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03/03/2022
MINUTES WEST MEMPHIS CITY COUNCIL March 3, 2022 A regular meeting of the West Memphis City Council was held on Thursday, March 3, 2022, at 1:00 p.m. in the City Council Chambers at City Hall 205 S. Redding, West Memphis, Arkansas. Invocation was given by Councilor Harris, followed by the Pledge of Allegiance led by Councilor Croom. Mayor Marco McClendon called the meeting to order at 1:00 p.m. City Clerk, James Pulliaum called the roll. Those present were Mayor Marco McClendon, City Attorney, Michael Stephenson, City Clerk, James Pulliaum, City Treasurer Charlie Suiter Jr., and Councilors: Tracy Catt, Wayne Croom, Helen Harris, James Holt. Melanie Hutchinson, Lorraine Mohammed, Willis Mondy, David Murray and Charles Wheeless Absent was Gheric Bruce. Quorum being present Mayor, Marco McClendon proceeded with the meeting. BID OPENING: NEW STORAGE BUILDING COMPLEX (JIM JACKSON/KENNETH JOHNSON) 2022 BID FOR CITY OF WEST MEMPHIS MUNICIPAL SPRAYING- KENNETH JOHNSON Councilor Catt made the motion, seconded by Councilor Wheeless to add the New Storage Building Complex Bid and 2022Municipal Grass Cutting Bid to the agenda. Upon voice vote, voting was unanimous to approve. Councilor Catt made the motion, seconded by Councilor Wheeless to accept the bids as presented and to refer them back to administration for distribution. There being no discussion. Upon voice vote, voting was unanimous. Mayor McClendon recognized the West Memphis Chamber of Commerce Citizen of the Year and State Representative Joyce Ferguson and asked for her to come forward to speak to council. Dr. Ferguson said that in odd years they are in full session, but during even years they are in a 30-day fiscal session, currently they are in the middle of a fiscal session in appropriation. The State is in great shape, and they are projecting about a 3% above projected revenue. Dr. Ferguson gave a brief run down on what they are doing in the session. The state has a balance budget amendment, so they are required as a State to have a balanced budget, but in addition to having a balanced budget they have something called revenue stabilization and that is where they are right now. They call it laying the RSA on the table. They have finished the budget and they will let it lay for three days and then they will come back and vote on it. Dr. Ferguson said what that means is that they have A B and C categories. A is always funded that's things like education and health care and all the essential services. B categories usually always gets funded and then you have your C categories which gets funded if there is enough money, so that is the way they keep the budget balanced. They have about $6 billion dollars in general revenue like sales tax and income tax and the total budget is $26 billion that includes trust funds, retirement funds and Federal Matching Dollars or Federal Dollars in general. The highway department puts up 50% and they send them 50%. They pay 70% of Medicaid and we pay 30%. For Medicaid expansion they pay 90% and we pay 10% that is where the additional above the $6 billion and $26 billion come from for matching dollars. 13% goes to higher education, 32% goes to the Department of Human Services and Arkansas Department of Health, 42% goes to Public Schools and 2% for Public Safety for things like State Troopers and they did add an additional 7.3 million in additional money for State Trooper salaries, because First Responders, police and State Troopers have all been on the front line and have suffered. Also, as part of that they added $45 million in surplus funds to give $5,000 onetime payment to city and county police officer, state police and sheriffs, but they will have to request the funds and they will be available for people that meet the qualifications to receive it. One requirement is that they must be certified. It will start July 1, of 2022 and will end January of next year. Any new hire that attends the academy will also be eligible to receive the $5,000.00 onetime payment. This was done as an incentive to attract first responders, police officers and state troopers since they are having a problem getting personal. The infrastructure bill will be billions of dollars to the State another thing they did was to pass a bill that requires Legislative Oversite of that money, this is to ensure distribution of the money will be equitable. Dr Ferguson said that she and Mayor McClendon and other Mayors around the cities attended the infrastructure compact meeting in Memphis and as everyone knows Arkansas is a boarder state and they run into a lot of problems on the interstate, so they are trying to form a compact that will involve Arkansas, Tennessee, and Mississippi to hopefully get a third bridge built or add additional lanes to the interstate or increase the Port capabilities. Although they have run into a problem with the fact that they cannot pass the bill to participate in the compact until they go back into session in January. Mississippi and Tennessee are already in session, and they have received some resistance because there is an imminent domain clause in it. Dr. Ferguson said it is a little bit of a red herring because the highway department and other people all have imminent domain problems, so they might have to write something saying that imminent domain can't be with compact but that it must be with the agencies it exists with now. They are trying to write the bill and eventually they will benefit from it with what Tennessee and Mississippi are doing. Dr. Ferguson said that there are a lot of people that need help with Developmentally Disability services and have been on waiting list for years that need services, so they added $37 million dollars to the DDS funds budget to get people off the waiting list and added an additional $700 million dollars to hire 109 additional people to coordinate services for Children and Family Services and Work Force to improve services. Senator Ingram and Dr. Ferguson helped Work Force Service to get a $700 million dollars grant to help coordinate services. They also hired Kendra Philips to help coordinate a $150,000 thousand dollar CDC grant. Dr. Ferguson said with Medicaid expansion they have done a good job with giving people access to health care but that they have fallen short of improving the health outcome, so they are trying to address some of the social determinants. MUNUTES: APPROVE OR CORRECT MINUTES OF FEBRUARY 17, 2022 Councilor Catt made the motion, seconded by Councilor Wheeless to dispense with the reading of the minutes of the February 17, 2022, council meeting and to approve them as submitted. Upon voice vote, voting was unanimous to approve the minutes. OLD BUSINESS: NONE J NEW BUSINESS: Councilor Mohammed made the motion, seconded by Councilor Wheeless to read R-1 by title only. Upon voice vote, voting was unanimous. R-1 A RESOLUTION EXPRESSING THE WILLINGNESS OF THE CITY OF WEST MEMPHIS TO UTILIZE FEDERAL FUNDS FOR BIG RIVER TRAIL PROJECT City Attorney Stephenson read the resolution by title only. Councilor Catt made the motion seconded by Councilor Wheeless to approve the resolution. Discussion followed: Councilor Mondy asked for Planning and Development Director, Paul Luker to give them an explanation of the resolution. Mr. Luker said this is for the next phase of trail work out in the Big River Park Trail area. This phase will tie the trails into the Levi they still have some reviews to get through with the Highway Department and work with the railroad and the Levi Board has embraced this. Mr. Rob Rash is going to help them navigate though getting across the railroad crossing on the Levi. This will add 6 more miles of trail and will tie back into the main-to-main trail, and it will give us greater visibility of our parks and as people pass through our community, they will see more bike riders on the Levi and bring more attention to the park and continue to be one of our biggest tourists draws this will be for an expansion not repairs. Mr. Luker said it will tie into the south end of the Levi where the main-to-main ties in south of 55 and go up north on the Levi to Dacus Lake road crossing which is close to the Marion city limits and there will be a trail out of the flood plain that ties onto the trails that we have in the flood plain that will connect to that as well. The preliminary Engineering and the construction Engineering will be paid for out of our private partner that is also helping us with the match, which is the Big River Strategic Initiative there is no general fund money being used in this project, Councilor Croom asked what the estimated start date and completion date would be. Mr. Luker said that they still had to get through the reviews with the highway department before they could determine a start date but felt that barring any unforeseen delays that hopefully they could get started by late summer. There being no further discussion. Upon voice vote, voting was unanimous to approve. The resolution adopted and assigned No.2269. MAYORS STATE OF THE CITY ADDRESS Mayor McClendon presented his State of the City Address. The mayor reported that although in 2021, the city was in the second year of a pandemic, a record snowstorm, the highest inflation in decades and the closing of the Hernando Desoto Bridge the City of West Memphis is STRONG. Mayor McClendon attributed the state of the city to the strong leadership of the members of council, great department heads, and outstanding employees that we were able to weather the storm and today we are stronger. Mayor McClendon said under his administration they have ushered in a new era of unprecedented economic expansion and jobs creation; bold actions; in creating diversity; safer streets; cleaner neighborhoods; historic investments in the quality of life, capital improvements and the infrastructure, all while maintaining fiscal responsibility and staying within budget while not raising sales taxes. The mayor said that he was aware from day one of becoming the mayor of West Memphis that it was his responsibility to implement the vision of the people that have mandated him and other elected officials to keep them safe; clean up the city; create jobs; improve the parks and neighborhoods and reimagine what West Memphis could be while changing the negative perceptions that some might have our city; and to bring our city together and to move our city forward. Mayor McClendon said in three and a half years they have accomplished many things. Through the hiring of new leadership at the helm of the West Memphis Police Department who has brought a fresh new vision, technology, training to recruit, train, and retain police officers. The department has implemented Community Policing, with the focus on bringing the community and police department together to be proactive in preventing crime. Our Public Works department has been restructured and as a result they have created an in- house demolition department and in house grass program to address the blight in our neighborhoods and business district by demolishing a record number of houses and buildings and grass cutting of overgrown properties to improve upon the esthetics of our community. The Sanitation Department has brought on new technology to make the collection of trash more efficient. The city has seen more than one billion dollars in capital investments while creating over 1,800 new jobs. We have the major expansion of Southland Casino, renovated schools. We have had the recruitment of brands such as Coca Cola, Carvana, and Chick fil A that have added to the historic economic expansion. We have committed millions to infrastructure and are continuing to make strides toward making broadband available to every home in the city. At the recent council meeting, the Budget Chairman, Councilor Wayne Croom reported that the sales tax collections were 10% above last year, the city 1.5% tax has seen a 13.3% increase, county tax collections increased by 11.6% and Advertising and promotion collections increased by 49%. The city is on target with their debt reduction and Finance Director, Tori Perry has implemented an aggressive capital improvement program to adequately plan. (Mayor's State of the City Address on file in the Clerk's Office). PERMISSION REQUEST: PERMISSION FOR MAYOR MCCLENDON TO SIGN A MASTER CUSTOMER AGREEMENT BETWEEN MOTOROLA SOLUTIONS, INC., AND THE CUSTOMER (POLICE DEPARTMENT) Councilor Catt made the motion, seconded by Councilor Croom to approve. Upon voice vote, voting was unanimous to approve. Discussion followed: City Attorney Stephenson said that this agreement could require an ordinance be done to waive competitive bidding should the amount be over $85,000. City Attorney Stephenson said that after not much negotiation, they have made the changes that he requested to be changed. The problem was they terminated their previous attorney during the process, and it took them a while to get another attorney to make the changes that he requested. If it has not been bid out yet, which Attorney Stephenson said he did not think it had, then an ordinance would be something that would be required before the mayor signs it. Councilor Catt said he would like council to give the city attorney the go ahead to get it drafted, so that they could get it back on the next agenda and read it out three times to allow as much flexibility between the negotiation, that way they can get the body cams in as quickly .as possible. Mayor McClendon said the body cams would work with the watch guard system that they already have. Councilor Catt said it is the most cost-effective system. COMMITTEE REPORTS: PUBLIC WORKS: Councilor Mohammed presented the Public Works report. The Public Works Committee met on Tuesday March 1, 2022. The committee discussed the overlay program. Councilor Mohammed passed out a tentative list for the Council to review. Councilor Mohammed said that City Engineer, Amanda Hicks said the list can be adjusted as need be. The committee also discussed the Rubicon service, the service is a GPS system that they use to track the garbage collection and has been in use for three years. Ms. Hicks said she is no longer over the Public Works department, but she did begin the contracts with Rubicon at that time and it did go through a. procurement service at that time, but since she is no longer the Department head, Michael Bonner should try and secure the contract with the procurement service. Ms. Hicks said the contract ends at the end of the month City Attorney Stephenson said he has not seen a contract. Ms. Hicks said that they would not be doing a motion on it today but that the numbers are out there, and he has taken off the route authorization. Ms. Hicks says it has been a very good tool to utilize it lets you see where your sanitation crews are what they picked up, why they didn't pick up and to communicate with them without having to call them on the radio. Mr. Bonner likes the equipment and wants to renew the subscription they just need to go through a few more steps to get it approved by council. Councilor Mohammed said the committee did approve for the city to continue to use the Rubicon service. Councilor Mohammed said she would get with Mr. Bonner to have him get with the City Attorney to review the contracts. The committee also discussed picking up the limbs from the ice storm, the pile will have to be 10x6x3 for the city to pick up to keep from damaging the front- end loader. There are 3 front end loaders all operational, 4 Rear-End loaders all operational. 