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26-R-115 Contract Motorola Solutions, Brinc for DFRRESOLUTION NO. 26-R-115 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING THE SCHERTZ POLICE DEPARTMENT TO ENTER INTO A CONTRACT WITH AND MOTOROLA SOLUTIONS, INC. AND BRINC FOR A DFR (DRONE AS FIRST RESPONDER) PILOT PROGRAM WITH A THREE YEAR OPTION TO EXTEND THE DFR PROGRAM. WHEREAS, the Schertz City Council finds it in the best interest of the citizens of the City of Schertz that the Motorola Solutions and BRINC DFR pilot program be accepted; and WHEREAS, the Schertz City Council designates the City Manager as the authorized official and is given the power to apply for, accept, reject, alter, or terminate the contract on behalf of the applicant agency; and WHEREAS, the Schertz City Council recognizes the Drone as First Responder (DFR) program is a modern public safety model unmanned aerial vehicles (UAVs) are pre -positioned in weatherproof docking stations across the city; and WHEREAS, the DFR program will assist City of Schertz public safety officials with instant, live situational awareness via real-time video streaming, allowing for safer, faster, and more informed decision making while addressing public safety that includes but not limited to crime, traffic safety, and quality of life issues. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the City Manager to accept, decline, modify, or cancel the Motorola Solutions Inc and BRINC DFR quote/contract as set forth in Exhibit A. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this ��day of 041,62-6. CITY OF SCHERTZ, TEXAS Ralph odriguez, May ATj�` f Sheila Edmonds n, City Secretary EXHIBIT A AGREEMENT MOTOROLA SOLUTIONS The design, technical Pricing, and other information ("Information") furnished with this submission is confidential proprietary information of Motorola Solutions, Inc. or the Motorola Solutions entity providing this quote �' Motorola") and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed public)yy or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola. MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. m 2020 Motorola Solutions, Inc. All rights reserved. MOrCROLA SOLUTIONS 07/21/2026 SCHERTZ POLICE DEPARTMENT 1400 SCHERTZ PARKWAY SCHERTZ, TX 78154 RE: Motorola Quote for Schertz PD, TX - BRINC Takeoff Dear Chieflames Lowery, QUOTE-3590019 We're excited to present the BRINC MSI Takeoff Program, built in partnership between BRINC and Motorola Solutions to give every public safety agency access to a reliable, cost-effective, and purpose-built air program. Too often, agencies are forced to choose between expensive aviation solutions or tools not designed for the realities of public safety work. The Takeoff Program changes that. Together with BRINC, we're making it simple for agencies to stand up Drone as First Responder(DFR) programs that: • Fit within real budgets with the first year at no cost • Rely on technology built for first responders, not adapted from consumer or inspection hardware • Integrate directly into existing Motorola systems like Command Central Software, radios and ALPR • Include full training and support so teams are mission -ready from day one We believe every community deserves the benefits of a DFR program —safer officers, lower response times, and better outcomes for the public. The Takeoff Program helps make that possible for every agency ready to deploy an air program. We are confident that Motorola Solutions' ongoing commitment to safety, innovation, and mission - critical performance, combined with BRINC's cutting -edge drone technology, will deliver significant value to your operations. This offer is subject to the attached Products Agreement and TAKEOFF Program Addendum, and expires 60 days from the date of this letter. Please let us know when we can schedule time to review this proposal in more detail. Thank you for your leadership and commitment to serving your community. We're honored to support you. Sincerely, David Redus Sr. Manager MQ'TC ORCLA SOLUTIONS Billing Address: SCHERTZ POLICE DEPARTMENT 1400 SCHERTZ PARKWAY SCHERTZ, TX 78154 US Shipping Address: SCHERTZ POLICE DEPARTMENT 1404 SCHERTZ PKWY BUILDING 6 SCHERTZ, TX 78154 US QUOTE-3590019 Schertz PD, TX - BRINC Takeoff Quote Date:07/21 /2026 Expiration Date:10/21/2026 Quote Created By: David Redus Sr. Manager david.redus@ motorolasolutions.com 727-365-8688 End Customer: SCHERTZ POLICE DEPARTMENT Chief James Lowery jlowery@schertz.com (817) 925-9686 Contract: 39000 - DIR-CPO-5433 PaymentTerms:30 NET Line Item Number Description Qty Term '-List Price Sale Price Ext. Sale Price 1 PSVOOS06104A RESPONDER SAFEGUARD 2 Included Included Included TAKEOFF LITE TRAINING 2 PSVOOS06103A RESPONDER SAFEGUARD 2 Included Included Included TAKEOFF