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HomeMy WebLinkAbout2013 10 28 Consent 304 Police Radio Purchase and Softward Installation COMMISSION AGENDA Informational Consent X ITEM 304 public Hearings g Regular October 28, 2013 KS KB Regular Meeting City Manager Department REQUEST: The Police Department requests the Commission approve the purchase of new police portable and mobile radios and required digital software installation in existing radio equipment, utilizing Motorola as the sole source provider, with funding from Police Impact Fees in the amount of$65,376. SYNOPSIS: For the past several years, the Police Department has budgeted the purchase of new portable and mobile radios to phase out obsolete equipment and to plan for a scheduled migration to a digital system. The purchase of these new radios will help us phase out old radios which cannot be programmed to work on the new digital radio system being phased in county- wide and will include portable radios and mobile radios. Additionally, funds will be allocated for the installation of digital software upgrades into existing radio equipment not already able to handle digital transmissions. The purchase of the radios and software installation will be done via Motorola as a sole source provider for the Seminole County Public Safety radio infrastructure. We will piggy back off of the Broward County contract, number 12-29077 for the radio purchase. CONSIDERATIONS: We have been purchasing new radio equipment annually to plan for this digital system migration. Purchasing the radios in this way has permitted the police department to get the required radios without one large hit to the General Fund budget. In order for existing equipment to properly function, we needed to purchase digital upgrades for existing equipment (Item 301). This item will permit us to use the Motorola radio shop to install the flash codes into the units that need digital upgrades. Consent 304 PAGE 1 OF 2-October 28,2013 FISCAL IMPACT: Funding is approved and appropriated in the FY 2014 Police Impact Fees Budget in the amount of$65,376. COMMUNICATION EFFORTS: This Agenda Item has been electronically forwarded to the Mayor and City Commission, City Manager, City Attorney/Staff, and is available on the City's Website, LaserFiche, and the City's Server. Additionally, portions of this Agenda Item are typed verbatim on the respective Meeting Agenda which has also been electronically forwarded to the individuals noted above, and which is also available on the City's Website, LaserFiche, and the City's Server; has been sent to applicable City Staff, Media/Press Representatives who have requested Agendas/Agenda Item information, Homeowner's Associations/Representatives on file with the City, and all individuals who have requested such information. This information has also been posted outside City Hall, posted inside City Hall with additional copies available for the General Public, and posted at five (5) different locations around the City. Furthermore, this information is also available to any individual requestors. City Staff is always willing to discuss this Agenda Item or any Agenda Item with any interested individuals. RECOMMENDATION: The Police Department recommends the Commission approve the purchase of new police portable and mobile radios and required digital software installation in existing radio equipment, utilizing Motorola as the sole source provider, with funding from Police Impact Fees in an amount not to exceed $65,376. ATTACHMENTS: A- Quote from Motorola for radio purchase and Broward County contract Consent 304 PAGE 2 OF 2-October 28,2013 Office of the General Counsel 2601 West Broward Boulevard Fort Lauderdale,Florida 33312 954.831.8920(Telephone) 954.321.5040(Fax-Legal) 954.797.0937(Fax-Confiscations Unit) www.sheriff.org September 17, 2013 Mitchell Nowak Senior Account Manager Motorola Solutions, Inc. Re: BSO and Motorola Solutions, Inc. Dear Mr. Nowak: Please find enclosed one (1) original fully executed Agreement between the Broward Sheriff's Office and Motorola Solutions, Inc. for your file. Should you have any questions or concerns, please do not hesitate to contact me at: (954)831-8920. 1 Since. ely r H. Lee Futch, Esq. Assistant General Counsel, Sworn LF/mc Enclosure (1) AGREEMENT by and between SCOTT ISRAEL AS SHERIFF OF BROWARD COUNTY FLORIDA and MOTOROLA SOLUTIONS, INC. THIS AGREEMENT entered into this day o ll_e 1013, by and between SCOTT ISRAEL., as the Sheriff of Broward County, Florida (hereinafter referred to as "BSO") and MOTOROLA SOLUTIONS, INC, (hereinafter referred to as "Motorola"). BSO and Motorola may be referred to individually as a "Party" and collectively as the "Parties". For good and valuable consideration, the Parties agree as follows: In consideration of the terms and conditions contained herein, BSO and Motorola covenant and agree as follow: SECTION I SCOPE OF SERVICES This is a Master Purchase Agreement, whereby during the term of this Agreement BSO has the right, but not the duty, to purchase from time to time Products and related services, including parts. Pricing for the Products and Services will be pursuant to the List of Products and Pricing, Section 1.2 and 41. Motorola will provide, ship, and install (if applicable) the Products, and perform the Services and its other contractual responsibilities, all in accordance with this Agreement. BSO will perform its contractual responsibilities in accordance with this Agreement. 1.1 Products. Pricing for the Products is based upon Motorola's then current calendar year published list Domestic User Price Book("DNUP") less the specified discount percentage. 1.2 Services. BSO may purchase engineering, project management, system technologist, or installation services at a 10% discount off list price for the level of effort proposed. This Agreement does not cover any other type of maintenance and support of the Products except as provided under any applicable warranty. If Motorola deems it to be appropriate, it will prepare a statement of work to describe the particular services to be provided, a test plan, or a performance schedule. If BSO wishes to purchase a system or maintenance and support, upon BSO's request, Motorola will provide a proposal that will include a separate Communications System Agreement. Services: Project Manage Motorola will designate a single individual for any project proposed that warrants a Project Manager(PM), whose primary responsibility and authority will be to manage and administer your project to completion as defined within the contract. • Manage and refine the SOW, project schedule, implementation plan, and change orders. E • Allocate available resources, personnel, funding, and material to ensure that the system is implemented according to the scope of this project. • Conduct an inventory of received equipment to ensure proper delivery. • Inspect the physical condition of Motorola-supplied hardware. • Ensure that Motorola-provided equipment specifications are met. • Verify that all site preparation is complete prior to the installation of the equipment. Motorola ref no. 12-29077/JHJ,v.9-14-12 1 1 1 • Supervise field installation and implementation teams, ensuring all on-site installation, integration, and optimization tasks are performed within contract requirements. • Ensure quality workmanship by all Motorola personnel, vendors, and subcontractors • Prepare for and conduct regular progress meetings and provide progress reports as required. • Obtain BSO sign-off and acceptance upon completion of training, installation, and acceptance testing. • Escalate resolution of any issues encountered during system implementation. • Manage the project to your satisfaction. • Ensure successful transition to the warranty and maintenance phase. System Engineer A Motorola System Engineer is for any project proposed that warrants an engineer, primary responsibility is to ensure the technical integrity proposal's design. • Analyze your needs. • Design your system. • Develop site design parameters. • Develop system documentation. • Develop the Acceptance Test Plan (ATP). • Assist in the development of the system cutover plan. • Provide continuous technical support even after project acceptance. Systems Technologist For any project proposed that warrants a Motorola System Technologist, their primary responsibility is to ensure the professional programming and optimization with system implementation. • Participate in all equipment programming and configuration development. • Oversee the integration