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City of Tamarac Resolution R-2004-156
Temp. Reso. 10469 Page 1 June 10, 2004 Rev. #1 — June 15, 2004 Rev. #2 — June 16, 2004 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2004 - 146 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO PURCHASE MOBILE RADIOS FROM MOTOROLA INC., BASED ON A MASTER SERVICE AGREEMENT BETWEEN BROWARD COUNTY AND MOTOROLA, INC. AT A TOTAL COST NOT TO EXCEED THIRTY-ONE THOUSAND FIVE HUNDRED AND FORTY DOLLARS ($31,540.00); PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City purchased five (5) rescue vehicles for delivery beginning April, 2004; and WHEREAS, radio communication equipment is needed forthe emergency response vehicles; and WHEREAS, the Tamarac Fire Rescue Department is dispatched by Broward County Dispatch; and WHEREAS, Motorola is the provider of the radio system for Broward County; and WHEREAS, the Motorola system is not compatible with any other radio system and Motorola is the sole source for this radio system; and WHEREAS, Broward County and Motorola, Inc. have entered into a Master Service Agreement (Exhibit "1 "), for purchasing radios and supplies; and WHEREAS, Broward County and Motorola, Inc. have executed the First Amendment to Master Service Agreement between Broward County and Motorola, Inc. (Exhibit "2"), which allows purchases by other state and local entities; and Temp. Reso. 10469 Page 2 June 10, 2004 Rev. #1 — June 15, 2004 Rev. #2 — June 16, 2004 WHEREAS, Motorola, Inc. has priced the required configuration of the XTL5000 radios at $3,950.10 each and the MCS2000 radios at $2,357.75 each, as identified in (Exhibit "3" ); and WHEREAS, City Code § 6-155 allows the Purchasing Officer to waive purchasing procedures and procure supplies, materials and equipment which are the subject of contracts with the state, or with other governmental agencies; and and WHEREAS, funds for this purchase have been budgeted in the Fire/Rescue fund; WHEREAS, it is the recommendation of the Fire Chief and Purchasing and Contracts Manager that this purchase be awarded to Motorola, Inc.; and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interests of the citizens and residents of the City of Tamarac that the City purchase mobile radios to equip the City's new rescue vehicles from Motorola. 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. SECTION 2: The appropriate City officials are hereby authorized to purchase, utilizing the Master Service Agreement between Broward County and Motorola Inc., five (5) 800mhz XTL5000 mobile radios at a cost of $3,950.10 each and five (5) Motorola UHF mobile radios model MCS2000 at a cost of $2,357.75 each for a total cost not to exceed $31,540. 1 Temp. Reso. 10469 Page 3 June 10, 2004 Rev. # 1 — June 15, 2004 Rev. #2 -- June 16, 2004 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 application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this 23rd day of June, 2004. �. P.51 ATTEST: RECORD OF COMMISSION VOTE: MARION SWE SON, CMC MAYOR SCHREIBER CITY CLERK DIST 1: COMM. PORTNER DIST 2: COMM. FLANSBAUM-TAL DIST 3: V/M SULTANOF DIST 4: COMM. ROBERTS I HEREBY CERTIFY that I have approved this RESOLUTION as to form. VANESSA T. STEINEM Assistant City Attorney MITCHELL S. KRAFT CITY ATTORNEY 0 . TR # 19499 / EXHIBIT MASTER SERVICE AGREEMENT Between ryl'ip KollizoMi� and • TABLE -OF CONTENTS PREAMBLE.................................................................6 ARTICLE I ARTICLE 2 DERI N.........................................................7 2.1 GREEMF It A .............................................. 7 2.2 C NTRACT AD INISTRATO .............................. 7 2.3 CORR CTIVE- AINTE ANCE ERVICES ....................7 2.4 CUSTOMER SUPPORT MANAGER (CSM) ..................... 7 2.5 EQUIPMENT, ............................................... 7 2.6 FIRST RESPQhM R........................................ 7 2.7 FR . ............................7 2.8 FIELD RVI E A I N " " ......... 7 2.9 MOTO OLA NEDDEK MONiTORINQ SAES ............. 7 2.10 MOTQ OLA RADIO SUPPORT -CENTER ("R • .. • • • • • • • . • • • • 8 2.11 MOTOROLA SYSTEM SUPPORT CENTER (" SM .............. 8 2.12 MO OROLA SYSTEM TECHNOLOGIST GROUP ....... • • • • • . • . 8 2.13 P VENTATIVE-MAINTEN E.,SF VI ES .................. 8 2.14 PMIPAL PERIOD OF MAINTENANCE ( 46PPM9.............. 8 2.15 _RECEIVE OVER -THE -AIR CHECKS .......................... 8 2.16 REP...................................................8 2.17 SERVICE DELIVERY AM ................................. 8 2.18 SITES.....................................................8 2.19 MR FTWl6m ...................................8 2.20 SUBSCRIBER .............................................. 8 2.21 SYSTEM ................................. ................9 2.22 CQU7NTY SYSTEM ADMINISTRA_T_OR ........................ 9 2.23 COUNTY SYSTEM MMAGER .............................. 9 2.24 SYSTEM WATCH DE..................................9 2.25 SYSTEM WATCH STATISTICS .............................. 