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HomeMy WebLinkAboutCity of Tamarac Resolution R-2014-056TR 12497 Page 1 May 29, 2014 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2014 -� Jp A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA TO PURCHASE FROM MOTOROLA, INC., UNDER BSO-MOTOROLA CONTRACT #12-29077/JHJ, SEVENTEEN (17) MOTOROLA APX DIGITAL MOBILE RADIOS, THIRTY (30) MOTOROLA APX DIGITAL PORTABLE RADIOS, BATTERIES, BATTERY CHARGERS AND RELATED ACCESSORIES FOR A TOTAL COST NOT TO EXCEED $250v000.00 IN FY14; TO COMPLETE THE SUBSCRIBER EQUIPMENT UPGRADES THAT WERE STARTED IN FY10 AND ARE NEEDED FOR A SEAMLESS MIGRATION TO A P25 DIGITAL RADIO SYSTEM; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Tamarac Fire Rescue (TFR) relies on the Broward County Regional Public Safety Radio System to provide emergency radio communications; and WHEREAS, the Broward County Regional Public Safety Radio System has announced that it will be upgrading its radio system with a standard based APCO Project 25 radio system; and WHEREAS, Motorola has announced the end of service and support for some of the TFR portable and mobile radios systems, presently used for emergency response; and WHEREAS, the purchase of forty-seven (47) Motorola APX radios will allow Tamarac Fire Rescue to continue to respond to emergencies utilizing the existing radio system and be ready to seamlessly switch to the new P25 radio system upon its implementation; and WHEREAS, the BSO and Motorola, Inc. agreement will allow the City to utilize BSO- Motorola Contract #12-29077/JHJ pricing in an amount not to exceed $250,000.00; and WHEREAS, Article V "Purchasing Procedures", Section 6-155 of the City of Tamarac Code, "Waiver of Purchasing Procedures" permits the City to utilize agreements entered into by the U.S. Government or other governmental agencies without the additional formal competition; and TR 12497 Page 2 May 29, 2014 requirement for WHEREAS, funding for the forty-seven (47) APX radios (as outlined in the TFR radio replacement schedule attached hereto as Exhibit B) has been provided for in the FY14 budget; and WHEREAS, the Fire Chief and the Purchasing and Contracts Manager recommend purchasing the forty-seven (47) APX radios, batteries, battery chargers and accessories from Motorola, Inc. with pricing under the BSO-Motorola Contract #12-29077/JHJ, in the amount not to exceed $250,000.00 in FY14 (attached hereto as Exhibit A); and WHEREAS, the City Commission of the City of Tamarac deems it to be in the best interest of the citizens and residents of the City of Tamarac to purchase the APX radios and associated accessories in the amount not to exceed $250,000.00 from the Fire -Rescue FY14 budget. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: The foregoing 'WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. All Exhibits attached hereto are expressly incorporated herein and made a part hereof. SECTION 2: The appropriate City officials are hereby authorized to purchase the forty- seven (47) APX radios, batteries, battery chargers and accessories from Motorola, Inc. with pricing under the BSO-Motorola Contract #12-29077/JHJ, in the amount not to exceed $250,000.00 in FY14 (attached hereto as Exhibit A). SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or in T R 12497 Page 3 May 29, 2014 application, it shall not affect the validity of the remaining portion or applications of this Resolution. SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTEDPp4,PPROVED this I A K4,o %*ft � ` • • •• ftftv • • .� eta. d..op vow 1963 '� � •, SAL : 0 ate 0 14 o couN ���111111�1� ATTEST: _` PAT TEUFFEL, CMC CITY CLERK I HEREBY CERTIFY that I have approved RESOLUTION this GOREN ATTORNEY day of HARRY DRESSLER, MAYOR RECORD OF COMMISSION VOTE: MAYOR DRESSLER DIST 1: COMM. BUSHNELL DIST 2: VICE MAYOR GOMEZ DIST 3: COMM. GLASSER DIST 4: COMM. PLACKO EXHIBIT A - TR12497 $COTT ISRAEL. A8 SHERIFF OF BR0MRD COUNTY. FLORIDA MQTDROLA SOLUTIONS. INC. /,I;V/ E ENT entered Into this�" da o 413, b and between SCOTT THIS AGR EMy Y ISRAEL, as the Sheriff of Broward County, Florida (herel 0aftereferred to as uBSO") and MOTOROLA SOLUTIONS, INC. (hereinafter referred to as "Motorola"). BSO and Motorola may be referred to individually as a "Party" and collectively as the "Partlee". 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 4.1. Motorola wilt 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 Motoroles then current calendar year published list Domestic .User Price Book t"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 perforrnance 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: Proiect Manager 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 SOWS prajept schedule, Implementation plan, and change orders. • 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-suppiled hardware. • Ensure that Motorola -provided equipment specifications are net. • Verify that all site preparation Is complete prior to the installation of the equipment. Motorola ref no.12-29Q77/JHJ, v 9-14-12 1 I EXHIBIT A - TR12497 • Supervise field installation and impierwntatlon 