LITE HW 3 DSBCRSGLITETO RESPONDER SAFEGUARD 2 $0.00 $0.00 $0.00 TAKEOFF LITE 4 SSVOOS06146A RESPONDER SAFEGUARD 2 1 YEAR Included Included Included LITE WARRANTY 5 SSVOOS06145A RESPONDER SAFEGUARD 2 1 YEAR Included Included Included LITE SOFTWARE 6 SSVOOS06171A RESPONDER SAFEGUARD 2 1 YEAR Included Included Included TAKEOFF LITE PROGRAM 7 SSVOOS06170A RESPONDER SAFEGUARD 2 1 YEAR $0.00 $0.00 $0.00 TAKEOFF LITE SUBSCRIPTION 8 SSVOOS06147A RESPONDER STATION- 2 3 YEAR $179,997.12 $179,997.00 $359,994.00 BASED DFR W/ SAFEGUARD LITE SUBSCRIPTION* 9 SSVOOS06148A RESPONDER STATION- 2 3 YEAR Included Included Included BASED DFR W/ Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall If no Underlying Agreement exists between govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 - #: 36-1115800 Paqe 3 A01r071AR0LA( SOLUTIONS 10 SSVOOS06149A Grand Total SAFEGUARD LITE SOFTWARE* RESPONDER STATION - BASED DFR W/ SAFEGUARD LITE WARRANTY* QUOTE-3590019 Schertz PD, TX - BRINC Takeoff 3 YEAR Included Included Included $359,994.00(USD) Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the MUnderlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 — *: 36-1115800 Paqe 4 — MOTOROLA SOLUTIONS Pricing Summary Upfront Costs* Upfront Subscription Fee QUOTE-3590019 Schertz PD, TX - BRINC Takeoff $0.00 BRINC Annually $0.00 Sub Total: $0.00 Payment Term Sale Price Annual Sale Price Year 2 Subscription Fee Year 3 Subscription Fee Year 4 Subscription Fee Sub Total: BRINC Annually $119,998.00 BRINC Annually $119,998.00 BRINC Annually $119,998.00 Grand Total System Price (Inclusive of Upfront and Annual Costs) *Upfront costs include the cost of Hardware, Accessories and Implementation, where applicable. $119,998.00 $119,998.00 $119,998.00 $359,994.00 $359,994.00 Notes: • The Pricing Summary is a breakdown of costs and does not reflect the frequency at which you will be invoiced. • This quote contains items with approved price exceptions applied against them. • Unless otherwise noted, this quote excludes sales tax or other applicable taxes (such as Goods and Services Tax, sales tax, Value Added Tax and other taxes of a similar nature). Any tax the customer is subject to will be added to invoices. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between 0 Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 - #: 36-1115800 Pacie 5 OrOROLA SOLUTIONS This Products Agreement (this "Agreement") is entered into between Motorola Solutions Inc., ("Seller" or "Motorola") and the entity set forth in section I(b) ("Customer") as of the date last signed below ("Effective Date"). Seller and Customer will each be referred to herein as a "Party" and collectively as the "Parties". (a) Seller Motorola Solutions Inc. (b) Customer Name: Shertz Police Department Address:1400 Shertz Parkway Schertz, Tx 78154 Contact: Chief James Lowery (a) Proposal Proposal No 159001�, Date: 07/21/2026 Motorola will provide Customer with the products and services set forth in the proposal dated above (the "Proposal"), a copy of which is attached hereto and incorporated herein. (b) Pricing Pricing for products and services being purchased by Customer is set forth in the Proposal. (c) Term and This proposal is contingent upon the terms and conditions of the Texas Conditions Department of Information DIR-CPO-5433, in addition to the Drone Addendums i (collectively "the Agreement") or a negotiated version thereof. The City may accept this offer by executing and returning the signed MCA to Motorola This Agreement, including the Proposal and any terms and conditions referenced herein, 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, and the terms of this Agreement will take precedence. CUSTOMER: MOTOROLA SOLUTIONS INC. By: Print Name: Title: Date: ♦"?W1 Print Name: David Redus Title: Sr. Manager Date: 09/11/2026 Motorola Solutions, Inc. v8.12.2025 1 Drone as First Responder How It Works 01 Call for service received. ,W Drone provides live video feed with the capability for two-way communication. Utilizing strategically positioned drones operated by remote pilots, the BRINC DFR solution provides advanced air support capabilities. These drones are designed to arrive on scene ahead of traditional patrol units, delivering real-time situational awareness and enhancing response effectiveness. 02 Drone automatically responds. M1- Drone autonomously returns to Station and lands. Measures of Success 70seconds Average on -scene visibility 5401/0 quicker Human response times as drones clear non -priority calls Agencies adopting Drone as First Responder(DFR) programs have seen significant improvements in response times, situational awareness, and resource efficiency. By deploying drones within seconds of an emergency call, agencies can assess incidents faster, reduce risks to first responders, and make data -driven decisions that enhance public safety. 