video Products, including participation in Motorola’s Video-as-a-Service Program (“VaaS Program”), and (b) Motorola’s Vigilant automated license plate recognition software and hardware Products (“LPR Products”). This MVVA will control with respect to conflicting or ambiguous terms in the MCA or any other applicable Addendum, but only as applicable to the Mobile Video System or other Products purchased under this MVVA. Section 2. Definitions. “Mobile Video System” is a solution that includes at least one mobile video Product and requires Integration Services to deploy such mobile video Product or the associated evidence management Product at a Customer Site. Camera License Key (“CLK”) means an electronic key that will permit each camera (one CLK per camera) to be used with Vigilant CarDetector and/or Subscription Software Commercial Booking Images refers to booking images collected by commercial sources and available on Vigilant VehicleManager with a paid subscription. Commercial Data means both Commercial Booking Images and Commercial LPR Data. Commercial LPR Data refers to LPR data collected by private sources and available on Vigilant VehicleManager with a paid subscription. License Plate Recognition (“LPR”) refers to the process of utilizing cameras, either stationary or mounted on moving vehicles, to capture and interpret images of vehicle license plates. Section 3. Evidence Management Systems; Applicable Terms and Conditions. 3.1. On-Premise Evidence Management.If Customer purchases a Mobile Video System where Equipment and Licensed Software for evidence management is installed at Customer Sites (an “On-Premises Evidence Management System”), then, unless the Proposal specifies that any software is being purchased as Subscription Software, any (i) Equipment and (ii)Licensed Software installed at Customer Sites or on Customer-Provided Equipment purchased in connection with the On-Premises Evidence Management System is subject to the SLA. On-Premises Evidence Management Systems described in this Section qualify for the System Warranty as described in Section 5 – On-Premises Evidence Management System Warranty (the “System Warranty”). Motorola Solutions, Inc NA MCA v2.0 9.5.2024 28 143 3.2. Cloud Hosted Evidence Management.If Customer purchases a Mobile Video System where the software for evidence management is hosted in a data center and provided to Customer as a service (”Cloud Hosted Evidence Management System”), then such software is subject to the SLA. Any Equipment purchased in connection with the Cloud Hosted Evidence Management System is subject to the MCA. System Warranty does not apply to Cloud Hosted Evidence Management Systems. System completion is determined in accordance with the provisions of Section 12 –System Completion below. 3.3. Services.Any Integration Services or Maintenance and Support Services purchased in connection with, or included as a part of, a Mobile Video System are subject to the MCA, and as described in the applicable Addendum. Section 4. Payment.Customer will pay invoices for the Products and Services covered by this MVVA in accordance with the invoice payment terms set forth in the MCA. Fees for Mobile Video Systems will be invoiced as of the System Completion Date, unless another payment process or schedule is set forth in the Proposal. Section 5. On-Premises Evidence Management System Warranty.Subject to the disclaimers in the MCA and any other applicable Addenda, Motorola represents and warrants that, on the System Completion Date (as defined below) for an On-Premises Evidence Management System described in Section 3.1 – On-Premises Evidence Management (a) such On-Premises Evidence Management System will perform in accordance with the descriptions in the applicable Proposal in all material respects, and (b) if Customer has purchased any Equipment or Motorola Licensed Software (but, for clarity, excluding Subscription Software) as part of such On-Premises Evidence Management System, the warranty period applicable to such Equipment and Motorola Licensed Software will continue for a period of one (1) year commencing upon the System Completion Date for the On-Premises Evidence Management System that includes such Products, or on the applicable Product Completion Date, if earlier. Section 6. Additional Software and Video Terms and Conditions. 6.1. Unlimited Storage.Storage shall be specifically described in Proposal. “Unlimited Storage” related to Customer’s purchase of a Cloud Hosted Evidence Management system means storage of all data captured using Equipment sold under this MVA, provided that (1) video recordings are recorded in an event-based setting where users are not recording an entire shift under one video footage and (2) Customer’s data retention policies and practices do not result in the retention of data beyond the statutory minimums set forth by the State in which the Customer resides. In the event Customer does not comply with the preceding clauses (1) and (2), Motorola shall have the right to charge Customer for such excess data storage at the prevailing rates. Motorola also has the right to place any data that has not been accessed for a consecutive six (6) month period into archival storage, retrieval of which may take up to twenty-four (24) hours from any access request. 6.2. Applicable End User Terms.Described in Section 5.6 of the SLA. 6.3. License Plate Recognition Data Ownership and Retention.Motorola retains all title and rights to Commercial LPR Data and Commercial Booking Images. Customer shall not utilize Commercial LPR Data or Commercial Booking Images on the behalf of other local, state or Federal law enforcement agencies (“LEAs”). LPR data and where applicable, booking images, collected by the License plate recognition (“LPR”) data collected by Customer is considered Customer Data (as defined in the MCA) and is therefore subject to the Customer’s own retention policy. LPR data and/or booking images that has reached the end of the retention Motorola Solutions, Inc NA MCA v2.0 9.5.2024 29 144 period set by the Customer in ClientPortal or VehicleManager will be deleted in accordance thereof. Customer retains all rights to LPR data and booking images collected by Customer. 6.3.1 Data Sharing.Customer, at its option, may share its LPR data with other similarly situated LEAs which contract with Motorola to access Vigilant VehicleManager by selecting this option within Vigilant VehicleManager. Other similarly situated LEAs may similarly opt to share their LPR data with Customer using Vigilant VehicleManager. Such LPR data generated by other LEAs is considered Third-Party Data (as defined in the MCA), is governed by the retention policy of the respective LEA, and shall be used by Customer only in connection with its use of Vigilant VehicleManager. 6.3.2.Only individuals who are agents and/or sworn officers of Customer and who are authorized by Customer to access Vigilant VehicleManager on behalf of Customer through login credentials provided by Customer (“User Eligibility Requirements”) may access Vigilant VehicleManager. Motorola in its sole discretion may deny access to Vigilant VehicleManager to any individual based on such person’s failure to meet the User Eligibility Requirements. Customer will ensure no user logins are provided to agents or officers of other local, state, or Federal LEAs without the express written consent of Motorola. Customer will be responsible for all individuals’ access to, and use of, Vigilant VehicleManager through use of Customer login credentials, including ensuring their compliance with this Agreement. Customer shall notify Motorola immediately if Customer believes the password of any of its Users has, or may have, been obtained or used by any unauthorized person(s). In addition, Customer must notify Motorola immediately if it becomes aware of any other breach or attempted breach of the security of any of its Users’ accounts. 6.3.3 LEA Customers.If Customer is an LEA, other similarly situated LEAs that collect their own LPR data and booking images may opt to share such data with Customer using VehicleManager. 6.3.4. Non-LEA Customers.If Customer is a non-LEA Customer, other similarly situated ClientPortal customers that collect their own LPR data may opt to share such data with Customer using ClientPortal. Such LPR data generated by other ClientPortal customers is considered Third-Party Data (as defined in the MCA), is governed by the retention policy of the respective ClientPortal customer, and shall be used by Customer only in connection with its use of ClientPortal. Third-party LPR data that has reached its expiration date will be deleted from ClientPortal in accordance with the retention terms of the sharing entity. 6.4. Commercial Data Access.If Customer purchases a subscription to Commercial Data, then Customer shall execute and agree to the terms of Motorola’s standard Data License Addendum, a copy of which is available upon request. 6.5. API Support.Described in the MCA. 6.6. Support of Downloaded Clients.Described in the MCA. 6.7. CJIS Security Policy.Described in the MCA. Section 7. VaaS Program Terms.All hardware provided by Motorola to Customer under the VaaS Program will be considered Equipment, as defined in the MCA and constitutes a purchase of Equipment subject to the terms and conditions contained therein. In addition, the following terms and conditions apply to any Equipment purchased under the VaaS Program: Motorola Solutions, Inc NA MCA v2.0 9.5.2024 30 145 7.1. Technology Refresh.Body cameras and associated batteries purchased under the VaaS Program (“Body Cameras”) may be eligible for a technology refresh as described in the Proposal. If included in the Proposal, and in the event the Body Camera is eligible for replacement applicable under this Section 7.1 – Technology Refresh, Customer must return the existing Body Camera to Motorola in working condition. The corresponding replacement Body Camera will be the then-current model of the Body Camera at the same tier as the Body Camera that is returned to Motorola. For clarity, any other Equipment received by Customer as part of the VaaS Program, other than Body Cameras, or associated batteries (if specified in the Proposal) will not be eligible for a technology refresh hereunder. 7.2. No-Fault Warranty.If specified in the Proposal, and subject to the disclaimers set forth in the Agreement, upon delivery of Equipment purchased as part of the VaaS Program, Motorola will provide a No-fault Warranty to Customer for such Equipment that extends until the end of the Commitment Term (as defined below) applicable to such Equipment; except that the No-fault Warranty will not apply to: (i) any Equipment with intentionally altered or removed serial numbers, (ii) any other damages disclaimed under the MCA, or (iii) any Equipment that Motorola determines was changed, modified, or repaired by Customer or any third party. The “No-fault Warranty” means that Motorola will repair or replace any Equipment components or parts that render the applicable Equipment unable to perform its intended purpose. With respect to any batteries in Body Cameras, a battery will be considered faulty and covered under this No-fault Warranty if it falls below sixty percent (60%) of rated capacity. 7.3. Commitment Term.Customer accepts that following the delivery of any Equipment under the VaaS Program, Customer commits to a five (5) year subscription term for such Equipment at the rate provided in the Proposal (the “Initial Commitment Term”). If Customer, for any reason, terminates any of its obligations to Motorola prior to expiration of the applicable Commitment Term (as defined below), Customer will be subject to the payments described in Section 11.2 – Termination hereunder. Section 8. Additional Devices.Any additional Equipment, including any accessory items, ordered by Customer after Customers’ initial purchase of Equipment hereunder may be subject to an incremental increase in Fees. In the event Customer orders additional Equipment under the VaaS Program within the ninety (90) days immediately following its initial purchase, such Equipment will be included in and subject to the Initial Commitment Term. Any additional Equipment purchased under the VaaS Program subsequent to such ninety (90) day period, will commence an additional subscription term commitment for such Equipment of five (5) years (a “Subsequent Commitment Term”) with respect to the monthly Fee associated with such additional Equipment. For purposes of this Addendum, the Initial Commitment Term and each Subsequent Commitment Term are each also referred to herein as a “Commitment Term”. Section 9. Included Subscription Software. 9.1 VideoManager EL.Subject to Section 11.1 – VaaS Term, if the Equipment purchased under the VaaS Program provides Customer with a subscription to the Cloud Hosted Evidence Management System during the VaaS Term (as defined below), use of the Cloud Hosted Evidence Management System is subject to the MCA and SLA. Customer’s subscription will include unlimited users, Unlimited Storage and unlimited sharing, provided any media or data uploaded to the Cloud Hosted Evidence Management System is done using Motorola Equipment actively enrolled in the VaaS Program. Following expiration of the applicable Commitment Term, Customer’s continued use of expired Equipment with the Cloud Hosted Evidence Management System is subject to Customer’s purchase of additional access at Motorola’s prevailing rates, or Motorola may disconnect connectivity of any expired Equipment to the Cloud Hosted Evidence Management System. Motorola Solutions, Inc NA MCA v2.0 9.5.2024 31 146 9.2 CommandCentral.If specified and included in the Proposal, for each applicable Body Camera, in-car system or integrated system purchased, Customer will receive one user license for Motorola CommandCentral (CC), which provides access to CC Community, CC Capture, CC Vault and CC Records. Additional CC licenses may be purchased for an additional fee. 9.3 VideoManager EX: Subject to Section 11.1 – VaaS Term,if specified in the Proposal, Equipment purchased under the VaaS Program provides Customer with a single subscription to Video Manager EX during the VaaS Term (as defined below), the use of which is subject to the MCA and SLA. Following expiration of the applicable Commitment Term, Customer must purchase additional access to VideoManager EX, at Motorola’s prevailing rates, to continue using expired Equipment with the VideoManager EX, or Motorola may disconnect connectivity of any expired Equipment. 9.4. Vigilant VehicleManager or Vigilant ClientPortal.The VaaS Program provides Customer with a subscription to Vigilant VehicleManager or Vigilant ClientPortal, as specified in the Proposal, during the VaaS Term (as defined below). Following expiration of the applicable Commitment Term, if Customer desires to continue use of expired Equipment with the Vigilant VehicleManager or Vigilant ClientPortal, Customer must purchase additional access to Vigilant VehicleManager or Vigilant ClientPortal based on Motorola’s prevailing rates, or Motorola may disconnect connectivity of any expired Equipment to such software. 9.4.1. Access.Use and access to VehicleManager is strictly restricted to Law Enforcement Agencies (“LEAs”) and their Authorized Users. Non-LEAs and their Authorized Users may purchase/access Client Portal. 9.5. CarDetector.Customer Customer may purchase Vigilant CarDetector which is Subscription Software. For Customers subscribing to CarDetector, Customer is required to obtain a CLK for each Motorola-approved camera which uses CarDetector. A CLK can be obtained by Customer by going to Motorola’s company support website and completing the online request form to Vigilant technical support staff. Section 10. VaaS Program Payment. 