9 2.26 OVER -THE -AIR CHECKS .........................9 ARTICLE 3 SCOPE OF SERVIC ..................................................10 ARTICLE4.................................................................10 ASSURANCE OF PERFORMANCE ...................................... 10 -2- mm032002.wpd ARTICLE 5 PAYMENT.........................................................11 ARTICLE 6 ARTICLE 7 JERILM QF AGREEMENT ................................................ 15 ARTICLE 8 RMTS. UNDER NON-PERFORMANCE .................................. 15 ARTICLE 9 S-OFT-WAM SUPPORT .................................................15 ARTICLE 10 RECORDS............................................................16 ARTICLE I l SYSTEM PERSONNEL ................................................. 16 ARTICLE 12 INDEMNIFICATION...................................................17 ARTICLE 13 INSURANCE..........................................................18 13.1 W ' COMPEN NCE ................... 18 13.2 COMMERCI&L QENERAL LIABLLITY ........................ 18 13.3 BUSINESS AUTQMQj3„ LE LIABILITY ........................ 18 13.4 CERTIFICATION..........................................19 ARTICLE 14 JERMINATION .......................................................19 ARTICLE 15 OPTIONS ............................................................20 -3- mm032002.wpd ARTICLE 16 MISC.ELLANEOUS....................................................22 16.1 QWNERSHIP OF DONS ............................. 22 16.2 AUDIT RIGHT AND RETENT ON OF RECORDS ............... 22 16.3 NQMISCMIAT EQUAL EMPLM NT O AND AMERICANS WITH -DISABILITIES ACT ................. 22 16.4 PUBLIC ENTITY CRIME A ...............................23 16.5 THIRD PAKY BENEFICIARIES ............................. 23 16.6 ERF A..........................................24 16.7 CONFLICTS ..............................................24 16.8 MATERIALITY AND WAIVER OF BMACH ................... 24 16.9 COMPLIANCE WITH LAW ................................ 24 16.10 SEVEFE.............................................24 16.11 JOINT P PA I N•.....................................24 16.12 RRIORITY OF PR VISI................................25 16.13 QQVEBMG LAW AND VENUE ............................ 25 16.14 AMENDMENTS ...................................... :.... 25 16.15 PRIOR AGREEMENTS .....................................25 16.16 jNCORPORATIQN_BY REFERENCE ......................... 25 16.17 MULTIPLE ORIGINALS ....................................25 16.18 RE L I N QF D15PUTES................................25 16.19 DAMAGE TQ EXISTKGFACILITIES, E ME R JaILITIES .........................................................26 16.20 DELAY..................................................27 16.21 RIGHTS QF VARIOUS INTERE TS .......................... 27 16.22 ENVIRONMENTAL GULAsTI N .........................27 16.23 COQPERATIVE PURCHASE AGREEMENT ................... 27 16.24 ASSIONMENT .....................I......................27 16.25 NQ CONTIN ENT F...................................28 16.26 I N CLAUSF .................................28 16.27 NON-WAVER............................................28 16.28 MgLFaENDENT MOTOROLA_ TAT 7S ....................... 28 16.29 RMI AND LICENSES .................................. 28 16.30 ERRORS OR OMISSIONS ...................................28 16.31 FORCE MAJEUR......................................... 29 16.32 NOTICES.................................................29 16.33 DRU_ G FM E WORKPi�ACE C R IF'' ICATN ......... • • .. • • • .. 30 16.34 MENTOR PROTtQk PROMLAM .............................30 ATTACHMENTS TO BASE DOCUMENT ........................................ 33 EXHIBIT "A" - MOTOROLA TRUNKED SYSTEM EQUIPMENT MAINTENANCE STATEMENT OF WORK ......................................... 33 EXHIBIT "B" - MOTOROLA TRUNKED SYSTEM EQUIPMENT UNDER MAINTENANCE................................................33 EXHIBIT "C" - CAD STATEMENT OF WORK .............................. 33 EXHIBIT "D" - SCA STATEMENT OF WORK .............................. 33 EXHIBIT "E" - OPTION DESCRIPTIONS .................................. 33 -4- mm032002.wpd ., 4 OPTION 1 - Motorola System Manager (MSM) ....................... 33 OPTION 2 - Subscriber Radio Repair ............................... 33 OPTION 3 - Emergency Backup Center at EOC Maintenance ............ 33 OPTION 4 - MedCom Equipment Maintenance ....................... 33 OPTION 5 - Third -Level Trunking Equipment Maintenance ............. 33 EXHIBIT "F" - DRUG -FREE WORKFORCE POLICY ........................ 33 -5- =032002.wpd This is an AGREEMENT made and entered into by and between: BROWARD COUNTY, a political subdivision of the State of Florida, hereinafter referred to as "COUNTY," MOTOROLA, INC., a Delaware Corporation authorized to do business in the State of Florida, hereinafter referred to as "MOTOROLA." WHEREAS, MOTOROLA is currently providing maintenance of said Trunked Communications System under an interim agreement dated October 6,1995 which expires upon the execution of this AGREEMENT; and WHEREAS, COUNTY desires to enable MOTOROLA to continue providing maintenance services for said Trunked Communications System pursuant to the terms and conditions contained herein; NOW, THEREFORE, In order to establish the background, context, and frame of reference for this AGREEMENT and to generally express the objectives and intentions of the respective parties herein, the following statements, representations, and explanations shall be accepted as predicates for the undertakings and commitments included within the provisions which follow and may be relied upon by the parties as essential elements of the mutual consideration upon which this AGREEMENT is based: 1.1 Broward County has budgeted funds for this AGREEMENT. 