25%of calls Resolved without dispatching officers 00 public safety >7agencies Fly BRINC drones With the BRINC Drone as First Responder solution public safety agencies will see an immediate impact Increase Officer Safety Reduce Use of Force Deliver Lifesaving Payloads a Get eyes and ears in dangerous Create distance and slow down Make Narcan, AEDs, EpiPens situations without risking lives the speed of operations and other equipment available and before officers arrive with technology anywhere in seconds DFR Solution Overview OUTDOOR Fuly equipped drone launch sites, including installation and maintenance Purpose-built911 response drones tailored for DFR operations Mountable parachutes for FAA compliance and improved safety with free parachute repacks BRINC builds drone solutions for public safety agencies that empower first responders with technology to safeguard their communities. INTEGRATED SOFTWARE SOLUTION Liveops Community Teleoperations & transparency fleet management portal platform An indoor tactical drone that makes entry first Durable throw phones designed to establish and maintain contact Mesh -radio controllers for local operations, compatible with all BRINC drones Meshing antenna masts 40 LTE antennas for data syncing Optional radars and ADS-B to extend range coverage and upload once the drone lands receivers for detecting manned aircraft Hardware 40x Total Zoom Provides detailed imagery even from a considerable distance, enhancing mission capabilities. Mobile Communication .ub Integrated loudspeaker (with siren function) and microphone allow communication for negotiations and emergency announcements. IPX4 Water Resistant responder The world's first purpose-built 911 response drone, Responder is a powerful aerial tool made right here in the USA for public safety agencies. 640 px Thermal Camera Makes it easy to identify people or see fire through smoke and provides situational awareness even in low or no light conditions. Emergenc Payload Dropper Deploy AEDs, Narcan, EpiPens, PFDs and other lifesaving payloads. Integrated 2-Way Comms with Loudspeaker Emergency Lights and Siren Forward Obstacle Avoidance Attachment Rail Mesh Networking Hardware emperature ontrolle Optimizes battery charging and protects electronics. Simple F -i ras ructure Resistant to erosion. Increases reliability. A <5 Sec Deployment Time Large Vehicle Mountable responder station The Responder Station launches, protects and recharges Responder drones. eat esistant Ensures reliable performance in challenging climates. 75 Minutes How long it takes to charge from 10% to 90%. Starlink / Solar Compatible Weather Charge 10 to 90% Corrosion Resistant in 25 Minutes Resistant Standard Power Input Integrated HVAC Hardware DFR,Antenna Masts Extend range coverage of our mesh networking system. DFR infrastructure BRINC provides additional infrastructure to make your DFR operations more reliable through redundancy and advanced BVLOS operations. We cover the installation and maintenance for all DFR infrastructure elements. ADS-B Receivers Detect manned aircraft. k Optional Radars Another way to detect manned aircraft. Services Set-up made easy Day 1 Site setup Responder delivery Station installation Infrastructure setup BVLOS Waiver submission Training Regular Upgrades DFR Safeguard Program UNLIMITED REPAIR & REPLACE You own the hardware. When upgraded, the Unlimited Repair and Replace warranty transfers to the latest hardware. Year 3 Upgrade Responder upgrade Training 01 Software upgrades Year 5 Upgrade Responder upgrade Training 02 Maintenance of Station and infrastructure MISSION -CRITICAL. MISSION -RELIABLE. MISSION -READY. 03 Recurring training Drone destroyed during a mission? With Unlimited Repair & Replace, first you get a loaner, then you get a new unit. Safeguard ensures operational success swaps Data Accessories & Training 44 Battery swap due Unlimited cellular data Unlimited payload mounts to age or performance for your systems to deploy medical aid y F0- - ��.. Prop swap due Unlimited storage On -demand ' to age or performance on LiveOps training �r MOrORCLA SOLUTIONS QUOTE-3590019 Schertz PD, TX - BRINC Takeoff STATEMENT OF WORK - BRINC DRONE AS A FIRST RESPONDER IMPLEMENTATION Motorola is providing the BRINC solution, as set out below. BRINC Drone as First Responder (DFR) Implementation Term: This SOW is effective as of the Effective Date and will continue unless terminated earlier pursuant to the Agreement. This Statement of Work ("SOW") is governed by the Agreement (the "Agreement") entered into between Motorola and Customer. All definitions not defined herein shall have the meaning set forth in the Agreement (including its addenda or riders). In the event of a