2 One-armed bandits both are operational, 5 grapple trucks all operational. There was 12,000 tons of Recycling and 1020 tires that were dumped and picked up. ADVERTISING & PROMOTION: Councilor Hutchinson presented the Advertising & Promotion report. The A & P commission met on February 16, 2022. The commission voted unanimously to reappoint Shawna Rhinehart to the A & P commission. CVB Director, Jim Jackson presented the financial report. Mr. Jackson said he spoke with Financial Director, Tori Perry about the possibility of investing $250,000 every quarter to total $1 million dollars in addition to what has already been invested. Mr. Jackson informed the commissioners that the warehouse bids came in over the budgeted amount and they were in the process of rebidding it. There were two bids submitted for the Civic Complex Sign. Anderson Sign Company came in as the lowest bid at $39,900. Mr. Jackson gave an update on the vaccination incentive, there were four people to qualify for the $1,000 dollar incentive. All recipients have received their checks. The commission approved the amount of $5,000 for a cost estimate for remodel of the Civic Complex building. Mr. Jackson presented the plan to work with a group from Levitt Shell to put on a West Memphis Music Festival. Mr. Jackson also presented the guidelines for the small restaurants assistance program They plan to pick ten restaurants that meet the qualifications to receive a one time $5,000 each incentive award equaling up to $50,000. The commission also voted unanimously to sign the 2022 contract with the West Memphis Chamber of Commerce. The commission also voted to fund a presenting scholarship for the Mississippi River Monster Catfish Tournament up to 52500. A representative from MATA met with the commission to discuss the West Memphis Transit Proposal the commission voted to table the discussion until they receive further information Councilor Catt made the motion, seconded by Councilor Croom to add the distribution of Councilor Melanie Hutchinson's Charity Day funds to the agenda. Upon voice vote, voting was unanimous. PERMISSION TO DISTRIBUTE $1,000 OF COUNCILOR HUTCHINSON CHARITY DAY FUNDS TO THE GIRLS SCOUT OF AMERICA TROOP #3255 Councilor Croom made the motion, seconded by Councilor Wheeless to approve the distribution of $1,000 to the Girls Scouts of America Troop #3255. Upon voice vote, voting was unanimous to approve. APPOINTMENTS: Mayor McClendon said there was one resume submitted for consideration to be appointed to the Utility Commission. The council will decide on the candidate at the next council meeting on March 17, 2022. PRESENTATIONS: NONE ANNOUNCEMENTS: City Clerk, James Pulliaum said on April 9, 2022, a group of people will be putting on Vietnam era program at the Eugene Woods Civic Center at 3 pm. Also, in conjunction with that the Veterans Memorial Wall will be coming to Crawfordsville, Arkansas from the April 7, 2022, through April 10, 2022. Ms. Tawana Bailey and Emily Scarborough are part of the committee, and anyone has a name of person that severed during that era to please get the names to himself or Ms. Bailey or Ms. Scarborough. Mayor McClendon thanked City Clerk Pulliaum, Purchasing Agent Kenneth Johnson, Sr. Deputy City Clerk, Patricia Lane, and Council Wayne Croom for their service in the military. Mayor McClendon said that he considers the leaders and staff as family members and any time that someone is going through something we all come together as a family. The mayor offered his condolences to the Catt family on behalf of the city family. Councilor Tracy Catt recently lost his mother and Mayor McClendon asked everyone to be in prayer for the Catt family. Mayor McClendon offered his condolences to the family of Jason Lang. Mr. Lang was a Fire Fighter with the West Memphis Fire Department that was in last week of Paramedic Training School on his way to school Mr. Lang noticed an accident had occurred and unselfishly stopped to help, unfortunately Mr. Lang was struck by another semi-truck and killed while trying help the other injured driver. Mayor McClendon asked everyone to be in prayer for the Lang family through this difficult time. The mayor also thanked the members of the West Memphis Fire Department, Police Department, Sherri's Department, Fire Recruits, and other departments for how they came together as a family to give Firefighter Lang a hero's send off. Mayor McClendon said he could not have been any prouder to be at the front this amazing group of his West Memphis family members and extended family members. J CITIZENS REQUEST: NONE Mayor McClendon acknowledged the members of the Chamber of Commerce 2022 Jr. Leadership group. The Elected Mayor for the Day was Ms. Nicole Nelson. Mayor McClendon said that these youth make up 50% of our population but 100% of our future and our future is looking bright. Having no further business to come before the City Council, Councilor Harris made the motion, seconded by Councilor Wheeless to adjourn. Upon voice vote, voting was unanimous to adjourn. The meeting adjourned at 2:15 p.m. PASSED and APPROVED this 17TH day of MARCH 2O222. eO D CO MCC ENDON, MAYOR ATTEST: 17 PULLA 4 CITY CLERK Minutes prepared by, Patricia Lane, Sr. Deputy City Clerk RE: ADD Opening Bids for PS #3 & PS #4 and Common Force main to City Council agenda (3/17/2021) AJ. Elhaj <aelhaj@westmemphisar.gov> Mon 3/7/2022 11:24 AM To: Patricia Lane <plane@westmemphisar.gov> Cc: Todd Pedersen <tpedersen@westmemphisar.gov>;Ward Wimbish <wwimbish@westmemphisar.gov> Patricia, Please Add Opening Bids for PUMP STATION#3 AND PUMP STATION#4 REHABILITATION AND COMMON FORCE MAIN to City Council agenda (March 17, 2022). Thank you, AJ Elhaj Engineer I West Memphis Utilities Office: (870) 702-5153 Cell: (870) 514-5315 Email: aelhaj@westmemphisargqy From:Al Elhaj Sent:Thursday, March 3, 2022 8:58 AM To: Patricia Lane<plane@westmemphisar.gov> Cc:Todd Pedersen<tpedersen@westmemphisar.gov>;Ward Wimbish cwwimbish@westmemphisacgov> Subject:RE: REMOVE Opening Bids for PS#3 &PS#4 and Common Force main to City Council agenda (9/02/2021) Patricia, Please see meeting minutes attached. It looks like the vote was unanimous to Table Indefinitely for bid opening. Thanks, RECEIVED • %( � 1 By Tin ,7122 Bid Results Project: Pump Memphis and Pump Sta 4 Rehabilitation and Common Force Main A Owner:West Memphis Utility Commission BID OPENING: Wednesday, March 16, 2022 @ 10:00 AM Job No:WESTMPHS.0011G5 Company Total Bid Force Main Pipe/Fitting Mat'l Cost 1 B & BUtility /j/4 2 Reece Construction g 1 17 j /' L.'O 2 Z, t J 1 5' r._ 3 Z cJ(4' � I�r 3 NWS M `� 4 Magnolia Underground i4 %/ 5 Chris-Hill Construction A / `1 6 Kajacs j 24 7 R. L. Persons Construction, Inc. �/I�/ • 8 Argo Construction $ 3 / h V n� C' ztf,%- 5 37 92 3° 9 ( 1 Y 10 11 AWIN contract with exhibits Michael Stephenson Thu 3/17/202210:31 AM To: Patricia Lane <plane@westmemphisar.gov> Cc: Toni Perry<tpeny@westmemphisar.gov>;DeWayne Rose<drose@westmemphisar.gov>;Marco McClendon <mmcclendon@westmemph isa r.gov> QI 3 attachments(806 KB) Lease CSSA Communications System Services Agreement WMemphis cj mod 031422 03162022-jg.doc; currentwestmemphis038grev.pdf,westmemphismarch2022.pdt Patricia: Attached are 3 documents which I need printed to potentially add to today's agenda. There should be a permission request to sign a communication service agreement and equipment lease with Motorola solutions. The 3rd document isa tax form which should not require authorization to sign. Let me know if you have questions. Thank you. Mike J. Michael Stephenson City Attorney 205 S Redding PO Box 1728 West Memphis,AR 72303 ingephensonOwestmemphisar gpi 870-732-7515 CITY OF WEST 4ud` S RECEIVED• Fom18038—G Information Return for Tax-Exempt Governmental Bonds ►Under Internal Revenue Code section 149(e) OMB No.1545-0720 (Rev.September2018) ►See separate Instructions. Depennwnt of the Treasury Caution:if the issue price is under$100,000,use Form 8038-GC. Internal.aRe ► Revenue Service Go to www.Nseov/180B8G for Instructions and the latest Information. ili iEll Reporting Authority 8 Amended Return,check here ► D 1 Issuer's name 2 Issuer's employer identification number(EIN) City of West Memphis 3a Name of person(other than issuer)with whom the IRS may communicate about this return(see Instructions) 36 Telephone number of other person shown on 3e 4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number for IRS Use Oily) 205 South Redding 13 I/2 L- e City,town,or post office,state,and ZIP code 7 Date of issue West Memphis AR 25248 4/1/22 6 Name of issue 9 CUSIP number Equipment lease-Purchase Agreement 25248 10a Name and title of officer or other employee of the Issuer whom the IRS may cell for more information(see lob Telephone shonumber of on officer or other instructions) e"' L i J Type of Issue(enter the issue price).See the instructions and attach schedule. 11 Education 11 12 Health and hospital 12 13 Transportation 13 14 Public safety 14 4,019,993.00 15 Environment(including sewage bonds) 15 16 Housing 16 17 Utilities i7 18 Other. Describe le 18 19a If bonds are TANS or RANs,check only box 19a ► ❑ .lee. A} b If bonds are BANS,check only box 199 ► ❑ .m 20 If bonds are In the form of a lease or installment sale,check box ► ❑ 4'-' , „ -art I Description of Bonds.Complete for the entire issue for which this form is being filed. to stated redempsum (d)WS°Med (a)Final maturity date @)Issue price pace et maturity average maturity (e)Yield 21 4/1/2027 $ 4,019,993.00 $ 4,019,993.00 5 years 2.63E % Part IV Uses of Proceeds of Bond Issue(including underwriters'discount) 22 Proceeds used for accrued interest 22 23 Issue price of entire issue(enter amount from line 21,column(b)) 23 4,019,993.00 24 Proceeds used for bond issuance costs(Including underwriters'discount) 24 25 Proceeds used for credit enhancement 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds used to refund prior tax-exempt bonds.Complete Part V. . 27 A a: 28 Proceeds used to refund prior taxable bonds.Complete Part V . . . 28 ^<:' ' 29 Total(add lines 24 through 28) 29 30 Nonrefunding proceeds of the Issue(subtract line 29 from line 23 and enter amount here) . . 30 4,019,993.00 IV= Description of Refunded Bonds.Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . ► years 32 Entcr the remaining weighted average maturity of the taxable bonds to be refunded . . . . ► years 33 Enter the last date on which the refunded tax-exempt bonds will be coiled(MM/DD/VYY') . . ► 34 Enter the date(s)the refunded bonds were issued►(MM/DDN Y) For Paperwork Reduction Act Notice,see separate instructions. Cat.No.637738 Form 8038-G Rev.9-2010) • Form 8038-0(Rev.9-2018) Page 2 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35 38a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract ae.. (GIC).See instructions b Enter the final maturity date of the GIG►(MM/DD/1'YYY) e Enter the name of the SIC provider la 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans f%- to other governmental units 37 38a If this issue is a loan made from the proceeds of another tax-exempt Issue,check box► ❑and enter the following information: b Enter the date of the master pool bond►(MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond li- d Enter the name of the issuer of tha master pool bond► 39 If the issuer has designated the issue under section 2650)(3)(B)()(III)(small Issuer exception),check box . . . ► ❑ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box ► ❑ 41a If the issuer has Identified a hedge,check here► ❑ and enter the following information: b Name of hedge provider la c Type of hedge la d Term of hedge► 42 If the issuer has superintegrated the hedge,check box ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualifled bonds of this issue are remediated according to the requirements under the Code and Regulations(see instructions),check box ► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148,check box ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑and enter the amount of reimbursement ► b Enter the date the official intent was adopted►(MM/DD/YYYY) Under elves of perjury.I dealers to s eve examined this return and accompanying schedules and statements,and to the best of my knowledge Signature and beli u they are hue,correct, e.I further declare that I consent to a IRS's disclosure of the issuers return information.as necessary to p M.10 My personth authorized above. and Consent —�`- �r�� n a1 loitt QJZJL- 4 Signature of issuer's authorized representative Date Type or print name and Me Prim?ype preperer's name Preparer, ature Date Check ❑ if PT" Paid sell-cmpored Preparer Use Only Firm's name a EIN Brame ► Firm's address a Phone no. Form 8038-G(Rev.9-2019) 1 QMOTOROLA SOLUTIONS 3/16/22 City of West Memphis 205 South Redding West Memphis AR 72301 RE:Municipal Lease#25248 Enclosed for your review,please find the Municipal Lease documentation in connection with the solution to be leased from Motorola.IL interest rate and payment streams outlined in Equipment Lease- Purchase Agreement#25248 are valid for contracts that are executed and returned to Motorola on or before March 29,2022.After 3/29/22,the Lessor reserves the option to re-quote and re-price the transaction based on current market interest rates. Please have the documents executed where indicated and forward the documents to the following address: Bill Stancik/Motorola 681 Tanager Lane West Chicago IL 60185 Should you have any questions,please contact me at 847-538-4531. Thank You, MOTOROLA SOLUTIONS CREDIT COMPANY LLC Bill Stancik RECEIVE) CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 • /3-'r7 LESSEE FACT SHEET Please help Motorola provide excellent billing service by providing the following information: 1. Complete Billing Address City of West Memphis E-mail Address: Attention: Phone: 2. Lessee County Locaticn: 3. Federal Tax I.D.Number 4. Purchase Order Number t_be referenced on invoice(if necessary)or other"descriptions"that may assist in determining the applicable cost center or deoamnent: 5. Equipment description that you would like to appear on your invoicing: Appropriate Contact for Documentation/System Acceptance Follow-up: 6. Appropriate Contact& Mailing Address Phone: Fax: 7. Payment remit to address: Motorola Solutions Credit Company LLC P.O.Box 71132 Chicago IL 60694-1132 Thank you CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 EQUIPMENT Lii ASE-PURCHASE AGREEMENT Lease Number: 25248 LESSEE: LESSOR: City of West Memphis Motorola Solutions,Inc. 205 South Redding 500 W.Monroe West Memphis AR 72301 Chicago IL 60661 Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor,the equipment and/or software described in Schedule A attached hereto("Equipment")in accordance with the following terms and conditions of this Equipment Lease-Purchase Agreement("Lease"). 1. TERM. This Lease will become effective upon the execution hereof by Lessor. The Term of this Lease will commence on date specified in Schedule A attached heretoand unless terminated according to terms hereof or the purchase option,provided in Section 18,is exercised this Lease will continue until the Expiration Date set forth in Schedule B attached hereto("Lu—se Term"). 2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so called), including the interest portion,in the amounts specified in Schedule B. The Lease Payments will be payable without notice or demand at the office of the Lessor(or such other place as Lessor or its assignee may from lime to time designate in writing),and will commence on the first Lease Payment Date as set forth in Schedule B and thereafter on each of the Lease Payment Dates set forth in Schedule B. Any payments received later than ten(10)days from the due date will bear interest at the highest lawful rate from the due date. Except as specifically provided in Section 5 hereof,the Lease Payments will be absolute and unconditional in all events and will not be subject to any set-off, defense, counterclaim, or recoupment for any reason whatsoever. Lessee reasonably believes that funds can be obtained sufficient to make all Usse Payments during the Lease Term and hereby covenants that a request for appropriation for funds from which the Lease Payments may be made will be requested each fiscal period,including making provisions for such payment to the extent necessary in each budget submitted for the purpose of obtaining funding. It is Lessee's intent to make Lease Payment for the full Lease Term if funds are legally available therefor and in that regard Lessee represents that the Equipment will be used for one or more authorized governmental or proprietary functions essential to its proper,efficient and economic operation. 3. DELIVERY AND ACCEPTANCE. Lessor will cause the Equipment to be delivered to Lessee at the location specified in Schedule A("Equipment Location"). Lessee will accept the Equipment as soon as it has been delivered and is operational. Lessee will evidence its acceptance of the Equipment either(a)by executing and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor;or(b)by executing and delivering the form of acceptance provided for in the Contract(defined below). Even if Lessee has not executed and delivered to Lessor a Delivery and Acceptance Certificate or other form of acceptance acceptable to Lessor,if Lessor believes the Equipment has been delivered and is operational,Lessor may require Lessee to notify Lessor in writing(within five (5) days of Lessee's receipt of Lessor's request)whether or not Lessee deems the Equipment(i) to have been delivered and(ii) to be operational, and hence be accepted by Lessee. If Lessee fails to so respond in such five (5) day period, Lessee will be deemed to have accepted the Equipment and be deemed to have acknowledged that the Equipment was delivered and is operational as if Lessee had in fact executed and delivered to Lessor a Delivery and Acceptance Certificate or other form acceptable to Lessor. 4. REPRESENTATIONS AND WARRANTIES. Lessor acknowledges that the Equipment leased hereunder is being manufactured and installed by Lessor pursuant to contract (the "Contract") covering the Equipment. Lessee acknowledges that on or prior to the date of acceptance of the Equipment,Lessor intends to sell and assign Lessor's right,title and interest in and to this Agreement and the Equipment to an assignee("Assignee"). CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 LESSEE FURTHER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRACT, LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY NATURE OR KIND WHATSOEVER, AND AS BETWEEN LESSEE AND THE ASSIGNEE, THE PROPERTY SHALL BE ACCEPTED BY LESSEE "AS IS" AND "WITH ALL FAULTS". LESSEE AGREES TO SETTLE ALL CLAIMS DIRECTLY WITH LESSOR AND WILL NOT ASSERT O" SEEK TO ENFORCE ANY SUCH CLAIMS AGAINST THE ASSIGNEE. NEITHER LESSOR NOR THE ASSIGNEE SHALL BE LIABLE FOR ANY DIRECT,INDIRECT, SPECIAL,INCIDENTAL,OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER AS A RESULT OF THE LEASE OF THE EQUIPMENT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, PROPERTY DAMAGE OR LOST PRODUCTION WHETHER SUFFERED BY LESSEE OR ANY THIRD PARTY. Lessor is not responsible for, and shall not be liable to Lessee for damages relating to loss of value of the Equipment for any cause or situation(including,without limitation, governmental actions or regulations or actions of other third parties). 