and optimization of all system hardware and software. • Participate in the Acceptance Test Plan. • Assist in the development and execution of the system cutover plan. • Provide continuous technical support even after project acceptance. Motorola ref no.12-29077IJHJ,v.9-14-12 2 Radio Subscriber Services Motorola South Florida Sold Services Prices are valid for use by Authorized Motorola Service Facility. Description Customer Pricing DAILY TRIP CHARGE TO GO ON SITE TO CUSTOMER LOCATION TO 125.00 PERFORM SERVICES FOR PORTABLE OR MOBILE TYPE RADIOS SUCH AS PROGRAMMING, INSTALLATION, REMOVALS PORTABLE PROGRAMMING PER RADIO (1 RADIO) 54.00 PORTABLE PROGRAMMING PER RADIO (2 TO 50 RADIOS) 47.00 PORTABLE PROGRAMMING PER RADIO (51 TO 100+ RADIOS) 39.00 MOBILE PROGRAMMING PER RADIO (1 RADIO) 54.00 MOBILE PROGRAMMING PER RADIO (2 TO 50 RADIOS) 47.00 MOBILE PROGRAMMING PER RADIO(51 TO 100+ RADIOS) 39.00 250 AND MORE MODES 735.00 250-MODE TEMPLATE WITH EXCEL TEMPLATE 500.00 160-MODE TEMPLATE WITH EXCEL TEMPLATE 425.00 48-MODE TEMPLATE WITH EXCEL TEMPLATE 310.00 INSTALLATION 200.00 REMOVAL AT TIME OF NEW OR RE-INSTALLATION 47.00 REMOVAL WITHOUT NEW OR RE-INSTALLATION 65.00 INSTALLATION 270.00 REMOVAL AT TIME OF NEW OR RE-INSTALLATION 65.00 REMOVAL WITHOUT NEW OR RE-INSTALLATION 80.00 Note I:Programming pricing referenced above is based on Customer-Supplied Radio Template(not an Excel Template). Note 11:New radio models not currently in use by the customer will require a new Radio Template. Note III: Most Flash Code Upgraded Radios will require a new Radio Template. Motorola ref no. 12-290771J1-1J,v.9-14-12 3 Description Customer Pricing INSTALLATION 400.00 REMOVAL AT TIME OF NEW OR RE-INSTALLATION 985.00 SECONDARY REMOVAL AT TIME OF NEW OR RE-INSTALLATION 65.00 REMOVAL WITHOUT NEW OR RE-INSTALLATION 995.00 SECONDARY REMOVAL WITHOUT NEW OR RE-INSTALLATION 65.00 1 31 SINGLE CONTROL HEAD TYPE INSTALLATION DUAL CONTROL HEAD TYPE INSTALLATION REQUIRE SURVEY TO ENSURE QUOTED CUSTOMER EXPECTATION IS PROPERLY MET REMOVAL AT TIME OF NEW OR RE-INSTALLATION (SINGLE CONTROL HEAD) 165.00 REMOVAL WITHOUT NEW OR RE-INSTALLATION (SINGLE CONTROL HEAD) 270.00 REMOVAL AT TIME OF NEW OR RE-INSTALLATION (DUAL CONTROL HEAD) 170.00 REMOVAL WITHOUT NEW OR RE-INSTALLATION (DUAL CONTROL HEAD) 285.00 01� Imim INSTALLATION QUOTED REMOVAL QUOTED r . Elm= INSTALLATION: INCLUDES PENETRATION OF ONE WALL 50 FT OF Y2-INCH 500.00 CABLE, INSTALLATION OF CABLE, CONNECTORS, YAGI RF ANTENNA TYPE ANTENNA REMOVAL 195.00 rims= INSTALLATION: INCLUDES 50 FT OF CAT-3 &CONDUCTOR CABLE AND 380.00 CONNECTORS WITH MOTOROLA-7 PROVIDED REMOTE ADAPTOR AND DESKSET; INCLUDES REMOTE DESKSET PROGRAMMING THIRD PARTY VENDOR SERVICES PROVIDED BY MOTOROLA SOLUTIONS, QUOTED INC. z Note IV:ALL Headset interfaces are EXCLUDED in the prices referenced above and a site walk will need to be performed to ensure proper quoting to meet customer expectation. Note V: Custom work such as cabinet cutting and fabrication are not included in the prices referenced above and a site walk will need to be performed to ensure proper quoting to meet customer expectation. 3 Note VI: All pants supplied by Motorola such as cable connectors,varilator for all 800 MHz systems,mounting hardware(antenna mast,cable clamps)will be billed as required. Motorola ref no. 12-290771JHJ,v.9-14-12 4 1.3. EXCLUSIVE METHOD FOR PLACING ORDERS. During the term of this Agreement, BSO (and any other Eligible Purchaser) may order Products, Services, or Maintenance as described in Sections 1.1, 1.2 and 31 of this Agreement, if they are then available for sale by Motorola. Each order must refer to this Agreement as Motorola Contract No. 12-290771JHJ, and must specify the Product by model number, the unit price, the number of units being purchased, and the extended price; concerning services, each order must specify the type of services being purchased. Motorola will make reasonable efforts to deliver the ordered subscriber and accessory Products within six (6) weeks from receipt of order or sooner and to perform the services in a reasonably prompt manner. Motorola will make reasonable efforts to also ship other Products outside of subscribers and accessories within eight (8) weeks. Motorola will make best efforts to ship all orders within the time listed above, however this will be dependent on product availability at time of purchase and the location of ship acceptance. BSO may also track shipping by viewing orders using Motorola Online ("MOL"). Alternatively, BSO may register with and place orders through Motorola Online ("MOL"), and this Agreement will be the "Underlying Agreement" for those MOL transactions rather than the MOL On-Line Terms and Conditions of Sale. MOL registration and other information may be found at http:t/www.rnotorola.com/businessandgovernment/ and the MOL telephone number is (800) 814-0601. The applicable provisions of this Agreement will govern the purchase and sale of the Products and services, notwithstanding any different terms and conditions contained in an order or acknowledgment of an order. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. 1.4. Exhibits The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between the exhibits will be resolved in their listed order. Exhibit A Motorola"Software License Agreement" Exhibit B Parts Warranty Exhibit C Motorola's Memorandum of Insurance Exhibit D Drug Free Workplace Certification by Vendor 1.5 Definitions "Contract Price" means the price for the Products, excluding applicable sales or similar taxes and freight charges. "Effective Date" means that date upon which the last Party executes this Agreement. "Equipment" means the equipment listed in the List of Product s that BSO purchases from Motorola under this Agreement. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software infringes upon the third party's United States patent or copyright. "Motorola Software" means Software that Motorola or its affiliated company owns. "Non-Motorola Software" mean Software that another party 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. "Products" mean the Equipment and Software provided by Motorola under this Agreement. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property 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. "Software" means the Motorola Software and Non-Motorola Software in object code format that is furnished with Products. f I Motorola ref no.12-29077/JHJ,v.9-14-12 5 SECTION II MANNER OF PERFORMANCE 2.1 Motorola shall perform all services in a sound and workmanlike mariner. All services shall adhere to the utmost professional standards. 2.2 Motorola agrees to perform, at all times faithfully, industriously, and to the best of its ability, experience, and talent, all of the duties that may be required of and from it pursuant to the terms of this Agreement. 2.3 Neither party shall be liable for failure to perform as a result of an event, circumstance, or act of a third party that is beyond a party's reasonable control (e.g., an act of God, and act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots). SECTION III TERM This Agreement shall commence on October 1, 2013, and remain in full force and effect until September 30, 2014, unless terminated or renewed as provided herein. This Agreement may be renewed upon mutual written agreement of the parties for up to four(4)consecutive one (1)year renewal periods. SECTION IV CONSIDERATION 4.1 Motorola shall provide the Equipment based on the pricing structure in the following Price Lists and the Current version of Motorola's Domestic User Price Book at the time an order is placed. Discount% Off of Category of Equipment Current List Price 20% X-Series P25 Subscribers 25% APX P25 Subscribers 23% X-Series/APX Accessories 15% X-Series Non-P25 Subscribers 20% APX Non-P25 Subscribers 8% TRBO Subscribers and Accessories 15% Motorola WARIS Categorized Commercial Subscribers and Accessories 15% On all other Motorola Manufactured Equipment 25% SCADA Equipment 8% Motorola Drop Ship Equipment 15% Wireless Broadband and Networking Equipment 10% Computer Aided Dispatch (CAD) 5% Long Term Evolution (LTE) 15% MVX1000 Vehicle Video and MW810 MDTs 7% Video Security Solutions 10% Automatic License Plate Recognition (ALPR) Motorola ref no.12-290771JHJ,v_9-14-12 6 BSO Large Volume Order Quantity 1000-2499 37% 26% 2500-4999 40% 29% 5000 and > 44% 32% 4.2 Motorola shall submit invoices to the BSO detailing the equipment provided and the cost of such equipment. BSO shall have the right to provide written objections to such invoice within seven (7) days of BSO'S receipt of such invoice. If no objection is made within such seven (7) days period, payment shall be made within ten (ten) days thereafter. 