direct conflict between this SOW and the Agreement, this SOW will control solely with respect to the services and deliverables described herein. Terms used but not defined in this SOW have the meanings set forth in the Agreement. PURPOSE & SCOPE This SOW defines the roles, responsibilities, deliverables, acceptance criteria, and project governance for the implementation of a Drone as First Responder (DFR) program powered by BRINC LiveOps software and BRINC UAS hardware. The objective is to deploy an operational DFR capability, including fixed launch sites, teleoperations (where applicable), training, and support. DEFINITIONS DFR: Drone as First Responder operational model, designed to enable rapid Unmanned Aircraft System (UAS) response to calls for service. Go -Live: The date on which the Customer begins live operational use of the BRINC DFR solution. CIQ: Customer Input Questionnaire used to capture configuration, networking, and deployment specifics. DESCRIPTION OF SERVICES Implementation Services BRINC will perform the implementation tasks described herein to prepare the Customer's environment for full DFR functionality, including the following: • DFR Solution Design & Configuration (subdomain creation, network configuration, geofencing, RF/EMF analysis). • Hardware & Software Deployment (BRINC UAS, docking station if applicable, LiveOps SaaS activation). • Training for System Administrators, Pilots in Command (PIC), and Teleoperators. • Support (24x7x365). • Project Documentation & Handover (CIO, IP plans). Warranty and Replacement Policy: BRINC offers the Warranty and Replacement Policy for Equipment sold to Customer pursuant to the Agreement that is manufactured or supplied by BRINC (the `BRINC Equipment"), as set forth on Schedule A. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Go Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 - #: 36-1115800 Paae 6 QUOTE-3590019 Schertz PD, TX - BRINC Takeoff SYSTEM REQUIREMENTS The Hosted Services are cloud -based and provided over the internet. Customer must provide all equipment and software necessary to connect to the Services, including: • Dedicated bandwidth minimum of 30 Mbps upload and 30 Mbps download at each teleoperator and launch site location, with IT firewall profile configuration allowing required ports/IP ranges for BRINC internet traffic. • DFR launch and related infrastructure sites provided and equipped as specified in Schedule C. • Part 107 certified pilots (or equivalent regulatory authorization). • Hardware required to support BRINC operations (ability to launch browser). ROLES & RESPONSIBILITIES BRINC Obligations. Motorola will engage BRINC to provide: • Project Management - Lead project planning, execution, reporting, and closure. - Coordinate technical clarification, CIQ completion, configuration, staging, deployment, and acceptance activities. • Configuration Documentation - Provide BRINC configuration documents and coordinate with Customer IT on necessary settings. • Support - Provide 24x7x365 support channels (Intercom, phone, email) through BRINC, as set forth on Schedule B. Limitations / Disclaimers - BRINC procures cloud hosting from third -party vendors and is not responsible for interruptions or breaches caused by such providers, subject to applicable law and the Agreement. • Solution Design & Environment Prep - Create a unique subdomain/URL for Customer access. - Collaborate with Customer IT on firewall, port, and IP configuration for LiveOps. - Conduct RF/EMF analysis and launch area testing to validate flight operations, geofenced areas, and interference mitigation. • Software Activation & Configuration - Enable BRINC Drone Software on the Customer's network, create Customer accounts, and provide admin access using Authorized User information. - Provision BRINC LiveOps SaaS, including admin portal access, telemetry, error/warning notifications, and PIC/teleoperator data capture. • Hardware - Recommend proper hardware requirements and deployment architecture for the DFR program. • Training - Deliver on -site and/or remote training for administrators, PICs, and teleoperators, covering BRINC hardware, LiveOps, geofencing, emergency override, and DFR best practices. • Documentation - Deliver CIQ, IP plans, configuration documents, and final project close-out documentation. • Out of Scope (unless separately contracted): - Management of on -site resources used during installation. This includes resources to add or build required infrastructure (pre -install) to accommodate base STATION placement or RF Infrastructure at strategic regional locations. This could include non -customer sites requiring an MOU driven by customer. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the c ""Underlying Agreement"") that authorizes Customer to purchase equipment andlor services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 - #: 36-1115800 Paae 7 hF070HOLA SOLUTIONS QUOTE-3590019 Schertz PD, TX - BRINC Takeoff - Implementation/management of Customer's networking equipment, routing/switching, or third -party systems not listed herein. - Configuration changes requested after CIQ sign -off (unless via approved change order). - Ongoing operations beyond specified support, including remote operations, unless contracted as Managed Services. Customer Obligations. Customer will provide the following: Proaram Governance - Appoint a Project Manager to manage user access, retention periods, and public data visibility; act as primary point of contact. • Regulatory Compliance - Obtain and maintain FAA waivers, CoAs, and other regulatory approvals required for DFR operations (Motorola Managed Services may assist as agreed). - Ensure Part 107 certified pilots and appropriate SOP/SRM/PPE are in place. • Technical Readiness - Provide required infrastructure, bandwidth (z30 Mbps up/down at teleoperator and launch sites), LTE fallback, firewall configurations, electrical, and other prerequisites. • Deployment Requirements & Site Prep - Meet site preparation, power, environmental, mounting/security, airspace, maintenance access, and backup landing zone requirements as outlined in Schedule C. • Accounts & Security - Provide Authorized User emails; maintain account/password security; promptly notify Motorola/BRINC of security issues. • Operations & Data - Properly configure and use the services; secure, protect, and back up content; implement encryption and routine archiving as needed. ASSUMPTIONS The Services are provided under the following assumptions: • Customer will meet all system requirements and maintain them during the term. • Material scope changes post-CIQ require a change order (fees/timeframe adjustments may apply). • DFR docking station and infrastructure (if included) will be installed only after Customer meets the prerequisites defined in Schedule C. EXCLUSIONS. Unless expressly stated, the following are excluded from the Services: • Customer network hardware configuration and maintenance. • Third -party platform licensing not listed herein. Long-term managed operations. • Post-CIQ configuration changes without a change order. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. (D Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 - *: 36-1115800 Paae 8 MOTOROLA SOLUTIONS TRAINING BRINC will provide the following training: QUOTE-3590019 Schertz PD, TX - BRINC Takeoff Flight Hardware Training: Manual RC flight basics, emergency override maneuvers, hardware limitations. BRINC Software Training: Admin overview, safety features, geofence editor usage, teleoperation basics. Operational Validation: Test flights within geofenced areas; validate launch/landing reliability. ACCEPTANCE CRITERIA The solution will be deemed accepted ("Final Acceptance") upon: • Successful completion of agreed work packages and test flights demonstrating DFR functionality, as set forth on Schedule D. • Delivery of all documentation (CIQ, IP plans, admin portal credentials, configuration docs). • Go -Live commencement. • Resolution (or documented plan) for any material issues blocking operational use. SUPPORT & SLAS BRINC provide the following support Services: • Go -Live Support: 8 weeks post -implementation. • Ongoing Support: 24x7x365 via Intercom, phone, and email; on -site support if issues cannot be resolved virtually. • Data Handling: Data will not be intentionally deleted prior to termination; however, certain media (e.g., video/images >30 days) may be deleted per platform policy (adjust to your policy). • Support Program set forth on Schedule B SCHEDULE A — BRINC EQUIPMENT WARRANTY & REPLACEMENT POLICY • Hardware Warranty. Motorola warrants that BRINC Equipment is free from defects in workmanship and materials for one year from the date of Customer's receipt. For BRINC Equipment purchased by Customer under the BRINC Support Program, Motorola warrants such BRINC Equipment is free from defects in workmanship and materials from the date of Customer's receipt for the duration of the BRINC Support Program term. • Disclaimers. Except as expressly provided herein, BRINC and Motorola provides all BRINC Equipment and BRINC Services "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non - infringement. Non-BRINC Materials are not covered by the limited hardware warranty described in Section 1 of this Schedule above and are only subject to the warranties of the third -party provider or manufacturer. • Claims. If BRINC or Motorola receives a valid warranty claim for BRINC Equipment during the limited hardware warranty term, BRINC's and Motorola's sole responsibility is to repair