10.1 Mobile Video System: Unless otherwise provided in a Proposal (and notwithstanding the provisions of the MCA), Customer will prepay a subscription Fee quarterly (each a “Subscription Quarter”), as set forth in a Proposal. If Customer orders any additional Product(s) under the VaaS Program subsequent to the initial purchase by Customer, Fees for such additional Product will be added to the quarterly subscription Fee, and will be payable on the same Fee payment schedule as the initial Product purchased under the VaaS Program; provided, however, that for the first Subscription Quarter during which such additional Product is purchased, the subscription Fee for the applicable additional Product will be prorated based on the applicable number of days remaining in the such initial Subscription Quarter. 10.2 LPR System: Unless otherwise provided in a Proposal (and notwithstanding the provisions of the MCA), Customer will prepay a subscription Fee yearly (each a “Subscription Year”), as set forth in a Proposal. If Customer orders any additional LPR Product(s) under the VaaS Program subsequent to Customer’s initial purchase, the Fees for the additional LPR Product will be added to the yearly subscription Fee and will be payable on the same Fee payment schedule as the initial LPR Products purchased by the Customer; provided, however, that for the first Subscription Year during which such additional LPR Product(s) is purchased, the subscription Fee for the applicable additional LPR Product(s) will be prorated based on the applicable number of days remaining in such initial Subscription Year. Motorola Solutions, Inc NA MCA v2.0 9.5.2024 32 147 Section 11. VaaS Program Term and Termination. 11.1 VaaS Term.Customer’s participation in the VaaS Program will commence upon the System Completion Date under this MVA, and will continue through the end of the final Commitment Term hereunder (“the “VaaS Term”). Following the end of any Commitment Term, Customer’s access to the Cloud Hosted Evidence Management System with respect to the Equipment purchased relative to that Commitment Term will expire, and Customer must download or transfer all Customer Data associated with the applicable Equipment within thirty (30) days following expiration unless Customer purchases extended access to the Cloud Hosted Evidence Management System from Motorola at the prevailing rates. Motorola has no obligation to retain Customer Data for expired Equipment beyond thirty (30) days following expiration of the applicable Commitment Term. For example, if Customer purchases 100 devices on January 1 of Year 1 of the VaaS Term or the Initial Commitment Term, and then 100 additional devices on January 1 of Year 3, on December 31 of Year 5 (i.e., the conclusion of the Initial Commitment Term), Customer’s access to the Cloud Hosted Evidence Management System with respect to the first 100 devices will be discontinued, and Customer must purchase extended storage or transfer all Customer Data associated with the first 100 devices within thirty (30) days of expiration of the Initial Commitment Term. In the foregoing example, the Cloud Hosted Evidence Management System access and data storage for the second 100 devices purchase will extend until December 31 of Year 7. 11.2 Termination. The termination provisions applicable to the VaaS Program will be those set forth in the MCA and SLA, as applicable. If Customer’s participation in the VaaS Program is terminated for any reason prior to the end of the Initial Commitment Term or any Subsequent Commitment Term, Customer will pay the prorated remainder of the aggregate Equipment list price (prevailing as of the time of delivery). This is calculated by multiplying the list price of all Equipment purchased under the VaaS Program by the percentage resulting from dividing the number of months remaining in the Commitment Term applicable to such Equipment by sixty (60). In the event Customer purchased Equipment on multiple dates, resulting in separate Commitment Terms, the preceding calculation will be made relative to the applicable Commitment Term for each Equipment order. 11.3 Post Termination Subscription Software Access. Upon completion of the VaaS Term, Customer may elect to purchase additional CLKs, at then current rates, for continued Vigilant CarDetector and/or Subscription Software access. If applicable, additional network costs, at then current rates, may apply. Any continued Software Subscription access shall continue to be governed by the MCA and SLA. Section 12. System Completion.Any Mobile Video System sold hereunder will be deemed completed upon Customer’s (or the applicable Authorized User’s) Beneficial Use of the applicable Mobile Video System (the “System Completion Date”). Customer will not unreasonably delay Beneficial Use, and in any event, the Parties agree that Beneficial Use will be deemed to have occurred thirty (30) days after functional demonstration. As used in this Section, “Beneficial Use” means use by Customer or at least one (1) Authorized User of the material features and functionalities of Mobile Video System, in material conformance with Product descriptions in the applicable Proposal. Any additional Equipment sold in connection with the initial Mobile Video System shall be deemed delivered in accordance with the terms of the MCA. Any additional Subscription Software purchased under the VaaS Program will be deemed delivered upon Customer’s receipt of credentials required for access to the Cloud Hosted Evidence Management System or upon Motorola otherwise providing access to the Cloud Hosted Evidence Management System. This Section applies to Products purchased Motorola Solutions, Inc NA MCA v2.0 9.5.2024 33 148 under the MVA notwithstanding any delivery provisions of the Agreement, and this Section will control over such other delivery provisions to the extent of a conflict. Section 13. Additional Cloud Terms. The terms set forth in Section 4.4 Additional Cloud Terms of the SLA apply in the event Customer purchases any cloud hosted software Products, including a Cloud Hosted Evidence Management System. Section 14. Survival.The following provisions will survive the expiration or termination of this MVVA for any reason: Section 1 – Addendum; 3 – Evidence Management Systems; Applicable Terms and Conditions; Section 4 – Payment; Section 6.2 – Applicable End User Terms; Section 9.1 – VideoManager EL Section 11 – VaaS Program Term and Termination; Section 14 – Survival. MAINTENANCE, SUPPORT AND LIFECYCLE MANAGEMENT ADDENDUM This Maintenance, Support and Lifecycle Management Addendum (this “MSLMA”) is subject to, and governed by, the terms of the Motorola Solutions Customer Agreement (“MCA”) to which it is attached. Capitalized terms used in this MSLMA, but not defined herein, will have the meanings set forth in the MCA. Section 1. Addendum.This MSLMA governs Customer’s purchase of Maintenance, Support and Lifecycle Management (as defined below) services (and, if set forth in an Proposal related Services) from Motorola and will form part of the Parties’ Agreement. This MSMLA will control with respect to conflicting terms in the MCA or any other applicable Addendum, but only as applicable to the Maintenance, Support and Lifecycle Management services purchased under this MSMLA and not with respect to other Products and Services. Section 2. Scope Motorola will provide break/fix maintenance, technical support, or other Services (such as software integration Services) (“Maintenance and Support Services”) and/or upgrade services (“Lifecycle Management”) as further described in the applicable Proposal. Section 3. Terms and conditions 3.1 Maintenance and Support services 3.1.1 Purchase Order Acceptance. Purchase orders for additional, continued, or expanded maintenance and software support, during the Warranty Period or after the Warranty Period, become binding only when accepted in writing by Motorola. 3.1.2 Start Date. The “Start Date” for Maintenance and Support Services will be indicated in the applicable Proposal. 3.1.3 Auto Renewal. Unless the applicable Proposal specifically states a termination date or one Party notifies the other in writing of its intention to discontinue the Maintenance and Support Services, this Agreement will renew for an additional one (1) year term on every anniversary of Motorola Solutions, Inc NA MCA v2.0 9.5.2024 34 149 the Start Date. At the anniversary date, Motorola may adjust the price of the Services to reflect the renewal rate. 3.1.4 Termination. Written notice of intent to terminate must be provided thirty (30) days or more prior to the anniversary date. If Motorola provides Services after the termination or expiration of this MSLMA, the terms and conditions in effect at the time of termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola’s then effective hourly rates. This provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. 3.1.5 Equipment Definition. For maintenance and support services, Equipment will be defined to mean the hardware specified in the applicable Proposal. 3.1.6 Additional Hardware. If Customer purchases additional hardware from Motorola that becomes part of the Communications System, the additional hardware may be added to this MSLMA and will be billed at the applicable rates after the warranty period for that additional equipment expires. Such hardware will be included in the definition of Equipment. 3.1.7 Maintenance. Equipment will be maintained at levels set forth in the manufacturer’s product manuals and routine procedures that are prescribed by Motorola will be followed. Motorola parts or parts of equal quality will be used for Equipment maintenance. 3.1.8 Equipment Condition. All Equipment must be in good working order on the Start Date or when additional equipment is added to the MSLMA. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer’s obligation to pay maintenance and support fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. If Equipment cannot, in Motorola’s reasonable opinion, be properly or economically maintained for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to maintain that Equipment. 3.1.9 Equipment Failure. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this MSLMA and applicable Proposal. 3.1.10 Intrinsically Safe. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 3.1.11 Excluded Services. a) Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. b) Unless specifically included in this MSLMA or the applicable Proposal, 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 products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as Motorola Solutions, Inc NA MCA v2.0 9.5.2024 35 150 telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. 3.1.12 Time And Place. Service will be provided at the location specified in this MSLMA and/or the applicable Proposal. When Motorola performs maintenance, support, or installation 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 from 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 MSLMA or applicable Proposal, 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 MSLMA or applicable Proposal, 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. 3.1.13 Customer 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. 3.1.14 Warranty. Motorola warrants that its Maintenance and Support Services under this section 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 completed. 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. 3.2 Lifecycle Management Services 3.2.1 The License terms included in the MCA and its SLA Addendum apply to any Motorola Licensed Software provided as part of the Lifecycle Management transactions. 3.2.2 The term of this MSLMA is __________ years, commencing on _________, 202_. The Lifecycle Management Price for the ___ years of services is $______________, excluding applicable sales or use taxes but including discounts as more fully set forth in the pricing pages. Because the Lifecycle Management is a subscription service as more fully described in the applicable Proposal, payment from Customer is due in advance and will not be in accordance with any Payment Milestone Schedule. 3.2.3 The Communications System upgrade will be scheduled during the subscription period and will be performed when Motorola’s upgrade operation resources are available. Motorola may substitute any of the promised Equipment or Licensed Software so long as the substitute is equivalent or superior to the initially promised Equipment or Licensed Software. 3.2.4 Acceptance of a Lifecycle Management transaction occurs when the Equipment (if any) Motorola Solutions, Inc NA MCA v2.0 9.5.2024 36 151 and Licensed Software are delivered, in accordance with the MCA, and the Lifecycle Management services are fully performed. 3.2.5 The Warranty Period for any Equipment or Licensed Software provided under a Lifecycle Management transaction will commence upon shipment and is for a period of ninety (90) days. The ninety (90) day warranty for Lifecycle Management services is set forth in the applicable Proposal. 3.2.6 In addition to the description of the Lifecycle Management services and exclusions provided in the applicable Proposal, the following apply: a) Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. b) Lifecycle Management services exclude the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. c) Unless specifically included in this MSLMA or the applicable Proposal, Lifecycle Management services exclude items that are consumed in the normal operation of the Equipment; accessories; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet, or for Equipment malfunction caused by the transmission medium. d) Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available during the performance of the Lifecycle Management services. 3.2.7 The Lifecycle Management annualized price is based on the fulfillment of the two year cycle. If Customer terminates this service during a two year cycle, except for Motorola’s default, then Customer will be required to pay for the balance of payments owed for the two year cycle if a major system release has been implemented before the point of termination. 3.2.8 If Customer terminates this Maintenance and Support or Lifecycle Management service and contractual commitment before the end of the __ year term, for any reason other than Motorola’s default, then the Customer will pay to Motorola a termination fee equal to the discount applied to the last three years of service payments related to the __ year commitment. This provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. Section 4. Payment 4.1 Unless alternative payment terms are stated in this MSLMA, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly and the Customer Motorola Solutions, Inc NA MCA v2.0 9.5.2024 37 152 must pay each invoice in U.S. dollars within thirty (30) 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. 4.2 INFLATION ADJUSTMENT.For multi-year agreements, at the end of the Agreement’s first year and each year thereafter, a CPI percentage change calculation shall be performed using the U.S. Department of Labor, Consumer Price Index, “All Items,” Unadjusted Urban Areas (CPI-U). Should the annual inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 3%. The adjustment calculation will be based upon the CPI for the most recent twelve (12) month increment beginning from the most current month available posted by the U.S. Department of Labor (http://www.bls.gov) immediately preceding the new maintenance year. For purposes of illustration, if in Year 5 the CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base). Motorola Solutions, Inc NA MCA v2.0 9.5.2024 38 153 Motorola Solutions Data Processing Addendum -U.S. This Data Processing Addendum,including its Schedules and Annexes (“DPA”),forms part of the Motorola Solutions Customer Agreement or other underlying agreement governing the relationship of the parties (“Agreement”)to reflect the parties’agreement with regard to the Processing of Customer Data,which may include Personal Data.In the event of a conflict between this DPA,the Agreement or any Schedule,Annex or other addenda to the Agreement, including a prior DPA,this DPA will prevail. 