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. SlAftm, Enaine,w 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 Techno[QgLst 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 execuflon of the system cutover plan. • Provide continuous technical support even after project acceptance. Motorola ref no.12-294771.HJ! v.9-14-12 2 EXHIBIT A - TR 12497 Radio Subscriber Services Moto :ot South Mo r da Sold Services Prices are valid for use by Authorized Motorola Service Facility. DAILY TRIP CHARGE TO GO ON SITE TO CUSTOMER LOCATION TO PERFORM SERVICES FOR PORTABLE OR MOBILE TYPE RADIOS SUCH AS PROGRAMMING, INSTALLATION, REMOVALS PORTABLE PROGRAMMING PER RADIO (1 RADIO) 125.00 54.00 PORTABLE PROGRAMMING PER RADIO (2 TO 50 RADIOS) 47.00 PORTABLE PROGRAMMING PER RADIO (61 TO 100+ RADIOS) 39.00 MOBILE PROGRAMMING PER RADIO (I RADIO) 54.00 MOBILE PROGRAMMING PER RADIO -(2 TO 50 RADIOS) 47.00 MOBILE PROGRAMMING PER RADIO(51 TO 100+ RADIOS) 250 AND MORE MODES 39.00 735.00 250-MODE TEMPLATE WITH EXCEL TEMPLATE 500.00 160-MODE TEMPLATE WITH EXCEL TEMPLATE 425.00 48-MODE TEMPLATE WITH EXCEL TEMPLATE INSTALLATION 310.00 200.00 REMOVAL AT TIME OF NEW OR RE -INSTALLATION 47.00 REMOVAL WITHOUT NEW OR RE -INSTALLATION INSTALLATION 65.00 270.00 REMOVAL AT TIME OF NEW OR RE -INSTALLATION 65.00 REMOVAL WI TROUT NEW OR RE -INSTALLATION 80.00 I Note I: Progranuning pricing referenced above is based on Customer -Supplied Radio Template (not an Excel Template). Note : New radio models not currently in use by the -customer will require a now Radio Template. Nam: Most Flash Code Upgraded Radios will require a new Radio Template. Motorola ref no.12-290771JHJ, v.9-14-12 3 EXHIBIT A - TR12497 INSTALLATION 400.00 REMOVAL AT TIME OF NEW OR RE-�INSTALLATiON 1S5.00 SECONDARY REMOVAL AT TIME OF NEW CAR RE -INSTALLATION 65.00 REMOVAL WITHOUT NEW OR RE -INSTALLATION 195.00 SECONDARY REMOVAL WITHOUT NEW OR RE -INSTALLATION 65.00 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) 105.00 REMOVAL WITHOUT NEW OR RE -INSTALLATION (SINGLE CONTROL HEAD) 270.00 REMOVAL AT TIME OF NEW OR RE -INSTALLATION (DUAL CONTROL HEAD) 170.00 REMfJVAL WITHtJUT NEW OR RE -INSTALLATION (DUAL CONTROL HEAD} 285.00 INSTALLATION QUOTED REMOVAL QUOTED INSTALLATION: INCLUDES PENETRATION OF ONE WALL 50 FT OF %-INCH 500.00 CABLE, INSTALLATION OF CABLE, CONNECTORS, YAGI RF ANTENNA TYPE ANTENNA REMOVAL 195.00 INSTALLATION: INCLUDES 50 FT OF CAT-3 8-CONDUCTOR CABLE AND 384.00 CONNECTORS WITH MOTOROLA-7 PROVIDED REMOTE ADAPTOR AND DESKSET; INCLUDES REMOTE DESKSET PROGRAMMING THIRD PARTY VENDOR SERVICES PROVIDED BY MOTOROLA SOLUTIONS, QUOTED INC. 2 ice: ALL Headset interfaces are EXCLUDED hl the prices referenced above and a site walk will need to be performed to ensure proper quoting to meet customer expectation. NOW 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. All parts 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. 12-29077/JHJ, v.9.14-12 4 EXHIBIT A - TR12497 1.3. EXCLUSIVE METHOD FOR PLACING ORDERS. During the terra of this Agreement, SSO (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 Motmill Contract No. ,-12-29077/JHJ, and must specify the Product by model number, the unit price, the number of units being purchased, and the extended prise; concerning services, each order must specify the type of services being purchased. Motorola will make reasonable eftorts 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 shiplime all orders within the e 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 t"MOV), 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 httn;&www.motorola.com&Mfij00 , , vemmentl 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 MotorolWs Memorandum of Insurance Exhibit D Drug Free Workplace Certification by vendor 1.5 Definifions "Contract Price" means the pace 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,, ticense 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 Motorols 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. Motor*W ror no.12-29077/JHJ, v.9-14-12 0 EXHIBIT A - TR12497 SECTION II MARINER OF PERFORMANCE 2.1 Motorola shall perform all services In a send and workmanlike miner. All services shall adhere to the utmost professional standards. 2.2 Motorola agrees to perform, at a0 tines faithfully, industriously, and to the best of its ability, experiences, and latent, 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 Ili 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 Lets and the Current version of Motorola's Domestic User Price Book at the time an order is placed. Discount "i'k.) Off Of Category of Equipment CLIrrent List Price 20% X-Sedes P25 Subscribers 25% APX P25 Subscribers 23% X-Series/APX Accessories 15% X-Series Non-P25 Subscribers 20% APX Non-P25 Subscribers TRSO Subscribers and Accessories 16% 15% Motorola WARIS Categorized Commercial Subscribers and Accessories On all other Motorola Manufactured Equipment 26% 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) MotoWsi ref no.12-29077/JHJ, v.944-12 8 EXHIBIT A - TR12497 1000-2499 37% 140% 26% 129% 2500- 4999 5000 and > 144% 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 Sta% 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 involves. Tide and risk of loss to the Equipment wiN 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 S. 