or replace such BRINC Equipment with the same or like BRINC Equipment, at BRINC's or Motorola's option, as applicable. A replacement BRINC Equipment will be new or like new. The limited hardware warranty of the replacement BRINC Equipment will be the longer of (a) the remaining limited hardware warranty term of the original BRINC Equipment or (b) 90-days from the date of repair or replacement. • Exclusions. BRINC's limited hardware warranty excludes damage related to: (a) failure to follow BRINC Equipment use instructions, including those set forth in the applicable BRINC Equipment documentation; (b) BRINC Equipment used with equipment not manufactured or recommended by BRINC; (c) abuse, misuse, or intentional damage to the BRINC Equipment; (d) force majeure; (e) BRINC Equipment repaired or modified by persons other than BRINC, without BRINC's written permission; (f) BRINC Equipment with a defaced or Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. L Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 - #: 36-1115800 Paae 9 MOrCROLA SOLUTIONS QUOTE-3590019 Schertz PD, TX - BRINC Takeoff removed serial number; or (g) Customer's or its Authorized User's failure to complete training from BRINC on operating and flying the BRINC Equipment prior to Customer's or its Authorized User's use of the BRINC Equipment. BRINC's limited hardware warranty will be void if Customer resells BRINC Equipment. • Replacement BRINC Equipment. BRINC or Motorola may permit Customer to exchange BRINC Equipment or a part thereof. In such events, subject to Section 4 of this Schedule, the replacement BRINC Equipment or part thereof will become Customer's property, and the replaced Equipment or part thereof will become Motorola's or BRINC's property, as applicable. Before delivering BRINC Equipment for any BRINC Services (including replacement services), Customer must download BRINC Equipment data and retain a copy. BRINC is not responsible for any loss of software, data, or other information contained in storage media or any part of the BRINC Equipment sent to BRINC for BRINC Services. • Spare BRINC Equipment. At BRINC's or Motorola's reasonable discretion, as applicable, BRINC or Motorola may provide Customer a predetermined number of spare BRINC Equipment. Spare BRINC Equipment is intended to replace broken or non-functioning units while BRINC or Motorola repairs or replaces the broken or non-functioning units through the warranty return process. Title and risk of loss for all spare BRINC Equipment shall pass to Customer in accordance with the Agreement. SCHEDULE B — BRINC SUPPORT PROGRAM If the Customer purchases BRINC Support Program or a bundle including BRINC Support Program, this appendix applies. • BRINC Support Program. The "BRINC Support Program" is an extended full -service warranty that starts on the Subscription commencement date and terminates as detailed in the Proposal. The extended warranty includes (i) unlimited repairs on BRINC Equipment and (ii) for any BRINC Equipment that cannot be repaired, up to 1 replacement per year for the Responder and Guardian Camera payload, and unlimited replacements for any other BRINC Equipment that BRINC is unable to repair between hardware Upgrades (as defined below). Customer is to return the destroyed device or provide reasonable documentation that the device was destroyed (i.e. pictures or video). The BRINC Support Program is available to agencies only upon completion of BRINC certified training on the associated product or service. • BRINC Support Program Upgrade. If Customer has no outstanding payment obligations and purchased BRINC Support Program, BRINC will provide Customer a new BRINC Lemur, Responder or Guardian Drone, corresponding Stations and/or BRINC Ball as scheduled in the Proposal ("Upgrade"). If Customer purchased BRINC Support Program, BRINC will provide an upgrade that is the same or like BRINC Device, at BRINC's option. BRINC makes no guarantee the Upgrade will utilize the same accessories. Upgrades exclude new products that BRINC introduces and markets as distinct products or applications. New or additional BRINC products and applications, as well as any BRINC professional services are not included. Neither BRINC nor Motorola will offer any warranty for such BRINC Equipment that has been replaced with an Upgrade, and will have no liability for any damages relating to the use of such BRINC Equipment. BRINC and Motorola will not and have no obligation to provide Upgrades once the BRINC Support Program terminates for any reason. • Upgrade Delay. BRINC may ship the Upgrades as scheduled in the Proposal without prior confirmation from Agency. BRINC may ship the final Upgrades as scheduled in the Proposal 60 days before the end of the Subscription Term without prior