1.Definitions. To the extent the Agreement provides definitions for the terms defined in this Section 1,the definitions of this Section 1 will apply to this DPA and the definitions of the Agreement will apply to the Agreement. “Controller”means the natural or legal person,public authority,agency or other body which, alone or jointly with others,determines the purposes and means of the processing of personal data.Regulatory frameworks may differ in their respective naming conventions and therefore may refer to a Controller as a Business or otherwise. “Customer Data”means data including images,text,videos,and audio,that are provided to Motorola by,through,or on behalf of Customer and its Authorized Users or their end users, through the use of the Products and Services.Customer Data does not include Customer Contact Data,Service Use Data,other than that portion comprised of Personal Information,or Third Party Data. “Customer Contact Data”means data Motorola collects from Customer for contact purposes, including,without limitation,contract fulfillment,marketing,advertising,licensing,and sales activities. “Data”means collectively Motorola Data and Customer Data,including any Personal Data included therein. “Data Protection Laws and Policies”means all applicable corporate,state and local, federal and international laws,standards,guidelines,policies,regulations and procedures applicable to Supplier or Motorola pertaining to data security,confidentiality,privacy,and breach notification,as amended “Data Subjects”means the identified or identifiable person to whom Personal Data relates. “Metadata”means data that describes other data. “Motorola Data”means data owned by Motorola and made available to Customer in connection with the Products and Services. “Personal Data”or “Personal Information”means any information relating to an identified or identifiable natural person transmitted to Motorola by,through,or on behalf of Customer and its Authorized Users or their end users as part of Customer Data.An identifiable natural person is 1 154 one who can be identified,directly or indirectly,in particular by reference to an identifier such as a name,an identification number,location data,an online identifier or to one or more factors specific to the physical,physiological,genetic,mental,economic,cultural or social identity of that natural person. “Process”or “Processing”means any operation or set of operations which is performed on Customer Data,which may include Personal Data or on sets of Personal Data,whether or not by automated means,such as collection,recording,copying,analyzing,caching,organization, structuring,storage,adaptation,or alteration,retrieval,consultation,use,disclosure by transmission,dissemination or otherwise making available,alignment or combination, restriction,erasure or destruction. “Processor''means a natural or legal person,public authority,agency or other body which processes personal data on behalf of the Controller.Processors act on behalf of the relevant Controller and under their authority.In doing so,they serve the Controller's interests rather than their own.Regulatory frameworks may differ in their respective naming conventions and therefore may refer to a Processor as a “Service Provider”or otherwise. “Security Incident”means a confirmed or reasonably suspected accidental or unlawful destruction,loss,alteration or disclosure of,or access to Customer Data,which may include Personal Data,while processed by Motorola. “Service Use Data”means data generated about the use of the Products and Services through Customer ’s use or Motorola’s support of the Products and Services,which may include Metadata,Personal Data,product performance and error information,activity logs,and date and time of use. “Sub-processor”means other Processors engaged by Motorola to Process Customer Data which may include Personal Data. “Third Party Data”means information obtained by Motorola from publicly available sources or its third party content providers and made available to Customer through the Products or Services. “Users”means Customer ’s employees,contractors,agents,customers and end-users who are authorized to use the Services to access or receive Data.Motorola or customer (as determined by Motorola)will be responsible for all User identification and password change management. 2.Processing of Customer Data 2.1.Roles of the Parties.The Parties agree that with regard to the Processing of Personal Data hereunder,Customer is the Controller and Motorola is the Processor who may engage Sub-processors pursuant to the requirements of Section 6 entitled “Sub-processors”below. 2.2.Motorola’s Processing of Customer Data.Motorola and Customer agree that Motorola may only use and Process Customer Data,including the Personal Information embedded in 2 155 Service Use Data,in accordance with applicable law and Customer ’s documented instructions for the following purposes:(i)to perform Services and provide Products under the Agreement; (ii)analyze Customer Data to operate,maintain,manage,and improve Motorola products and services;and (iii)create new products and services.Customer agrees that its Agreement (including this DPA),along with the Product and Service Documentation and Customer ’s use and configuration of features in the Products and Services,are Customer ’s complete and final documented instructions to Motorola for the processing of Customer Data.Any additional or alternate instructions will be agreed to according to the process for amending Customer ’s Agreement.Customer represents and warrants to Motorola that Customer ’s instructions, including appointment of Motorola as a Processor or Sub-processor,have been authorized by the relevant controller.Customer Data may be processed by Motorola at any of its global locations and/or disclosed to Sub-processors.It is Customer’s responsibility to notify Authorized Users of Motorola’s collection and use of Customer Data,and to obtain any required consents, provide all necessary notices,and meet any other applicable legal requirements with respect to such collection and use.Customer represents and warrants to Motorola that it has complied with the terms of this provision. 2.2.1.Additional Products and Services.In the event,Customer purchases additional Products and Services that integrate with the previously purchased Products and Services,Customer Data may be processed at additional locations around the world and by Sub-processors utilized in connection with the additional Products and Services.Identification of Sub-processors utilized by Motorola Solutions can be found at Motorola Sub-Processors or Annex III attached hereto. 2.3.Details of Processing.The subject-matter of Processing of Personal Data by Motorola hereunder,the duration of the Processing,the categories of Data Subjects and types of Personal Data are set forth on Annex I to this DPA. 2.4.Disclosure of Processed Data.Motorola will not disclose to or share any Customer Data with any third party except to Motorola’s Sub-processors,suppliers and channel partners as necessary to provide the products and services unless permitted under this Agreement, authorized by Customer or required by law.In the event a government or supervisory authority demands access to Customer Data,to the extent allowable by law,Motorola will provide Customer with notice of receipt of the demand to provide sufficient time for Customer to seek appropriate relief in the relevant jurisdiction.In all circumstances,Motorola retains the right to comply with applicable law.Motorola will ensure that its personnel are subject to a duty of confidentiality,and will contractually obligate its Sub-processors to a duty of confidentiality,with respect to the handling of Customer Data and any Personal Data contained in Service Use Data. 2.5.Customer ’s Obligations.Customer is solely responsible for its compliance with all Data Protection Laws and establishing and maintaining its own policies and procedures to ensure such compliance.Customer will not use the products and services in a manner that would violate applicable Data Protection Laws.Customer will have sole responsibility for (i)the lawfulness of any transfer of Personal Data to Motorola,(ii)the accuracy,quality,and legality of 3 156 Personal Data provided to Motorola;(iii)the means by which Customer acquired Personal Data, and (iv)the provision of any required notices to,and obtaining any necessary acknowledgements,authorizations or consents from Data Subjects.Customer takes full responsibility to keep the amount of Personal Data provided to Motorola to the minimum necessary for Motorola to perform in accordance with the Agreement. 2.6.Customer Indemnity.To the extent permitted by applicable law,Customer will defend, indemnify,and hold Motorola and its subcontractors,Sub-processors,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 Customer ’s failure to comply with its obligations under this DPA and/or applicable Data Protection Laws.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. 3.Service Use Data.Except to the extent that it is Personal Information,Customer understands and agrees that Motorola may collect and use Service Use Data for its own purposes,provided that such purposes are compliant with applicable Data Protection Laws. Service Use Data may be processed by Motorola at any of its global locations and/or disclosed to Sub-processors. 4.Third-Party Data and Motorola Data.Motorola Data and Third Party Data may be available to Customer through the products and services.Customer and its Authorized Users may use the Motorola Data and Third Party Data as permitted by Motorola and the applicable third-party data provider,as described in the Agreement or applicable addendum.Unless expressly permitted in the Agreement or applicable addendum,Customer will not,and will ensure its Authorized Users will not:(a)use the Motorola Data or Third-Party Data for any purpose other than Customer’s internal business purposes or disclose the data to third parties; (b)“white label”such data or otherwise misrepresent its source or ownership,or resell, distribute,sublicense,or commercially exploit the data in any manner;(c)use such data in violation of applicable laws ;(d)use such data for activities or purposes where reliance upon the data could lead to death,injury,or property damage;(e)remove,obscure,alter,or falsify any marks or proprietary rights notices indicating the source,origin,or ownership of the data;or (f) modify such data or combine it with Customer Data or other data or use the data to build databases.Additional restrictions may be set forth in the Agreement.Any rights granted to Customer or Authorized Users with respect to Motorola Data or Third-Party Data will immediately terminate upon termination or expiration of the applicable addendum,order or the Agreement.Further,Motorola or the applicable Third Party Data provider may suspend,change, or terminate Customer ’s or any Authorized User ’s access to Motorola Data or Third-Party Data if Motorola or such Third Party Data provider believes Customer ’s or the Authorized User’s use of the data violates the Agreement,applicable law or by Motorola’s agreement with the applicable Third Party Data provider.Upon termination of Customer’s rights to use of any Motorola Data or Third-Party Data,Customer and all Authorized Users will immediately discontinue use of such data,delete all copies of such data,and certify such deletion to Motorola.Notwithstanding any provision of the Agreement to the contrary,Motorola has no liability for Third-Party Data or Motorola Data available through the Products and Services.Motorola and its Third Party Data 4 157 providers reserve all rights in and to Motorola Data and Third-Party Data not expressly granted in the Agreement or applicable order.. 5.Motorola as a Controller or Joint Controller.In all instances where Motorola acts as a Controller it will comply with the applicable provisions of the Motorola Privacy Statement at Motorola Privacy Statement as each may be updated from time to time.Motorola holds all Customer Contact Data as a Controller and will Process such Customer Contact Data in accordance with the Motorola Privacy Statement.In instances where Motorola is acting as a Joint Controller with Customer,the Parties will enter into a separate addendum to the Agreement to allocate the respective roles as joint controllers. 6.Sub-processors. 6.1.Use of Sub-processors.Customer agrees that Motorola may engage Sub-processors who in turn may engage Sub-processors to Process Personal Data in accordance with the DPA. A current list of Sub-processors is set forth at Motorola Sub-Processors or Annex III,if Annex III has been completed.When engaging Sub-processors,Motorola will enter into agreements with the Sub-processors to bind them to obligations which are substantially similar or more stringent than those set out in this DPA. 6.2.Changes to Sub-processing.The Customer hereby consents to Motorola engaging Sub-processors to process Customer Data provided that:(i)Motorola will use its reasonable endeavors to provide at least 10 days'prior notice of the addition or removal of any Sub-processor,which may be given by posting details of such addition or removal at Motorola Sub-Processors;(ii)Motorola imposes data protection terms on any Sub-processor it appoints that protect the Customer Data to the same standard provided for by this DPA;and (iii)Motorola remains fully liable for any breach of this clause that is caused by an act,error or omission of its Sub-processor(s).MSI Sub-ProcessorsThe Customer may object to Motorola’s appointment or replacement of a Sub-processor prior to its appointment or replacement,provided such objection is based on reasonable grounds relating to data protection.In such event,Motorola will either appoint or replace the Sub-processor or,if in Motorola’s discretion this is not feasible, the Customer may terminate this Agreement and receive a pro-rata refund of any prepaid service or support fees as full satisfaction of any claim arising out of such termination. 6.3.Data Subject Requests.Motorola will,to the extent legally permitted,promptly notify Customer if it receives a request from a Data Subject,including without limitation requests for access to,correction,amendment,transport or deletion of such Data Subject’s Personal Data and,to the extent applicable,Motorola will provide Customer with commercially reasonable cooperation and assistance in relation to any complaint,notice,or communication from a Data Subject.Customer will respond to and resolve promptly all requests from Data Subjects which Motorola provides to Customer.Customer will be responsible for any reasonable costs arising from Motorola’s provision of such assistance under this Section. 7.Data Transfers Motorola agrees that it will not make transfers of Personal Data under this Agreement from one jurisdiction to another unless such transfers are performed in compliance with this DPA and applicable Data Protection Laws.Motorola agrees to enter into appropriate agreements with its 5 158 affiliates and Sub-processors,which will permit Motorola to transfer Personal Data to its affiliates and Sub-processors.Motorola also agrees to assist the Customer in entering into agreements with its affiliates and Sub-processors if required by applicable Data Protection Laws for necessary transfers. 