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, Induding, 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 firth 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 V11 SITES AND SITE CONDITIONS 7.1 ACCESS TO SITES. If Motorola is providing Installation or other services 8S0 will provide all necessary construction and building permits, licenses, and the, like; and access to the work sibs or vehicles as reasonably requested by Motorola so that it may perform Its contractual duties. Mo MI& ref no.12-29077/JHJ, v.914-12 7 EXHIBIT A - TR12497 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 V111 ACCEPTANCE Acceptance of the Products will occur upon delivery to BSa 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 Licensoes 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 SSO agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by 880, 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 SSO 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; SSO'S failure to comply with all applicable industry and OSHA standards, (11) 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 DmIted 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 )vil) normal or customary wear and tear. Motorola ref no. 12-20077/JHJ, v.9-14-12 M EXHIBIT A - TR12497 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 confines 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 SSO 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 IS COVERER. 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 OPEWEND CONTRACT No guarantee is expressed or implied as to the total quantity of equipment purchased under this Agreement. BSO reserves the fight 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 Agreeffwnt 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 -SSO against any liability resulting from personal injury or illness, to MotoroWs employees, agents, or servants during the performance of the services, dudes, and responsibilities contemplated herein. SECTION Al 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 area 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 X111 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 appllcable, would be set fords in Moborols's Annual Report and 10-K filings. 13.2 BSO reserves the right to approve or reject, for any reason, MotorolWs 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. MoWmla ref no.1.2-29077JJHJ, v.9-14-12 9 EXHIBIT A - TR12497 SECTION XIV INDEPENDENT CONTRACTOR 141 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 obilgate or bind BSO. SECTION XV PAYMENT OF TAXES SSO -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 falls 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 ail 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 Americas 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 serves are provided. Motorola further assures that all subcontractors are not in violation of the terms of the Section. SECTION WIII 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 submit#ing 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.12-29077/JHJ, v.944-12 10 EXHIBIT A • TR12497 18.3. Confidentiality Obligation. Each party Is a disclosing party CDisctoser") and a receiving party ("Recppeent') under this Agreement. Curing 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 disclowre of Confidential Infbrmatlon; (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 Wither 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. 18.6. Confidential Exceptions. Reelplent is not obligated to maintain as confidential, Confidential Information that recipient can demonstrate by documentation (1) 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; (fit) 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 Infarnon 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 Informe lon 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 Flights. All intellectual arty 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 to the Software License Agreement Motorola does not grant to BSc, either directly or by Implication, estoppels, or otherwise, any right, title or Interest in Motorolats Proprietary Rights. SSO will not modify, disassemble, peel components, decompiie, 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. Motorole rot no.12-29077/JHJ, v.944.12 11 EXHIBIT A - TR12497 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 880 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 SSO 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 SSO from liabliitles that. are In any way related to Motorola's performance under this Agreement. 20.2 INFRINGEMENT 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 SSO for an Infriingement Claire. 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 negofiations 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 Sotlware, 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 wilt be calculated based upon generally accepted mounting standards for such Equipment and Motorola Software. 