4.3 Motorola shall allow other governmental entities and agencies within [Broward County or the State of Florida] to purchase, under the same terms and conditions, the equipment provided for in this Agreement. 4.4 FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the invoices. Title and risk of loss to the Equipment will pass to BSO upon acceptance of the delivery by BSO. Title to Software will not pass to BSO at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices. 4.5 INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the BSO at the following address: Neesa B.Warlen, Esq., C.P.A., Director Bureau of Finance & Budget Broward Sheriffs Office 2601 W. Broward Boulevard Fort Lauderdale, Florida 33311 Broward County, Florida is the ultimate destination where the Equipment will be delivered to BSO. The Equipment will be shipped to the BSO at the address(es) indicated on the purchase order. BSO may change this information by giving written notice to Motorola. SECTION V EXPENSES Motorola shall be fully and solely responsible for any and all expenses incurred by Motorola in the performance of this Agreement, including, but not limited to, cost of supplies, fees, licenses, bonds or its applicable taxes, and all other costs of doing business. Motorola shall not, in any manner, incur indebtedness on behalf of BSO. SECTION VI SOVEREIGN IMMUNITY BSO is entitled to the protections of sovereign immunity as set forth in Florida Statutes Sec. 768.28. Nothing in this Agreement is intended or shall be deemed to waive or modify BSO'S sovereign immunity. SECTION VII SITES AND SITE CONDITIONS 7.1 ACCESS TO SITES. If Motorola is providing installation or other services, BSO will provide all necessary construction and building permits, licenses, and the like; and access to the work sites or vehicles as reasonably requested by Motorola so that it may perform its contractual duties. Motorola ref no.12-29077/JHJ,v.9-14-12 7 3 7.2 SITE CONDITIONS. If Motorola is providing installation or other services at BSO's sites, BSO will ensure that these work sites are safe, secure, and in compliance with all applicable industry and OSHA standards. BSO will ensure that these work sites have adequate physical space; air conditioning and other environmental conditions; electrical power outlets, distribution and equipment; and telephone or other communication lines, all for the installation, use, and maintenance of the Products. SECTION VIII ACCEPTANCE Acceptance of the Products will occur upon delivery to BSO unless a statement of work or acceptance test plan exists and provides for acceptance verification or testing, in which case acceptance of the Products will occur upon successful completion of the acceptance verification or testing. Notwithstanding the preceding sentence, BSO's use of the Products for their operational purposes will constitute acceptance. SECTION IX WARRANTY 9.1 EQUIPMENT WARRANTY. From one (1) year from the date of delivery of the Equipment provided by Motorola under this Agreement ("Warranty Period"), Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. 9.2 MOTOROLA SOFTWARE WARRANTY. Motorola warrants the Motorola Software solely in accordance with the terms of the Software License Agreement and the provisions of this Section that are applicable to the Motorola Software. BSO hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. Any Non-Motorola Software is licensed to BSO 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 Licensors 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. All open source software is licensed to BSO in accordance with, and BSO agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by BSO, Motorola will use commercially reasonable efforts to determine whether an open source software will be provided under this Agreement; and if so, identify the open source software and provide to BSO a copy of the applicable standard license (or specify where that license may be found); and provide to BSO a copy of the open source software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be applicable). 9.3 SERVICES WARRANTY. During the Warranty Period, Motorola warrants that the services have been performed in a good and workmanlike manner. BSO's exclusive remedy for a breach of this services warranty is, at Motorola's option, to re-perform the services at no cost to the BSO or refund the Contract Price of the services that were not performed in a good and workmanlike manner. 9.4 EXCLUSIONS TO THE EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to : (i) defects or damage resulting from: use of the Equipment or Motorola Software in other that its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, modification, or adjustment not provided or authorized in writing by Motorola; BSO'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 cost 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. Motorola ref no.12-290771JHJ,v.9-14-12 8 9.5 WARRANTY CLAIMS. To assert a warranty claim, BSO 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 warranty claim, Motorola will (at its option and at no additional charge to SHERIFF) 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. That action will be the full extent of Motorola's liability for the warranty claim. If this investigation indicates the warranty claim is not valid, then Motorola may invoice BSO for responding to the claim on a time and materials basis using Motorola's then current 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. 9.6 ORIGINAL END USER I5 COVERED. These express limited warranties are extended by Motorola to the original user purchasing the Products for commercial, industrial, or governmental use only, and are not assignable or transferable. 9.7 DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDE 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 AND FITNESS FOR A PARTICULAR PURPOSE. SECTION X OPEN-END CONTRACT No guarantee is expressed or implied as to the total quantity of equipment purchased under this Agreement. BSO reserves the right to use other vendors for such services. SECTION XI EMPLOYMENT RESPONSIBILITY 11.1 Any employees utilized by Motorola to fulfill the terms and conditions of the Agreement shall be deemed employees of Motorola, not the BSO. 11.2 Accordingly, Motorola shall be responsible for assuming the cost of contributions to pension funds, insurance premiums, workers compensation funds (Chapter 440, FSA), or other recognized employee benefits. 11.3 BSO shall not be liable for, and Motorola agrees to indemnity BSO against any liability resulting from personal injury or illness, to Motorola's employees, agents, or servants during the performance of the services, duties, and responsibilities contemplated herein. SECTION XII SUBCONTRACTORS Motorola shall not subcontract its rights or obligations under this Agreement, unless prior written approval is received from the BSO. In the event any additional or different subcontractors are required or requested by BSO, or in the event BSO rejects the use of a particular subcontractor, such rejection must be submitted in writing and be based on just and reasonable cause. Any resultant change in contract price and/or schedule shall be mutually agreed upon. SECTION XIII CRIMINAL HISTORY 13.1 Motorola represents that, to the best of its knowledge and belief, its principal owners, partners, corporate officers, and employees do not have any past felony criminal convictions or any pending criminal charges. Such information, if applicable, would be set forth in Motorola's Annual Report and 10-K filings. 13.2 BSO reserves the right to approve or reject, for any reason, Motorola's staff assigned to this project at any time. Motorola's employees on premises may be subject to a criminal background check at the BSO'S expense, prior to providing services pursuant to this Agreement. Motorola ref no.12-29077IJHJ,v.9-14-12 9 SECTION XIV INDEPENDENT CONTRACTOR 14.1 Motorola has the right to provide services to others or hold itself out to the public as available to engage in agreements with others. 