8.Security.Motorola will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks posed by the Processing of Customer Data which may include Personal Data.The appropriate technical and organizational measures implemented by Motorola are set forth in Annex II. 9.Security Incident Notification.If Motorola becomes aware of a Security Incident,then Motorola will (i)notify Customer of the Security Incident without undue delay,(ii)investigate the Security Incident and apprise Customer of the details of the Security Incident and (iii)take commercially reasonable steps to stop any ongoing loss of Customer Data including Personal Data due to the Security Incident if in the control of Motorola.Notification of a Security Incident will not be construed as an acknowledgement or admission by Motorola of any fault or liability in connection with the Security Incident.Motorola will make reasonable efforts to assist Customer in fulfilling Customer ’s obligations under Data Protection Laws to notify the relevant supervisory authority and Data Subjects about such incident.Notwithstanding the foregoing,If Motorola becomes aware of a Security Incident that involves Customer Data which is Personal Data,Motorola shall provide notice to Customer,law enforcement,applicable regulators and affected individuals if required under applicable laws and regulations. 10.Data Retention and Deletion.Except for anonymized Customer Data,as described above,or as otherwise provided under the Agreement,Motorola deletes all Customer Data ninety (90)days following termination or expiration of the Agreement or the applicable Addendum or Ordering Document unless otherwise required to comply with applicable law.Notwithstanding the foregoing,Motorola will retain the Customer Data for at least thirty (30)days following such termination or expiration to accommodate a request by Customer for the Customer Data.If,within such thirty (30) day period,Customer requests (in writing),Motorola will make Customer Data available to Customer for export or download for a period of thirty (30)days.Motorola has no obligation to retain such Customer Data beyond such thirty (30)day period.Subject to Section 12.3 regarding CJIS Data,Motorola may delete any Service Use Data upon termination or expiration of the Agreement or the applicable Addendum or Ordering Document. 11.Audit Rights 11.1 Periodic Audit.Motorola will allow Customer to perform an audit of reasonable scope and duration of Motorola operations relevant to the Products and Services purchased under the Agreement,at Customer ’s sole expense,for verification of compliance with the technical and organizational measures set forth in Annex II if (i)Motorola notifies Customer of a Security Incident that results in actual compromise to the Products and/or Services purchased;or (ii)if Customer reasonably believes Motorola is not in compliance with its security commitments under this DPA,or (iii)if such audit is legally required by the Data Protection Laws.Any audit will be conducted in accordance with the procedures set forth in Section 11.3 of this DPA and 6 159 may not be conducted more than one time per year.Unless mandated by law or court order,no audits are allowed within a data center for security and compliance reasons.Motorola will,in no circumstances,provide Customer with the ability to audit any portion of its software,products, and services which would be reasonably expected to compromise the confidentiality of any third party’s information or Personal Data. 11.2 Satisfaction of Audit Request.Upon receipt of a written request to audit,and subject to Customer ’s agreement,Motorola may satisfy such audit request by providing Customer with a confidential copy of Motorola’s most recent applicable third party security review performed by a nationally recognized independent third party auditor,such as a SOC2 Type II report or ISO 27001 and 27701 certification,in order that Customer may reasonably verify Motorola’s compliance with industry standard information security and privacy frameworks.. 11.3 Audit Process.Customer will provide at least sixty days (60)days prior written notice to Motorola of a request to conduct the audit described in Section 11.1.All audits will be conducted during normal business hours,at applicable locations or remotely,as designated by Motorola.Audit locations,if not remote will generally be those location(s)where Customer Data is accessed,or Processed,excluding data centers.The audit will not unreasonably interfere with Motorola’s day to day operations.An audit will be conducted at Customer ’s sole cost and expense and subject to the terms of the confidentiality obligations set forth in the Agreement. Before the commencement of any such audit,Motorola and Customer will mutually agree upon the time,and duration of the audit.Motorola will provide reasonable cooperation with the audit, including providing the appointed auditor a right to review,but not copy,Motorola security information or materials provided such auditor has executed an appropriate non-disclosure agreement.Motorola’s policy is to share methodology and executive summary information,not raw data or private information.Customer will,at no charge,provide to Motorola a full copy of all findings of the audit. 12.Regulation Specific Terms 12.1.HIPAA Business Associate.If Customer is a “covered entity”or a “business associate” and includes "protected health information"in Customer Data as those terms are defined in 45 CFR §160.103,execution of the Agreement includes execution of the Motorola HIPAA Business Associate Agreement Addendum (“BAA”).Customer may opt out of the BAA by sending the following information to Motorola in a written notice under the terms of the Customer’s Agreement:“Customer and Motorola agree that no Business Associate Agreement is required. Motorola is not a Business Associate of Customer ’s,and Customer agrees that it will not share or provide access to Protected Health Information to Motorola or Motorola’s sub-processors.” 12.2.FERPA.If Customer is an educational agency or institution to which regulations under the Family Educational Rights and Privacy Act,20 U.S.C. § 1232g (FERPA),apply,Motorola acknowledges that for the purposes of the DPA,Motorola is a “school official”with “legitimate educational interests”in the Customer Data,as those terms have been defined under FERPA and its implementing regulations,and Motorola agrees to abide by the limitations and requirements imposed by 34 CFR 99.33(a)on school officials.Customer understands that Motorola may possess limited or no contact information for Customer ’s students and students’ parents.Consequently,Customer will be responsible for obtaining any parental consent for any end user ’s use of the Online Service that may be required by applicable law and to convey 7 160 notification on behalf of Motorola to students (or,with respect to a student under 18 years of age and not in attendance at a post-secondary institution,to the student’s parent)of any judicial order or lawfully-issued subpoena requiring the disclosure of Customer Data in Motorola’s possession as may be required under applicable law. 12.3.CJIS.Motorola agrees to support the Customer ’s obligation to comply with the Federal Bureau of Investigation Criminal Justice Information Services (CJIS)Security Policy and will comply with the terms of the CJIS Security Addendum for the Term of this Agreement.Customer hereby consents to allow Motorola “screened”personnel as defined by the CJIS Security Policy to serve as an authorized “escort”within the meaning of CJIS Security Policy for escorting unscreened Motorola personnel that require access to unencrypted Criminal Justice Information for purposes of Tier 3 support (e.g.troubleshooting or development resources).In the event Customer requires access to Service Use Data for its compliance with the CJIS Security Policy, Motorola will make such access available following Customer ’s request.Notwithstanding the foregoing,in the event the Agreement or applicable ordering document terminates,Motorola will carry out deletion of Customer Data in compliance with Section 10 herein and may likewise delete Service Use Data within the time frame specified therein.To the extent Customer objects to deletion of its Customer Data or Service Use Data and seeks retention for a longer period,it will provide written notice to Motorola prior to expiration of the 90 day period for data retention to arrange return of the Customer Data and retention of the Service Use Data for a specified longer period of time. 12.4 CCPA /CPRA.If Motorola is Processing Personal Data within the scope of the California Consumer Protection Act (“CCPA”)and/or the California Privacy Rights Act (“CPRA”) (collectively referred to as the “California Privacy Acts”),Customer acknowledges that Motorola is a “Service Provider”within the meaning of California Privacy Acts.Motorola will process Customer Data and Personal Data on behalf of Customer and,not retain,use,or disclose that data for any purpose other than for the purposes set out in this DPA and as permitted under the California Privacy Acts,including under any “sale”exemption.In no event will Motorola sell any such data,nor will M.If a California Privacy Act applies,Personal Data will also include any data identified with the California Privacy Act or Act’s definition of personal data.Motorola shall provide Customer with notice should it determine that it can no longer meet its obligations under the California Privacy Acts,and the parties agree that,if appropriate and reasonable,Customer may take steps necessary to stop and remediate unauthorized use of the impacted Personal Data. 12.5 Data Protection Laws.Motorola will comply with its obligations under the applicable legislation,and shall make available to Customer all information in its possession necessary to demonstrate compliance with obligations in accordance with such legislation. 12.6 Motorola Contact.If Customer believes that Motorola is not adhering to its privacy or security obligations hereunder,Customer will contact the Motorola Data Protection Officer at Motorola Solutions,Inc.,500 W.Monroe,Chicago,IL USA 90661-3618 or at privacy1@motorolasolutions.com. 8 161 ANNEX I DESCRIPTION OF TRANSFER Categories of data subjects whose personal data is transferred Data subjects include the data exporter ’s representatives and end-users including employees, contractors,collaborators,and customers of the data exporter.Data subjects may also include individuals attempting to communicate or transfer personal information to users of the services provided by data importer.Motorola acknowledges that,depending on Customer’s use of the Online Service,Customer may elect to include personal data from any of the following types of data subjects in the Customer Data: ●Employees,contractors,and temporary workers (current,former,prospective)of data exporter; ●Dependents of the above; ●Data exporter's collaborators/contact persons (natural persons)or employees, contractors or temporary workers of legal entity collaborators/contact persons (current, prospective,former); ●Users (e.g.,customers,clients,patients,visitors,etc.)and other data subjects that are users of data exporter's services; ●Partners,stakeholders or individuals who actively collaborate,communicate or otherwise interact with employees of the data exporter and/or use communication tools such as apps and websites provided by the data exporter; ●Stakeholders or individuals who passively interact with data exporter (e.g.,because they are the subject of an investigation,research or mentioned in documents or correspondence from or to the data exporter); ●Minors;or ●Professionals with professional privilege (e.g.,doctors,lawyers,notaries,religious workers,etc.). 9 162 Categories of personal data transferred Customer ’s use of the Products and Services,Customer may elect to include personal data from any of the following categories in the Customer Data: ●Basic personal data (for example place of birth,street name,and house number (address),Agreemental code,city of residence,country of residence,mobile phone number,first name,last name,initials,email address,gender,date of birth),including basic personal data about family members and children; ●Authentication data (for example user name,password or PIN code,security question, audit trail); ●Contact information (for example addresses,email,phone numbers,social media identifiers;emergency contact details); ●Unique identification numbers and signatures (for example Social Security number,bank account number,passport and ID card number,driver's license number and vehicle registration data,IP addresses,employee number,student number,patient number, signature,unique identifier in tracking cookies or similar technology); ●Pseudonymous identifiers; ●Financial and insurance information (for example insurance number,bank account name and number,credit card name and number,invoice number,income,type of assurance, payment behavior,creditworthiness); ●Commercial Information (for example history of purchases,special offers,subscription information,payment history); ●Biometric Information (for example DNA,fingerprints and iris scans); ●Location data (for example,Cell ID,geo-location network data,location by start call/end of the call.Location data derived from use of wifi access points); ●Photos,video,and audio; ●Internet activity (for example browsing history,search history,reading,television viewing, radio listening activities); ●Device identification (for example IMEI-number,SIM card number,MAC address); ●Profiling (for example based on observed criminal or anti-social behavior or pseudonymous profiles based on visited URLs,click streams,browsing logs, IP-addresses,domains,apps installed,or profiles based on marketing preferences); 10 163 ●HR and recruitment data (for example declaration of employment status,recruitment information (such as curriculum vitae,employment history,education history details),job and position data,including worked hours,assessments and salary,work permit details, availability,terms of employment,tax details,payment details,insurance details and location,and organizations); ●Education data (for example education history,current education,grades and results, highest degree achieved,learning disability); ●Citizenship and residency information (for example citizenship,naturalization status, marital status,nationality,immigration status,passport data,details of residency or work permit); ●Information processed for the performance of a task carried out in the public interest or in the exercise of an official authority; ●Special categories of data (for example racial or ethnic origin,political opinions,religious or philosophical beliefs,trade union membership,genetic data,biometric data for the purpose of uniquely identifying a natural person,data concerning health,data concerning a natural person’s sex life or sexual orientation,or data relating to criminal convictions or offenses);or ●Any other personal data identified under applicable law or regulation. Sensitive data transferred To the extent that a solution sold under an Agreement requires the processing of sensitive personal information,it will be restricted to the minimum processing necessary for the solution functionality and be subject to technical security measures appropriate to the nature of the information. The frequency of the transfer Data may be transferred on a continuous basis during the term of the Agreement or other agreement to which this DPA applies. Nature of the processing The nature,scope and purpose of processing personal data is to carry out performance of Motorola’s obligations with respect to provision of the Products and Services purchased under the Agreement and applicable ordering documents.The data importer utilizes a global network of data centers and management/support facilities,and processing may take place in any jurisdiction where data importer or its Sub-processors utilize such facilities. 