confirmation from Customer. • Upgrade Change. If Customer wants a different BRINC Equipment model from the Upgrade offered by BRINC, Customer must pay the price difference between the MSRP for the desired BRINC Equipment and the MSRP for the Upgrade. If the model Customer desires has an MSRP less than the MSRP of the offered Upgrade, Motorola will not provide a refund. The MSRP is the MSRP in effect at the time of the Upgrade. • Firmware Updates. BRINC will provide Updates to BRINC Equipment firmware for as long as a BRINC Equipment is part of an active Support Program. An "Update" can be either (i) a generally available release that BRINC makes available from time to time, or (ii) a new version of BRINC software and/or firmware that enhance features and functionality, as solely determined by BRINC. • Original BRINC Device. Following receipt of an Upgrade, Customer will retain the original BRINC Devices, provided that: (i) Customer cannot resell, gift, or donate the BRINC Devices; (ii) Customer will not allow the Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 — #: 36.1115800 Paae 10 A0111` 7'aROLAt SOLUTIONS QUOTE-3590019 Schertz PD, TX - BRINC Takeoff BRINC Devices to be used for personal use; (iii) Customer must retain direct custody and control of the BRINC Devices; and (iv) BRINC will offer no warranty for those BRINC Devices and will have no liability for any damages relating to the use of such BRINC Devices (as the warranty for such devices will have shifted to the Upgrade). SCHEDULE C — CUSTOMER DEPLOYMENT REQUIREMENTS (DFR SITE & DOCK READINESS) Site Preparation Base STATION Infrastructure: Safe accessibility; minimum surface area (16' x 16'), adequate load support (>_360 Ibs), unobstructed view of the sky. Station placement must be possible via ground transport, crane, or walking access with standard door clearance. Power and network access as specified below. RF Site Infrastructure: Safe accessibility; minimum surface area for Non -Penetrating RF Pole (6' x 6'), or appropriate Penetrating RF Wall Mount (with mounting hardware preinstalled as directed by BRINC). Both RF options must have an unobstructed 3600 view of the geographical flight area (i.e. RF array above all obstructions) and installed away from other high powered RF or cellular antennae. RF access must be possible via standard door clearance or roof hatch. Power and network access as specified below. Power • Continuous 110V/20A (outdoor rated plugs/protection), surge protection, battery backup where possible to ensure 100% uptime, proper grounding (51 Of)). Network/Backhaul • Dedicated hard -wired internet access with LTE or similar fallback preferred, properly configured firewall rules, outdoor IP-rated connectors and wiring. Environmental & Physical Security • Weatherproofing, secure mounting, controlled access. Flight Safety & Airspace • No -fly zones reviewed; documented RF/geofencing compliance; defined backup landing area. Maintenance Access Routine access, maintenance plan for cleaning, battery management, firmware updates. Documentation & Compliance • Site layout, network diagrams, operational SOP, permits/insurance, logging/ticketing for incidents. Backup Safe Landing Area • Required: 16' diameter area, clear view of the sky with obstruction -free vertical corridor above, clearly marked, traffic restricted. Preferred: Same altitude as station. SCHEDULE D — ACCEPTANCE TEST PLAN (ATP) Functional Tests • LiveOps connectivity, drone telemetry, flight log validation, geofence enforcement. Operational Tests • Launch/land cycles, teleoperation handoff (if applicable), emergency failsafe procedures. Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"') that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products. Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 - #: 36-1115800 Paoe 11 TAKEOFF Program Addendum This TAKEOFF Program Addendum (this "TOPA") is entered into between Motorola and Customer, and shall be subject to, and governed by, the terms of the MCA, or other agreement between Motorola and Customer, as applicable, including any applicable addenda (the "Agreement"). Unless the context otherwise requires, all capitalized terms used but not defined herein shall have the meanings set forth in the MCA and DA which may be found at: https://www. motorolasolutions.com/en_us/about/legal/us_terms. html. If you are purchasing drone or unmanned aerial vehicle and related Products manufactured, supplied or otherwise provided by BRINC Drones, Inc. ("BRINC", and such Products, the "BRINC Products") as part of the TAKEOFF Program ( from Motorola on behalf of your employer or another entity, you warrant that: (a) you have authority to bind your employer or the applicable entity, as "Customer" to this TOPA; (b) you have read and