14.2 Motorola shall at all times be an independent contractor under this agreement, rather than an employee, agents, or representative to BSO, and no act, action, or omission to act by Motorola shall in any way obligate or bind BSO. SECTION XV PAYMENT OF TAXES BSO shall provide Motorola with proof of tax exemption upon execution of this Agreement. Notwithstanding anything to the contrary herein, Motorola shall not be liable for payment of any taxes that are levied against BSO as a result of the purchase, ownership, or use of the Products. SECTION XVI TERMINATION 16.1 In the event that either party is in breach of any of terms and conditions of this Agreement, the non-breaching party shall provide written notice of such breach. The breaching party shall have ten (10) days from receipt of such notice to cure any breach under this Agreement. In the event the breaching party fails to cure such breach within the ten (10) day period, the non-breaching party reserves the right to immediately terminate this Agreement for cause. 16.2 BSO reserves the right to terminate this Agreement, without cause, upon providing Motorola with written notice of such termination. BSO agrees to pay Motorola for all Equipment shipped and services rendered prior to the notice of termination. SECTION XVII CIVIL RIGHTS REQUIREMENTS 17.1 Motorola shall comply with all applicable sections of the Americans with Disabilities Act. 17.2 Motorola shall not discriminate on the basis of race, age, color, gender, or national origin. 17.3 Motorola agrees that compliance with this Section constitutes a condition to the Agreement, and that it is binding upon Motorola, its successors, transferees, and assignees for the period during which services are provided. Motorola further assures that all subcontractors are not in violation of the terms of the Section. SECTION XVIII CONFIDENTIALITY 18.1 Motorola shall not at any time, in any manner, either directly or indirectly, communicate to any person, firm, corporation or other entity any information of any kind concerning any matter affecting or relating to the business of BSO, including, but not limited to, its manner of operation, its plans, computer systems, processes or other data of any kind, nature or description. 18.2 "Confidential Information" means all information consistent with the fulfillment of this Agreement that is (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. Motorola ref no.12-290771JHJ,v.9-19-12 110 18.3. Confidentiality Obligation. Each party is a disclosing party ("Discloser") and a receiving party ("Recipient") under this Agreement. During the term of this Agreement and for a period of three (3) years from the date of 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 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. 18.4. Required Disclosure. If a recipient is required to disclose Confidential Information pursuant to applicable law, statute, or regulation, or court order, the recipient will give to the discloser prompt written notice of the request and a reasonable opportunity to object to such disclosure and seek a protective order or appropriate remedy. If, in the absence of a protective order, the recipient determines, upon the advice of counsel, that it is required to disclose such information, it may disclose only Confidential Information specifically required and only to the extent required to do so. 18.5. Confidential Exceptions. 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 discloser's Confidential Information or any breach of this Agreement. 18.6. Ownership and Retention. 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. SECTION XIX PRESERVATION OF 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 BSO the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to BSO any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to BSO, either directly or by implication, estoppels, or otherwise, any right, title or interest in Motorola's Proprietary Rights. BSO 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, or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to open source software which is governed by the standard license of the copyright owner. Motorola ref no.12-290771JHJ,v.9-14-12 11 SECTION XX INDEMNIFICATION 20.1 GENERAL_ INDEMNITY BY MOTOROLA. Motorola will indemnify, hold harmless and defend BSO, his officers and employees from any and all liability, expense, judgment, suit, cause of action, or demand from personal injury, death, or direct damage to tangible property which may accrue against BSO to the extent it is caused by the negligent acts or omissions or willful misconduct of Motorola, its subcontractors, or their employees or agents. The BSO agrees to give Motorola prompt, written notice of any claim or suit. BSO 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 BSO from liabilities that are in any way related to Motorola's performance under this Agreement. 20.2 INF=RINGEMENT CLAIM INDEMNIFICATION. Motorola will defend at its expense any suit brought against BSO to the extent that it is based on an Infringement Claim, and Motorola will indemnify BSO for those costs and damages finally awarded against BSO for an Infringement Claim. Motorola's duties to defend and indemnify are conditioned upon BSO promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and BSO providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. 20.3 If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense, procure for BSO the right to continue using the Equipment or Motorola Software, replace or modify it so that it becomes non-infringing while providing functionally equivalent performance, or grant BSO a credit for the Equipment or Motorola Software as depreciated and accept its return. The depreciation amount will be calculated based upon generally accepted accounting standards for such Equipment and Motorola Software. 20.4 Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon the combination of the Equipment or Motorola Software with any software, apparatus or device not furnished by Motorola; the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Equipment or Motorola Software; any Equipment that is not Motorola's deign or formula; a modification of the Motorola Software by a party other than Motorola; or the failure by BSO to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. The foregoing states the entire liability of Motorola with respect to infringement of patents and copyrights by the Equipment, Motorola Software, and any of their parts. SECTION XXI INSURANCE Throughout the duration of this Agreement and for all applicable statute of limitation periods, Motorola shall maintain in full force and effect the insurance coverage set forth in the attached and incorporated Memorandum of Insurance — Exhibit C. Within thirty (30) day written notice by BSO, Motorola shall provide a Certificate of Insurance E=videncing such coverage. SECTION XXII PUBLIC ENTITY CRIMES ACT In accordance with the Public Entity Crimes Act (Section 287.133, Florida Statues), a person or affiliate who has been placed on the convicted vendor list maintained by the State of Florida Department of General Services following a conviction for a public entity crime may not submit a bid on a contract with the BSO, may not be awarded or perform work as a consultant, supplier, or subcontractor, under a contract with BSO, and may not conduct business with BSO for a period of thirty six (36) months from the date of being placed on the convicted vendor list. Violation of this section by Motorola shall result in termination of this Agreement and may cause Motorola's debarment. SECTION XXIII DRUG-FREE WORKPLACE Motorola shall provide a drug-free workplace program in accordance with applicable laws and in accordance with the Drug f=ree Workplace Certification attached as Exhibit"D"and incorporated herein. Motorola ref no.12-250771JHJ,v.9-14-12 12 I i SECTION XXIV ASSIGNMENT This Agreement, or any interest herein, shall not be assigned, transferred, or otherwise encumbered by Motorola, under any circumstances, without the prior written consent of BSO, except that Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. SECTION XXV NOTICE Any notice hereunder by one party to the other party shall be given in writing by personal delivery, facsimile, regular mail, commercial express carrier such as Federal Express, UPS, or DHL, or certified mail with proper postage, to the party at the addresses designated in the Agreement. Any notice shall be effective on the date it is received by the addressee. Either party may change its address for notice purposed by giving the other party notice of such change in accordance with this paragraph. Notices shall be addressed as follows; Broward Sheriffs Office 2601 W. Broward Boulevard Fort Lauderdale, FL 33312 With a copy to: Office of the General Counsel Broward Sheriffs Office 2601 W. Broward Blvd. Fort Lauderdale, FL 33312 Motorola Motorola Solutions, Inc., Law Department 1303 E. Algonquin Road, ILO1, 8" Floor Schaumburg, IL 60196 Attn.: Judy Jean-Pierre, Commercial Counsel SECTION XXVI AGREEMENT TERMS TO BE EXCLUSIVE This written Agreement contains the sole and entire Agreement between the parties. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any representation inducing its execution and delivery except such representations as are specifically set forth in the writing, and the parties acknowledge that they have relied on their own judgment in entering into the same. The parties further acknowledge that any statements or representation that may have been made by either of them to the other are void and of no effect and that neither of them has relied on such statements or representation in connection with its dealing with the other. SECTION XXVII WAIVER OR MODIFICATION OF AGREEMENT No waiver or modification of this Agreement or of any covenant, condition, or limitation contained herein shall be valid unless it is reduced to written form and duly executed by the parties. No evidence of any waiver or modification of the terms herein shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising, in any manner, out of this Agreement, unless such waiver or modification is in writing and duly executed by the parties. Motorola ref no. 12-290771JHJ,v.9-14-12 13 SECTION XXVIII AGREEMENT GOVERNED BY LAIN OF STATE OF FLORIDA It is the parties' expressed intent that this Agreement and its performance, as well as, all suits and special proceedings relating to it, be construed in accordance with and pursuant to the laws of the State of Florida. The laws of the State of Florida shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which any legal action or special proceeding may be instituted, commenced, or initiated. SECTION XXIX THIRD PARTY BENEFICIARIES Neither Motorola nor BSO intends to directly or indirectly benefit a third party by this Agreement. Therefore, the parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against the parties based upon this Agreement. SECTION XXX 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 services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; MOSS OF USE, TIME, DATA, GOOD WILL, 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 THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THE 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 the Agreement may be brought more that none (1)year after the accrual of the cause of action, except for money due upon an open account. SECTION XXXI MAINTENANCE SERVICE TERMS AND CONDITIONS These Maintenance Service Terms and Conditions (Maintenance) apply to services whereby Motorola will provide to Customer either (1) maintenance, support, or other post warranty services, or (2) installation services under a Motorola Installation Agreement, as described in detail in the associated statement of work for Maintenance. At Customer's request, Motorola may also provide additional services at Motorola's then-applicable rates for the services. 31.1 Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed. 31.2 If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires. 31.3. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen, or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. 31.4 Customer must specifically identify any Equipment that is labeled intrinsically safe for use in j hazardous environments. Motorola ref no.12-29077/JHJ,v.9-14-12 14 i 1 31.5. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment. 31.5 Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement. 31.7 EXCLUDED SERVICES. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower fighting, duplexer, combiner, or multi-coupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. 31.8 TIME AND PLACE OF SERVICE. Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola and consented to by Customer in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. 31.9 CUSTOMER Contact. Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. 31.10 PAYMENT. Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within thirty (30) days of the invoice date. Customer will reimburse Motorola for all legally imposed property taxes, sales and use taxes, excise taxes, and other legally imposed taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. 31.11 TERMINATION of Maintenance. Any termination of Maintenance will not relieve either party of obligations previously incurred pursuant to this Section 31, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of Maintenance. Upon the effective date of termination, Motorola will have no further obligation to provide Services. Motorola ref no. 12-290771JHJ,v.9-14-12 16 31.12 LIMITATION OF LIABILITY. Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LASSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT be liable for any consequential damages IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. 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. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. 31.13 EXCLUSIVE TERMS AND CONDITION, This Agreement supersedes all prior and concurrent agreements and understandings between the parties,whether written or oral, related to Maintenance, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 31.14 Customer agrees to reference this Agreement on any purchase order issued in furtherance of Maintenance; however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. 31.15 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. 31.16 MATERIALS, TOOLS AND EQUIPMENT. All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of 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 Customers premises by Motorola at any time without restriction. 31.17 At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 31.18 If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates. SECTION XXXII MISCELLANEOUS 32.1 Motorola shall comply with all the applicable statutes, laws, rules, codes, ordinances, and regulations of any and all federal, state, and local political bodies having jurisdiction over the services provided herein. 32.2 In the event either party brings an action against the other to enforce any conditions or covenant of this Agreement; the prevailing party in such action shall be entitled to recover the court costs and reasonable attorneys' fees in the judgment rendered in such action. 32.3 The preparation of this Agreement has been a joint effort of the parties and the resulting document shall not solely as a matter of judicial construction, be construed more severely against one of the parties than the other. Motorola ref no.12-290771JHJ,v.9-14-12 16 32.4 Venue in any proceeding or action amount the parties arising out of this Agreement shall be in Broward County, Florida. 32.5 In entering this Agreement, the parties represent that they have had a reasonable opportunity to seek and select legal advice and have relied upon the advice of their own legal representative, who is an attorney of their own choice, or have voluntarily chosen not to seek the advice of an attorney. The terms of this Agreement have been completely read and are fully understood and voluntarily accepted by them. 32.6 The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of the Agreement. All personal pronouns used in the Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Articles as a whole, including all of the subsections of such Section, unless the reference is made to a particular subsection or subparagraph of such Section or Article. 32.7. SURVIVAL_ OF TERMS. The following provisions survive the expiration or termination of this Agreement for any reason: Subsection 9.7 (Disclaimer of Implied Warranties); Section 18 (Confidentiality); Section 19 (Proprietary Rights); Section 30 (Limitation of Liability); Section 31 (Maintenance) all of the General terms in this Section 32; and Exhibit A (Motorola Software License Agreement. IN WITNESS, the parties hereby execute this Agreement on the dates set forth below: MOTOROLA SOLUTIONS, INC. ; ,/ By: � � Date: is .