11 164 Purpose(s)of the data transfer and further processing The nature,scope and purpose of processing personal data is to carry out performance of Motorola’s obligations with respect to provision of the Products and Services purchased under the Agreement and applicable ordering documents.The data importer utilizes a global network of data centers and management/support facilities,and processing may take place in any jurisdiction where data importer or its Sub-processors utilize such facilities The period for which the personal data will be retainedData retention is governed by Section 10 of this Data Processing Addendum For transfers to (sub-)processors,also specify subject matter,nature and duration of the processing Transfers to Sub-processors will only be for carrying out the performance of Motorola’s obligations with respect to provision of the Products and Services purchased under the Agreement and applicable ordering documents.The data importer utilizes a global network of data centers and management/support facilities,and processing may take place in any jurisdiction where data importer or its Sub-processors utilize such facilities.In accordance with the DPA,the data exporter agrees the data importer may hire other companies to provide limited services on data importer ’s behalf,such as providing customer support.Any such Sub-processors will be permitted to obtain Customer Data only to deliver the services the data importer has retained them to provide,and they are prohibited from using Customer Data for any other purpose. 12 165 ANNEX II TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA Measures of pseudonymisation and encryption of personal data Where technically feasible and when not impacting services provided:Motorola Solutions minimizes the data it collects to information it believes is necessary to communicate,provide, and support products and services and information necessary to comply with legal obligations. Motorola Solutions encrypts data in transit and at rest.Motorola Solutions pseudonymizes and limits administrative accounts that have access to reverse pseudonymisation. Measures for ensuring ongoing confidentiality,integrity,availability and resilience of processing systems and services In order to ensure ongoing confidentiality,integrity,availability and resilience of processing systems and services,Motorola Solutions Information Protection policy mandates the institutionalization of information protection throughout solution development and operational lifecycles.Motorola Solutions maintains dedicated security teams for its internal information security and its products and services.Its security practices and policies are integral to its business and mandatory for all Motorola Solutions employees and contractors.The Motorola Chief Information Security Officer maintains responsibility and executive oversight for such policies,including formal governance,revision management,personnel education and compliance.Motorola Solutions generally aligns its information security practices to the NIST Cybersecurity Framework as well as ISO 27001. Measures for ensuring the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident Motorola’s availability and backup strategy is designed to ensure replication and fail-over protections in the event of a physical or technical incident.Personal Data is backed up and maintained using at least industry standard methods Security Incident Procedures.Motorola maintains a global incident response plan to address any physical or technical incident in an expeditious manner.Motorola maintains a record of security breaches with a description of the breach,the time period,the consequences of the breach,the name of the reporter,and to whom the breach was reported,and the procedure for recovering data.For each security breach that is a Security Incident,notification will be made in accordance with the Security Incident Notification section of this DPA. Business Continuity and Disaster Preparedness.Motorola maintains business continuity and disaster preparedness plans for critical functions and systems within Motorola’s control that support the products and services purchased under the Agreement in order to avoid services disruptions and minimize recovery risks. 13 166 Processes for regularly testing,assessing and evaluating the effectiveness of technical and organizational measures in order to ensure the security of the processing Motorola periodically evaluates its processes and systems to ensure continued compliance with obligations imposed by law,regulation or contract with respect to the confidentiality,integrity, availability,and security of Customer Data,including Personal Information.Motorola documents the results of these evaluations and any remediation activities taken in response to such evaluations.Motorola periodically has third party assessments performed against applicable industry standards,such as ISO 27001,27017,27018 and 27701. Measures for user identification and authorisation Identification and Authentication.Motorola uses industry standard practices to identify and authenticate users who attempt to access Motorola information systems.Where authentication mechanisms are based on passwords,Motorola requires that the passwords are at least twelve characters long and are changed regularly.Motorola uses industry standard password protection practices,including practices designed to maintain the confidentiality and integrity of passwords when they are assigned,distributed,and during storage. Access Policy and Administration.Motorola maintains a record of security privileges of individuals having access to Customer Data,including Personal Information.Motorola maintains appropriate processes for requesting,approving and administering accounts and access privileges in connection with the Processing of Customer Data.Only authorized personnel may grant,alter or cancel authorized access to data and resources.Where an individual has access to systems containing Customer Data,the individuals are assigned separate,unique identifiers.Motorola deactivates authentication credentials on a periodic basis. Measures for the protection of data during transmission Data is generally encrypted during transmission within the Motorola managed environments. Encryption in transit is also generally required of any Sub-processors.Further,protection of data in transit is achieved through the access controls,physical and environmental security,and personnel security described throughout this Annex II. Measures for the protection of data during storage Data is generally encrypted during storage within the Motorola managed environments. Encryption in storage is also generally required of any Sub-processors.Further,protection of data in storage is also achieved through the access controls,physical and environmental security,and personnel security described throughout this Annex II. 14 167 Measures for ensuring physical security of locations at which personal data are processed Motorola maintains appropriate physical and environment security controls to prevent unauthorized access to Customer Data,including Personal Information.This includes appropriate physical entry controls to Motorola facilities such as card-controlled entry points, and a staffed reception desk to protect against unauthorized entry.Access to controlled areas within a facility will be limited by job role and subject to authorized approval.Use of an access badge to enter a controlled area will be logged and such logs will be retained in accordance with Motorola policy.Motorola revokes personnel access to Motorola facilities and controlled areas upon separation of employment in accordance with Motorola policies.Motorola policies impose industry standard workstation,device and media controls designed to further protect Customer Data,including personal information. Measures for ensuring personnel security Access to Customer Data.Motorola maintains processes for authorizing and supervising its employees,and contractors with respect to monitoring access to Customer Data.Motorola requires its employees,contractors and agents who have,or may be expected to have,access to Customer Data to treat that data as Motorola Solutions Confidential Restricted information. Security and Privacy Awareness.Motorola ensures that its employees and contractors remain aware of industry standard security and privacy practices,and their responsibilities for protecting Customer Data,which may include Personal Data.This includes,but is not limited to, protection against malicious software,password protection,and management,and use of workstations and computer system accounts.Motorola requires periodic information security training,privacy training,and business ethics training for all employees and contract resources. Sanction Policy.Motorola maintains a sanction policy to address violations of Motorola's internal security requirements as well as those imposed by law,regulation,or contract. Background Checks.Motorola follows its standard mandatory employment verification requirements for all new hires.In accordance with Motorola internal policy,these requirements will be periodically reviewed and include criminal background checks,proof of identity validation and any additional checks as deemed necessary by Motorola. Measures for ensuring events logging Motorola Solutions logs,or enables Customers to log,access and use of products or services that Process Customer Data.Logging of defined system activities,with appropriate event details,is required by Motorola Solutions policy.Such policy also requires integrated audit record review via a Security Information Event Management system and requirements for appropriate audit trail log management. 15 168 Measures for certification/assurance of processes and products Motorola performs internal security evaluations such as Secure Application Reviews and Secure Design Review as well as Production Readiness Reviews prior to product or service release. Where appropriate,privacy assessments are performed for Motorola's products and services.A risk register is created as a result of internal evaluations with assignments tasked to appropriate personnel.Security audits are performed annually with additional audits as needed.Additional privacy assessments,including updated data maps,may occur when material changes are made to the products or services.Further,Motorola Solution has achieved AICPA SOC2 Type 2 reporting and ISO/IEC 27001:2013 certification for the scope as set forth in its applicable certificate found at the Motorola Solutions Trust Center.. Measures for ensuring data minimisation Motorola Solutions policies require processing of all personal information in accordance with applicable law,including when that law requires data minimisation.Further,Motorola Solutions conducts privacy assessments of its products and services and evaluates if those products and services support the principles of processing,such as data minimization. Measures for ensuring data quality Motorola Solutions policies require processing of all personal information in accordance with applicable law,including when that law requires ensuring the quality and accuracy of data. Further,Motorola Solutions conducts privacy assessments of its products and services and evaluates if those products and services support the principles of processing,such as ensuring data quality. Measures for ensuring limited data retention Motorola Solutions maintains a data retention policy that provides a retention schedule outlining storage periods for Personal Data.The schedule is based on business needs and provides sufficient information to identify all records and to implement disposal decisions in line with the schedule.The policy is periodically reviewed and updated. Measures for ensuring accountability To ensure compliance with the principle of accountability,Motorola Solutions maintains a Privacy Program which generally aligns its activities to industry standard frameworks including the Nymity Privacy Management and Accountability Framework,NIST Privacy Framework and ISO 27701.The Privacy Program is audited annually by Motorola Solutions Audit Services. Measures for allowing data portability and ensuring erasure When subject to a data subject request to move,copy or transfer their personal data,Motorola Solutions will provide personal data to the Controller in a structured,commonly used and machine readable format.Where possible and if the Controller requests it,Motorola Solutions can directly transmit the personal information to another organization. 16 169 For transfers toSub-processors If,in the course of providing products and services under the Agreement,Motorola Solutions transfers Customer Data containing Personal Data to Sub-processors,such Sub-processors will be subjected to a security assessment and bound by obligations substantially similar,but at least as stringent,as those included in this DPA. 17 170 ANNEX III SUB-PROCESSORS Motorola Solutions Sub-processors are identified at the Motorola Solutions Sub-processor Site 18 171 G.P.1.33, page 1 GOLDEN VALLEY POLICE DEPARTMENT MANUAL G.P. 1. 33 Automated License Plate Reader (ALPR) Effective date: January 14, 2014 Revised November 2014 August 2015, January 2016 August 2017 I.PURPOSE Automated license plate reader technology (ALPR) may be used to support a wide range of public safety activities including revoked/suspended/canceled driver interdiction, stolen vehicle recovery, enforcement of traffic regulations, apprehension of individuals subject to an outstanding warrant, locate missing and endangered persons, and criminal and terrorist investigations/interdiction. ALPR devices enable police officers to recognize and take immediate action against vehicles and persons who are subject to investigative detention or arrest. The data collected by ALPRs can also provide investigative leads to identify known vehicles, to gather data about known suspect vehicles, and to locate potential suspects, witnesses, or victims in the vicinity of a crime. The purpose of this policy is to provide guidance for the collection, storage, and use of data obtained using ALPR technology. II.POLICY The policy of the Golden Valley Police Department is to utilize ALPR technology to capture and store digital license plate data and images while recognizing the established privacy rights of the public. Any use of an ALPR system by the Golden Valley Police Department shall comply with MSS § 13.824 and any other applicable statutes. III.DEFINITIONS Automated License Plate Reader (ALPR) Per MSS § 13.824, Automated License Plate Reader means an electronic device mounted on a law enforcement vehicle or positioned in a stationary location that is capable of recording data on, or taking a photograph of, a vehicle or its license plate and comparing the collected data and photographs to existing law enforcement databases for investigative purposes. Automated license plate reader includes a device that is owned or operated by a person who is not a government entity to the extent that data collected by the reader are shared with a law enforcement agency. 