1.2 Negotiations pertaining to the services to be performed by MOTOROLA were undertaken between MOTOROLA and a committee selected by the Board of County Commissioners for COUNTY, and this AGREEMENT incorporates the results of such negotiations. IN CONSIDERATION of the mutual terms, conditions, promises, covenants and payments hereinafter set forth, COUNTY and MOTOROLA agree as follows: ARTICLE 1 am "PRAdIsla"Mi-ml 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 will take precedence over the Exhibits and any inconsistency between the Exhibits will be resolved in the order in which the Exhibits are listed; EXHIBIT "A" EXHIBIT "B„ EXHIBIT "C" etc. -6- mm032002.wpd ARTICLE 2 1*401�litli[a ►(`� For the purpose of this AGREEMENT and the various covenants, conditions, terms and provisions which follow, the definitions set forth below are assumed to be true and correct and are agreed upon by the parties. 2.1 AGREEMENT: Shall mean this MASTER SERVICE AGREEMENT and any exhibits attached hereto and made a part hereof. 2.2 CONTRACT ADMINI-STRATOR: The Director ofBroward County's Telecommunications Division, Department of Safety and Emergency Services, or his/her written designee. The CONTRACT ADMINISTRATOR shall ensure that the provisions ofthis AGREEMENT are complied with by both COUNTY and MOTOROLA. 2.3 CORRECTIVEM-MA„INTENANCE SEES: Shall consist ofthe supplyby MOTOROLA of all parts and labor needed to repair a malfunctioning System, or portion thereof, and bring it back to meet manufacturer's specifications. CORRECTIVE -MAINTENANCE SERVICES are further subclassified into either ROUTINE or REMEDIAL as further described in EXHIBIT "A." 2.4 CUSTOMER SUPPORT MANAGER (CSM): Whenever the tern CUSTOMER SUPPORT MANAGER is used herein and referring to MOTOROLA, it is intended to mean the single point of contact on behalf of MOTOROLA, assigned by MOTOROLA to represent MOTOROLA for service issues. 2.5 EQUIPMENT: Shall mean the hardware or equipment items listed in EXHD3ITs "B", "C" and "D" to this AGREEMENT. EQUIPMENT shall not include items purchased by COUNTY directly from other than MOTOROLA or MOTOROLA-owned subsidiaries. 2.6 FIRST USPQIMER: Shall be defined as the organization that first responds to all service calls related to the EQUIPMENT and FIRST RESPONDER shall meet or exceed the on site response times and restoration times as stated in the AGREEMENT. 2.7 M: Field Replacement Unit. The term "Spare" is an equivalent way of referencing an FRU. 2.8 MOTOROLA FIELD SERVICE ORGANIZATION ("FSO"): The Motorola Field Service Organization (FSO) is a team of individuals that make up the primary service response and repair point to all of Broward County's system maintenance initiatives. The local FSO team consists of a local manager, a system technologist, field service technicians and an administrative staff. 2.9 MOTOROLA NETWORKMQNITORING SERVICES: Shall consist of services whereby MOTOROLA provides electronic remote monitoring of the SYSTEM for possible malfunctions. -7- mm032002.wpd 2.10 MQIOROLA gApIO SUPPORT!CENTER"R " : The Radio Support Center (RSC) is a centralized depot that provides for the repair of subscriber units. 2.11 MOTOROLA SyMM S12POB.T CENTER ("SSC"): The Motorola System Support Center (SSC) is a centralized depot that provides for the coordination of field service repairs, performs component level repairs at the depot for fixed equipment and provides technical assistance to the local field service teams. Some of the functions the SSC currently provides are board repair, board exchange, loaner boards, technical consulting and support, and limited dial -in diagnostics. 2.12 MOTORQLA SYSTEMHN L I T CROUP: The Motorola System Technologist group consists of highly specialized field technical representatives ("System Technologists") that assist the local field service providers. These individuals are trained in specific technologies and are called in to help troubleshoot system wide or systemic issues that may arise. 2.13 PREVENTATIYF--MAMENANC SERVICES: Shall consist of the supply by MOTOROLA of all parts and labor needed to ensure that the System is kept to manufacturer's specifications. 2.14 PRINCIPAL PERIOJ2 OF MA ENAN "PPM' : Shall mean the hours of coverage for support as described in the Exhibits. 2.15 EE!QEIVE OVER -THE -AIR CHE K Receive Over -the -Air Checks measure the receiver, system sensitivity for every channel at every site and enable checking of the performance .of the channel and associated combiner and antenna. 