5. NON-APPROPRIATION OF FUNDS. Notwithstanding anything contained in this Lease to the contrary, Lessee has the right to not appropriate funds to make Lease Payments required hereunder in any fiscal period and in the event no funds are appropriated or in the event funds appropriated by Lessee's governing body or otherwise available by any lawful means whatsoever in any fiscal period of Lessee for Lease Payments or other amounts due under this Lease are insufficient therefor,this Lease shall terminate on the last day of the fiscal period for which appropria.ions were received without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Lease Payments or other amounts herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. The Lessee will immediately notify the Lessor or its Assignee of such occurrence. In the event of such termination, Lessee agrees to peaceably surrender possession of the Equipment to Lessor or its Assignee on the date of such termination, packed for shipment in accordance with manufacturer specifications and freight prepaid and insured to any location in the continental United States designated by Lessor. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Non- appropriation of funds shall not constitute a dcLhult hereunder for purposes of Section 16. 6. LESSEE CERTIFICATION. Lessee represents,covenants and warrants that: (i)Lessee is a state or a duly constituted political subdivision or agency of the state of the Equipment Location;(ii)the interest portion of the Lease Payments shall be excludable from Lessor's gross income pursuant to Section 103 of the Internal Revenue Code of 1986,as it may be amended from time to time(the"Code"); (iii)the execution,delivery and performance by the Lessee of this Lease have been duly authorized by all necessary action on the part of the Lessee; (iv)this Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; (v) Lessee will comply with the information reporting requirements of Section 149(e)of the Internal Revenue Code of 1986(the "Code"), and such compliance shall include but not be limited to the execution of information statements requested by Lessor; (vi)Lessee will not do or cause to be done any act which will cause,or by omission of any act allow,the Lease to be an arbitrage bond within the meaning of Section 148(a)of the Code; (vii)Lessee will not do or cause to be done any act which will cause, or by omission of any act allow,this Lease to be a private activity bond within the meaning of Section 141(a)of the Code; (viii)Lessee will not do or cause to be done any act which will cause,or by omission of any act allow,the interest po..ion of the Lease Payment to be or become includible in gross income for Federal income taxation purposes under the Code;and(ix)Lessee will be the only entity to own, use and operate the Equipment during the Lease Term. Lessee represents, covenants and warrants that: (i) it will do or cause to be done all things necessary to preserve and keep the Lease in full force and effect, (ii) it has complied with all laws relative to public bidding where necessary,and(iii)it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period. If Lessee breaches the covenant contained in this Section,the interest component of Lease Payments may become includible in gross income of the owner or owners thereof for federal income tax purposes. In such event, notwithstanding anything to the contrary contained in Section 11 of this Agreement,Lessee agrees to pay promptly after any such determination of taxability and on each I OnCe Payment date thereafter to Lessor an additional amount determined by Lessor to compensate such owner or owners for the loss of such excludibility(including, without limitation, compensation relating to interest expense, penalties or additions to tax), which determination shall be conclusive(absent manifest error). Notwithstanding anything herein to the contrary,any additional amount payable by Lessee pursuant to this Section 6 shall be payable solely from Legally Available Funds. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 It is Lessor's and Lessee's intention that this Agreement not constitute a"true"lease for federal income tax purposes and,therefore,it is Lessor's and Lessee's intention that Lessee be considered the owner of the Equipment for federal income tax purposes. 7. TITLE TO EQUIPMENT;SECURITY INTEREST. Upon shipment of the Equipment to Lessee hereunder,title to the Equipment will vest in Lessee subject to any applicable license;provided,however,that(i)in the event of termination of this Lease by Lessee pursuant to Section 5 hereof;(ii)upon the occurrence of an Event of Default hereunder, and as long as such Event of Default is continuing;or(iii)in the event that the purchase option has not been exercised prior to the Expiration Date,title will immediately vest in Lessor or its Assignee,and Lessee shall immediately discontinue use of the Equipment, remove the Equipment from Lessee's computers and other electronic devices and deliver the Equipment to Lessor or its Assignee. In order to secure all of its obligations hereunder,Lessee hereby(i)grants to Lessor a first and prior security interest in any and all right,title and interest of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, and on any proceeds therefrom; (ii) agrees that this Lease may be filed as a financing statement evidencing such security interest; and (iii) agrees to execute and deliver all financing statements, certificates of title and other instruments necessary or appropriate to evidence such security interest. 8. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equipment and shall comply with all laws, ordinances, insurance policies, the Contract, any licensing or other agreement,and regulations relating to, and will pay all costs, claims, damages, fees and charges arising out of the possession,use or maintenance of the Equipment. Lessee,at its expense will keep the Equipment in good repair and furnish and/or install all parts,mechanisms,updates,upgrades and devices required therefor. 9. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent unless such alterations, additions or improvements may be readily removed without damage to the Equipment. 10. LOCATION;INSPECTION. The Equipment will not be removed from, [or if the Equipment consists of rolling stock, its permanent base will not be changed from] the Equipment Location without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation. Il. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Lease. Lessee shall pay,when due,all charges and taxes(local, state and federal)which may now or hereafter be imposed upon the ownership, licensing, leasing,rental, sale,purchase, possession or use of the Equipment,excluding however,all taxes on or measured by Lessor's income. If Lessee fails to pay said charges and taxes when due, Lessor shall have the right,but shall not be obligated,to pay said charges and taxes. If Lessor pays any charges or taxes, Lessee shall reimburse Lessor therefor within ten days of written demand. 12. RISK C:LOSS: DAMAGE;DESTRUCTION. Lessee assumes all risk of loss or damage to the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment nor defect therein nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Lease Payments or to perform any other obligation under this Lease. In the event of damage to any item of Equipment, Lessee will immediately place the same in good repair with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair(an"Event of Loss") , Lessee at the option of Lessor will: either(a)replace the same with like equipment in good repair;or(b)on the next Lease Payment date, pay Lessor the sum of: (i) all amounts then owed by Lessee to Lessor under this Lease, including the Lease pa).aent due on such date;and(ii)an amount equal to all remaining Lease Payments to be paid during the Lease Term as set forth in Schedule B. In the event that Lessee is obligated to make such payment with respect to less than all of the Equipment, Lessor will provide Lessee with the pro rata amount of the Lease Payment and the Balance Payment(as set forth in Schedule B)to be made by Lessee with respect to that part of the Equipment which has suffered the Event of Loss. 13. INSURANCE. Lessee will,at its expense,maintain at all times during the Lease Term, fire and extended coverage,public liability and property damage insurance with respect to the Equipment in such amounts, CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 covering such ns;.s,and with such insurers as shall be satisfactory to Lessor,or,with Lessor's prior written consent, Lessee may self-insure against any or all such risks. All insurance covering loss of or damage to the Equipment shall be carried in an amount no less than the amount of the then applicable Balance Payment with respect to such Equipment. The initial amount of insurance required is set forth in Schedule B. Each insurance policy will name Lessee as an insured and Lessor or it's Assigns as an additional insured, and will contain a clause requiring the insurer to give Lessor at least thirty(30)days prior written notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or it's Assigns as their interests may appear.Upon acceptance of the Equipment and upon each insurance renewal date,Lessee will deliver to Lessor a certificate evidencing such insurance. In the event that Lessee has been permitted to self-insure, Lessee will furnish Lessor with a letter or certificate to such effect. In the event of any loss, damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all information and documentation relating thereto. 14. INDEMNIFICATION. Lessee shall,to the extent permitted by law,indemnify Lessor against, and hold Lessor harmless from,any and all claims,actions,proceedings,expenses,damages or liabilities, including attorneys'fees and court costs,arising in connection with the Equipment,including,but not limited to,its selection, purchase, delivery, licensing, possession, use, operation, rejection, or return and the recovery of claims under insurance policies thereon. 15. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge,hypothecate, grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment or;(ii) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Lease, the Equipment and any documents executed with respect to this Lease and/or grant or assign a security in:_rest in this Lease and the Equipment,in whole or in part. Any such assignees shall have all of the rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors, administrators,successors and assigns of the parties hereto. Lessee covenants and agrees not to assert against the Assignee any claims or defenses by way of abatement, setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. No assignment or reassignment of any Lessor's right,title or interest in this Lease or the Equipment shall be effective unless and until Lessee shall have received a notice of assignment,disclosing the name and address of each such assignee;provided, however, that if such assignment is made to a bank or trust company as paying or escrow agent for holders of certificates of participation in the Lease, it shall thereafter be sufficient that a copy of the agency agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency agreement is no longer in effect. During the Lease Term Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply with Section 149(a)of the Code, and the regulations,proposed or existing, from time to time promulgated thereunder. No farther action will be required by Lessor or by Lessee to evidence the assignment,but Lessee will acknowledge such assignments in writing if so requested. After notice of such assignment, Lessee shall name the Assignee as additional insured and loss payee in any insurance policies obtained or in force. Any Assignee of Lessor may reassign this Lease and its interest in the Equipment and the Lease Payments to any other person who, thereupon, shall be deemed to be Lessor's Assignee hereunder. 16. EVENT OF DEFAULT. The term"Event of Default",as used herein,means the occurrence of any one or more of the following events: (i) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of the Lease when funds have been appropriated sufficient for such purpose, and any such failure continues for ten(10)days after the due date thereof; (ii) Lessee fails to perform or observe any other covenant,condition,or agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20) days after written notice thereof by Lessor; (iii) the discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in writing delivered by Lessee pursuant hereto or in connection herewith is false, misleading or erroneous in any material respect; (iv) proceedings under any bankruptcy, insolvency, reor•ani ation or similar legislation shall be instituted against or by Lessee, or a receiver or similar officer shall be appointed for Lessee or any of its property,and such proceedings or appointments shall not be vacated, or fully stayed, within twenty(20) days after the institution or occurrence thereof; or(v) an attachment,levy or execution is threatened or levied upon or against the Equipment. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 17. REMEDIES. Upon the occurrence of an Event of Default,and as long as such Event of Default is continuing,Lessor may, at its option, exercise any one or more of the following remedies: (i)by written notice to Lessee,declare all amounts then due under the Lease,and all remaining Lease Payments due during the fiscal period in effect when the default occurs to be immediately due and payable,whereupon the same shall become immediately due and payable; (ii) by written notice to Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly discontinue use of the Equipment, remove the Equipment from all of Lessee's computers and electronic devices, return the Equipment to Lessor in the manner set forth in Section 5 hereof, or Lessor, at its option,may enter upon the premises where the Equipment is located and take immediate possession of and remove the same;(iii)sell or lease the Equipment or sublease it for the account of Lessee,holding Lessee liable for all I Pase Payments and other amounts due prior to the effective date of such selling, leasing or sublr-sing and for the difference between the purchase price,rental and other amounts paid by the purchaser,Lessee or sublessee pursuant to such sale,lease or sublease and the amounts payable by Lessee hereunder; (iv)promptly return the Equipment to Lessor in the manner set forth in Section 5 hereof; and(v)exercise any other right,remedy or privilege which may be available to it under applicable laws of the state of the Equipment Location or any other applicable law or proceed by appropriate court action to enforce the terms of the Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses,including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor. 18. PURCHASE OPTION. Upon thirty(30)days prior written notice from Lessee to Lessor,and provided that no Event of Default has occurred and is continuing,or no event,which with notice or lapse of time,or both could become an Event of Default, then exists, Lessee will have the right to purchase the Equipment on the Lease Payment dates set forth in Schedule B by paying to Lessor,on such date,the Lease Payment then due together with the Balance Payment amount set forth opposite such date. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee as is, without warranty,express or implied,except that the Equipment is free and clear of any liens created by Lessor. 19. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address set forth herein or at such address as the party may providc in writing from time to time. Any such notice shall be deem&to have been received five days subsequent to such mailing. 20. SECTION HEAL NGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. 21. GOVERNING LAW. This Lease shall be construed in accordance with,and governed by the laws of,the state of the Equipment Location. 22. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other documents aid information as are reasonably necessary with respect to the transaction contemplated by this Lease. 