20.4 Motorola will have no duty to defend or indemnify for any Infringement Claire 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 shalt 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 Evidencing 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 subunit 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 13SO for a period of thirty sic (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 adrug-free workplace program in accordance with applicable laws and is accordance with the Drug Free Workplace Certification attached as Exhibit "D°and incorporated mein. Motmis ref no.12-290771JHJ, v.9-14-12 12 EXHIBIT A - TR12497 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, commerdal 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 Sheriff`s Office 2601 W. Broward Boulevard Fort Lauderdale, FL 33312 With a copy to: Office of the General Counsel Broward Sheriffs Offtee 2601 W. Broward Blvd. Fort Lauderdale, FL 33312 Motorola Motorola Solutions, Inc., Law Department 1303 E. Algonquin Road, I Lot , r Floor Schaumburg, IL. 6019E Attn.: Judy Jean-P#erre, 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 raesped 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 thl 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 connectlon 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. Motomis ref no.12-2W77/JHJ, v.9-1 d-12 13 EXHIBIT A - TR12497 SECTION XXVIII AGREEMENT GOVERNED BY LAW 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 VIX 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 benefidarles to this Agreement and that no third pasty 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; LOSS 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 some 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 bate 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 hazardous environments. Motorola rel no.12-29077/JHJ, v.9-14-12 14 EXHIBIT A - TR12497 31.5. if Equipment cannot, In Motorola's reasonable ,opinion, be properly or economicalty'serviced for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the prim to Service that Equipment. 31.6 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 dar raged 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 rnajeure events. Unless speciltcally 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 lighting, duplexer, combiner, or mufti -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. 'locatlon 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, heal, 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 Wbrmation 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. MotoWe ref no.12-29077%JHJ, v.9-14.12 16 EXHIBIT A - TR12497 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 LOSSES 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 Customer's 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 fior those servlm on a time and materials basis at Motorola's then effective hourly rates. SECTION XXXII MISCELLANEOUS 32.1 Motorola shag comply with all the applicable statutes, laws, rules, codes, ordinances, and regulations of any and all federal, state, and focal 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.12-29077/JHJ, v.9-14-12 16 EXHIBIT A - TR12497 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 ain any way the meaning or interpretation of the Agreement. All personal pronouns used in the Agreement shall Include the other genders and the singular shall include the plural, and vice versa, unless the context othwwlse 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 10 (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. Marshall WrigyfC(AUTHORIZED REPRESENTATIVE) Title: MSSSI VICE PRESIDENT/Director, Sales Date:.,,. • '' c r SCOTT ISRAEL, A�.SHERIFF OF BROWARD COUNTY, FLORIDA By: Date: E AX Colonel T m Harrin oncutive Ofre t of Administration Approved as to form and legal sufficiency subject to� the parties: By: lid M. Gunzbur+ger, General Counsel Office of the General Counsel Motorola rat no. 12-29077/JHJ, v.9-14-12 17 Date: 0 Vol EXHIBIT A - TR12497 Exhibit A Software License Agreement This Exhibit A Software License Agreement ("Agreement"} is between Motorola Solutions, Inc. CNIotorola"), and the Broward County Sheriffs Office ("licensee'). For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation" means product and software documentation that species technical and performance features .and capabilities, and the user, operation and trainfng 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 implementation, or internal controls that exploited) and result in a security breach system damaged. flaw or weakness In system security procedures, design, could be exercised (accidentally triggered or intentionally such. that data is compromised, manipulated or stolen or the 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 MotorolaI and (ill) 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 proprietary Software or products containing embedded Agreement contains the terms and conditions of "the Licensee's use of the Software