R2014-87 CONTRACT WITH MOTOROLA SOLUTIONS, INC.

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StarCom21 Communications System Agreement Motorola Solutions, Inc. ("Motorola") and City of Decatur, Illinois ("Customer") enter int this "Agreement," pursuant to which Customer will purchase and Motorola will sell the System, as described below. Motorola and Customer may be referred to individually as a "Party" and collectively as the "Parties." For good and valuable consideration,the Parties agree as follows: Section 1 EXHIBITS The exhibits listed below are incorporated into and made a part of this Agreement. n interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes pr cedence over the exhibits and any inconsistency between Exhibits A through H will be resolved in their lis ed order. Exhibit A Motorola"Software License Agreement" Exhibit B "Payment Schedule" (Pricing and payment per Section 9.1 of MSI proposal of 7/24/2014) Exhibit C "Technical and Implementation Documents" C-1 "System Description" dated April 11,2014 C-2 "Equipment List"dated April 11,2014 C-3 "Statement of Work" dated April 11, 2014 C-4 "Acceptance Test Plan" or"ATP" dated April 11, 2014 Exhibit D Service Statement(s)of Work and"Service Terms and Conditions" (if ar plicable) Exhibit E "System Acceptance Certificate" Exhibit F "Software Support Statement of Work" (if applicable) Exhibit G Motorola"Standard Managed Zone Core Agreement" (if applicable) Exhibit H STARCOM21 User Agreement(one per using agency) Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: 2.1. "Acceptance Tests"means those tests described in the Acceptance Test Plan. 2.2. "Administrative User Credentials" means an account that has total access over t e operating system,files, end user accounts and passwords at either the System level or box level. ustomer's personnel with access to the Administrative User Credentials may be referred to as the dministrative User. 2.3. "Beneficial Use" means when Customer first uses the System or a Subsyste for operational purposes(excluding training or testing). 2.4. "Confidential Information" means any information that is disclosed in written, g aphic, verbal, or machine-recognizable form, and is marked, designated, or identified at the time of di closure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confi ential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confid ntial Information does not include any information that: is or becomes publicly known through no wr ngful act of the receiving Party; is already known to the receiving Party without restriction when it i disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's posse sion without any obligation restricting disclosure; is independently developed by the receiving Party with ut breach of this Agreement; or is explicitly approved for release by written authorization of the disclosing arty. 2.5. "Contract Price" means the price for the System, excluding applicable sales or imilar taxes and freight charges. 2.6. "Effective Date" means that date upon which the last Party executes this Agreem ant. StarCom CSA_05.09.13.doc 1 Motorola Contract No.