�'c-t` Marshall Wrig / (AUTHORIZED REPRESENTATIVE) Title: MSSSI VICE PRESIDENT/Director, Sales SCOTT ISRAEL, AS SHERIFF OF BROWARD COUNTY, FLORIDA By: zlaf�,4-_-, Date: ' Ll Colonel TOM Harrin tan executive Dire tor., Depart ent of Administration Approved as to form and legal sufficiency subjec71dM, the parties: By: Date: burger, General Counsel Office of the General Counsel Motorola ref no.12-29077IJHJ,v.9-14-12 17 Exhibit A Software License Agreement This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc. ("Motorola"), and the Broward County Sheriff's Office ("Licensee"). For good and valuable consideration, the parties agree as follows: Section I 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 Software and 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 rights to source code. Motorola ref no.12-290771JHJ,v.9.14-12 18 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; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available(although distribution fees may be applicable). 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. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request. I I Motorola ref no.12-290771JHJ,v.9-14-12 19 4.5. 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 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. 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 defect 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. 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. 1 I Motorola ref no. 12-290771JHJ,v.9-14-12 20 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 RSS 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 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. 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. i Motorola ref no.12-290771JHJ,v.9-14-12 21 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. 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. 13.4. 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. 13.5. 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. 13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11, and 13 survive the termination of this Agreement. 13.7. 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. 13.8 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. I 3 I I Motorola ref no.12-290771JHJ,v.9-14-12 22 Exhibit B Parts Warranty This warranty applies within the fifty (50) United States, LIMITED WARRANTY FOR MOTOROLA PARTS PRODUCTS IS LISTED IN THE PRICE AND AVAILABILITY LIST. I. WHAT THIS WARRANTY COVERS.AND FOR HOW LONG A. Products Other Than Batteries The Government and Public Safety Division of Motorola Solutions, Inc. ("Motorola") warrants the Motorola-manufactured and supplied radio communications product, including original equipment crystal devices and channel elements ("Product"), against material defects in material and workmanship under normal use and service for a period of one (1) year from the date of shipment. When the purchaser timely and rightfully rejects nonconforming Products, Motorola, at its option, will at no charge either repair the Product (with new or reconditioned parts), replace it with the same or equivalent Product (using new or reconditioned Product), or refund the purchase price of the Product during the warranty period provided purchaser notifies Motorola according to the terms of this warranty. Repaired or replaced Product is warranted for the balance of the original applicable warranty period. All replaced parts of the Product shall become the property of Motorola. This express limited warranty is extended by Motorola to the original end user purchaser purchasing the Product for purposes of leasing or for commercial, industrial, or governmental use only, and is not assignable or transferable to any other party. This is the complete and exclusive warranty for the Product manufactured and supplied by Motorola. Motorola assumes no obligations or liability for additions or modifications to this warranty unless made in writing and signed by an officer of Motorola. Unless made in a separate written agreement between Motorola and the original end user purchaser, Motorola does not warrant the installation, maintenance, or service of the Product. Motorola is not responsible in any way for any ancillary equipment not furnished by Motorola which is attached to or used in connection with the Product, or for operation of the Product with any ancillary equipment, and all such equipment is expressly excluded from this warranty. Because each system, which may use the Product, is unique, Motorola disclaims liability for range, coverage, or operation of the system as a whole under this warranty. B. Two-Way Rechargeable Batteries: Capacity and Workmanship Warranty Motorola warrants the Motorola-supplied two-way radio batteries listed below ("battery") as follows. Batteries will be replaced with new or reconditioned parts during the applicable warranty period if the battery capacity falls below 80% of rated capacity (under normal use and service for a period of time from the date of manufacture 4) unless otherwise noted. For the workmanship defects listed below Motorola warrants against defects in workmanship (under normal use and service for a period of time from the date of manufacture) as scheduled below("warranty period"): Capacity and Product Workmanship Warranty Motorola Manufactured IMPRES Batteries: NiCd —24-month workmanship, 24-month capacity NiMH --24-month workmanship, 18-month capacity Li-ion—24-month workmanship, 18-month capacity I 4 Date of manufacture is determined by the date code shown on the battery. 5 Date of manufacture is determined by the date code shown on the battery. Motorola ref no.12-29077/JHJ,v.9-14-12 23 Motorola Manufactured Premium Batteries: NiCd—24-month workmanship, 18-month capacity NiMH —24-month workmanship, 12-month capacity Li-ion —24-month workmanship, 12-month capacity Motorola Manufactured Power Batteries: NiCd— 12-month workmanship, 12-month capacity NiMH — 12-month workmanship, 12-month capacity Motorola Manufactured Mag One Batteries: NiCd—6-month workmanship, 6-month capacity NiMH -6-month workmanship, 6-month capacity NRG Competitive Batteries: NiCd— 12-month workmanship, 12-month capacity NiMH — 12-month workmanship, 12-month capacity Exceptions The Motorola NiMH NTN7396 prismatic battery is warranted for 6 months capacity and 24 months workmanship from the date of manufacture6. The Motorola NiMH RNN4006 and RNN4007 batteries are warranted to 70% of its rated minimum capacity for 12 months and have a 24-month workmanship warranty from the date of manufacture'. iMPRESTM NiCd batteries used with a non-IMPRES charger are warranted for an 18-month capacity and a 24-month workmanship warranty replacement. IMPRESTM NiMH and Li-ion batteries used with a non-IMPRES charger is warranted for a 12-month capacity and 24-month workmanship warranty. A battery will be replaced during the applicable workmanship warranty period if: 1. The battery develops a leak 2. The battery clip breaks due to poor workmanship 3. The battery's seam welds open 4. The battery has contact problems with either the applicable two-way radio or battery charger due to misalignment or plastic residue blocking the battery's contacts. Replacement batteries are warranted for the balance of the original applicable warranty period. Motorola, at its option, will replace the battery with new or reconditioned parts at no charge during the applicable warranty period — provided it is returned in accordance with the terms of this warranty. This warranty is extended by Motorola to the original end user purchaser only and is not assignable or transferable to any other party. This is the complete and exclusive warranty for the battery supplied by Motorola. Motorola assumes no obligations or liability for additions or modifications to this warranty unless made in writing and signed by an officer of Motorola. Motorola is not responsible in any way for any ancillary equipment not furnished by Motorola; which is attached to or used in connection with the battery or for operation of the battery with any ancillary equipment, and all such equipment is expressly excluded from this warranty. For battery recycling information, please call 1-800-422-4210 for details and request your RBRC shipper ID registration form. 6 Date of rnanufactui-e is determined by the state code shown mi the battery. 7 Date of rmanufactut-e is determined by the date code shown oii the battery. Motorola ref no.12-290771JHJ,v.9.14-12 24 Exhibit C Motorola's Memorandum of Insurance MOTOROLA SOLUTIONS ltEl ORANDUM OF INSURANCE PRODUCER THIS MEMORANDUM IS A MATTER OF INFORMATION ONLY. THIS AON RISK SERVICES CENTRAL,INC. MEMORANDUM DOES NOT AMENA EXTEND OR ALTER THE AON CENTER COVERAGES AFFORDED BY TTIE POLICIES BELOW. 200 EAST RANDOLPH STREET COMPANIE 5 AFFORDING COVERAGE CHICAGO,ILLINOIS 60601 COMPANY A Ll et's S nclicate{€A711 A xtt DIBIAk nRL4(h,xrceSemicesa£Illtwis.CALimseW0. 