and Documentation. connection with MotoroWs delivery of certain or pro -loaded proprietary Software, or both. This license Motorola is providing to Licensee, and Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable Itcense fees, Motorola grants to Licensee a personal, limited, non -transferable (except as permitted in Section 7) and non- exclusive license under Motorala'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 1s EXHIBIT A - TR12497 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; (it) 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, (ill) 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. Wthout 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: (1) 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; (ill) 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: (1) 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 locaflon 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. Motorola ref no.12-29o771JHJ, v.9-14-12 19 EXHIBIT A - TRI2497 • 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-compliations, disessemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola% 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. Ali 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 t.icensee'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 Motoroia'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 foal 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 addftion, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Motwofe ref no.12-29077/JHJ, v.9-14-12 20 r EXHIBIT A - TR12497 Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola% 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 (rather than RSS and Motorola's FLASHportV 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. i Licensee's right to use the Sore 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 Licensees 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 rernedles at law or in equity (including immediate Injunctive relief and repossession of all non-ernbeddect 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 Govemrment 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)41 j and (2) of the Commercial Computer Software -Restricted Rights clause at FAR 52.227-19 (JUICE 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, License's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph Cc3t1 j(lt) of the Rights in Technical Data and Computer Software clause at DINARS 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 to the Primary Agreement concerning Confidential Informatbn apply. Motorola ref no.12-290771JHJ, v.9-14-12 21 EXHIBIT A - TR 12497 Section. I I 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 kwe and regulations of the United States and Licensee will comply with all applicable taws 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 Unites 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 "UCITA7) 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 to the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 51 6.32 7, 88 91101 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 -natter. 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. Motorola ref no. 12-290771JHJ, v.9-14-12 22 EXHIBIT A - TR12497 Exhibit B Parts Warranty This warranty applies within the filly (50) United States. LIMITED WARRANTY FOR MOTOROLA PARTS PRODUCTS IS LISTED IN THE PRICE AND AVAILABILITY LIST. L WHAT THIS WARRANTY COVERS. AND FOR HOW LONG A. Produ Other Than Batteries �■ i i it-1 1. i�r � rrrrrrrrr. 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 rProduct*), 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 tlnmely 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 far 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 llabllk for range, coverage, of operation of the system as a whole under this warranty. B. iwso�-vftechargeable B erles: CaRggltv ang WmkmanshiR Warranty Motorola warrants the Motorol"upplied 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) 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 Marwfactured IMPRES Batters: NiCd r- 24-month workmanship, 24-month capacity NIMH — 24•month workmanship, I8-month capacity Li -Ion -- 24-month workmansh ip,18-month capacity 4 Date of manufacture is determined by the date code shown on the battery. S Date of manufacture is determined by die date code shown on the battery. Motorola ref no.12-290771JHJ, v.9-14-9 2 EXHIBIT A - TR12497 Motorola Manufactured Premium Batteries: NiCd — 24-Month workmanship.18-month capacity NIMH -- 24-month wo manship, 12-month capacity LI-ion — 24-month workmanship, 12-month capacity Motorola Manufactured Power Batteries: NiCd-12-month workmanship,l2-month capacity NIMH —12-month workmanship, 12-month capacity Motorola Manufactured Mag One Batteries: NiCd - e-month workmanship, a -month capacity NIMH - 6-month workmanship, 6-month capacity NRO 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 manufacture. The Motorola NIMH RNN4006 and RNN4007 batteries are warranted to 70% of its rated minimum capacity fo►r 12 months and have a 24-month workmanship warranty from the date of manufacture . IMPRESP4 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 YIN be replaced during the applicable workmanship warranty period it 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 wish the terms of this warranty. This warranty is extended by Motorola to the original end user purchaser only rand 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 rnodiffcations 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 anclilary equipment, and all such equipment is expressly excluded from this warranty. For battery recycling information, please call 1-800422-4210 for detalls and request your RBRC shipper ID registration form. " Bate of manufacture is determined by the date code shown on the battery. 