2.16 REPAIR: Repair shall be defined as the restoration to normal operating condition of any equipment covered under this AGREEMENT which has become defective through normal wear and usage. Repair shall consist of the labor, supervision, transportation and parts required to restore defective equipment to normal operation as described by manufacturer specifications. 2.17 SERVICE DELLYERY TEAM: Shall be defined as the entities providing MAINTENANCE SERVICES under this AGREEMENT. These shall consist of individuals and/or services of the MOTOROLA Field Service Organization ("FSO"); the Motorola System Technologist Group; the Motorola System Support Center ("SSC"); the Motorola Radio Support Center ("RSC"); Motorola subsidiaries Printrak and SCA; plus any Motorola -hired sub -contractors. 2.18 SITES: Shall mean the sites at which EQUIPMENT is located. 2.19 MOTOROLA SOFTLY : The term "MOTOROLA SOFTWARE" is defined as the MOTOROLA computer program object code furnished with the System or Equipment. The term also includes associated documentation; any standard or supplemental releases; product releases; or other modifications to such computer program and documentation. 2.20 SUBSCRIBER,: The term "SUBSCRIBER" is defined to be any user interface which uses a radio frequency link to communicate to the SYSTEM. -8- mm032002.wpd 2.21 SYSTEM: The term "SYSTEM" shall consist of the following portions: 2.21.1 The Trunked Communications System portion delivered by MOTOROLA to COUNTY and accepted by COUNTY and any additions, changes, modification made thereto by MOTOROLA or which may be made in the future by MOTOROLA and includes all EQUIPMENT, hardware, SOFTWARE and other items that make up the Trunked Communications System to perform the Trunked Communications System functions. 2.21.2 The Computer Aided Dispatch (CAD) System portion delivered by PRINTRAK to COUNTY and accepted by COUNTY and any additions, changes, modification made thereto by PRINTRAK or MOTOROLA or which may be made in the future by PRINTRAK or MOTOROLA and includes all EQUIPMENT, hardware, SOFTWARE and other items that make up the CAD and Fire Records Management (RMS) System to perform the CAD and Fire RMS System functions. 2.21.3 The Mobile Data System portion delivered by SCA to COUNTY and accepted by COUNTY and any additions, changes, modification made thereto by SCA or Motorola or which may be made in the future by SCA or MOTOROLA and includes all EQUIPMENT, hardware, SOFTWARE and other items that make up the Mobile Data System to perform the Mobile Data System functions. 2.22 COUNTY SYSTEM ADMINISTRATOR: The "County System Administrator" for Printrak and/or SCA System portion shall mean the County -supplied, fully qualified competent individual(s) or on -duty supervisor(s) to act as a qualified point of contact to the Motorola Customer Support organization. 2.23 COUNTY SYSTEM, MANAGER: Whenever the term COUNTY SYSTEM MANAGER is used herein, it is intended to mean the person(s) designated in writing by the CONTRACT ADMINISTRATOR to manage the day-to-day SYSTEM maintenance activities. 2.24 SYSTEM WATCH DEVICE: A system monitoring device which gathers statistics relating to usage of the Trunked Radio System. 2.25 SYSTEM WATCH STATISTICS: Those statistics queried from the SYSTEM WATCH DEVICE which provide detailed information in the form of System Usage Charts showing average number of calls per hour and RF channel for the Trunked Radio System. 22.26 TRANSMIT OVER -THE -AIR CHECKS: Transmit Over -the -Air Checks measure the transmit signal from every channel at every site and enable checking of the performance of the channel and associated combiner and antenna. -9- mm032002.wpd ARTICLE 3 3.1 MOTOROLA will provide the Services generally described in this AGREEMENT. Certain Services may require more particular description or definition, or may require detailed Statement(s) of Work. If particular descriptions or detailed Statement(s) of Work are required, and are therefore attached to this AGREEMENT, MOTOROLA and COUNTY hereby agree to be bound by any additional terms included in those Exhibits, which are fully incorporated in this AGREEMENT as set forth in ARTICLE 1. 3.2 MOTOROLA parts or parts of equal quality will be used; the Equipment will be Serviced at levels set forth in manufacturers' product manuals, and routine service procedures that are prescribed from time to time by manufacturers for its products will be followed. 3.3 If Equipment cannot, in MOTOROLA's opinion, and with COUNTY concurrence, be properly or economically serviced for any reason including excessive wear, unavailability of parts, the state of technology, or the practical feasibility of the scope of Services as specified in the Attachments, MOTOROLA may: (1) use alternate means of repairing the equipment; (2) remove such Equipment from the AGREEMENT; or (3) increase the price to Service such Equipment within the guidelines of the ARTICLE 6 change process. 