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REV: 12-14-23 MI <br />COMMUNICATIONS PRODUCTS AGREEMENT <br />Motorola Solutions, Inc. (“Motorola”) and City of Redwood City (“Customer”) enter into <br />this “Agreement”, pursuant to which Customer will purchase and Motorola will sell the <br />Products, as described below. Motorola and Customer may be referred to individually as <br />a “Party” and collectively as the “Parties”. <br />WHEREAS, the Customer desires to purchase Communications Products; and <br />WHEREAS, Motorola desires to sell Communications Products to Customer; and <br />WHEREAS, Houston-Galveston Area Council (“H-GAC”), acting as the agent for <br />various local governmental entities who are “End Users” under interlocal agreements <br />(including the Customer) has solicited proposals for radio communications equipment and <br />conducted discussions with Motorola concerning its proposal and, where applicable, in <br />accordance with the competitive procurement procedures of Texas law; and <br />WHEREAS, H-GAC and Motorola entered into that certain Contract No. RA05-21 <br />executed on September 28, 2021, (the “H-GAC Contract”), which provided that End Users <br />may purchase communications and related equipment and services from Motorola <br />pursuant to certain terms contained therein; and <br />WHEREAS, pursuant to Special Provisions, Articles 2 and 6 of the H-GAC <br />Contract, Motorola and Customer now wish to enter into this Agreement to delineate the <br />specific terms of the purchase of communications and related equipment from Motorola <br />by the Customer. For good and valuable consideration, the Parties agree as follows: <br />Section 1 EXHIBITS <br />1.1. EXHIBITS. The exhibits listed below are incorporated into and made a part of this <br />Agreement. In interpreting this Agreement and resolving any ambiguities, the main body <br />of this Agreement takes precedence over the exhibits and any inconsistency between the <br />exhibits will be resolved in their listed order, except that Exhibit C shall prevail over this <br />entire Agreement in the event of a conflict. <br />Exhibit A Motorola “Software License Agreement” <br />Exhibit B Payment Schedule, as applicable <br />Exhibit B-1 Pricing dated 9/14/23 & 10/4/23 <br />Exhibit C H-GAC Contract No. RA05-21 <br />Section 2 DEFINITIONS <br />Capitalized terms used in this Agreement have the following meanings: <br />“Addendum (Addenda)” is the title of the document(s) containing a specific set of terms <br />and conditions applicable to a particular service or other offering beyond the <br />ATTY/AGR.2023.310/Motorola (Radios) (Page 1 of 62)