23. ENTIRE AGREEMENT;WAIVER. This Lease,together with Schedule A Equipment Lease- Purchase Agreement,Schedule B,Evidence of Insurance,Statement of Essential Use/Source of Funds,Certificate of Incumbency,Certified Lessee Resolution(if any),Information Return for Tax-Exempt Governmental Obligations and the Delivery and Acceptance Certificate and other attachments hereto,and other documents or instruments executed by Lessee and Lessor in connection herewith,constitutes the entire agreement between the parties with respect to the Lease of the Equipment,and this Lease shall not be modified,amended,altered,or changed except with the written consent of Lessee and Lessor. Any provision of the Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease. The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 24. EXECUTION IN COUNTERPARTS.This Lease may be executed in several counterparts,either electronically or manually,all of which shall constitute but one and the same instrument. Lessor reserves the right to request receipt of a manually-executed counterpart from Lessee. Lessor and Lessee agree that the only original counterpart for purposes of perfection by possession shall be the original counterpart manually executed by Lessor and identified as "Original", regardless of whether Lessee's execution or delivery of said counterpart is done manually or electronically. IN WITNESS WHEREOF,the parties have executed this Agreement as of the day of March,2022. LESSEE: LEsSOR: City of West Memphis /�� // MOTOROLA SOLUTIONS,INC. By: `�/fQ✓t o 1�' +I�Myssl�-- By: Printed N lame: r4a✓q ,([�(a.aitii Uygar Gazioglu Title: /sl4yp r Title Treasurer // �//n CERTIFICATE OF INCUMBENCY • I, 4/�fne.$ ' !///y AGM do hereby certify that I am the duly elected or (Printed Name of Secretary/Clerk) appointed and acting Secretary or Clerk of the City of West Memphis,an entity duly organized and existing under the laws of the State of Arkansas that I have custody of the records of such entity,and that,as of the date hereof,the individual(s)executing this agreement is/are the duly elected or appointed officer(s)of such entity holding the office(s)below his/her/their respective name(s). I further certify that(i)the signature(s)set forth above his/her/their respective name(s)and title(s)is/are his/her/their true and authentic signature(s)and(ii)such officer(s) have the authority on behalf of such entity to enter into that certain Equipment Lease Purchase Agreement number25248,between_City of West Memphis and Motorola Solutions,Inc. If the initial insurance requirement on Schedule B exceeds$I,OOG,.AO,attached as part of the Equipment Lease Purchase Agreement is a Certified Lessee Resolution adopted by the governing body of the entity. IN WITNESS WHEREOF,I have executed this certificate and affixed the seal of City of West Memphis,hereto this day of arch,2022. ±/ By: „� / SEAL attire of Secretary/Ct OPINION OF COUNSEL With respect to that certain Equipment Lease-Purchase Agreement 25248 by and between Motorola Solutions,Inc. and the Lessee,I am of the opinion that:(i)the Lessee is,within the meaning of Section 103 of the Internal Revenue Code of 1986,a state or a fully constituted political subdivision or agency of the State of the Equipment Location described in Schedule A hereto;(ii)the execution,delivery and performance by the Lessee of the Lease have been duly authorized by all necessary action on the part of the Lessee,(III)the Lease constitutes a legal,valid and binding obligation of the Lessee enforceable in accordance with its terms;and(iv)Lessee has sufficient monies available to make all payments required to be paid under the Lease during the current fiscal year of the Lease,and such monies have been properly budgeted and appropriated for this purpose in accordance with State law. This opinion may be relied upon by the Lessor and any assignee of the Lessor's rights under the Lease. Attorney for City of West Memphis CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 SCHEDULE A EQUIPMENT LEASE-PURCHASE AGREEMENT Schedule A 25248 Lease Number: This Equipment Schedule is hereby attached to and made a part of that certain Equipment Lease-Purchase Agreement Number 25248("Lease"),between Lessor and Lessee. Lessor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby accepts and leases from Lessor under and pursuant to the Lease, subject to and upon the terms and conditions set forth in the Lease and upon the terms set forth below,the following items of Equipment QUANTITY DESCRIPTION(Manufacturer,Model,and Serial Nos.) Refer to attached Equipment List. Equipment Location: Initial Term: 60 Months Commencement Date: 4/1/2022 First Payment Due Date: 4/1/2023 5 Annual payments as outlined in the attached Schedule B,plus Sales/Use Tax of$0.00, payable on the Lease Payment Dates set forth in Schedule B. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 City of West Memphis (Schedule B) Compound Period: Annual Nominal Annual Rate: 2.638% CASH FLOW DATA Event Date Amount Number Period End Date 1 Lease 4/1/2022 $4,019,993.00 1 2 Lease Payment 4/1/2023 $ 868,731.23 5 Annual 4/1/2027 AMORTIZATION SCHEDULE-Normal Amortization,360 Day Year Date Lease Payment Interest Principal Balance Lease 4/1/2022 $4,019,993.00 1 4/1/2023 $ 868,731.23 $ 106,047.42 $ 762,683.81 $3,257,309.19 2 4/1/2024 $ E:,8,731.23 $ 85,927.82 $ 782,803.41 $2,474,505.78 3 4/1/2025 $ 868,731.23 $ 65,277.46 $ 803,453.77 $1,671,052.01 4 4/1/2026 $ 868,731.23 $ 44,082.35 $ 824,648.88 $ 846,403.13 5 4/1/2027 $ 868,731.23 $ 22,328.10 $ 846,403.13 $ - Grand Totals $4,343,656.15 $ 323,663.15 $4,019,993.00 INITLAL INSURANCE REQUIREMENT: T4,019,993.00 Except as specifically provided in Section five of the Lease hereof,Lessee agrees to pay to Lessor o, its assignee the Lease Payments,including the interest portion,in the amounts and dates specified in the above payment schedule. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 EVIDENCE OF INSURANCE Fire,extended coverage,public liability and property damage insurance for all of the Equipment listed on Schedule A number 25248 to that Equipment Lease Purchase Agreement number 25248 will be maintained by the City of West Memphis as stated in the Equipment Lease Purchase Agreement. This insurance is provided by: Name of insurance provider Address of insurance provider City, State and Zip Code Phone number of local insurance provider E-mail address In accordance with the Equipment Lease Purchase Agreement Number 25248, City of West Memphis ,hereby certifies that following coverage are or will be in full force and effect: Type Amount Effective Expiration Policy Date Date Number Fire and Extended Coverage Property Damage Public Liability Certificate shall include the following: Description: All Equipment listed on Schedule A number 25248 to that Equipment Lease Purchase Agreement number 25248. Please include equipment cost equal to the Initial Insurance Requirement on Schedule B to Equipment Lease Purchase Agreement number 25248 and list any deductibles. Certificate Holder: MOTOROLA SOLUTIONS,INC.and or its assignee as additional insured and loss payee 1303 E.Algonquin Road Schaumburg,IL 60196 If self insured,contact Motorola representative for template of self insurance letter. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 STATEMENT OF ESSENTIAL USE/SOURCE OF FUNDS To further understand the essential governmental use intended for the equipment together with an understanding of the sources from which payments will be made,please address the following questions by completing this form or by sending a separate letter: 1. What is the specific use of the equipment? 2. Why is the equipment essential to the operation of City of West Memohi-? 3. Does the equipment replace existing equipment? If so, why is the replacement being made? 4. Is there a specific cost justification for the new equipment? If yes,please attach outline of justification. 5. What is the expected source of funds for the payments due under the Lease for the current fiscal year and future fiscal years? CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 • EQUIPMENT LEASE PURCHASE AGREEMENT DELIVERY AND ACCEPTANCE CERTIFICATE The undersigned Lessee hereby acknowledges receipt of the Equipment described below("Equipment')and Lessee hereby accepts the Equipment after full inspection thereof as satisfactory for all purposes of lease Schedule A to the Equipment Lease Purchase Agreement executed by Lessee and Lessor. Equipment Lease Purchase Agreement No.:25248 Lease Schedule A No. : 25248 EQUIPMENT INFORMATION QUANTITY MODEL NUMBER EQUIPMENT DESCRIPTION Equipment referenced in lease Schedule A# 25248. See Schedule A for a detailed Equipment List. LESSEE: City of West Memphis By: Date: CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 CERTIFIED LESSEE RESOLUTION At a duly called meeting of the Governing Body of the Lessee (as defined in the Lease #25245) held on March 17, 2022,the following resolution was introduced and adopted. BE IT RESOLVED by the Governing Board of Lessee as follows: 1. Determination of Need. The Governing Body of Lessee has determined that a true and very real need exists for the acquisition of the Equipment or other personal property described in the Lease between City of West Memphis (Lessee) and Motorola Solutions, Inc. (Lessor). 2. Approval and Authorization. The Governing body of Lessee has determined that the Lease, substantially in the form presented to this meeting, is in the best interests of the Lessee for the acquisition of such Equipment or other personal property, and the Governing Board hereby approves the entering into of the Lease by the Lessee and hereby designates and authorizL.: the following person(s) referenced in the Lease to execute and deliver the Lease on Lessee's behalf with such changes thereto as such person deems appropriate, and any related documents, including any escrow agreement, necessary to the consummation of the transactions contemplated by the Lease. 3. Adoption of Resolution. The signatures in the Lease from the designated individuals :or the Governing Body of the Lessee evidence the adoption by the Governing Body of this Resolution. CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 i • Communications System and Services Agreement (Lease) Motorola Solutions, Inc. ("Motorola") and the City of West Memphis, AR ("Customer") enter into this "Agreement" pursuant to which Customer will purchase and Motorola will sell the System and Services, 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 ATTACHMENTS 1.1. EXHIBITS. The Exhibits listed below are exhibits related to the System sale and implementation. These Exhibits are incorporated into and made a part of this Agreement. Exhibit A "Motorola Software License Agreement" Exhibit B 'Payment" Exhibit C Technical and Implementation Documents C-1 "System Description" dated, November 4, 2022 C-2 "Pricing Summary& Equipment List"dated, November 4, 2022 C-3 "Implementation Statement of Work" dated, November 4, 2022 C-4 "Acceptance Test Plan" or"ATP" dated, November 4, 2022 C-5 "Performance Schedule" dated, TBD Exhibit D "System Acceptance Certificate" Exhibit E "Equipment Lease Purchase Agreement Delivery and Acceptance Certificate" 1.2. ADDENDUM (ADDENDA). Customer may elect to purchase professional or subscription services in addition to the System and related services. Any such services will be governed by the terms in the main body of the Agreement and an applicable Addendum containing terms specific to such service. Such Addenda will be labeled with the name of the service being purchased. 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 E will be resolved in their listed order, and 2) The applicable service Addendum will take precedence over the main body of the Agreement and the Exhibits. Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: "Acceptance Tests" means those tests described in the Acceptance Test Plan. "Addendum (Addenda)" is the title of the document(s) containing a specific set of terms and conditions applicable to a particular service or other offering beyond the Communication System and System implementation services. The terms in the Addendum are applicable only to the specific service or offering described therein. "Administrative User Credentials" means an account that has total access over the operating system, files, end user accounts and passwords at either the System level or box level. Customer's personnel with access to the Administrative User Credentials may be referred to as the Administrative User. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). "Confidential Information" means all information consistent with the fulfillment of this Agreement that is Lease Communications System and Services Agreement v.2.9.2021 1 (i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis of any hardware, software or any component part thereof provided by discloser to recipient. The nature and existence of this Agreement are considered Confidential Information. Confidential Information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by the discloser by submitting a written document to the 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. "Contract Price" means the price for the System and implementation Services, excluding applicable sales or similar taxes and freight charges. Further, unless otherwise stated in Exhibit B, "Payment" or the pricing pages of the proposal, recurring fees for maintenance, SDA, or subscription services are not included in the Contract Price. "Deliverables" means all written information (such as reports, specifications, designs, plans, drawings, analytics, Solution Data, or other technical or business information) that Motorola prepares for Customer in the performance of the Services and is obligated to provide to Customer under this Agreement. The Deliverables, if any, are more fully described in the Statement of Work. "Derivative Proprietary Materials" means derivatives of the Proprietary Materials that Motorola may from time to time, including during the course of providing the Services, develop and/or use and/or to which Motorola provides Customer access. "Effective Date" means that date upon which the last Party executes this Agreement. "Equipment" means the hardware components of the Solution that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List. "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 in connection with or relating to Equipment or Services, during the term of this Agreement. "Force Majeure" means an event, circumstance, or act that is beyond a Party's reasonable control, such as an act of God, an act of the public enemy, an act of a government entity, strikes, other labor disturbances, supplier performance, hurricanes, earthquakes, tires, floods, epidemics, embargoes, war, riots, or any other similar cause. "Motorola Software" means software that Motorola or its affiliated companies owns. "Non-Motorola Software" means software that a party other than Motorola or its affiliated companies owns. "Open Source Software" (also called "freeware" or 'shareware") means software with either freely obtainable source code, license for modification, or permission for free distribution. "Proprietary Materials" means certain software tools and/or other technical materials, including, but not limited to, data, modules, components, designs, utilities, subsets, objects, program listings, models, methodologies, programs, systems, analysis frameworks, leading practices and specifications which Motorola has developed prior to, or independently from, the provision of the Services and/or which Motorola licenses from third parties. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, Lease Communications System and Services Agreement v.2 9.2021 2 trademarks, trade names, mask works, know-how, and other intellectual properly rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. "Services" means system implementation, maintenance, support, subscription, or other professional services provided under this Agreement, which may be further described in the applicable Addendum and/or SOW. "Software" (i) means proprietary software in object code format, and adaptations, translations, de- compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term 'Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. "Software License Agreement" means the Motorola Software License Agreement(Exhibit A). "Software Support Policy" ("SwSP") means the policy set forth at https://www.motorolasolutions.com/content/dam/msi/secure/services/software policy.pdf describing the specific technical support that will be provided to Customers under the Warranty Period and during any paid maintenance support period for Motorola Software. This policy may be modified from time to time at Motorola's discretion. "Solution" means the combination of the System(s) and Services provided by Motorola under this Agreement. "Solution Data" means Customer data that is transformed, altered, processed, aggregated, correlated or operated on by Motorola, its vendors or other data sources and data that has been manipulated or retrieved using Motorola know-how to produce value-added content to data consumers, including customers or citizens which is made available to Customer with the Solution and Services. "Specifications" means the functionality and performance requirements that are described in the Technical and Implementation Documents. "SUA" means Motorola's Software Upgrade Agreement program. "Subsystem" means a major part of the System that performs specific functions or operations. Subsystems are described in the Technical and Implementation Documents. "System" means the Equipment, including incidental hardware and materials, Software, and design, installation and implementation services that are combined together into an integrated system; the System(s) is (are) described in the Technical and Implementation Documents. "System Acceptance" means the Acceptance Tests have been successfully completed. "System Data" means data created by, in connection with or in relation to Equipment or the performance of Services under this Agreement. "Warranty Period" for System Hardware, Software, or services related to system implementation means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Unless otherwise stated in the applicable Addendum, Warranty Period for other Services means ninety (90) days from performance of the Service. Section 3 SCOPE OF AGREEMENT AND TERM Lease Communications System and Services Agreement v.2.9.2021 3 3.1. SCOPE OF WORK. Motorola will provide, install and test the System(s), and perform its other contractual responsibilities to provide the Solution, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price or applicable subscription fees, Performance Schedule, or both, and will reflect the adjustment in a change order or Addendum. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the date of Final Project Acceptance or expiration of the Warranty Period, or completion of the Services, whichever occurs last. The term and the effective date of recurring Services will be set forth in the applicable Addendum. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the expiration date of the Agreement, Customer may order additional Equipment or Software, it it is then available. Each purchase order must refer to this Agreement, the expiration date of the Agreement, and must specify the pricing and delivery terms. The Parties agree that, notwithstanding expiration of the Agreement, the applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Additional or contrary terms in the purchase order will be inapplicable, unless signed by both parties. Title and risk of loss to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within thirty (30) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through the Motorola Solutions Customer Portal eCommerce Shop, and this Agreement will be the "Underlying Agreement" for those eCommerce transactions rather than the eCommerce Shop Terms and Conditions of Sale. eCommerce Shop registration and other information may be found at https:Uwww.motorolasolutions.com/en us/registration and the shop support telephone number is f(800j ft14-0 ,01. 3.5. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.6. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may include Open Source Software. 3.7. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order. 3.8. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a `Priced Options" exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software, Lease Communications System and Services Agreement v.2.9.2021 4 and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions. Section 4 SERVICES 4.1. If Customer desires and Motorola agrees to continue Services beyond the Term, Customer's issuance and Motorola's acceptance of a purchase order for Services will serve as an automatic extension of the Agreement for purposes of the continuing Services. Only the terms and conditions applicable to the performance of Services will apply to the extended Agreement. 4.2. During the Warranty Period, in addition to warranty services, Motorola will provide maintenance Services for the Equipment and support for the Motorola Software pursuant to the applicable maintenance and support Statements of Work. Support for the Motorola Software will be in accordance with Motorola's established Software Support Policy. Copies of the SwSP can be found at https.//www.motorolasolutions.com/content/dam/msi/secure/services/software policy.pdf and will be sent by mail, email or fax to Customer upon written request. Maintenance Services and support during the Warranty Period are included in the Contract Price. Unless already included in the Contract Price, if Customer wishes to purchase 1)additional maintenance or software support services during the Warranty Period; or 2) continue or expand maintenance, software support, installation, and/or SUA services after the Warranty Period, Motorola will provide the description of and pricing for such services in a separate proposal document. Unless otherwise agreed by the parties in writing, the terms and conditions in this Agreement applicable to maintenance, support, installation, and/or SUA Services, will be included in the Maintenance and Support Addendum, SUA Addendum, the applicable Statements of Work, and the proposal, (if applicable).These collective terms will govern the provision of such Services. To obtain any such additional Services, Customer will issue a purchase order referring to this Agreement and the separate proposal document. Omission of reference to this Agreement in 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 4.3. PROFESSIONAL AND SUBSCRIPTION SERVICES. If Customer purchases professional or subscription Services as part of the Solution, additional or different terms specific to such Service will be included in the applicable Addendum and will apply to those Services. Customer may purchase additional professional or subscription services by issuing a purchase order referencing this Agreement and Motorola's proposal for such additional services. 4.4. Any information in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer in providing Services under this Agreement or data viewed, accessed, will remain Motorola's property, will be deemed proprietary, Confidential Information. This Confidential Information will be promptly returned at Motorola's request. 4.5. TOOLS. All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of providing Services under this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Upon termination of the contract for any Lease Communications System and Services Agreement v.2.9.2021 5 reason, Customer shall return to Motorola all equipment delivered to Customer. 4.6. COVENANT NOT TO EMPLOY. During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering Services under this Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law. 4.7. CUSTOMER OBLIGATIONS. If the applicable Statement of Work or Addendum contains assumptions that affect the Services or Deliverables, Customer will verify that they are accurate and complete. Any information that Customer provides to Motorola concerning the Services or Deliverables will be accurate and complete in all material respects. Customer will make timely decisions and obtain any required management approvals that are reasonably necessary for Motorola to perform the Services and its other duties under this Agreement. Unless the Statement of Work states the contrary, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions and Customer-provided information, decisions and approvals described in this paragraph. 4.8. ASSUMPTIONS. If any assumptions or conditions contained in this Agreement, applicable Addenda or Statements of Work prove to be incorrect or if Customer's obligations are not performed, Motorola's ability to perform under this Agreement may be impacted and changes to the Contract Price, subscription fees, project schedule, Deliverables, or other changes may be necessary. 4.9. NON-PRECLUSION. If, as a result of the Services performed under this Agreement, Motorola recommends that Customer purchase products or other services, nothing in this Agreement 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 or other laws, regulations, or policies. 4.10. PROPRIETARY MATERIALS. Customer acknowledges that Motorola may use and/or provide Customer with access to Proprietary Materials and Derivative Proprietary Materials. The Proprietary Materials and the Derivative Proprietary Materials are the sole and exclusive property of Motorola and Motorola retains all right, title and interest in and to the Proprietary Materials and Derivative Proprietary Materials. 4.11. ADDITIONAL SERVICES. Any services performed by Motorola outside the scope of this Agreement at the direction of Customer will be considered to be additional Services which are subject to additional charges. Any agreement to perform additional Services will be reflected in a written and executed change order, Addendum or amendment to this Agreement. Section 5 PERFORMANCE SCHEDULE The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance. Section 6 CONTRACT PRICE, PAYMENT AND INVOICING 6.1. Customer affirms that a purchase order or notice to proceed is not required for contract performance or for subsequent years of service, if any, and that sufficient funds have been appropriated in accordance with applicable law. The Customer will pay all invoices as received from Motorola and any changes in scope will be subject to the change order process as described in this Agreement. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for payment in accordance with this Agreement. Lease Communications System and Services Agreement v.2.9.2021 6 6.2. CONTRACT PRICE. The Contract Price in U.S. dollars is $6,019,933.00 The Contract Price will be paid via the disbursement of the financing proceeds pursuant to the Equipment Lease-Purchase Agreement executed between the parties along with a down-payment of $2,000,000.00 to be paid via milestones included in Exhibit B. Motorola has priced the Services, Software, and Equipment as an integrated System. A change in Software or Equipment quantities, or Services, may affect the overall Contract Price, including discounts if applicable. Fees for professional, SUA, and/or subscription services which are not included in the Contract Price may be listed and invoiced according to the pricing pages of the proposal, Exhibit B, or the applicable Addendum. Invoices will be mailed or emailed to Customer pursuant to Section 6.4, Invoicing and Shipping Addresses. For Customer's reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1115800. 6.3. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the invoices. Unless otherwise stated in the Equipment Lease-Purchase Agreement, title and risk of loss to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices. 6.4. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address: Name: Dewayne Rose Address: 205 S Redding St, West Memphis, AR 72301 Phone: 901-647-2132 E-INVOICE.To receive invoices via email: Customer Account Number: Customer Accounts Payable Email: tperryrdwestmemphisar.gov Customer CC(optional) Email: The address which is the ultimate destination where the Equipment will be delivered to Customer is: Name: City of West Memphis, AR Address: 205 S Redding St, West Memphis, AR 72301 The Equipment will be shipped to the Customer at the following address (insert if this information is known): Name: City of West Memphis, AR Address: 205 S Redding St, West Memphis, AR 72301 Phone: 870-702-5159 Customer may change this information by giving written notice to Motorola. Section 7 SITES AND SITE CONDITIONS 7.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and mounting locations; and access to the worksites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist Customer in the local building permit process. 7.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate: physical space; air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interlacing networking capabilities), all for the installation, Lease Communications System and Services Agreement v.2.9 2021 use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any apparent deficiencies or non-conformities with the requirements of this Section. 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. 7.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order. Section B TRAINING Any training to be provided by Motorola to Customer will be described in the applicable Statement of Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover these additional costs. Section 9 SYSTEM ACCEPTANCE 9.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 9.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the 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 System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. 9.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 9.4. FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate (Exhibit D) and the Equipment Lease Purchase Agreement Delivery and Acceptance Certificate (Exhibit E). Section 10 REPRESENTATIONS AND WARRANTIES Lease Communications System and Services Agreement v.2.9.2021 6 10.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration outside the Specifications. 10.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes beyond Motorola's control, this warranty expires eighteen (18) months after the shipment of the Equipment. 10.3. SOFTWARE WARRANTY. Except as described in the SwSP and unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Software in accordance with the warranty terms set forth in the Software License Agreement and the provisions of this Section that are applicable to the Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes beyond Motorola's control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. Nothing in this Warranty provision is intended to conflict or modify the Software Support Policy. In the event of an ambiguity or conflict between the Software Warranty and Software Support Policy, the Software Support Policy governs. 10.4. EXCLUSIONS TO EQUIPMENT AND SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear. 10.5. SERVICE WARRANTY. During the Warranty Period, Motorola warrants that the Services will be provided in a good and workmanlike manner and will conform in all material respects to the applicable Statement of Work. Services will be tree of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. Customer acknowledges that the Deliverables may contain recommendations, suggestions or advice from Motorola to Customer (collectively, "recommendations"). Motorola makes no warranties concerning those recommendations, and Customer alone accepts responsibility for choosing whether and how to implement the recommendations and the results to be realized from implementing them. 10.6. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid Equipment or Software warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. These actions will be the full extent of Motorola's liability for the warranty claim. In the event of a valid Services warranty claim, 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. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's then current Lease Communications System and Services Agreement v.2.9.2021 9 labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola. 10.7. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System or Services for commercial, industrial, or governmental use only, and are not assignable or transferable. 10.8. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. Section 11 DELAYS 11.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule or applicable Addenda for a time period that is reasonable under the circumstances. 11.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan. Section 12 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement (a "Dispute"). 12.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State in which the System is installed. 12.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation. 12.3. MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party ("Notice of Mediation"). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that 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. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. • Lease Communications System and Services Agreement v.2.9.2021 10 12.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement. 12.5. CONFIDENTIALITY. All communications pursuant to subsections 12.2 and 12.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. Section 13 DEFAULT AND TERMINATION 13.1. DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately alter receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. 13.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 13.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement. In the event of termination for default,the defaulting Party will promptly return to the non- defaulting Party any of its Confidential Information. If Customer is the non-defaulting Party, terminates this Agreement as permitted by this Section, and completes the System through a third Party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price. Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges. In the event Customer elects to terminate this Agreement for any reason other than default, Customer shall pay Motorola for the conforming Equipment and/or Software delivered and all services performed. Section 14 INDEMNIFICATION 14.1. GENERAL INDEMNITY BY Motorola. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notice of any claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This Section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 14.2. GENERAL INDEMNITY BY CUSTOMER. To the extent allowed by Arkansas law, Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This Section sets forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way related to Customer's performance under this Agreement. Lease Communications System and Services Agreement v.2.9.2021 11 14.3. PATENT AND COPYRIGHT INFRINGEMENT. 14.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim"). Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Intringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola's obligation to defend, and subject to the same conditions, 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. 14.3.2 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 Motorola Product; (b) replace or modify the Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. 14.3.3 Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or(f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product. 14.3.4. This Section 14 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 14 are subject to and limited by the restrictions set forth in Section 15. Section 15 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or implementation and other one-time Services with respect to which losses or damages are claimed. With respect to all subscription or other ongoing Services and unless as otherwise provided under the applicable Addenda, Motorola's total liability will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Services preceding the incident giving rise to the claim. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS, INCONVENIENCE, LOSS OF USE, LOSS TIME, DATA, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR Lease Communications System and Services Agreement v.2.9.2021 12 THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. Section 16 CONFIDENTIALITY AND PROPRIETARY RIGHTS 16.1. CONFIDENTIAL INFORMATION. 16.1.1. Each party is a disclosing party ("Discloser') and a receiving party ("Recipient") under this Agreement. All Deliverables will be deemed to be Motorola's Confidential Information. During the term of this Agreement and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential Information to only those employees (including, but not limited to, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must be directly involved with the Confidential Information for the purpose and who are bound by confidentiality terms substantially similar to those in this Agreement; (iii) not copy, reproduce, reverse engineer, de-compile or disassemble any Confidential Information; (iv) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (v) 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 Agreement; and (vi) only use the Confidential Information as needed to fulfill this Agreement. 16.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can demonstrate by documentation (i) is now available or becomes available to the public without breach of this agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to such disclosure; or (v) is independently developed by Recipient without the use of any of Discloser's Confidential Information or any breach of this Agreement. 16.1.3. All Confidential Information remains the property of the Discloser and will not be copied or reproduced without the express written permission of the Discloser, except for copies that are absolutely necessary in order to fulfill this Agreement. Within ten (10) days of receipt of Discloser's written request, Recipient will return all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain one (1) archival copy of the Confidential Information that it may use only in case of a dispute concerning this Agreement. No license, express or implied, in the Confidential Information is granted other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. The Discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement. 16.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual properly. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not Lease Communications System and Services Agreement v.2.9.2021 13 apply to Open Source Software which is governed by the standard license of the copyright owner. 16.3 VOLUNTARY DISCLOSURE. Except as required to fulfill its obligations under this Agreement, Motorola will have no obligation to provide Customer with access to its Confidential Information and/or proprietary information. Under no circumstances will Motorola be required to provide any data related to cost and pricing. 16.4 DATA AND FEEDBACK. 16.4.1 To the extent permitted by law, Customer owns all right, title and interest in System Data created solely by it or its agents (hereafter, "Customer Data"), and grants to Motorola the right to use, host, cache, store, reproduce, copy, modify, combine, analyze, create derivatives from, communicate, transmit, publish, display, and distribute such Customer Data. 16.4.2 Motorola owns all right, title and interest in data resulting from System Data that is or has been transformed, altered, processed, aggregated, correlated or operated on (hereafter, "Derivative Data"). 16.4.3 Any Feedback given by Customer is and will be entirely voluntary and, even if designated as confidential, will not create any confidentiality obligation for Motorola. Motorola will be free to use, reproduce, license or otherwise distribute and exploit the Feedback without any obligation to Customer. Customer acknowledges that Motorola's receipt of the Feedback does not imply or create recognition by Motorola of either the novelty or originality of any idea. The parties further agree that all fixes, modifications and improvements made to Motorola products or services conceived of or made by Motorola that are based, either in whole or in part, on the Feedback are the exclusive property of Motorola and ail right, title and interest in and to such fixes, modifications or improvements to the Motorola product or service will vest solely in Motorola. Section 17 GENERAL 17.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within thirty (30) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth. 17.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 17.3. WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a Lease Communications System and Services Agreement v.2.9.2021 14 writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 17.4. SEVERABILITY. If a court of competent jurisdiction renders any pail of this Agreement invalid or unenforceable,that part will be severed and the remainder of this Agreement will continue in full force and effect. 17.5. 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. 17.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 17.7. 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 Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt. 17.8. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 17.9 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an evolving technological area and therefore, laws and regulations regarding Services and use of Solution may change. Changes to existing Services or the Solution required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services. 17.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 17.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. If applicable to the type of System purchased by Customer, Motorola will provide Customer with Administrative User Credentials. Customer agrees to only grant access to the Administrative User Credentials to those personnel with the training and experience to correctly use them. Customer is responsible for protecting Administrative User Credentials from Lease Communications System and Services Agreement v.2.9.2021 15 disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer may be asked to provide valid Administrative User Credentials when in contact with Motorola System support personnel. Customer understands that changes made as the Administrative User can significantly impact the performance of the System. Customer agrees that it will be solely responsible for any negative impact on the System or its users by any such changes. System issues occurring as a result of changes made using the Administrative User Credentials may impact Motorola's ability to perform Services or other obligations under the Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will he entitled to bill Customer and Customer will pay Motorola on a time and materials basis for resolving the issue. 17.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.5 (Motorola Software); Section 3.6 (Non-Motorola Software); if any payment obligations exist, Sections 6.2 and 6.3 (Contract Price and Invoicing and Payment); Subsection 10.8 (Disclaimer of Implied Warranties); Section 12 (Disputes); Section 15 (Limitation of Liability); and Section 16 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 17. 17.13. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement 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 shall 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, including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. 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 or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. The Parties hereby enter into this Agreement as of the Effective Date. Motorola Solutions, Inc. Customer !'� By: By)( CJ by L / Name: Name: n 49 'e L Nei✓011m Title: Title: / 74781 Date: Date: 63/4/Nn'2- Lease Communications System and Services Agreement v.2.9.2021 16 Exhibit A MOTOROLA SOFTWARE LICENSE AGREEMENT This Exhibit A Motorola Software License Agreement ("Agreement") is between Motorola Solutions, Inc., ("Motorola"), and ("Licensee"). For good and valuable consideration,the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 "Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4 "Open Source Software License" means the terms or conditions under which the Open Source Software is licensed. 1.5 "Primary Agreement" means the agreement to which this exhibit is attached. 1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de- compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary software or products containing embedded or pre-loaded proprietary software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the proprietary software and affiliated documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non- exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any Lease Communications System and Services Agreement v.2.9.2021 17 rights to source code. 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; and (ii) identify the Open Source Software (or specify where that license may be found). 3.3 TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERSEDES THE SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back- up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or(ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4 Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor') may inspect Licensee's premises, books and records, upon reasonable Lease Communications System and Services Agreement v.2.9.2021 18 prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. Unless otherwise stated in the Primary Agreement, the commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a detect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error-free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. Notwithstanding, any warranty provided by a copyright owner in its standard license terms will flow through to Licensee for third party software provided by Motorola. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non-infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Lease Communications System and Services Agreement v.2.9.2021 19 Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than CPS and Motorola's FLASHport®software) which is embedded in or furnished for use With the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 Commercial Computer Software 9.1 This Section 9 only applies to U.S. Government end users. The Software, Documentation and updates are commercial items as that term is defined at 48 C.F.R. Part 2.101, consisting of "commercial computer software" and "computer software documentation" as such terms are defined in 48 C.F.R. Part 252.227-7014(a)(1) and 48 C.F.R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48 C.F.R. Part 227.7202, as applicable. Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227- 7015, 48 C.F.R. Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, the Software, Documentation and Updates are distributed and licensed to U.S. Government end users: (i) only as commercial items, and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions contained herein. 9.2 If Licensee is licensing Software for end use by the United States Government or a United States Government agency, Licensee may transfer such Software license, but only if: (i) Licensee transfers all copies of such Software and Documentation to such United States Government entity or interim transferee, and (ii) Licensee has first obtained from the transferee (if applicable) and ultimate end user an enforceable end user license agreement containing restrictions substantially identical to the ones contained in this Agreement. Except as stated in the foregoing, Licensee and any transferee(s) authorized by this subsection 9.2 may not otherwise use or transfer or make available any Motorola software to any third party nor permit any party to do so. Lease Communications System and Services Agreement v.2.9.2021 20 Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Section 13 GENERAL 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an evolving technological area and therefore, laws and regulations regarding Services and use of Solution may change. Changes to existing Services or the Solution required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services. 13.4. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 13.5. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. Lease Communications System and Services Agreement v.2.9.2021 21 13.6. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.7. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. 13.8. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter. 13.9. SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. Lease Communications System and Services Agreement v.2.9.2021 22 Exhibit B For Lease Purchase financed through Motorola, please refer to the payment schedule included in the Equipment Lease-Purchase Agreement Payment Schedule for Down-Payment of Equipment Lease-Purchase Agreement Except for a payment that is due on the Elective Date, Customer will make payments to Motorola within thirty(30) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S.financial institution. If Customer has purchased additional Professional or Subscription services, payment will be in accordance with the applicable addenda. Payment for the System purchase will be in accordance with the following milestones. Contract Price $6,019,933.00 Paid via ARP Funding 2,000,000 Milestones See Schedule 5 Yrs, Paid Lease 4,019,933 Annually 5755,700.41 ARP Funding Lease Description Milestone 2/15/2022 500,000 - Execution 25% tbd 1,000,000 - Shipment 50% tbd 200,000 - Installation 10% System tbd 200,000 - Optimization 10% Final tbd 100,000 - Acceptance 5% Annual Lease 2/15/2023 755,700 Payment Annual Lease 2/15/2024 755,700 Payment Annual Lease 2/15/2025 755,700 Payment Annual Lease 2/15/2026 755,700 Payment Annual Lease 2/15/2027 755,700 Payment 2,000,000 3,778,502 5,778,502 Lease Communications System and Services Agreement v.2.9.2021 23 1. 25%of the Down-Payment Price due upon contract execution(due upon effective date); 2. 50%of the Down-Payment Price due upon shipment of equipment from Staging; 3. 10%of the Down-Payment Price due upon installation of equipment;and 4. 10%of the Down-Payment Price due on Optimization. 5. 