3.4 SITE CONDITIONS: MOTOROLA has informed itself of the conditions under which the work is to be performed and has inspected the SITES and has read and is reasonably familiar with this AGREEMENT and its exhibits, and documentation provided by COUNTY prior to the execution of this AGREEMENT. Failure to have read or become familiar with said documents and specifications will not relieve MOTOROLA of its obligation to furnish all necessary equipment and labor needed to carry out MOTOROLA's obligations under this AGREEMENT. MOTOROLA shall at all times make its best efforts to conduct its work so as to ensure the least possible obstruction to COUNTY and the least inconvenience to the vicinity of the work sites and to insure the protection of persons and property. 3.5 COORDINATION: MOTOROLA must fully cooperate and coordinate the maintenance of all SYSTEMS and EQUIPMENT with any other contractors that are under contract with COUNTY and with COUNTY personnel for work related to, but not included in, this AGREEMENT. MOTOROLA must not modify the work of any other such contractors or COUNTY staff without the expressed, written consent of the SYSTEM MANAGER. ARTICLE 4 FARPT81013594W •• Any time MOTOROLA fails to perform as specified in this AGREEMENT, MOTOROLA will, at COUNTY's option, be considered to be in default and liable for Liquidated Damages. Liquidated Damages will be assessed at the rate of $1,000 per major malfunction that is not resolved under the -10- mm032002.v/pd time allotted under the EXHIBITS. Liquidated damages per calendar year shall not exceed one (1) month's amount of the AGREEMENT. ARTICLE 5 PAYMENT 5.1 COUNTY shall pay MOTOROLA for Maintenance and Support Services on a monthly basis. MOTOROLA shall provide an invoice to the COUNTY for such services thirty (30) days prior to the beginning of the period for which the invoice applies. All invoices shall be paid pursuant to the Florida Prompt Payment Act, Sections 218.70 et seq., Florida Statutes. 5.2 COUNTY shall pay MOTOROLA for providing CORRECTIVE MAINTENANCE and PREVENTATIVE MAINTENANCE according to the following schedule: Motorola Trunked System Equipment Portion: MSF-5000 Maintenance Charge: (This charge terminates upon replacement with Quantar repeaters) Motorola Printrak Equipment/Software Portion as further described/listed in EXHIBIT "C" Schedule 1: CAD Software Maintenance for items listed in EXHIBIT "C", including but not limited to: E911 Interface MWT/Mobile Data Computer (MDC) Interface Paging/Toning Interface Radio Interface State FDLE Interface TDD Interface [21 positions] Tear & Run Interface GPS-NetClock Interface CAD System Reports: ENFORM - Tandem Product Radio ID by ID, Serial #, and Name Common Place Names COBOL Reports: Header Case Log Status Unit Line Up $ 24,777.76 per month $ 9,166.67 per month $ 5,942.57 per month -11- rnm032002.wpd 5.3 Tandem Processor and Related Equipment Hardware and Software Maintenance Items as listed in EXHIBIT "C" Schedule 1: $ 3,860.12 per month Citrix MetaFrame Software Maintenance: Motorola SCA Equipment/Software Portion as further described/listed in EXHIBIT "D": MDS Software Maintenance: $ 875.00 per month Premier MDC Server (1-2000 Users) Maintenance: In -Vehicle Paging Server Maintenance: In -House Client Maintenance: SCA=>CAD/FDLE-Interface API Maint.: SCA-ARMS API Maintenance: $ 2,166.67 per month $ 41.67 per month $ 59.25 per month $ 125.00 per month $ 125.00 per month COUNTY shall pay MOTOROLA for licensing -related support as follows: Motorola Printrak Portion as further described in EXHIBIT "C": Tandem Licensing SunPro FRMS Software Licensing Citrix MetaFrame Software Licensing: Motorola SCA Portion as further described in EXHIBIT "D": MDS System Software Licensing: Premier MDC Server (1-2000 users) License: MDS Per -Client Software Licensing per Month: $ 4,227.04 per month $ 3,476.48 per month $ 238.58 per month Included with original purchase price of the hardware I - 2000 MDC Clients $ 6.19 per Client 2001 - 3000 MDC Clients $ 6.00 per Client 3001 - 4000 MDC Clients $ 5.83 per Client 1 - 2000 In -Vehicle Paging Clients $ 0.63 per Client 2001 - 3000 In -Vehicle Paging Clients $ 0.63 per Client -12- mm032002.wpd 3001- 4000 In -Vehicle Paging Clients $ 0.63 per Client 1 - 2000 Text -to -Voice Clients $ 0.63 per Client 2001 - 3000 Text -to -Voice Clients $ 0.63 per Client 3001 - 4000 Text -to -Voice Clients $ 0.63 per Client When any of the above per -client pricing advances to any new (lowered -pricing) plateau, all associated client prices shall be priced at that new (lowered) rate. 5.4 Invoicing shall reflect items that newly -leave warranty. When the warranties for the following items provided under the Year 2000 First Amendment dated 12 December, 2000 expire, the noted pricing additions shall be applied to the above schedule: System Portion Warranty Expiration Date Monthly Maintenance Price Additions Microwave System 6/30/02 $ 9,722.23 Monitoring/Signalling Equipment 6/30/02 $ 876.75 Console Equipment 6/30/02 $ 2,625.00 Mobile Data Terminal Upgrade (Upgrade Option 4 of EXHIBIT "A" Attachment 3 of the Year 2000 First Amendment) 6/30/02 $ 3,044.90 Quantar. Repeaters NOTE (1) $ 9,625.35 Miramar Bluegrass Site Equipment NOTE (1) $ 6,236.76 Markham Site Equipment NOTE (1) $ 6,236.76 NOTE (1): Warranty expiration for any item having the NOTE (1) designator