5623 oy Y ( ) INSURED COMPANY B MOTOROLA SOLUTIONS,INC.AND ITS SUBSIDIARIES COMPANY C 1303 EAST ALGONGUIN ROAD COMPANY D SCHAUMBURG IL 60196 COVERAGES THIS IS TO CERTIFY THAT THE POLI CIFS OFItiSURAHCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMEI)ABOVE FOR THE POLICY PERIOD RMICATED, HOT WITHSTAIIDDIG ANY RE]UIRF.hiO T,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CE:RTMCATE b%Y BE ISSUED OR MAY PERTAW,THE INSURANCE AFFORDED BY TIE P OLICIES DES C RIBS D HERE N IS SUBJECT TO ALL THE TERMS,FK CLW IONS AND CONDITIONS OF SUCH POLICIES LM9TS SHOWN MAY HAVE BMT REDUCED BY PAID CLAIh4.S. C4 FOLICY POLICYR££RCTIiIE POLICYEXFIRATION LTR TYPE 0£DNSURANCE NUMIBER DATE JU4jDDIY DATE MIIDDM LIhirn GENERAL LIABILITY GENERAL -CO1tumlcialGerLeral AGGRIr3ATE Liability PRODUCTS RcueiQtre COMPIOP AGO PERS OVAL& ADV IWURY EACH oC CURElECE FIRE DAMAGE one fire MID ER P ace ers AUTO 61013HY COritBIkIED LIABUMV SIRDLELMIT BODILY INUURY AttyAuto rwideti BODILY INJURY iaCLidett PROPERTY DAMAGE GARAGE LIABILITY AUTO ONLY each ac cider OTHER THAN AUTO ONLY EACH AC C IDRTI AGGREGATE EXCE 9Ji LEI+Y EACH OCCURENCE AGGREGATE NVCMRli C(DIP Statu- EhiPI pYER'S to littib I.TAIITI.TTY M EACH ACCIDENT ELDISEASF, POLICY LIMIT ELDISEASE- I;A EMPLOYEE A 011UR PER WROk[GFUL MiscelLuwaus Rofessionei QK1304174 701013 7N1M14 ACT $1400 UJ Liability AGGREGATE FOR.INFOPNIATIONAL PURPOSES ONLY Motorola ref no.12-290771JHJ,v.9-14-12 25 Exhibit D Drug Free Workplace Certification by Vendor (a MOTOROLA SOLUTIONS Drug-FreelAbrkforce&Stoke-FreeWorlgtlace Statement of Policy Motorola Solutions policy explicitly prohibits the unlawful possession,use,pun€hase,sale,dispensation,distribution,transfer,or manufacture of drugs or other controlled substances,or the abuse of alcoho(while on Motorola Solutions prams or Wille,conducting Motorola Sdutlons business off Motorola Solutions pro rases Emliloyees should report to nark fd for duty and free of any adverse effects of ilegal drugs or alcohol.In addition, errlaloyeas may smoke In designated smoking areas only.Violations of this Policy may result In disciplinary action,up to and Including terminalion of employment,and may have legal consequences. Scope All Molowla Solutions amployees based at[ccationswilhin the Untled Stales. Application Motorola Solutions comptleswith the Drug-Free Workplace Act,applicable regulations of government agencies(including regulations prom Wgated by the Department of Transportation),and other fade ra(state and[coa]larva and regulations.All employees and applicants for employment are advised, inwdting,of our Drug-Free Worldorce and SmWca-Free Workplace Policy- Drug andfor alcohol testing is conducted in accordance with applicable law(s). Circumstances that Require Druq ancUorAlcobol Testing 4. Pre-Era4o4oymertD&VTesth7g.Allappticantsforemploymentmustlakeandpassadtu gtestbeforetheyreceiveanunconditionalofferof employment andfor begin working for Motorola Solutions.App @cants who refuse to cooperate in a drug lest,or who do not passe drug test, Ydll be Ineligible for hire and employment with Motorola Solutions at that time and cannot re-apply for a position with Motorola solutions for a period of six months following the data of their drug lest 2. Fw-Cause Drug andAkohof Testing.Motorola Solutions may require that an employee take a drug andfor alcohol testwvben Motorola Solutions has reasonable suspicion,based on specific observable facts or behaviors,that an employee may be under the Influence of drugs or alcohol,or has been using drugs or alcoholwnte he/she€svxir rng,on Motorola Solutions premises,operating a Motorola Solutions vehicle,machinery,or equipment orpresent In any otherlocatlon performing servicesfor Motorola Solutions.The observer(s)vdil document the specific observed facts or behaviors that support the reasonable suspicion.Failure to cooperate or otherwise take a requested for-cause test viii result In termination of employment a. Post Acc0e;t Tesft.Motorola Solutions may require an arnployee to taste a drug andfor alcohol test when Motorola solutions reasonably believes the employee may have conlr;buted to orcaused avrork•related accidentthat resuitsin serious bodily Injury to a person andfor significant damage to Motorola Solutions property.The drag andfor alcohol test shalt be admInlslered as soon as practicable follmvatg the accident. 1 Custorrx-r-R£andatedDrugandAkofxrf 74?stcrg.Motorola Solutionsmay require an employee to take a drug andfor alcohol testnben such a test is mandated by a Motorola Solutions customer as part of a contract.Failure to cooperate or otherwise take a customer•ntandated test will result In the Immediate removal of the employee from the customer project he/she Is supporting and may result In further action behtg taken against the employee. 4. RanOmDrugTestingandAtohafTestig.ForemployeesInsa feiy-sens&eposlions,MotorolaS olutionsmayrandorraytest fordrugs and/or alcohol In accordance wAth procedures developed by M otorola Solutions for those specific c olegories of employees. Consequences of Positive Druq andfor Alcohol Test Result or Other Violation of this P oRiX Except for Pro-Employrnent Drug Testing,the first time an employee does not pass a drug test andfor tests positive for alcohol,he/she nil#be referred to the Employee Assistance Program(EAP)and must comply with any conditions set by the EAP Consultant(counseling program).Failure to comply vJIh arty conditions set forth In the counseling programwtill result on termination of employment.As determined by the EAP Consultant and Motorola Solutions,an employee In a counseling program must pass a return-lo-duly test for drugs or alcohol(or both)before returning to work Additionally,an employee walla successfully completes a counseling program moist submit to follow-up testing for drugs or alcohol(or both)at times and frequencies delotmIned by Motorola Solutions for a period of up to two(2)years follo'ivIng successful corrttletion of the counseling program.An employee who does not pass a second requested drug ancifor alcohol test,or does not pass a return-to-duty or any subsequent follom+Fup test,may be terminaled.Disclpline far actions of an employee rAile under the Influence of drugs and/or alcohol,for possession,use,purchase,sale, dispansation,distdbutioA transfer or manufacture of drugs or other controlled substances,andfor forvlulations of smoking restrictions%sill behandied under Motorola Solutions's Progressive Discipline Policy. Testing Procedures AkohofC JectlonandTearingProcedrrea Except where precluded by applcable law,Motorola Solutions will followthe procedures set forth below. I. Employees subject to alcohol testing vAll be required to sign a wwitten consent form in%vhVh they consent to and authorize testing. 2. Emplayeeswiit be sent to a Motorola Solutions designated collection site where they will be required to verify their Identity and cooperate in the site'snormal specimen collection procedures. 3. The collection and testing%,All be conducted,In private,by a trained technician who wit use approved testing devices and testing forms. Chain of custody procedures well be maintained from collection to thetims specknon(s)may be discarded so as to ensure proper Identiftcatlon,labeling,record keeping,handing,and testing ofspecimen(s). 4. A screening test wail be conducted first.If art employee's green test result w less titan.02,the employee will hare passer/the test. 5. If the employee's measured alcohol concentration is.02 or more,the employee veill be required to take a confirmation lest.The results ofthe f Motorola ref no.12-29077IJHJ,v.9-14-12 26 3 confirmation test,not the screen test,are determinative.If the employee's confirmation test result is less than.04,the employee will have passed the test If the employee's confirmation test results Is.04 or more,the employee will have tested positive for alcohol. 6. The tech nicianvAl notify Motorola Solutions of the employee's test result In a confidential manner. Drug Collection and Tesbng Procedures Except where precluded by applicable law,Motorola Solutions will follow the procedures set forth belrxrr. 1. Applicants and employees subject to drug testing will he required to sign a written consent form in which they consent to and authorize testing. 2. Applicants and employeas will be sent to a Motorola Solutions designated collectlon site where they will be required to verify their Identity and otherwise cooperate in the site's normal specimen collection procedures.Applicants and ompioyeeswilI have the opportunity to disclose any over-the-counter or prescribed medications that they are using or have recently used,or any other information,medical or otherwise,that they think may be relevant to the testing. 