7 Eh to of manufacture Is determined by the date code shown on the battery. Motorola mf no.12-290771JHJ, V.944-12 24 EXHIBIT A - TR12497 Exhibit C Motorola's Memorandum of Insurance 0 MQTQROLA $OLUT/ON5 U11�I:o:ITSZt .. .::: :... PRODUCER AON WKSERFICES CENTRAL, INC. AON CINTRR 200 EAST' RANDOLPH STREET' CHICAOO, tLLIRO►IB 60641 VWAlbaJ tsw no � SwJwsc(nb t.CA Wom NWX23 mas mmonmum w A MArm of ItwOstmuotq O .Y. THIS MMORANDUK DOU NOT AIIUM EXTEND OR ALM THE COVERAGESAFFORDEDBY TM PMJMCBBELOW. COMPAI�IIES AFFORDING COWRAGE c�Pi1gY � L1 d'o S ' cet.� #4?1 I A aY Y t sp4 INSU M=ROLA SOLU'ITONS, INC. AND rM SUBSIDIARIES 1303 LAST ALOONOUIN ROAD S+CHAUMBURG IL 601 CCUPMY R COb[PMY C CMPMY D COVERAGES TWIST* L'MMIN&TTHEPOUCIU OIrIlit UNCR13M MLOW HAN911 usaw TIZI18VAD HAM MOV9M2=I'GUCY Mat MICA28>. X071i4 IWAIDIMANYE-t L4T.?lRRIOE r*vmjtOI]d0FANYCtlMACT Olt WMMU MWITtt12UNCTTOMCHTMCNIZOVATEMAYM Nsw OR WAYMMARk TWIWURAHCHAI OEIiw BY?HEpd.ICM =CFJ=iQR W IS lVWVT TO ALL T'HBUt1rtSAWLIHION AID CMbff l= a Gir wp� hum an 0MMML Y -cmune�ia 0irml Li6mv -Ot.�wrre 9;pm; AIX 10 Alff ADY Tway OC CtAtum list CECEW L1��%'rTY -AnyAuio MY JIMMY � as CAHAG� L1 TY &&uu IR- 0 0lLY Mffilwff axCaxxLrr n OCCUZR= ESI+ PityYER'g MBLM a*9- b fib IL Dims r.- MICY LINT - A CrMR Ube PA&Uion- UAW QM3%174 70013 70=4 ACT SUMM �s�►zs FOR MrOR ATIONAL P S ONLY Mokwob ref no.12-29077/JHJ, v.9-14-12 25 EXHIBIT A - TR12497 Exhibit D Drug Free Workplace Certification by Vendor 4P MOA SOLUTIONS Drun-Free Wbrkfoice & SM100#1`4eV1101igNsca mateanent of Pulp/ Motorola Soldlow policy exOicw prohrblts to unfew ul possession va, purchsoo. Salo, dispensstiart, dMOutions ironafer, or rmmntlecture of Omp of other controbd subsioncon of the abuse of okohot while on Motoreio Bolulonsprombes or while conducting Moeorols Solutions buskose off Motaela Solutions prentn& E rolfteas should reprod to va* ft for duty and free of sriy * ter°ao of s* of 11"01 drugs orWOOL In addtlon. emmployess may smoke In dss onsled unfidrtg steam only. violations of tHs POW may result in dlsdplirery anctioro, up to sad Indudng toarlas lon of amployrneod, and may hors legal consoquences, AS Mootorole edulloxns employees based of loca lonevriIM tho t lnfted Stoles. Applicstbn Motorola SoUb s coMpNeswith the Dru¢Fras Wb*plece Act, applicable reputptlons of katernnrent $gent oncludov Noulavonspromdellad by the Department of TrersopodolloO. and other fodorst data and local b** and tegulaltons, AN employees and appNcarrte for ompby nont we sdittaed. In wylllnp, of our DM*tee Wtorl me and emdnr-Fran Workplace Policy. Drug ondtor alcohol testlrot Is conducted a occordonce with SWItabie low(A). t. Pr&-E0pbpW1 t a' lreett► AN appltcanit for antpbyrnentMud take end pain a drug lost before slay receive an unterAbnal seer of efrnployrnsrd andfor begirt working for Motorola Volutions. Appleards who rofuse to coopvrals In s drug tss1, or Who do not Pon a drop toss, vW0 be kisllgibiafor airs and o ptWnmt with Molowis $atutb s; at that limo and cannot *ply for s posllion *0 Motorals e0144100 far a period of dx months IWWWN the darts of theft drug teat. 2. FvPCatee Wag &WAko W TesftjpR. Motorola Solutions may ro pke that on efr9toyea take a drug mndfor al0dtol tostwh" Mtarlorola Soblione htsreonnobis susWo% based on spsdfb obulvallie facts sir bsllavW% 11101 and SrWoYse may be ender the MOURNS ofdrugs or alcohol, or has been uft drugs or adcoholwhle finis is working. on M olorole Solutions premism operating a M dwvlo Solutions vdids. numneri, otheriotatton podoird" serilenter Molvals Sakdom The obse veO vd docur ant the spe fic observed fade or behaviors Viol support line reannoble oug9tion. Failure to cooparale or othsr0ss #she s rogwedod for cause tort wll msut in teKdoolon of employment a. Past Aocf" Tate. Motorola Solutions my require art employ* to tskt a drug erndlor *Shot lostwhert in oletote 0olwoot reasonsby believes the oreptoyso may hays contrdrutsd M or caused a wwWolated as dentthst rosMa in seftous bodly kfugr 10 a parson stupor slpfplaaat deri►ape to btolorolg Solutions prop ft. The dmg aodla steohol toot shalt be adwAlstsred ve aeon as pracllcsbte (0l1ow1;q lino actum t. 3. Cuabmet-dla xWedf vaadAk*W TsWft. Matauotn SaWons may require on ernoMe to larks a drug wWw 01t'rohol1*0%hen such a testis mandated by a Molmols 8oltMons customer as pant of a contrut Follum focoopondo w► otherwlse Was custortnmr-mandated