172 G.P. 1.33 page 2 Be on the Lookout (BOLO) A determination by a law enforcement agency that there is a legitimate and specific law enforcement reason related to an active criminal investigation to identify or locate a vehicle. Manual Hot List A compilation of license plates or partial license plates for which a BOLO situation exists, and that information is programmed by a user into the ALPR system so that an officer will receive an alert if the ALPR reads a license plate that matches a license plate included on the list. Manual Hot Plate Entry A determination by a law enforcement agency that there is a legitimate and specific law enforcement reason related to an active criminal investigation to identify or locate a vehicle. Stored Data All information captured by an ALPR and stored in the device’s memory or in a separate storage device or system. This includes the recorded image of a license plate which has been read, optical character recognition data, a contextual photo of the vehicle, GPS data, ALPR device data, timestamp, and hotlist information. This term refers to both Alert data and non-Alert data. Alert Data Information captured by an ALPR relating to a license plate that matches the license plate on a BOLO or Hotlist. Minnesota License Plate Data File A data file provided by the Minnesota Department of Public Safety, Bureau of Criminal Apprehension that contains FBI and Minnesota license plate related Hot File data on stolen and felony vehicles, wanted persons, and attempts to locate. The FBI Hot File records represent all 50 states, the District of Columbia, certain United States Territories, and Canada. The file also contains license plate related data on Minnesota Driver and vehicle Services registered vehicles where an operator’s license was withdrawn (suspended, canceled, disqualified, or revoked). This file contains no live data. 173 G.P.1.33 page 3 Read The process by which the ALPR focuses on, photographs, and converts a picture of a license plate to digital text that comes within a range of the ALPR that then may be compared against the Minnesota License Plate Data File or Manual Hot List. Designated Supervisor A superior officer assigned to oversee and administer, or assist in overseeing and administering, the use of the ALPR devices and/or stored ALPR data. There may be more than one designated supervisor. The Police Chief will assign the Designated Supervisor(s). Historical ALPR Data The process of accessing and reviewing stored ALPR data to gather information about known vehicles, to identify unknown vehicles and/or to identify vehicles in the area of a crime scene. IV.PROCEDURE A.Operations Use of an ALPR is restricted to the purposes outlined below. Department members shall not use, or allow others to use, the equipment or database records for any unauthorized purpose. 1. An ALPR shall only be used for official law enforcement business. 2. An ALPR may be used in conjunction with any routine patrol operation or criminal investigation. Reasonable suspicion or probable cause is not necessary before using the ALPR. 3.While an ALPR may be used to canvass license plates around any crime scene, consideration should be given to using ALPR-equipped cars to canvass around homicides, shootings, and other major incidents. 4. No member of this department shall operate ALPR equipment or access ALPR data without first completing department-approved training. 5.No ALPR operator may access confidential department, state, or federal data unless authorized to do so. 174 6.When an officer receives an alert on the ALPR, the system will notify the officer visually and/or audibly to a match. The officer shall then verify the information is current, by running the information through the real-time Criminal Justice Information Services data system prior to acting. 7. Any problems with the ALPR system should be immediately reported to the ALPR administrator or a supervisor. B.BOLO/Hotlists Content and Use 1.A license plate number or partial license plate number shall only be included in a Coon Rapids Police Department generated BOLO list when there is a legitimate and specific law enforcement reason to identify or locate that vehicle or any person reasonably believed to be associated with that vehicle. 2.BOLO/hotlists may be downloaded in batch from other databases including but not limited to those provided by the MN Department of Public Safety. 3.License plate information from BOLO/hotlists shall be added/removed as frequently as practicable. 4.A license plate number or partial license plate number shall only be entered in the Coon Rapids Police Department Manual Hot List when there is legitimate and specific law enforcement reason related to an active criminal investigation to identify or locate that vehicle or any person reasonably associated with that vehicle. 5.If an Officer receives an alert based on a Manual Hot List entry, they must follow Procedure Section V (6) and confirm that current legal justification exists to act on the alert. 6.A Manual Hot List entry may not be used as a substitute for an entry into any other databases such as Minnesota of FBI Hot Files, Nation Crime Information Center (NCIC), or Keeping Our Police Safe (KOPS) files, if appropriate. C.Restrictions, Notifications, and Audits 1.The Golden Valley Police Department will observe the following guidelines regarding ALPR use (Minnesota Statute § 13.824): a.Data collected by an ALPR will be limited to: 1)License plate numbers G.P. 1.33 page 4 175 2) Date, time, and location of data captured 3) Pictures of license plates, vehicles, and areas surrounding the vehicle captured b.ALPR data may only be matched with the Minnesota license plate data file, unless additional sources are needed for an active criminal investigation. c.ALPRs shall not be used to monitor or track an individual unless done so under a search warrant or because of exigent circumstances. d. The Minnesota Bureau of Criminal Apprehension shall be notified within ten (10) days of any installation or use and of any fixed location of an ALPR. 2.Log of Use Required a.A public log of the use of an ALPR shall be maintained by the Coon Rapids Police Department, which contains: 1)Specific times of day that the reader actively collected data 2)The aggregate number of vehicles or license plates on which data are collected for each period of active use and a list of all state and federal databases with which the data were compared, unless the existence of the database itself is not public 3)For each period of active use, the number of vehicles or license plates in each of the following categories where the data identify a vehicle or license plate that: i.Has been stolen ii.Alerts to a warrant for the arrest of the owner of the vehicle iii.Alerts to an owner with a suspended or revoked driver's license or similar category iv.Contains active investigative data 4)For a reader at a stationary or fixed location, the location at which the reader actively collected data and is installed and used. G.P. 1.33 page 5 176 G.P. 1.33 page 6 5)A list of the current and previous locations, including dates at those locations, of any fixed stationary ALPRs or other surveillance devices with ALPR capability used by the Golden Valley Police Department 6)The list must be accessible to the public, unless the data is security information as defined by MSS § 13.37, Subd. 2. 3. Biennial Audit a.An independent biennial audit of ALPR data shall be conducted to ensure: 1)Whether data currently in the records are classified 2)How the data are used 3) Whether the data are destroyed as required by MSS § 13.824 Subd. 3 4)Compliance with authorization to access requirements specified by MSS § 13.824 Subd. 7 b. The results of the audit are public c.A report summarizing the results of each audit shall be provided to the commissioner of administration, to the chairs and ranking minority members of the committees of the house of representatives and the senate with jurisdiction over data practices and public safety issues, and to the Legislative Commission on Data Practices and Personal Data Privacy no later than 30 days following completion of the audit. V. DATA COLLECTION AND RETENTION A.The Designated Supervisor is responsible for ensuring systems and processes are in place for the proper collection and retention of ALPR data. All ALPR Stored Data shall be kept in a secure data storage system with access restricted to authorized persons. B.The Department’s ALPR data record keeping system shall document the date, time, authorized user, requester, and the reason code for historical searches used to gather information about known vehicles. C.ALPR data shall be retained in accordance with State of Minnesota data retention schedules, after which, the data shall be purged from the data storage system. ALPR 177 G.P. 1.33 page 7 data not associated with an active criminal investigation shall be destroyed no later than 30 days from the date of collection. VI.ACCESS AND USE OF STORED ALPR DATA A.Only users authorized by the Police Chief or their designee may access stored ALPR data. B.An authorized user may access stored ALPR data in a historical query only as part of an active investigation or for another legitimate law enforcement business purpose. C.Once ALPR Stored Data has been identified as of evidentiary value, the ALPR data shall be copied to an investigative file. VII.RELEASING ALPR DATA The ALPR data may be shared with other law enforcement or prosecutorial authorities for official law enforcement purposes or as otherwise permitted by law, using the following procedures in accordance with Minnesota Statute § 13.824: A.The agency makes a written request for the ALPR data that includes: 1.The name of the agency 2.The name of the person making the request 3.The intended purpose of obtaining the information 4.A record of the factual basis for the access and any associated case number, complaint, or incident that is the basis for the access B.The request shall be reviewed by the Assistant Chief of Patrol, or another person authorized by the Police Chief or their designee 1.A release must, at a minimum, be on a reasonable suspicion that the data is pertinent to an active criminal investigation C.The approved request shall be retained on file 178 EXECUTIVE SUMMARY Administrative Services 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting April 1, 2025 Agenda Item 3E.4. Approve Audiovisual Service and Support Contract with FinePoint Technology Prepared By John Peterson, IT Manager Summary The City of Golden Valley requires ongoing audiovisual (AV) system support to maintain functionality in critical spaces, including the Council Chambers, conference rooms, and training facilities. FinePoint Technology has submitted a proposal for a comprehensive service agreement covering remote monitoring, on-site support, software updates, minor programming adjustments, and preventative maintenance. The contract includes four scheduled maintenance visits per year, 24/7 system monitoring, and prioritized issue resolution to minimize downtime and ensure efficient city operations. Financial or Budget Considerations The annual cost for the proposed AV service agreement is $39,000, billed at a monthly rate of $3,250. This expenditure will be allocated within the IT department’s budget for operational support. The annual rate of $39,000.00 shall be subject to review and adjustment on an annual basis. The agreement also includes a yearly master planning session to optimize long-term AV investments and budget forecasting. Additional services, such as after-hours support or system redesign, are available on a time-and-materials basis at pre-negotiated rates. Legal Considerations Staff solicited proposals by cold calling multiple vendors around the state. All items have gone through legal review. Equity Considerations Maintaining reliable AV systems ensures that public meetings, training sessions, and city communications are accessible and effective for all community members. The contract includes provisions for remote monitoring and timely repairs, reducing service disruptions and ensuring that city facilities remain fully functional and inclusive for residents, staff, and other patrons. Recommended Action Motion to approve a one-year service contract with FinePoint Technology for audiovisual system support at City Hall, Public Safety, and Brookview, with an amount not to exceed $39,000. 179 Supporting Documents FinePoint Professional Services Agreement Exhibit A - FinePoint letter and proposal 180 PROFESSIONAL SERVICES AGREEMENT FOR FinePoint Technology LLC THIS AGREEMENT is made this April 1, 2025 (“Effective Date”) by and between FinePoint Technology LLC a Minnesota limited liability company with its principal office located at 416 Gateway Blvd, Burnsville, MN 55337 (“Contractor”), and the City of Golden Valley, Minnesota , a Minnesota municipal corporation located at 7800 Golden Valley Road, Golden Valley, MN 55427 (the “City”): RECITALS A. Contractor is engaged in the bus iness of providing technology consulting services . B. The City desires to hire Contractor to provide audiovisual service and support. C. Contractor represents that it has the professional expertise and capabilities to provide the City with the requested services. D. The City desires to engage Contractor to provide the services described in this Agreement and Contractor is willing to provide such services on the terms and conditions in this Agreement. NOW, THEREFORE, in consideration of the terms and conditions expressed in this Agreement, the City and Contractor agree as follows: AGREEMENT 1. Services. Contractor agrees to provide the City with the services as described in the attached Exhibit A (the “Services”). Exhibit A shall be incorporated into this Agreement by reference. All Services shall be provided in a manner consistent with the level of care and skill ordinarily exercised by professionals currently providing similar services. 2. Time for Completion. The Services shall be completed on or before April 1, 2026, provided that the parties may extend the stated deadlines upon mutual written agreement. This Agreement shall remain in force and effect commencing from the Effective Date and continuing until the completion of the project , unless terminated by the City or amended pursuant to the Agreement. 3. Consideration. The City shall pay Contractor for the Services according to the terms on the attached Exhibit A. The consideration shall be for both the Services performed by Contractor and any expenses incurred by Contractor in performing the Services . Contractor shall submit statements to the City upon completion of the Services . The City shall pay Contractor within thirty-five (35) days after Contractor’s statements are submitted. 4. Annual Rate Adjustment: The annual rate of $39,000.00 shall be subject to review and adjustment on an annual basis. The Contractor and the City shall meet no later than 60 days before the end of each contract year to negotiate and agree upon any rate adjustments for the upcoming year. Any agreed-upon adjustments shall be documented in an amendment to this Agreement signed by both part ies. 181 5. Termination. Notwithstanding any other provision herein to the contrary, this Agreement may be terminated as follows: a. The parties, by mutual written agreement, may terminate this Agreement at any time; b. Contractor may terminate this Agreement in the event of a breach of the Agreement by the City upon providing thirty (30) days’ written notice to the City; c. The City may terminate this Agreement at any time at its option, for any reason or no reason at all; or d. The City may terminate this Agreement immediately upon Contractor’s failure to have in force any insurance required by this Agreement. In the event of a termination, the City shall pay Contractor for Services performed to the date of termination and for all costs or other expenses incurred prior to the date of termination. 5. Amendments. No amendments may be made to this Agreement except in a writing signed by both parties. 