5%of the Down Payment Price due on Optimazation. If Subscribers are purchased, 100%of the Subscriber Contract Price will be invoiced upon shipment(as shipped). Motorola shall make partial shipments of equipment and will request payment upon shipment of such equipment. In addition, Motorola shall invoice for installations completed on a site-by-site basis or when professional services are completed, when applicable. The value of the equipment shipped/services performed will be determined by the value shipped/services performed as a percentage of the total milestone value. Unless otherwise specified, contract discounts are based upon all items proposed and overall system package. For invoicing purposes only, discounts will be applied proportionately to the FNE and Subscriber equipment values to total contract price. Overdue invoices will bear simple interest at the maximum allowable rate by state law. Customer may pay the balance of the lease at any time during the term without penalty. If Customer has purchased additional Professional or Subscription services, payment will be in accordance with the applicable Addenda. For Lifecycle Support Plan and Subscription Based Services: Motorola will invoice Customer annually in advance of each year of the plan, or as otherwise stated in the applicable addenda. The chart below outlines the hourly labor rates for Motorola System Integration resources to be used. The staffing requirements shall be multiplied by the appropriate rate per resource in the table below. The hourly labor rates are Lease Communications System and Services Agreement v.2.9.2021 24 fully burdened. The hourly rates per resource type and level are listed in Table 1. Resource Types Project System System Project Levels Management Engineering Technologist Administration 4 $ 290.00 $ 30000 $ 28000 $ 20000 3 $ 240.00 $ 25000 $ 240.00 $ 180.00 2 $ 220.00 $ 22000 $ 22030 $ 170.00 1 $ 190.00 $ 210.00 $ 210.00 $ 160.00 Table 1 -Hourly Rates These rates apply to ordinary days and times (Monday to Friday during the hours Barn to 5pm). Additional surcharges may apply to work done outside these timeframes. The minimum charge for any resource will be 4 hours. Travel expenses are not included in these rates and may be charged separately. The qualifications of each type and level of resource are defined in the tables found at httpsilwww.motorolasolutions.cornicootentdaMmsiisecureiservlc©silabor-rates-exhibit-1604oi3 pdr.. All Motorola System Integration personnel assigned to this project will be classified according these levels. Project Administrative roles are varied and their specific duties and qualifications will be determined by the complexity and requirements of each project. EXHIBIT D System Acceptance Certificate Customer Name: Project Name: This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that: 1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed. 2. The System is accepted. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Lease Communications System and Services Agreement v.2.9.2021 25 Title: Title: Date: Date: FINAL PROJECT ACCEPTANCE: Motorola has provided and Customer has received all deliverables, and Motorola has performed all other work required for Final Project Acceptance. Customer Representative: Motorola Representative: Signature: _ Signature: Print Name: Print Name: Title: _ Title: Date: Date: Lease Communications System and Services Agreement v.2.9.2021 26 Exhibit E EQUIPMENT LEASE PURCHASE AGREEMENT DELIVERY AND ACCEPTANCE CERTIFICATE The undersigned Lessee hereby acknowledges receipt of the Equipment described below ("Equipment") and Lessee hereby accepts the Equipment after full inspection thereof as satisfactory for all purposes of lease Schedule A to the Equipment Lease Purchase Agreement executed by Lessee (Customer) and Lessor. Equipment Lease Purchase Agreement No.: Lease Schedule A No. : EQUIPMENT INFORMATION QUANTITY MODEL NUMBER EQUIPMENT DESCRIPTION See schedule A See schedule A Equipment referenced in lease Schedule A; proposal (proposal for all (proposal for all dated November 04, 2022. See Schedule A for a quantities). model numbers). detailed Equipment List. LESSEE/CUSTOMER:, ye � s +� {By: ptAO • Title: /yfai l Date: (( Please complete this form and send a copy via US mail or email to: Motorola Solutions Credit Company LLC Attn: Bill Stancik, Finance Manager 1500 W. Monroe, 44th Floor I Chicago, IL 60661 Lease Communications System and Services Agreement v.2.9.2021 27 Email: bill.stancik@motorolasolutions.com Telephone: (847) 538-453 RECENECI try Lease Communications System and Services Agreement v.2.92021 28 Ai • • ,NG Po? ri Pickeng . B • 75 '� May 25,2021 Ms.Amanda Hicks City Engineer/Public Works Director P.O.Box 1728 West Memphis,AR 72301 Re: Proposal for Civil Engineering Services Walkable West Memphis Phase I West Memphis,Arkansas Via e-mail:ahicks@citywm.com Ms.Hicks: Pickering Firm,Inc.,herein known as Pickering(the"Consultant"),is pleased to submit this Scope of Work and Fee Proposal to the City of West Memphis(the"Client"), for providing Professional Engineering services for the development of the referenced project. Our scope of services,schedule,and fee are shown below. The Client has applied for an Arkansas Transportation Alternatives Program(TAP)grant for the repair, replacement,and construction of sidewalks and accessible crossings in various locations connecting schools,trails,and youth facilities along various public streets. The intent of this project is to provide sidewalk and accessible crossings in the areas defined. The specific areas are defined as Site 1 and Site 2 in the grant application and can be seen on the attached exhibit included in the grant application. Sections of public streets with proposed sidewalk work include Redding Drive from Broadway Avenue to Ten Mile Bayou(approximately 3,900 linear feet);Gibson Avenue from Redding Drive to Roosevelt Avenue (approximately 1,600 linear feet);South 25i'Street from Broadway Avenue to East Jackson Avenue (approximately 2,400 linear feet);and South L.Henry Street from Jackson Heights to South Walker Street (approximately 2,500 linear feet)for a total of approximately 10,400 linear feet of street. The work needed in on each segment varies and is shown on the attached exhibit referred to earlier. All design documents will be in accordance with Arkansas Department of Transportation(ARDOT) standards and specifications,and all required TAP procedures will be followed for the development of this project. A detailed scope of services follows: SCOPE OF SERVICES Task 1-Field Surveys Topographic and boundary survey work is not included in the scope of services. Property information and proof of existing right-of-way will be provided by the Client. Pickering will use information available and provided such as property information,aerial lidar,aerial photography,and GIS data to develop plans for use in construction. Pickering will visit the site and hand measure items that could impact construction,locate it on the plans as accurately as possible,and include general notations for the successful contractor to provide field verification of noted items and others that will impact construction. This will require more coordination with the contractor and filed adjustments since survey data will not be available. If during the design process,particular areas need detailed survey for design or if ARDOT Facility Design • Civil Engineering • Surveying • Transportatton • Natural/Water Resources 317 South Church Street•Jonesboro,AR 72401 • Phone:870.336.0117•www.pickeringfirm.com Ms.Amanda Hicks Walkable West Memphis Phase I May 25,2021 P:.2e 2 of 4 requests specific information,surveying services will be provided to us by the Client or will be considered additional services and a fee will be negotiated. Task 2—Civil Designs Pickering will prepare construction plans and specifications for the improvements for Walkable West Memphis Phase I. Improvements will follow and be based on the attached exhibit for the required improvement. 1. Project submittals will be in accordance with the ARDOT plan development guidelines and TAP program procedures. Submittals will include a 30%,60%, 90%for review and comment,and a final set of plans and bid documents for bidding purposes. 2. All plans will be in accordance with ARDOT standard plan format to facilitate review and approval by the ARDOT. This is inclusive of front-end sheets,pay item numbers,etc. 3. Sidewalk design plans will be standard plan sheets one inch equals 20 feet(horizontal). Since no survey is included vertical control and design will not be included. The sidewalk plans will contain sufficient notes,details and special designs to obtain competitive bids and construct the project. 4. Pickering will prepare designs for adjustments of all existing sanitary sewer manholes/structures located within the project area. Any new sanitary sewer piping to be added,extended,or adjusted in the area will be designed by others and are not included. 5. Pickering will prepare traffic control plans for advanced warning and in areas sidewalk project intersects public streets. 6. Pickering will prepare permanent signage and permanent pavement marking plans for the project. 7. Pickering will prepare plans,including notes and details,for erosion control during construction. Pickering will prepare a Storm Water Pollution Prevention Plan for submittal and approval by ADEQ if required. Submittal of the permits and all associated permit fees will be coordinated and paid by the Client. S. ARDOT details and technical specifications will be used for plan production. 9. Front end contract documentation will be provided by the City of West Memphis. 10. After all reviews have been completed and comments addressed,Pickering will provide a hard copy and electronic copy of the final set of bid documents to the Client for advertising and bidding purposes. Pickering is not responsible for reproduction costs associated with the bidding process. If it is required,costs for printing will be invoiced as a reimbursable expense. Note: Since the scope for bidding and construction administration assistance is unclear,they are excluded from this proposal. If those services are required at a later date,a scope can be determined and fees negotiated at that time. • Ms.Amanda Hicks Walkable West Memphis Phase I May 25,2021 Page 3 of 4 PROPOSED PROJECT SCHEDULE Pickering will begin work as soon as the notice to proceed is received. Completion dates are flexible and will be coordinated with the Client and grant requirements to make every effort the project is not delayed and funds are obligated in a timely manner. COMPENSATION We will invoice you monthly for work done based on actual work completed.We propose to complete the work in the scope of basic services with the fee basis noted below plus customer reimbursable expenses. Reimbursable items will be billed at actual cost plus 15%for expenses. Field Surveys(Task 1)—Not Included in Scope Trail Design(Task 2) $52,000.00 Lump Sum Fee ADDITIONAL SERVICES In the event you request additional services over and above the subject scope of work,we will perform said adC:ional services on the basis of a negotiated lump sum fee agreed to by both of us,or on the basis of our standard hourly rates plus reimbursable expenses. Items specifically excluded: • Topographic and boundary surveys • Trail lighting design • Bidding and construction Administration services • Design of sanitary sewer or other utilities improvements or adjustments • Landscaping plans and landscape irrigation plans are not included • No wetlands delineation or location is included in this proposal • Traffic analysis or studies are excluded • Signal modification designs for the existing signals are excluded Please do not hesitate to give me a call at(870)336-0117 if you have any questions or need any additional information. Sincerely, PICKERING FIRM INCORPORATED /�, ✓ _ //�ir,- Michael L. Foster, P.E. Principal Owner Ms.Amanda Hicks Walkable West Memphis Phase I May 25,2021 Page 4 of 4 Enclosures: Pedestrian Project Map General Provisions Standard Professional Services Fees AUTHORIZATION quota uotacly �"�-�"� DATE Client,please sign and return this letter to the attention of the writer. This will serve as our authorization for our records. 1\PBOPOSALAEonEXKm OF WEST MEMPHIS MY.SIYEWAL STATWALMBLE WEST MEMPHIS PHASE I.000I 0 0.05 0.1 0.2 Miles West Memphis 5 0.05 0.1 0.2 Miles , fhrtjtian I I t I I I I I I N Lk A ck WorMer Westin Elem.1k�k'��\\ Jr. High High Elem. ' t k 1 ^ fi Ekm�. II � . ¢ St Mkael's St Church Michael's - � �44 ry dhoolIRJackson Gke b ck I i4k Esn,HERE,Garmin,INCREMENT P,USGS. Esri,HERE,Garmin,INCREMENT P.USGS,METI/ ,., West Memphis METI/NASA,EPA,ySDA NASA,EPA,USDA Site 1: Bragg Elementary Site 2: Jackson Wonder Legend ek ADA ramps Sidewalks i i State Aid Corridor(pending) Existing OK Park - New School — Repair/Replace Existing GENERAL PROVISIONS Attached to and made part of LETTER AGREEMENT dated March 25,2021 between the City of West Memphis (CLIENT) and Pickering Firm,Inc.(ENGINEER)in respect of the project(PROJECT)described therein. SECTION 1. n!IENTSRESPONSIBILITIES connection with the PROJECT,long distance calls,overnight mail,telecopies,and fees paid for testing and/or for securing 1.1 CLIENT shall designate a person to act with authority on approval of authorities having jurisdiction overthe PROJECT. CLIENT'S behalf in respect to all aspects of the PROJECT, shall • Expense of printing, reproduction, postage, and handling of examine and respond promptly to ENGINEER'S submissions, and drawings,specifications,and reports including duplicate sets shall give prompt written notice to ENGINEER whenever he observes at the completion of each phase of the client's review and or otherwise becomes aware of any defect in the PROJECT. The approval. person Csignated by the CLIENT shall be Amanda Hicks. • Expense ofsubconsultants and specialists when authorized by the CLIENT. 1.2 CLIENT shall also provide to the ENGINEER all objectives, constraints and criteria, and information as to the design and SECTION 3. PAYMENTS TO THE ENGINEER technical requirements for and scope of the PROJECT,and shall: 3.1 Progress payments shall be made in proportion to services • Guarantee access to and make all provisions for ENGINEER to rendered and as indicated within this AGREEMENT and shall be due enter upon public and private property as necessary to and owing upon receipt of the ENGINEER'S submittal of his invoice. A accomplish the work, fee of 1- 1/2%of the invoiced amount will be charged for each month • Provide such legal, accounting, independent cost or portion thereof that payment is late;payment when received will estimating, and insurance counseling services as may be be applied first to this fee and then to the original invoiced amount. required for the PROJECT. Initial payment or retainage will be credited to the ENGINEER'S last • Establish and periodically update the budget for the invoice for services. PROJECT including maintenance of reasonable contingencies for the design, procurement, and 32 The CLIENT shall contact the ENGINEER'S Project Manager construction phases. within five (5) working days of receipt of the invoice to clarify any • Provide current site survey and geotechnical and disputed issues concerning the invoice. Payment of non-disputed environmental studies and reports, and construction items shall not be withheld. Failure to contact the ENGINEER'S Project material testing as may be required for the PROJECT. Manager within five(5)working days shall constitute confirmation that • Cause CLIENT'S separate cor.ultants and/or contractors to the invoice is acceptable to the CLIENT and duly payable in full. coordinate their services with the services provided by the ENGINEER. ENGINEER shall be entitled to rely on the accuracy and completeness of services and Information 3.3 If the CLIENT fails to make payments due the ENGINEER,the furnished by the CLIENT and the CLIENT'S consultants. ENGINEER may,after giving seven(7) days written notice to CLIENT, ENGINEER shall have no responsibility for the technical suspend services under this AGREEMENT,and retain all work products content of CLIENT'S or CLIENT'S services and information deliverable to the CLIENT until payment is made. ENGINEER shall have but shall notify CLIENT if ENGINEER becomes aware of any no liability to the CLIENT for delay or damage caused to the CLIENT error, omission or inconsistency in such services or because of such suspension of services The ENGINEER'S fees and time information. schedule for remaining services shall be equitably adjusted.The project • Furnish approvals and permits from all governmental completion date shall be extended no less than the number of days authorities having jurisdiction over the PROJECT. services are suspended. • Provide the ENGINEER with escorts and means of access to all areas;this being necessary for the orderly progress of 34 Invoices which remain unpaid sixty(60)days from the date of the work,the ENGINEER shall be entitled to rely upon the the invoice may result in the cessation of_II work on the PROJECT.If efficiency and completeness thereof. payment has not been received after ninety(90)days from the date of • Compensate the ENGINEER for services rendered undertl... invoice,a stop work order will be issued.The CLIENT will be liable for AGREEMENT and pay all cost incident to CLIENT furnished all reasonable collection costs and attorneys'fees.The CLIENT will be items. given a written notice seven(7)days before work isstopped. SECTION 2. REIMBURSABLEEILPENSES 35 No deductions shall be made from the ENGINEER'S 2.1 Reimbursable expenses include actual expenditures compensation because of penalties,liquidated damages,or other sums his emplo ees,or his subcansultants in the withheld from payments to Contractors nor for disputes with regard to made by the ENGINEER, Y ENGINEER'S services. interest of the PROJECT. Reimbursable expenses include but are not limited to the following: • Expenses of transportation and living when traveling in PICKERING FIRM,INC I PAGE 1 I Revised 07/18 3.6 If the PROJECT is delayed or if the ENGINEER'S services for SECTION 8. GOVERNING LAW the PROJECT are delayed or suspended for morethan three months for reasons beyond the ENGINEER'S control, the ENGINEER may, 8.1 This AGREEMENT shall be governed by Arkansas law. after giving seven days written notice to the CLIENT,terminate this AGREEMENT,and the CLIENT shall compensate the ENGINEER in SECTION 9. GENERAL accordance with the termination provision contained in the AGREEMENT. 