rarer vrlll rosult In the iron"a is removal of ft onptayea from the cust�onter ptoject ImIshe Is suppoollny and may result In Wher action being "look against the ernptoyee. a. fiwxbw&W Teeft ar dAtdW Tenet%. For emplogossln solely-sarnsltitie postiones MOW$* Solutions nay rant test for drugs mWor skohol In sccardsnse with precedwos dovoloped by Motorola 8olutlern for those speciAc cdogorlars of employees. Exespt for Pre•Employrrent Dug Tooling. the Wd tkno on ernpleM does not pass s drug led sndlor feats posltke for alcohol, he"* VMIr to rerrerred io tins Errrp Wo# AW*nea Progr*Mf AP) and must tw* wM my condIllons set by the EAP Conxdtatt (counseling prograo). Fsham to cenply with am condstons sat forth In the ceunoolhe propmwill rmlt In biaMoolbn of ernpt%w4ol. As deterrt+irlad by the EAP Coratitset W Motorola Sohdbris, an empWiss In a a aaseling program awd pass a mtut&tatluly toss for dnrga orskohd (or both) before retumfngtowork Addlilonarly, an ompioites Dino succs"Mij corriteto counsohtq projimm ttnual subrat to lotlw*up tooling kw drugs or olcohd for bolli) at times and frequenclss dettrmMed by Malot+ots sdiutbn* fir a period of up 10 two tZ yeaft fbMowing succoeofal conVetlon of the covnsefing program. An amploytes who does not pass a second requested dnrq srWer skohol tset, or does not pass a tvturat`toA* or arty subsequent fd t,M lost, any be torwir►sted. 01stl0holor actions of an at ooyss vide under In Mflueftce of drugs ondfa apt 914 for possoodM use, purthose. sale, dlsparrssbon, dladribatl, transttir or rrwnufaatunr et drops ar other cOf+ti'olted eubstatncas, sndbr farviWatloita of srnokng roshicfiofts alp badtatndfrd under Motorola eokdbni% Progreseke MdOne Policy. Tesina Pro�edut� ,dk�ohof G�oAMcl� �gct T �+ocvr�uree Except where precluded by apptcsbim low, Motowls Soklbns wet (Now the procsdums set forth below. i. Entptayses subject io okohot faeling wilt be twplrod to itgn o written coftaortf fomn b which lw tonsent to wW *Abodze tar W4. 2. E mplayseswill be sort W o Motorola Solutions designated coltocilon oft where they will bs roWiselto ve tyr theft Ideolbjt and toopsists in It* dtotsnamol specimen collection procedures. 3. Tim collodion and testing will be conducted, h prkft lw a t"d lechr#cien who wIN use approved tod%V devkes sad tmstlnd forint Chain of vistody procedures will be rntslutalnad froth collation to thotlme a mtkneaft may be discarded to a: to ansum propel IdonWtdiort laboing, record keeping, handing. and tailing ofspoctnonM 4. A scresning test volt be conducted first. If an employee's screen tent result k Ines than .02, the ermpioyee ail have passed to toot. & If the ornpbyae o masswed slcshol concenir ion to .02 a mare, the erMlayee v I be tequlred log toior w conikmatioa lest The rosMs Olive Malwoisa ref no.12-M?71JHJ, v.9-1442 28 EXHIBIT A - TR12497 aoi trmation bed, not the screen teat, ofe detsrmlarrm. it the employes'$ coarmolbn Zest moult Is less ton .04, the employee v+dl have passed the test If the empbye+'s -eortimnation test r+esulb 10.04 or mare, the employee will leave tested poe" for aioohof. 6. The techntcianwill warily Motorola Solutions of the employeW t test re" in a cookkO ai manner. &eerp► Codaedori and %aaWW AW@dW a Except Wimp precluded by appaceble few. Motordla Solutions vd4 folbw the procedures set torlh below. 1. Applicants end empioyeas subod b dng bath wR be tequired to sign a written consent fbnn In which /hey consent b end auftrize to$%V. 2 Applicants and ernployess vrpl be sent to a Mobrole Soit*ons deabnated colon obewhere theywill be required to v+e* d air kledly and othenrsbe woperatie to the sift normal spectrtan cotiaetba prooedur+esR. Appkonb and emptayees will have tooppodunnay to dsCloae any over•1 *400unbsr or prescribed rnsdfcallorae that they are using or have recently used, or any other loftmmatlon, medke) or otherwbe, that they tMnk may be relevant to Use teadnp. S. Spedmens will to colleeated, In perlvate, by a trained collection site person %ft vd use eppmved collection containers and cusbdy and control tons. Chaln ofcuModyi procedures:vdi be mataefftdtrorn coelleclion to the fte if e clrrrea(a) my be dtv=Med so is to ensure poopericletilkafti6 rebating, record keeplopi, hsrxiling, and bsstlrg of speclrns�:j. 4. Colteof- gene wi t be tested by a corlilled lobora lwy. The labors" wit %"* aped for W "Jusna, eoecsrine, oplaatelk orr#*btniaee, and phangclidine (PCP) (and vA* Ww aonbotied subsWim as may be dictated by the dreumsts in u a in accoorrdance with the #eWireemerb of opplieable l w� The laboratory wet[ fMst conduct a semen on ttw spedm n. If the screen teat b rPtve, fire laboraloeyVA report to Moto" SokSons batthe oppticantor eMpbeyaa► has passed V%d" teat It the semn teat is polo^ the taboratay vrlll analyze Its sppikanrs or efewpl+oyee'a spadmen gas ct�roMdopa�at speetrorne�try►. The laboratory wb adncf the test results to the IARQ 6. The MRO in responsible for ensurlry the accuracy end inlsgrlty of the drug b oling jxoosss. It an s ppilmd or employee has a eonllnned poft^ sdtdteerabed, aubatitutsd, or trwalld dreg beet result the MROvO coWed the