is 12 months from County's System Acceptance of the associated item. ARTICLE 6 OTHER SERVICES 6.1 COUNTY or MOTOROLA may request changes that would increase, decrease, or otherwise modify the services to be performed under this AGREEMENT. Such changes must be made in accordance with the provisions of the Broward County Procurement Code and must be contained in a written amendment executed by the parties hereto prior to any deviation from the terms of this AGREEMENT, including the initiation of any additional services. COUNTY shall compensate MOTOROLA for any additional services that will be negotiated between the parties. -13- mm032002.wpd 6.2 COUNTY may acquire additional services from MOTOROLA during the term of this AGREEMENT as set forth below. Labor for these services for the first year of the AGREEMENT shall be priced as follows: DescripjjQn Services of Engineering Representatives Services of Factory Technical Representatives Services of Field Technical Representatives Services of PRINTRAK Technical Representatives Services of SCA Technical Representatives Maintenance Services Excluded by EXHIBIT "A" Paragraph 5.1 Hourly $ 240/hour $ 240/hour $ 240/hour [See EXHIBIT "C"] [See EXHIBIT "D"] $ 240 /hour Parts for the Maintenance Services excluded by EXHIBIT "A" Paragraph 5.1 shall be discounted at least fifteen percent (15% ) from the pricing shown in the Motorola On -Line Price List in addition to any other discounts, including quantity, that may apply. If COUNTY elects to acquire additional services or one of them from MOTOROLA, COUNTY shall so notify MOTOROLA in writing, setting forth the type, description, and duration of service required and the purchase order for such services. MOTOROLA will, after such notification, begin such services within one (1) week after receipt of notification. The above amount to be paid MOTOROLA for the services, includes all travel, lodging, meals and other living expenses for its employees or subcontractors related to or required to perform the services pursuant to this Section. Except as might be renegotiated and set forth in writing, all other terns, conditions, obligations and restrictions contained in this AGREEMENT shall be applicable and this AGREEMENT shall continue in full force and effect as to those services. COUNTY shall pay MOTOROLA for the services upon completion of the services. All invoices shall be paid as shown in ARTICLE 5. 6.3 COUNTY acknowledges that its Purchasing Director or such other proper authority shall have the authority to approve, award and execute all documents or other instruments required to effectuate changes, modifications or additional services contemplated by Sections 6.1 and 6.2 above so long as the then financial obligation limits of the individual's authority does not, in any one (1) budget year, exceed the limits as established by the Board of County Commissioners for Broward County, Florida for such individual. Any change, modification or additional service that causes the individual's financial obligation authority to exceed, in any one (1) budget year, that established by Board of County Commissioners shall be presented to the Board of County Commissioners for its approval. 6.4 Notwithstanding the above sections, the Purchasing Director shall have the authority to execute all documents or other instruments required to effectuate additions and deletions of -1 4- mm032002.wpd maintenance services provided by this agreement. For the addition of new equipment, the Purchasing Director will adjust the exhibits, schedules, and payment amount for maintenance services in accordance with the new equipment procurement terms and conditions contained in the purchase order or two-party agreement between COUNTY and MOTOROLA. 6.5 COUNTY reserves the right for its Radio Shop Technicians to take over appropriate maintenance tasks being handled by MOTOROLA. Mutually agreeable cost reductions and statements of work would be granted to COUNTY by MOTOROLA under such conditions. ARTICLE 7 TERM OF AGREEMENT The term of this AGREEMENT shall commence upon execution by both parties, shall continue for a period of three (3) years, and may be renewed for two (2) consecutive one (1) year terms at COUNTY's option, subject to acceptance by MOTOROLA, satisfactory performance by MOTOROLA and MOTOROLA's subcontractors, and the determination that renewal is in the best interest of the COUNTY. MOTOROLA prices are firm for one (1) year. Prices for years two (2) through five (5) of the AGREEMENT will be tied to the CPI, 1996-2000 base index for electronic services, capped at a maximum of four percent (4%) per year. ARTICLE 8 RIGHTS UNDER NON-PERFORMANCE If emergency repairs for a major malfunction are not commenced within the time frames identified in the Exhibits, COUNTY shall have the right to perform the necessary repairs and MOTOROLA shall be responsible for the payment of such emergency service in excess of the liquidated damages amount as set forth in ARTICLE 4. ARTICLE 9 SOFTWARE SUPPORT The parties recognize that certain items of EQUIPMENT, title to which has been transferred to COUNTY, performs