6. Remedies. In the event of a termination of this Agreement by the City because of a breach by Contractor, the City may complete the Services either by itself or by contract with other persons or entities, or any combination thereof. These remedies provided to the City for breach of this Agreement by Contractor shall not be exclusive. The City shall be entitled to exercise any one or more other legal or equitable remedies available because of Contractor’s breach. 7. Records/Inspection. Pursuant t o Minnesota Statutes § 16C.05, s ubd. 5, Contractor agrees that the books, records, documents, and accounting procedures and practices of Contractor , that are relevant to the contract or transaction, are subject to examination by the City and the state auditor or legislative auditor for a minimum of six years. Contractor shall maintain such records for a minimum of six years after final payment. The parties agree that this obligation will survive the completion or termination of this Agreement. 8. Indemnification. To the fullest extent permitted by law, Contractor , and Contractor’s successors or assigns, agree to protect, defend, indemnify, save, and hold harmless the City, its officers, officials, agents, volunteers, and employees from any and all claims; lawsuits; causes of actions of any kind, nature, or character; damages; losses; or costs, disbursements, and expenses of defending the same, including but not limited to attorneys’ fees, professional services, and other technical, administrative or professional assistance resulting from or arising out of Contractor’s (or its subcontractors, agents, volunteers, members, invitees, representatives, or employees) performance of the duties required by or arising from this Agreement, or caused in whole or in part by any negligent act or omission or willful misconduct by Contractor , or arising out of Contractor’s failure to obtain or maintain the insurance required by this Agreement. Nothing in this Agreement shall constitute a waiver or limitation of any immunity or limitation of liability to which the City is entitled. The parties agree that these indemnification obligations shall survive the completion or termination of this Agreement. 9. Insurance. Contractor shall maintain reasonable insurance coverage throughout this Agreement. Contractor agrees that before any work related to the approved project can be performed, Contractor shall maintain at a minimum: Worker’s Compensation Insurance as r equired by Minnesota Statutes, s ection 176.181; Business Auto Liability in an amount not less than $1,000,000.00 per occurrence; Professional Liability in an amount not less than $1,000,000.00 per occurrence; and Commercial General Liability in an amount of not less than $1,000,000.00 per occurrence for bodily injury or death arising out of each occurrenc e, and $1,000,000.00 per occurrence for property damage, $2,000,000.00 aggregate. To meet the Commercial General Liability and Business Auto Liability requirements, Contractor may use a combination of Excess and Umbrella coverage. Contractor shall provide the City with a current certificate of insurance inc luding the following language: “The City of Golden Valley is named as an additional insured with respect to the commercial general liability, business automobile liability and 182 umbrella or excess liability, as required by the contract. The umbrella or excess liability policy follows form on all underlying coverages.” Such certificate of liability insurance shall list the City as an additional insured and contain a statement that such policies of insurance shall not be canceled or amended unless 30 days ’ written notice is provided to the City, or 10 days ’ written notice in the case of non-payment. 10. Subcontracting. Neither the City nor Contractor shall assign, or transfer any rights under or interest (including, but without limitation, moneys that may become due or moneys that are due) in the Agreement without the written consent of the other except to the extent that the effect of this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent Contractor from employing such independent Contractor s, associates, and subcontractors, as it may deem appropriate to assist it in the performance of the Services required by this Agreement. Any instrument in violation of this provision is null and void. 11. Assignment. Neither the City nor Contractor shall assign this Agreement or any rights under or interest in this Agreement, in whole or in part, without the other party’s prior written consent. Any assignment in violation of this provision is null and void. 12. Independent Contractor. Contractor is an independent contractor. Contractor ’s duties shall be performed with the understanding that Contractor has special expertise as to the services which Contractor is to perform and is customarily engaged in the independent performance of the same or similar s ervices for others. Contractor shall provide or contract for a ll required equipment and personnel. Contractor shall control t he manner in which the services are performed; however, the nature of the Services and the results to be achieved shall be specified by the City. The parties agree that this is not a joint venture and the parties are not co-partners. Contractor is not an employee or agent of the City and has no authority to make any binding commitments or obligations on behalf of the City except to the extent express ly provided in this Agreement. All services provided by Contractor pursuant to this Agreement shall be provided by Contractor as an independent contractor and not as an employee of the City for any purpose, including but not limit ed to: income tax withholding, workers' compensation, unemployment compensation, FICA taxes, liability for torts and eligibility for employee benefits. 13. Compliance with Laws. Contractor shall exercise due professional care to comply with applicable federal, state and local laws, rules, ordinances and regulations in effect as of the date Contractor agrees to provide the Services. Contractor’s guests, invitees, members, officers, officials, agents, employees, volunteers, representatives, and subcontractors shall abide by the City's policies prohibiting sexual harassment and tobacco, drug, and alcohol use as defined in the City’s Respectful Work Place Policy, and Tobacco, Drug, and Alcohol Policy, as well as all other reasonable work rules, safety rules, or policies, and procedures regulating the conduct of persons on City property, at all times while performing duties pursuant to this Agreement. Contractor agrees and understands that a violation of any of these policies, procedures, or rules constitutes a breach of the Agreement and sufficient grounds for immediate termination of the Agreement by the City. 14. Entire Agreement. This Agreement, any atta ched exhibits, and any addenda signed by the parties shall constitute the entire agreement between the City and Contractor, and supersedes any other written or oral agreements between the City and Contractor . This Agreement may only be modified in a writing signed by the City and Contractor . If there is any conflict between the terms of this Agreement and the referenced or attached items, the terms of this Agreement shall prevail. 15. Third Party Rights. The parties to this Agreement do not intend to confer any rights under this Agreement on any third party. 183 16. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Hennepin County, Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 17. Conflict of Interest. Contractor shall use reasonable care to avoid conflicts of interest and appearances of impropriety in representation of the City. In the event of a conflict of interest, Contractor shall advise the City and, either secure a waiver of the conflict, or advise the City that it will be unable to provide the requested Services. 18. IP License . Consultant hereby grants to the City a perpetual, royalty free, non-cancelable and irrevocable right and license to use, maintain, repair, install/reinstall, and modify the software programs or other deliverables created and provided by the Contractor under this agreement. This license may not be transferred or sold without the written consent of the Contractor. 19. Work Products and Ownership of Documents. All records, information, materials, and work produc t, including, but not limited to the completed reports, data collected from or created by the City or the City’s employees or agents, raw market data, survey data, market analysis data, and any other data, work product, or reports prepared or developed in connection with the provision of the Services pursuant to this Agreement shall become the property of the City, but Contractor may retain reproductions of such re cords, information, materials and work product . Regardless of when such information was provided or created, Contractor agrees that it will not disclose for any purpose any information Contractor has obtained arising out of or related to this Agreement, except as authorized by the City or as required by law. Notwithstanding the foregoing, nothing in this Agreement shall grant or transfer any rights, title or interests in any intellectual property created by Contractor prior to the effective date of this Agreement; however, to the extent Contractor generates reports or recommendations for the City using proprietary processes or formula s, Contractor shall provide the City (1) factual support for such reports and recommendations ; (2) a detailed explanation of the method used and data relied upon to arrive at the recommendation; and (3) a detailed explanation of the rationale behind the methodology used. All of the obligations in this paragraph shall survive the completion or termination of this Agreement. 20. Agreement Not Exclusive. The City retains the right to hire other professional Contractor service providers for this or other matters, in the City’s sole discretion. 21. Data Practices Act Compliance. Any and all data provided to Contractor , received from Contractor , created, collected, received, stored, used, maintained, or disseminated by Contractor pursuant to this Agreement shall be administered in accordance with, and is subject to the requirements of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. Contractor agrees to notify the City within three business days if it receives a data request from a third party. This paragraph does not create a duty on the part of Contractor to provide access to public data to the public if the public data are available from the City, except as required by the terms of this Agreement. These obligations shall survive the termination or completion of this Agreement. 22. Confidentiality. Consultant understands that the City has access to, develops, and uses private, confidential, nonpublic, and protected nonpublic information, as those terms are defined by the MGDPA, in connection with its business (collectively, “Confidential Information”). The City has instituted policies and procedures to protect and safeguard this Confidential Information. While working for the City under this Agreement, Consultant may come into contact with Confidential Information. Consultant understa nds that the protection of Confidential Information is required by law and is a requirement of their relationship with the City. Accordingly, Consultant agrees as follows: 184 22.1 During the term of this Agreement and after the termination of Consultant’s relationship with the City: (a) Consultant will keep secret all Confidential Information and will not directly or indirectly disclose it to anyone outside the City; (b) Consultant will not make use of any Confidential Information for their own purposes or for the benefit of anyone other than the City; and (c) upon termination of Consultant’s relationship with the City, Consultant will promptly deliver to the City all memoranda, notes, records, and other documents (and all copies thereof) constituting or relating to Confidential Information. 22.2 If Consultant breaches or threatens to breach any provisions of paragraph 19.1, the City has the right to enforce this Agreement in any court having jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Minnesota. 22.3 This Agreement is not intended to prevent Consultant from working for any employer subsequent to the termination of their relationship with the City, as long as Consultant does not use or disclose Confidential Information. 23. No Discrimination. Contractor agrees not to discriminate in providing products and services under this Agreement on the basis of race, color, sex, creed, national origin, disability, age, sexual orientation, gender, gender identity, gender expression, status with regard to public assistance, or religion. Violation of any part of this provision may lead to immediate termination of this Agreement. Contractor agrees to comply with the Americans with Disabilities Act as amended (“ADA”), s ection 504 of the Rehabilitation Act of 1973, and the Minnesota Human Rights Act, Minnesota Statutes, Chapter 363A. Contractor agrees to hold harmless and indemnify the City from costs, including but not limited to damages, attorneys ’ fees and staff time, in any action or proceeding brought alleging a violation of these laws by Contractor or its guests, invitees, members, officers, officials, agents, employees, volunteers, representatives and subcontractors. Upon request, Contractor shall provide accommodation to allow individuals with disabilities to participate in all Services under this Agreement. Contractor agrees to utilize its own auxiliary aid or service in order to comply with ADA requirements for effective communication with individuals with disabilities . 24. Authorized Agents. The City’s authorized agent for purposes of administration of this contract is John Peterson, the Information Technology Manager of the City, or designee. Contractor ’s authorized agent for purposes of administration of this contract is David Soukup, or designee who shall perform or supervise the performance of all Services. 25. Notices. Any notices permitted or required by this Agreement shall be deemed given when personally delivered or upon deposit in the United States mail, postage fully prepaid, certified, return receipt requested, addressed to: C ONTRACTOR THE CITY David Soukup FinePoint Technology LLC 416 Gateway Blvd. Burnsville, MN 55337 David.soukup@finepoint.tech John Peterson City of Golden Valley 7800 Golden Valley Road Golden Valley, MN 55427 jpeterson@goldenvalleymn.gov or such other contact information as either party may provide to the other by notice given in accordance with this provision. 26. Waiver . No waiver of any provision or of any breach of this Agreement shall constitute a waiver of any other provisions or any other or further breach, and no such waiver shall be effective unless made in writing and signed by an authorized representative of the party to be charged with such a waiver. 185 27. Headings. The headings contained in this Agreement have been inserted for convenience of reference only and shall in no way define, limit or affect the scope and intent of this Agreement. 28. Payment of Subcontractors. Contractor agrees that it must pa y any subcontractor within 10 days of the prime contractor’s receipt of payment from the City for undisputed Services provided by the subcontractor. Contractor agrees that it must pay interest of 1-1/2 percent per month or any part of a month to the subcontractor on any undisputed amount not paid on time to the subcontractor. The minimum monthly interest penalty payment for an unpaid balance of $100 or more is $10. For an unpaid balance of less tha n $100, the prime contractor shall pay the actual penalty due to the subcontractor. A subcontractor who prevails in a civil action to collect interest penalties from a prime contractor must be awarded its costs and disbursements, including attorneys ’ fees, incurred in bringing the action. 