oppttoant or employee by %bowne via Mee liftmallon pmdided by the applicant or employee on the custody and conboi fwm Applicants and employees must promptly cooperates vAlh Mee MRO S. The MRO wW advise Moto" Sofutbns N an applicant or employee has passed or btied Ow 11*4 refused b Cooperate, R a spm*non b dkrts, or It a bet should be canceled. If the MRO deteakws ltfatt two is a l e$ftate makal expl nalton lion a poaltNel adtribsrated, at at ul- teem m*A Me MRO WN report a verlfted negative fast resutt to MoWclo Solutions. If the spplkant er empioyse does not pr�dvNle a iegilimeW medical expbnatbn tbt a posldve teat result, lire MROwiil varlfy lire test rrstyt as posWo. if lire appl mrd or empbM does not provide a logOnsto modtcsi explanation for on odulersted or oubetit 4ed lest result, the MAO will report lo Motwda Solullom #W be oppk 4mt or employee two vafused b tales o drug test kryaitd test rosulte %Mll be canceled and, depending on the cirewns6rrces1e may subset an appticent or employse b sddlltonsl tasting. 7. MOW% Solutions wM advise app1oart andemptoyees of their rights. N wqo to have their same speckneos roleated er t al+r split specimens toed by a certified Wboratory. Employees or appNcsnts may appeal a MRO v*nY*d posit % adt rsraledd, or substituted lest result by submMkV a sealed, wd ten appeal letter to the Motomb Soiutlond D" and Alcohol Program Maragerwlthfn tan (10) buskum days of notice of their results. This lover should *captain the basis of the appeal and the me trial facia suppoftg firs appeal. Upon receipt of rie appeal letter by the ldotmob Solutions Drug and Alcohol PmV= Monagore the *"I whll be thosoto* Imsstpated and econskiered The smpioysehpplkant wNi be noWW of the fuel decision In welting vftln ten (W) bodness days of the Motorola Seolutonet Ong and Abohol Pr+ogism Manager's no 1pt of go appeal. Reoosds tftft b drug arWor WOW team are maintained and protected In acoorda me, vvN h legal mqukemeMe and our ertandatdsfor p*my and confrrd0iftlity of personal health IntormWon. Copies of at records reMtciind b beet r*vAb and Bother lodumallon retstrtg b the %aft psaoess may be reequssted by the employee or applkent Motorola Sakrt ne reserves to right to►Ineped an poets and aspeals of lb pondess br NoW drugs, atoohol, or other conbabend. AN en4ftyCsee and vbltors may be sstaed b cooperate In Inspections of trek persons, worts areas, and praperb► hunk es purses, krrsch borers, wstsr 000bnk thermos locales, tbelCa, briei'ceaes, deals, ecabinetro oar bck7afs) Met may eorseeat iitegal dregs, piao#�ol, or ether oorttsabasnd. Empbyses who ere Convicted of, plead gulIV to (Inclining a plea of no10 CaW aftfs or Ao eontes% or We sentenced for a tdritef Mwaitrinp Opt do a trust r+eportlhe eorwlction, pieta or santsnee b their supenrkooatnatnapers and the Human Resources Depertmenty thlnfive (4)days after such con*60n, plea, or sentence. It sea ends who Is eorwieted of, greeds ovW to, or Is sentenced far a aim kwoMtng goo drpps psdorrns worts► diroctty relellnp to Motorola. 8vhraora's conlroc is or grants wilt a abets ar the fsdeaal goven" R Motooft Soleuttons wilt report such convietior% plea, or serr4ance bo to ap 1 prlats ap my vAhhle tare (10) days after it recolves notice. Womb 8ohdiam may tak& dlselpilrory and/or otw OFroprjeYte adbn (e.,a. Weal U the Employes Asslakim PoWarn) Wan as omployee en4ppee to any conduct or Is involved in any crime that harms Motnfola Sblutiofta' opetaUons or reputeedan. Employees my smoke In desgnated enmkirap man only. VWwre required by toed law or by the trims of a base aaroamen% saws ft wR be prohNftd Inside btoWft SoMlone f c Mies and w1 t4n a eerlalrtdlelatace of t4cl4ty Oftnrse (dbtetsrove gray wry In amordonce wit► local rsqukormnbj •ft smokIn f am vA be clearly and aonspicuou* posted In areas where smoking is ptotflWW. For purposes of this poMcy, smoatng' irxdvdes obeirorrtc ctasefte or any other devises that look tilde and antes tradinorrsrlrardinary lea N= preoducta. Cross RO%Tw s Motorola ref no.12-29077/JHJ, v.944-12 27 EXHIBIT A - TR12497 Deftnitions O[liiLE Con*odad eubo#srtves totem rat bekg ued and possessed under the supenrlslon of a ticen®ed heath oars I or as otherwise allowed by federal bw. Womb Sok tons cumnOy tests for the following drupe: AropMUMnes (Oexeddrte, Speed Ices Crack, Upper). Car"Wr ome (me. Met#ju no), Coc m (COC*. testes (Hewn. Morphine, Codeine), at'td Phencyctidko (PCP. Angel DWt A program to subt erhployees and thstr dependsMs wltn peraonak family, iftionclal, mb#onship, awbs%nce abuse, and other problems. Motorola Solutions EAP Conmfttb also provide cormulteftn io mamgois on pedomonce awcoprnent and produ¢i+rkjt concerns, as wak as on business chmp knp the vmkpi+ m • The bsined, knowiedpeeft independent physiCkra(s) Wakwd by or ureter eonteact % MoWds, Wullons The MRO mAm dnig fast omb front the labom t iy and evaluabes any medk at uplanalam for such *sub. Ban a Ong Test Not to Met positive faf drag or not to lmvs on adubmbsd or subs*uted spedmen. Verslon D&W 02(0112010 Orloinal EffeMlve Dads: 011 1)2002 Motorola ref no.12-290771JHJ, v.9-14-12 20 No Text