data processing functions required by the SYSTEMS. These items of EQUIPMENT utilize SOFTWARE licensed or sublicensed by MOTOROLA to COUNTY. The obligations of the parties with regard to the SOFTWARE are: 9.1 For the Trunked Communication System Portion: Any Motorola Software furnished will be licensed to COUNTY solely according to the terms and restrictions of the SOFTWARE LICENSE AGREEMENT dated February 23,1999, by and between COUNTY and Motorola. Said SOFTWARE LICENSE AGREEMENT was attached as EXHIBIT "D" of the Agreement between COUNTY and MOTOROLA for Year -15- mm032002.wpd 2000 Upgrade of Trunked Communications System also dated February 23, 1999. The parties agree that said SOFTWARE LICENSE AGREEMENT, is incorporated by reference and remains in full force and effect as to the SOFTWARE licensed to COUNTY as of the date of this MAINTENANCE AGREEMENT. 9.2 For the PRINTRAK CAD System Portion: The obligations are as set forth in EXHIBIT "C." 9.3 For the SCA Mobile Data System Portion: The obligations are as set forth in EXHIBIT "D." ARTICLE 10 0K9' s I MOTOROLA, and its subcontractors must keep complete and correct records of Equipment serviced and/or services provided pursuant to this AGREEMENT. Upon request, such books and records will be available at all reasonable times for examination and audit by COUNTY and must be kept for the term of this AGREEMENT. Upon request, the records or copies must be given to the Contract Administrator. The above audit rights do not apply to product or service costs, sales information, or other MOTOROLA confidential or proprietary data or information. ARTICLE 11 SYSTEM PERSONNEL 11.1 CUSTOMER SUPPORT MANAGER (CSM): The CSM shall be the sole point of contact on behalf of MOTOROLA, between MOTOROLA and COUNTY for all technical and administrative matters pertaining to this AGREEMENT. MOTOROLA represents that the CSM has prior managerial experience with systems of this nature and size and certifies that the CSM has the power to make significant decisions relevant to the SYSTEM and has direct access to MOTOROLA's management organization for resolving problems beyond CSM's direct authority. At all times during the term of this AGREEMENT, COUNTY shall have access to MOTOROLA's CSM or, in case of the CSM's unavailability due to vacations or circumstances beyond CSM's control, a named alternate. Any communications or writings which may be required under this AGREEMENT to be given to MOTOROLA regarding maintenance services shall be delivered and shall be considered received by MOTOROLA when delivered to the CSM. 11.2 Any change in the CSM shall only be accomplished after giving fifteen (15) days notice to COUNTY, if possible. 11.3 MOTOROLA shall assign only properly trained and experienced technical staff to provide maintenance services pursuant to this AGREEMENT. COUNTY maintains the right to -16- mm032002.wpd screen personnel and perform background checks as deemed necessary. MOTOROLA agrees to replace any personnel, including requesting the change in subcontractor's personnel, if deemed necessary by COUNTY so long as no labor laws are violated. 11.4 The parties recognize that MOTOROLA may wish to subcontract the maintenance services or portions thereof to be provided under this AGREEMENT. MOTOROLA shall have the right to subcontract the maintenance services or portions thereof for non -Motorola equipment provided that MOTOROLA gives COUNTY written notice of its intention to subcontract any such maintenance services or change an assigned subcontractor prior to making such change. MOTOROLA agrees to provide COUNTY with the name(s) of all subcontractors hired by MOTOROLA to perform the work required under this AGREEMENT. COUNTY reserves the right to require that an assigned subcontractor be replaced due to poor performance in providing the maintenance services subcontracted. COUNTY shall give MOTOROLA thirty (30) days prior written notice of its request to replace a subcontractor. 11.5 The CONTRACT ADMINISTRATOR shall appoint a COUNTY SYSTEM MANAGER. The COUNTY SYSTEM MANAGER is hereby designated to represent the CONTRACT ADMINISTRATOR for all maintenance activities and shall be responsible for review and evaluation of MOTOROLA's performance and the coordination of COUNTY personnel, equipment and facilities in connection with the performance of the maintenance services under this AGREEMENT. ARTICLE 12 RMEMNIFICATJON 12.1 MOTOROLA shall at all times hereafter indemnify, hold harmless and, at County Attomey's option, defend or pay for an attorney selected by County Attorney to defend COUNTY, its officers, agents, servants, and employees against any and all claims, losses, liabilities, and expenditures of any kind, including attorney fees, court costs, and expenses, caused by negligent act or omission of MOTOROLA, its employees, agents, servants, or officers, or accruing, resulting from, or related to the subject matter of this AGREEMENT including, without limitation, any and all claims, demands, or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property. 