understand this TOPA; and (c) on behalf of the Customer that you represent, you agree to this TOPA. If you do not have the legal authority to bind your employer or the applicable entity as Customer to this TOPA, please do not complete the purchase. The BRINC Products include Equipment ("BRINC Equipment"), and related Services and Licensed Software. This TOPA governs Customer's purchase of BRINC Products from Motorola under the TAKEOFF Program and shall form part of the Parties' Agreement. This TOPA shall control with respect to conflicting terms in the Agreement or any other applicable Addendum (including, without limitation, the Drone Addendum agreed to between Customer and Motorola (the "DA")), but only as applicable to the BRINC Products purchased under this TOPA and not with respect to other Products. For the avoidance of doubt, BRINC Products which are purchased under the Agreement (and, where applicable, the DA) which are not part of the TAKEOFF Program shall not be subject to this TOPA. Unless otherwise stated in this TOPA, the terms of the Agreement, including the DA apply. THE FIRST YEAR OF THE SUBSCRIPTION. As set forth in the Proposal, Customer has agreed to a multi -year Subscription for BRINC Products (the "BRING Subscription"). All references to the first twelve months of the BRINC Subscription (the "Initial Subscription Period") and each renewal year (each a "Renewal Subscription Year") in this TOPA shall refer to the BRINC Subscription. The Initial Subscription Period of the BRINC Subscription is subject to the following terms: 1.1. Title. Title to the BRINC Equipment shall transfer to Customer at the commencement of the first Renewal Subscription Year. During the Initial Subscription Period the BRINC Equipment shall be the sole property of BRINC. Customer shall have no rights whatsoever in or to the BRINC Products other than the right to use the BRINC Products during the Initial Subscription Year. Customer shall have the benefit of the Support Program as set out in the Proposal, however Customer shall reimburse Motorola for the cost of any Motorola Solutions, Inc Drone Addendum v7.22.25 US necessary repairs or replacement of the BRINC Equipment for damage not covered by the Support Program. 2. CUSTOMER RESPONSIBILITIES 2.1. Customer Obligations. Customer shall fulfil the Customer Obligations as set out in the Proposal ("Customer Obligations"). 2.2. Feedback. Customer may provide Motorola internal reports and feedback to assist in improving the TAKEOFF Program. Motorola and BRINC may use such internal reports and feedback to develop or improve their Products and Services (including without limitation BRINC Products) 2.3. Reference. Motorola or BRINC may request that Customer act as a public reference or that Customer participate in a case study. 2.4. Exclusivity. During the Initial Subscription Period, Customer shall use Products from BRINC as its sole Drone as First Responder ("DFR") provider for any Products covered by the TAKEOFF Program, and shall not, until the commencement of the first Renewal Subscription Period, deploy or purchase any autonomous docked drone platform or DFR product from a third party ("Competing Product"). 2.5. Com atibilitX. Customer is responsible for ensuring that any Customer -Provided Equipment and any alterations to the applicable network with which the BRINC Products are to be used are compatible with the BRINC Product. 3. EARLY TERMINATION 3.1. Customer Termination. Customer may terminate the BRINC Subscription without penalty by giving notice to Motorola up to 30 days prior to the commencement of the first Renewal Subscription Year. 3.2. Motorola Termination. During the Initial Subscription Year, Motorola may terminate the BRINC Subscription immediately by giving notice to Customer should: 3.2.1. Customer fail to fulfill a Customer Obligation pursuant to Section 2.1; or 3.2.2. Customer deploy or purchase a Competing Product. 4. ON TERMINATION On termination pursuant to Section 3, Motorola or its subcontractors (including BRINC or its subcontractors) shall remove the BRINC Equipment from Customer's premises, and will deactivate (or cancel Customer's access to) all related Software and SaaS Products (as defined in the Agreement) provided or made available by BRINC. Customer will cooperate with such removals and deactivations (including without limitation by allowing Motorola and its subcontractors (including BRINC and its Motorola Solutions, Inc Drone Addendum v7.22.25 US subcontractors) to access Customer facilities for such purpose. Motorola shall work with Customer to offload any Customer Data to Customer's system. 5. SURVIVAL The following sections of this TOPA survive termination of this Agreement: Sections 1 and 4. Motorola Solutions, Inc Drone Addendum v7.22.25 US 3