1 Specimens will be collected,in private,by a trained collection site person who will use approved collection containers and custody and control forms.Chain of custody procedures W11 be maintained from collection to the time specimen(s)may W discarded so as to ensure proper Identification,labeling,record keeping,handling,and testing of specimen(s). 4. Collected specimens will be tested by a certified laboratory.The laboratory will test specimens for marijuana,cocaine,opiates, amphetamines,and phencyclidine(PCP)(and such other controlled substances as may be dictated by the circumstances in accordance with the requirements of applicable law).The laboratory will first conduct a screen on the specimen.If the screen test Is negative,the laboratory will report to Motorola Solutions that the applicant or employee has passed the drug test If the screen test is positive,the laboratory will anatyze the appicants or employee's specimen using gas chromatographyAnass spectrometry.The laboratory Wit send the test results to the MRO. 5. The MRO Is responsible for ensuring the accuracy and integrity of the drug testing process.If an applicant or employee has a confirmed positive,adulterated,substituted,or ImraM drug test result,the MRO Wif contact the applicant or employee by telephone via the Information provided by the applicant or employee on the custody and control form.Applicants and employees must promptly cooperate with the MRO. 6. The MRO will advise Motorola Solutions if an applicant or employee has passed or failed the test,refused to cooperate,if a specimen is dilute,or if a test should be canceled.If the MRO determines that there is a legitimate medical explanation for a positive,adulterated,or substituted test result,the MRO wiH report a verified negative test result to Motorola Solutions.If the applicant or employee does not provide a legitimate medical explanation for a positive test result,the MRO W[I verify the test result as positive.it the applicant or employee does not provide a legitimate medical explanation for an adulterated or substituted test result,the MRO will report to Motorola Solutions that the applicant or employee has refused to take a drug test.Invalid test results will be canceled and,depending on the circumstances,may subject an apps cant or employee to additlonal testing. 7. Motorola Solutions will advise applicants and employees of their rights,If any,to have their same specimens retested or their split specimens tested by a certified laboratory. Appeal Procedures Employees or applicants may appeal a MRO verified positive,adulterated,or substituted test result by submitting a seated,written appeal tatter to the Motorola Solutions Drug and Alcohol Program Managerwlthin ton(10)business days of notice of their results.This letter should expiafn the basis of the appeal and the material facts supporting the appeal. Upon receipt of the appeal letter by the Motorola Solutions Drug and Alcohol Program Manager,the appeal will be thoroughly Investigated and considered.The employeelappUcantwilI be notified of the final decision In wAUN within ten(10)business days of the Motorola Solutions Drug and Alcohol Program Manager's receipt of the appeal. Confidenbatitvof Records Records relating to drug arrdlor alcohol testing are maintained and protected in accordance with legal requirements and our standards for privacy and confidentiality,of personal health information.Copies of all records relating to test results and other information relating to the testing process may be requested by the employee or applOnt Inspections Motorola Solutions reserves the right to inspect ail parts and aspects of its premises for illegal drugs,alcohol,or other contraband.All employees and visitors may be asked to cooperate fn Inspections of their persons,work areas,and property(such as purses,lunch boxes,water coolers,thermos bottles,flasks,briefcases,desks,cabinets,or lockers)that may conceal iltegal drugs,alcohol,or other contraband. Crimes Involving Drugs Employees who are convicted of,plead guilty to(Including a plea of note contendere or no contest),or are sentenced for a crime involving Illegal drugs must report the conviction,plea or sentence to their supervisorslmanagers anxd the Human Resources Department within five(5)days after such conviction,plea,or sentence.If an employee who Is convicted of,pleads guilty to,or is sentenced for a crime lnvoNing Illegal drugs performs work directly relating to Motorola Soluttorves contracts or grants with a state or the federal government,Motorola Solutions wilt report such conviction, plea,or sentence to the appropriate agency within ten(10)days alter It receives notice.Motorola Solutions may take disciplinary andlor other appropriale action(e.g.referral to the Employee Assistance Program)whon an employee engages in any conduct or Is Involved in any crime that harms Motorola Solutions'cperatfons or reputation. Smoke-f=ree Workplace Employees may smoke in designated smoking areas only.Where required by local law or by the terms of a lease agreement,smoking will be prohibited Inside Motorola Solutions facflitfes and within a certain distance of facility entrances(distances may vary in accordance with focal requirements)."No smoKmT signs will be clearly and conspicuously posted in areas whore smoking is prohibited.For purposes of this policy, 'smoking'includes electronic cigarettes or any other devices that look like and act as tradihonaVordinary tobacco products. Cross Reference 3 i Motorola ref no.12-290771JHJ,v.9-14-12 27 • Progressive Dlscirkine • O n Door process Definitions D, rugs:Controlled substances that are not being used and possessed under the supervision of a licensed health care professional or as otherwise allowed by federal law.Motorola Solutions currently tests for the following drugs:Amphetamines(Dexedtlne,Speed,Ice,Crack,Uppers). Cannabinolds(THC,Ma6juana),Cocaine(Crack),Opiates(Heroin,Morphine,Codeine),and Phencyclidine(POP,Angel Dust). Employee Assistance Program(EAK A program to assist emp'oyees and their dependents with personal,family,financial,relalionshlp,substance abuser and other problems.Motorola Solutions EAP Consultants also provide consultation to managers on performance management and productivity concerns,as%vall as on business change Impacting the workplace. Medical Review officer(MIR :The trained,knowledgeable,independent physician(s)retained by or under contract to Motorola Solutions.The MRO reviews drug test results from the laboratory and evaluates any medical explanations for such results. Pass a Druo Tesk Not to test positive for drugs or not to have an aduitarated or substituted specimen. Version Date:0210112010 Original Effective Date:01101F2002 E Motorola ref no.12-29077/JHJ,v.9-19-12 28 i MOTOROLA Budget Proposal Date: 10/21/2013 Submitted By: John Gambrell Customer. Winter Springs PD Address: 3382 Bartlett Blvd Address: 300 North Moss Road Orlando, FI 32811 Winter Springs, FI 32708 Attention: Capt.C. Delsler Phone: 407-648-5333 ext 1104 Phone: 407-327-7550 Fax: 407-648-5611 Fax: Cell: 407-697-5920 Email: Email: john.gambrell@_wtecmss.com Equip,Type: APX6000 11 Portable&APX6500 Mobile Radios Configured for Winter Springs PD"Package" Seminole County SRe,cifica,tion Guidefines QTY Description Contract:Price Ext. Price 110, H98UCF9PW6 N APX6000 Model 11 with: $3,,706.12 $37,061,20 Q806 Astro Digital CAI Operation H38 Smartzone Operation Q361 P25 Software(includes 0173 Omnil ink) QA01648 Advancd Sys Key-Hardware Key QA01 837AA Alt Battery NNTN7038A H885 2 yr extended service warranty H301CN Delete Carry Holder&Clip ADP Privacy Software included PMMN4060A Public Safety Mic 24"Cable PMAF4002A Antenna for PSM NNTN7038A 2900 MAH Spare Li Ion Battery WPLN7080A Impres Charger PMLN5657A Leather Carry Case w/Swivel D Ring 8 M25URS9PW1 N APX6500 Mobile with: $3,959.50 $31,676.00 G806 Astro Digital CAI Operation G51 Smartzone Operation G361 P25 Software(includes 0173 Omnilink) GA01648 Advancd Sys Key-Hardware Key G242AX 2 yr Extended Service Warranty G442 05 Control Head G444 Control Head Software ADP Privacy Software Encryption G67 Remote Mount Hardware W484 Antenna W22 Palm Mic B18 Speaker 18 Less Q4 Promotion Discount$450 ea.* ($450.00) ($8,100%00'), NOTES: Pricing as per Broward County SO Contract Delivery included-Standard Ground Programming by Seminole County Normal Delivery time approx 2-3 weeks ARO Q4 Promotion Discounts apply too e TOTAL: $6_0 ,637.20 placed before Nov 22 for shipment by Nov 22.