9.1 The engineering services under this AGREEMENT will be performed in accordance with professional skill and care ordinarily .7 A sample invoice is attached.Without comments to the provided by engineers practicing in the same or similar locality contrary, CLIENT agrees that the format and content of the invoice under the same or similar circumstances("Standard of Care").The are satisfactory for payment. ENGINEER shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the SECTION4. OWNERSHIP OF DOCUMENTS PROJECT. Notwithstanding any other representations made elsewhere in this Agreement or in the execution of the Project,this 4.1 It is underb.aod by and between the parties that all Standard of Care shall not be modified. ENGINEER makes no drawings,specifications and other work products of the ENGINEER warranties or guarantees either expressed or implied. for this project shall remain the property of the ENGINEER, are instruments of service for the PROJECT only,and shall apply only to 32 Any opinion of construction cost prepared by the this particular properly. Upon payment for services rendered, ENGINEER represents ENGINEER'Sjudgment as a design professional ENGINEER grants CLIENT a license to use instruments of and is sonplied for the general guidance of the CLIENT. The ENGINEER'S professional service for the purpose of constructing, ENGINEER has no control over the cost of labor and material,or over occupying,or maintaining the Project.The CLIENT shall not reuse competitive bidding or market conditions.The ENGINEER does not any of the instruments of service of the ENGINEER for extensions of guarantee,warranty or represent as accurate such opinions. this PROJECT or for any other project without the written permission of the ENGINEER. Any reuse or adaptation of the 93 The point of contact for the ENGINEER will be Michael Foster. ENGINEER'S instruments of service on other projects shall entitle ENGINEER to additional compensation in an amount to be agreed 94 As a condition precedent to any legal proceedings,all claims, upon by the CLIENT and ENGINEER. disputes,controversies or matters in question arising out of,or relating to the AGREEMENT or any breach thereof including,but not limited to, SECTIONS. DELEGATION OF DUTIES disputes arising out of alleged design defects, breaches of contract, error omissions, or acts of professional negligence (collectively 5.1 Neither the CLIENT nor the ENGINEER shall delegate his "disputes")shall be submitted to mediation before and as a condition duties under this AGREEMENT without the written consent of the other, precedent to any other remedy.Upon written request by either party to this AGREEMENT for mediation of any dispute, ENGINEER shall select by mutual agreement,a neutral mediator.Such SECTION 6. TERMINATION selection shall be made within ten (10)calendar days of the date of 6.1 This AGREEMENT may be terminated by either party by receipt by the other party of the written request for mediation.In the event of failure to reach such agreement or in any instance when the seven days written notice in the event of substantial failure to selected mediator is unable or unwilling to serve and a replacement perform in accordance with the terms of this AGREEMENT by the mediator cannot be agreed upon by CLIENT and ENGINEER within ten other party through no fault of the terminating party. If this AGREEMENT is terminated,the ENGINEER shall be paid for services (10) calendar days, a mediator shall be chosen as specified in the performed to the'-rmination notice date including reimbursable Construction Industry Mediation Rules of the American Arbitration Association then in effect. expenses due plus termination expenses. Termination expenses Notwithstanding any other provisions of this Article, in no are derived as reimbursable expenses directly attributable to event shall a demand for mediation be made more than two(2)years termination, plus 15% of the total compensation earned to the from the date the party making demand knew or should have known time of termination to account for ENGINEER'S re-scheduling years from the date of the substantial adjustments, reassignment of personnel and related costs incurred of the dispute or six (6) completion of ENGINEER'S participation in the PROJECT whichever due totermination. date shall occurearlier. All mediation shall take place in the county designated by SECTION 7. EXTENT OF AGREEMENT ENGINEER unless ENGINEER and CLIENT agree otherwise.The fees of the mediator(s)shall be apportioned equally between the parties. 7.1 This AGREEMENT represents the entire and integrated AGREEMENT between the CLIENT and the ENGINEER and supersedes 95 Neither party shall hold the other responsible for damages all prior negotiations,representations,or agreements either written or delay in performance caused by ads of God, strikes, lockouts, or oral. This AGREEMENT may be amended only by written accidents, or other events beyond the control of the other or the instrument signed by the CLIENT and theENGINEER. others employees and agents. PICKERING FIRM,INC I PAGE 2 Revised 07/18 9.6 In the event any provisions of this AGREEMENT shall be 10.5 If this PROJECT concerns the identification and/or removal held to be invalid and unenforceable,the remaining provisions shall of hazardous materials,CLIENT specifically agrees to indemnify and be valid and binding upon the parties. One or more waivers by hold harmless ENGINEER from any and all claims, liabilities or either party of any provision,term,condition or covenant shall not damages of whatsoever nature and whatsoever character, be construed by the other party as a waiver of a subsequent breach including attorneys' fees, related to any claim for existence of of the same by the other party. hazardous materials contamination including but not limited to personal injury or wrongful death associated with hazardous 9.7 The ENGINEER has no control over, charge of, or materials in regard to this PROJECT to the extent permitted by responsibility for construction. CLIENT shall retain a qualified Arkansas law and not otherwise prohibited by Arkansas Statutes or Contractor(s), licensed in the jurisdiction of the PROJECT to the Constitution of the State of Arkansas. implement the construction of the PROJECT. The ENGINEER has not been retained or compensated,nor is the ENGINEER responsible SECTION 11. INSURANCE to provide,design and construction review services relating to any safety precautions or means, methods,techniques,sequences,or 11.1 The ENGINEER shall acquire and maintain statutory procedures performed by any Contractor or vendor in connection workmen's compensation insurance coverage,employer's liability, with the engineering service provided hereunder. and comprehensive general liability insurance coverage where reasonably wmmerciallyavailable. SECTION 10. INDEMNITY 11.2 The ENGINEER shall maintain professional liability insurance 10.1 Should the ENGINEER become involved in litigation as a coverage where reasonably commerciallyavailable. result of his performance of work for the CLIENT under this contract, the CLIENT agrees to defend and hold harmless the 11.3 CLIENT agrees to require any contractor working on the ENGINEER to the extent permitted by Arkansas law and not otherwise PROJECT to provide CLIENT and ENGINEER with Commercial prohibited by Arkansas Statutes or the Constidtion of the State of General Liability Insurance which names both CLIENT AND Arkansas in such litigation provided the ENGINEER has not been ENGINEER as additional insured for their interests on the PROJECT negligent or hasfoundto beat fault in such litigation. as they may exist. Said insurance shall be primary to any other insurance°tiering the same or similar coverage and this shall be 10.2 If any claim is brought against either CLIENT or ENGINEER reflected on the certificate of insurance.Proof of such insurance in by any third party,relating in whole or in part to the negligence of the form of a standard Accord certificate shall be sent to CLIENT and CLIENT or ENGINEER each party shall indemnify the other cgainst ENGINEER prior to commencement of construction. any loss or judgment, including attorneys'fees and costs, to the proportionate extent that such loss or expense is caused by that party's negligence.CLIENT will indemnify to the extent permitted by nsas law and not otherwise prohibited by Arkansas Statutes or the Constitution of the State of Arkansas. 10.3 Limitation of Liability. For each PROJECT, CLIENT and ENGINEER agree tnat,to the fullest extent permitted by law,the total aggregate liability of ENGINEER its employees, agents and subcontractors, for claims of loss, injury, death, damage or expense,including claims under Section 10.2,shall not exceed the total sum of $50,000.00 or the fee set forth in the Work Authorizations, whichever is lesser, for any claims arising out of ENGINEER'S services under this contract irrespective of the cause of action plead. Such causes include, but are not limited to, ENGINEER'S negligence errors, omissions, breach of contract, breach of warranty, strict liability, negligent misrepresentation, statutory liability, or other acts giving rise to liability based upon contract,tort,or statute.This provision takes precedence over any conflicting provisions of thisAGREEMENT. 10.3 CLIENT acknowledges that the ENGINEER is a business entity and agrees that any claim made by the CLIENT arising out of any act or omission of any member, owner, partner, manager, director, officer, or employee of the business entity in the execution or performance of this Agreement shall be made solely against the business entity and not against any individual or group of individuals in any capacity. PICKERING FIRM,INC PAGE 3 Revised 07/18 r Pickering Service and Good Work... Our Foundation,Our Future Since 1946 STANDARD PROFESSIONAL SERVICES FEES JANUARY 1, 2021 Classification Hourly Fee 1. Principal/Project Director 220.00 2. Senior Project Manager 200.00 3. Project Manager/Senior Architect/Senior Engineer 190.00 4. Architect/Engineer 155.00 5. Senior Designer 140.00 6. Survey Manager 140.00 7. Geologist 125.00 8. Professional Intern 125.00 9. Project Surveyor 125.00 10. OAS(Drone)/Seafloor Systems RCV(HyDrone)Pilot 125.00 11. Senior Scientist 115.00 12. Senior Technician 115.00 13. Technician/Inspector/Project Coordinator 100.00 14. Scientist 100.00 15. Survey Team(2-person),Including Conventional Equipment* 160.00 16. Survey Team(3-person),Including Conventional Equipment* 195.00 17. Survey Team(4-person),Including Conventional Equipment* 230.00 *NOTE: A Robotic Total Station may be substituted as a Survey Team member. For instance,if a Robotic Total Station is utilized on a 2-person survey Team then the client will be billed using a 3- person Survey Team Rate. 18. GPS Survey Team(1-person) 165.00 19. GPS Survey Team(2-person) 210.00 Facility Design • Civil Engineering • Surveying • Transportation • Natural/Water Resources 6363 Poplar Avenue,Suite 300•Memphis,TN 38119•Phone:901.726.0810•FAX 901.272.6911•www.pickeringfirm.com Page 2 of 2 20. Clerical 95.00 21. A minimum daily fee is charged for any one-time service of a project manager,senior architect or senior engineer($1,900),or architect/engineer($1,550). 22. A minimum of four(4)hours is charged for a survey team for any service occurrence. 23. A minimum of four(4)hours is charged for UAS(Drone)services. 24. A rate of twice the Standard Professional Services Fee is required for depositions,court proceedings and insurance investigations. 25. Overtime hourly rate is 1.5 times the regular hourly rate. 26. Construction Manager/Administrator/Supervisor/Inspector hourly rate varies from$100 to$150 depending on the level of expertise required and the frequency of the requirement for the specific individual. OTHER SERVICES 27. Mileage will be charged for all travel if destination is greater than 30-mile radius from office. 28. Other travel,meals,hotel/motel,and auto rental at 1.15 times the expense incurred. 29. Consultants will be charged at 1.15 times actual rates. 30. Printing,reproduction and express courier at 1.15 times cost. 31. Four-wheeler/All-Terrah vehicle(AN)Rate is$115.00 per day. 32. UAS(Drone)Servic:s Rate is$160 per hour. 33. Seafloor Systems(HyDrone)RCV Survey Boat Rate is$120 per hour. • EMILY SCARBROUGH 1609 Golf Course Cove,West Memphis,AR 72301 870.733.4113 ebscarbroughl@gmail.com SUMMARY Seasoned professional with 7+years experience as the Executive Director of the West Memphis Chamber of Commerce. Highly trustworthy, ethical and discreet with an expert ability to multi-task. Confident and poised with individuals at all levels and committed to superior customer service with excellent communication skills. Detail oriented with a passion for the continued success of the West Memphis Chamber and the West Memphis community. SKILLS & ABILITIES MANAGEMENT • Current operation supervisor of all aspects of daily Chamber business and staff duties. • Maintain excellent customer service relations with over 400 Chamber members. • Professionally manage all communication with new and current Chamber members • Create and maintain meeting agenda and program goals for our volunteer diplomats, several committees and the Board of Directors. • Maintain effective communication with and direction of Chamber staff, Diplomats and committee chairmen. • Manage contracts,general maintenance, accounting and financial repots for Chamber related entities including the Holmes Hammett Scholarship and the Fallen Officers Memorial. MARKETING • Strategically develop and market all Chamber services, events and programs via printed materials, social media and Chamber website. • Lead marketing classes for business associates, develop content design on company website and for various businesses as well as develop marketing plans for the Chamber and business members. • Developed new Chamber membership strategies to drive sales and attract potential businesses to the community. FINANCE • 14+years of bookkeeping experience including budget planning and commercial/non-profit financial reporting • Successfully operate Quickbooks Accounting Software to track income and expenses,budget forecasts and monthly accountant reports. • Setup accounting software, chart of accounts and continued tech support for Treemendous Landscaping and Main Street West Memphis LEADERSHIP • Maintain professional relationships in various areas of city and county government, local school systems and civic organizations as a liaison seeking professional and community engagement to ensure the Chamber's long-term viability. • Currently lead 9 sub-committees, a 30 person Board of Directors and 2 leadership programs to create connections,projects and initiatives to drive community efforts, investments in the local economy,while engaging civic responsibility and leadership development among peers. EXPERIENCE EXECUTIVE DIRECTOR / WEST MEMPHIS CHAMBER OF COMMERCE / 5.2018- CURRENT • Carry out all daily Chamber business, accounting, membership services, HR and marketing • Schedule and lead 2 leadership programs, committee meetings,Board meetings, Business After Hours and other various community events. • Engage and maintain professional associations with the City of West Memphis, Marion Chamber of Commerce, Main Street West Memphis,Rotary Club of West Memphis, Crittenden County Government,Arkansas State Legislature and Chamber of Commerce, Arkansas Economic Development & Chamber Executive Association, the Greater Memphis Chamber of Commerce, ASU Mid-South, West Memphis School District and various other community organizations. PUBLIC RELATIONS / WEST MEMPHIS CHAMBER OF COMMERCE /9.2017-5.2018 • Developed custom membership and marketing strategies to attract and retain members. • Coordinated leadership programs, enlisted sponsorships and business partners as well as created leadership curriculum. • Operated Chamber office, acted as secretary for 9 committees, a 30 person board of directors and various other meetings as needed. • Assisted Chamber director with financial reporting, collections, membership services,marketing and event planning as needed. DEPUTY ASSESSOR /CRITTENDEN COUNTY ASSESSOR'S OFFICE / 3.2016-9.2017 • Assessed residential, commercial and personal property for Crittenden County residents in accordance with local and state regulations. • Aided in annual business assessments including real and personal property. • Assisted in acquiring real estate forms for local and state departments. MEMBERSHIP COORDINATOR / WEST MEMPHIS CHAMBER OF COMMERCE / 8.2013-4.2015 • Developed new member packets and membership directories • Recruited new members, maintained membership services,website information and updates as well as procured event sponsorships. • Handled daily office duties including equipment contracting, bookkeeping, HR and customer service issues. EDUCATION Calvary Baptist Academy May,2004 • High School Diploma REFERENCES Kristy Skinner 870-735-2683 Shelby Moore 870-735-8700 Jack Poff,Jr. 870-733-6805 CEIVED 1(gf ay