29. Publicity . At the City’s request, the City and Contractor shall develop language to use when discussing the Services. Contractor agrees that Contractor shall not release any publicity regarding the Services or the subject matter of this Agreement without prior consent from the City. Contractor shall not use the City’s logo or state that the City endorses its services without the City’s advanced written approval. 30. Severability . In the event that any provision of this Agreement shall be illegal or otherwise unenforceable, such provision shall be severed, and the balance of the Agreement shall continue in full force and effect. 31. Signatory. Each person executing this Agreement (“Signatory”) represents and warrants that they are duly authorized to sign on behalf of their respective organization. In the event Contractor did not authorize the Signatory to sign on its behalf, the Signatory agrees to assume responsibility for the duties and liability of Contractor , described in this Agreement, personally. 32. Counterparts and Electronic Signatures . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Agreement may be transmitted by electronic mail in portable document format (“pdf”) and signatures appearing on electronic mail instruments shall be treated as original signatures. 33. Recitals. The City and Contractor agree that the Recitals are true and correct and are fully incorporated into this Agreement. [Remainder of page left blank intentionally. Signature page follows.] 186 IN WITNESS WHEREOF, the City and Contractor have caused this Professional Services Agreement to be executed by their duly authorized representatives in duplicate on the respective dates indicated below. FINEPOINT TECHNOLOGY LLC : C ITY OF GOLDEN VALLEY: By: _________________________________ David Soukup, President By: _________________________________ Roslyn Harmon, Mayor By: _________________________________ Noah Schuchman, City Manager 187 188 189 190 191 192 193 EXECUTIVE SUMMARY Legal 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting April 1, 2025 Agenda Item 3F.1. Adopt Resolution No. 25-023 Accepting a Donation from OPG-3 of One Registration Pass to the 2025 Laserfiche Empower Conference Prepared By Melissa Croft, Deputy City Clerk (Records) Summary The City of Golden Valley's ongoing commitment to greater transparency is aided greatly by use of the Laserfiche platform. Attending the Laserfiche Empower Conference will give staff the expertise needed to most effectively utilize the platform, allowing for increased access to City data by members of the public. Additionally, the ability to fully leverage Laserfiche's capabilities will help ensure the City remains in compliance with the Minnesota Government Data Practices Act by increasing organization and allowing staff greater efficiency in accessing City records. Financial or Budget Considerations There is no budget impact. The remaining costs required to attend this conference are included in the 2025 budget. Legal Considerations This item was prepared in accordance with the City's Gift and Donation Policy. Equity Considerations The City of Golden Valley utilizes Laserfiche as a primary method of storing permanent records and sharing City data with members of the public. Effectively leveraging tools such as Laserfiche is vital to furthering the City's goal of greater transparency through increased public access to information, which aligns with the City's Equity Plan and serves to strengthen the community's trust in government. Recommended Action Motion to adopt Resolution No. 25-023 to accept a donation from OPG-3 of one registration pass to the 2025 Laserfiche Empower Conference. Supporting Documents Resolution No. 25-023 - Accepting Donation from OPG-3 194 RESOLUTION NO. 25-023 RESOLUTION ACCEPTING A DONATION FROM OPG-3 OF ONE REGISTRATION PASS TO THE 2025 LASERFICHE EMPOWER CONFERENCE WHEREAS,the City Council adopted Resolution No. 04-20 on March 16, 2004, which established a policy for the receipt of gifts; and WHEREAS,the Resolution states that a gift of real or personal property must be accepted by the City Council by resolution and be approved by a two-thirds majority of the Council. A cash donation must be acknowledged and accepted by motion with a simple majority. NOW, THEREFORE, BE IT RESOLVED that the City Council for the City of Golden Valley: 1. Accepts a donation from OPG-3 of one registration pass valued at $1599 for staff to attend the Laserfiche Empower Conference taking place April 14-17, 2025. 2. Extends their heartfelt gratitude to OPG-3, the City’s Laserfiche partner, who generously donated their resources to ensure that staff are able to create and maintain programs that help provide transparency in local government. Adopted by the City Council of Golden Valley, Minnesota this 1st day of April, 2025. _____________________________ Roslyn Harmon, Mayor ATTEST: _____________________________ Theresa Schyma, City Clerk 195 EXECUTIVE SUMMARY Community Development 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting April 1, 2025 Agenda Item 3G. Adopt Resolution No. 25-024 Approving Variance at 6601 Plymouth Avenue Prepared By Jacquelyn Kramer, Senior Planner Summary Paul Patton and Barbara Pierson, the home owners at 6601 Plymouth Avenue North, requested a variance to reduce the structure setback from the ordinary high water mark for General Development Waters (Haha Wakpadan/Bassett Creek) in order to expand an existing deck into a three-season porch. The variance would allow the new three-season porch to encroach four feet into the shoreland setback. The Board of Zoning Appeals held a public hearing on the application on February 25, 2025. Three neighbors testified in favor of the variance. Staff recommended denial of the variance and the Board voted 2-1 to deny the variance. After the February 25 meeting, the applicant submitted a written request to appeal the Board's decision to City Council. City Council discussed the appeal at the March 18, 2025, meeting. At the meeting, the City Council determined that the criteria for variance approval had been met by the application, based on the following findings: 1. The property is currently a single-family residence. The proposed three-season porch in the rear yard is a reasonable use for this type of property. 2. The recent revisions to the shoreland overlay area, along with the location of the existing house and deck, constructed before the current shoreland overlay border, constitutes a unique circumstance on the property. If the shoreland overlay border had not changed after the house and deck were constructed, or if the house and deck were constructed to comply with the current setback line, the proposed three season porch would meet shoreland setback requirements. 3. The variance, if granted, would not alter the essential character of the locality because the addition of a covered porch in the place of the existing second story deck does not significantly change the visual character nor the function of the creek. 4. The practical difficulties in the applicant’s request are not solely due to economic considerations. 5. The variance will not permit a use not allowed in the zoning district where the property is located. 196 6. The variance is in line with the purpose of the R-1 district, which is “to provide for detached single-family dwelling units at a low density along with directly related and complementary uses.” City Council passed a unanimous motion to approve the variance contingent upon staff preparing written findings based on the City Council's positions and with conditions to be considered at the April 1, 2025 City Council meeting. Staff recommended the following conditions on the variance: 1. Remove impervious surfaces that drain toward the stream in an amount equal to or greater than the amount being added by the project requiring a variance. Documentation indicating square footage of removals shall be submitted to the City’s Engineering and Environment Division within 60 days of project construction. 2. Re-establish and expand the shoreline buffer along the stream. City code and BCWMC policy require a minimum buffer width of 10 feet from the OHWL toward the house and extending down to the water’s edge. If the existing buffer does not meet these requirements, the buffer must be re-established and expanded to widths greater than 10 feet to mitigate the impacts of the variance. 3. Plant three climate-resilient, native trees and/or shrubs to help visually screen the porch as viewed from the stream and to manage stormwater runoff from impervious surfaces within 120 days of building permit issuance. The landscaping shall be approved by the City’s Engineering and Environment Division prior to planting. 4. Construct and plant a rain garden to capture and filter stormwater runoff from the new and existing impervious surfaces, in a manner acceptable to the City Engineer or their designee. Legal Considerations This action complies with all requirements of City Code and State law. Equity Considerations The applicant’s request was part of a public hearing at the February 25, 2025, Board of Zoning Appeals meeting which provided in person and remote options for residents to participate in the process consistent with Equity Pillar 2 for Inclusive and Effective Community Engagement. Recommended Action Motion to adopt Resolution No. 25-024 approving variance at 6601 Plymouth Avenue with conditions of approval in said resolution. Supporting Documents Resolution No. 25-024 approving variance at 6601 Plymouth Avenue 197 RESOLUTION NO. 25-024 A RESOLUTION APPROVING VARIANCE AT 6601 PLYMOUTH AVENUE WHEREAS,the ordinance from which Golden Valley City Code Section 113-149 - Shoreland Management is derived is adopted pursuant to the authorization contained in the Laws of Minnesota 1973, Chapter 379, and in furtherance of the policies declared in Minn. Stats. chs. 103G, 115, 116 and 462; and WHEREAS,the State Legislature has delegated responsibility to the municipalities of the State to regulate the subdivision, use and development of the shorelands of public waters and for purposes of preserving and enhancing the quality of surface waters, preserving the economic and natural environmental values of shorelands, and providing for the wise utilization of waters and related land resources; and WHEREAS,Paul Patton and Barbara Pierson, the homeowners at 6601 Plymouth Avenue North, request a variance to reduce the structure setback from the ordinary high water mark for General Development Waters (Bassett Creek) in order to expand an existing deck into a three-season porch; and WHEREAS, the proposed variance is situated upon lands in Hennepin County, Minnesota, legally described in “Exhibit A”; and WHEREAS, on February 25, 2025, the Golden Valley Board of Zoning Appeals held a public hearing on the application; and WHEREAS, at the February 25 meeting the Board of Zoning Appeals voted 2-1 to deny the variance request; and WHEREAS, within 30 days of the final order of the Board of Zoning Appeals, the applicant has filed a written appeal with the designated staff liaison, thereby appealing the decision of the Board of Zoning Appeals to the City Council; and WHEREAS, based on the testimony, evidence presented, and files and records, the City Council determined that the requested variance meets the requirements of City Code Section 113-27(c) necessary to be met for the City Council to grant variances, and makes the following findings: 1. The property is currently a single-family residence. The proposed three-season porch in the rear yard is a reasonable use for this type of property. 2. The recent revisions to the shoreland overlay area, along with the location of the existing house and deck, constructed before the current shoreland overlay border, constitutes a unique circumstance on the property. If the shoreland overlay border had not changed after the house and deck were constructed, or if the house and deck were constructed to comply with the current setback line, the proposed three season porch would meet shoreland setback requirements. 198 3. The variance, if granted, would not alter the essential character of the locality because the addition of a covered porch in the place of the existing second story deck does not significantly change the visual character nor the function of the creek. 4. The practical difficulties in the applicant’s request are not solely due to economic considerations. 5. The variance will not permit a use not allowed in the zoning district where the property is located. 6. The variance is in line with the purpose of the R-1 district, which is “to provide for detached single-family dwelling units at a low density along with directly related and complementary uses.” NOW THEREFORE, BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF GOLDEN VALLEY, MINNESOTA that this Council adopts Resolution No. 25-024 approving the variance request to reduce the shoreland setback distance at 6601 Plymouth Avenue based on the findings stated above with the following conditions: 1. Remove impervious surfaces that drain toward the stream in an amount equal to or greater than the amount being added by the project requiring a variance. Documentation indicating square footage of removals shall be submitted to the City’s Engineering and Environment Division within 60 days of project construction. 2. Re-establish and expand the shoreline buffer along the stream. City code and BCWMC policy require a minimum buffer width of 10 feet from the OHWL toward the house and extending down to the water’s edge. If the existing buffer does not meet these requirements, the buffer must be re-established and expanded to widths greater than 10 feet to mitigate the impacts of the variance. 3. Plant three climate-resilient, native trees and/or shrubs to help visually screen the porch as viewed from the stream and to manage stormwater runoff from impervious surfaces within 120 days of building permit issuance. The landscaping shall be approved by the City’s Engineering and Environment Division prior to planting. 4. Construct and plant a rain garden to capture and filter stormwater runoff from the new and existing impervious surfaces, in a manner acceptable to the City Engineer or their designee. Adopted by the City Council this 1stday of April, 2025. _____________________ Roslyn Harmon, Mayor ATTEST: _____________________________ Theresa Schyma, City Clerk 199 EXECUTIVE SUMMARY Legal 763-512-2345 / 763-512-2344 (fax) Golden Valley City Council Meeting April 1, 2025 Agenda Item 6A. Review of Council Calendar Prepared By Theresa Schyma, City Clerk Summary The Council will review upcoming city meetings, events, and holiday closures. Legal Considerations This item does not require legal review. Equity Considerations This item does not require equity review. Recommended Action No action is required on this item. Supporting Documents Review of Council Calendar 200 Review of Council CalendarEventEvent TimeLocationAPRILTuesday, April 8HRA Work Session (if necessary)6:30 PMCouncil Conference RoomCouncil Work Session6:30 PMCouncil Conference RoomWednesday, April 9State of the City6:00 PMBrookviewTuesday, April 15City Council Meeting6:30 PMCouncil Conference RoomTuesday, April 22Golden Valley Business Connections8:00 AM - 9:30 AMAAA, 5400 Auto Club WaySaturday, April 26Run the Valley7:30 AM - 10:00 AMBrookview ParkMAYTuesday, May 6HRA Meeting (if necessary)6:30 PMCouncil ChambersCity Council Meeting6:30 PMCouncil Chambers201