12.2 Notwithstanding any other provisions to the contrary and except for personal injury or death, MOTOROLA's total liability whether for breach of contract, warranty, indemnity, negligence, strict liability in tort or otherwise, is limited to the direct damages recoverable under law. Except for personal injury and death, in no event shall Motorola's liability exceed Ten Million Dollars which represents the estimated contract value of this Agreement over the five-year term. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT THAT SUCH MAY BE DISCLAIMED BY LAW. 12.3 This section shall survive the expiration or earlier termination of this AGREEMENT. The - 1 7- mm032002.wpd provisions of this section shall survive the expiration or earlier termination of this AGREEMENT. To the extent considered necessary by Contract Administrator and County Attorney, any sums due MOTOROLA under this AGREEMENT may be retained by COUNTY until all of COUNTY's claims for indemnification pursuant to this AGREEMENT have been settled or otherwise resolved; and any amount withheld shall not be subject to payment of interest by COUNTY. ARTICLE 13 MOTOROLA shall provide, pay for, and maintain in full force at all times during the term of this AGREEMENT, such insurance, including Workers' Compensation Insurance, and Employer's Liability Insurance, as will assure to COUNTY the protection contained in the indemnification undertaken by MOTOROLA. Such policy or policies shall be issued by companies authorized to do business in the State of Florida having a Best's Rating of A-X(10) or higher, and having agents upon whom service of Process may be made in the State of Florida. MOTOROLA shall specifically protect COUNTY and the COMMISSION by naming COUNTY and the Broward County Board of County Commissioners as additional insureds with respect to Commercial General Liability Insurance coverage hereinafter described. 13.1 WORKERS' COMPENSATION INSURANCIK; Workers' Compensation Insurance to apply for all employees in compliance with the "Workers' Compensation Law" of the State of Florida and all applicable federal laws. In addition, the policy(s) must include Employer's Liability with a limit of One Hundred Thousand ($100,000) Dollars for each accident. 13.2 SOMMERCIAL GENERAL LIABILITY: Commercial General Liability with minimum limits of Five Hundred Thousand ($500,000) Dollars per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must include: Premises and/or Operations; Independent Contractor; Products and/or Completed Operations; Explosion, Collapse and Underground Coverage; Broad Form Property Damage. Broad Form Contractual Coverage shall be applicable to this AGREEMENT. Personal Injury Coverage with Employee and Contractual Exclusions removed with minimum limits of coverage equal to those required for Bodily Injury and Property Damage Liability. COUNTY is to be included as an "Additional Insured" with respect to liability arising out of operations performed for COUNTY by or on behalf of MOTOROLA or acts or omissions of MOTOROLA in connection with such operation. 13.3 BUSINESS AUTOMOBILE LIABILITY: Business Automobile Liability with minimum limits of Three Hundred Thousand ($300,000) Dollars per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must include Owned -18- nun032002.wpd Vehicle and Hired and Non -Owned Vehicles. All certificates of insurance must reflect a thirty (30) day prior written notice to COUNTY of cancellation and/or restriction. 13.4 CERTIFICATION: MOTOROLA shall provide to COUNTY Certificates of Insurance evidencing the insurance coverage specified in this Article. The required Certificates of Insurance shall name the types of policies provided. If the initial insurance expires prior to the completion of the work, renewal Certificates of Insurance shall be furnished prior to the date of their expiration. All endorsements and certificates shall state that COUNTY shall be given notice of the expiration or cancellation of the policy. ARTICLE 14 14.1 This AGREEMENT may be terminated by either party if one or more of the following occurs: I. Either party ceases to do business. 2. Either party makes an assignment for the benefit of its creditors. 3. Either party admits in writing that it is unable to pay its debts as they become due. 4. Either party files a voluntary petition under Chapter 7 of the Bankruptcy Laws of the United States. 5. Either party is adjudicated bankrupt or insolvent. 6. Either party seeks or consents to liquidation, dissolution or similar arrangements under any law. 7. Either party fails to perform any material covenant or obligation on its part to be performed under the AGREEMENT and (1) That party has been given written notice of the nature and manner of such failure or breach; (2) That party does not start to take action to correct such failure or breach within ten (10) days after receiving such written notice; and (3) That party fails thereafter to proceed diligently and promptly to remedy or correct the breach or failure. In no event shall the failure to correct any material breach exceed sixty (60) calendar days beyond the date of the written notice, except for reasons arising by reasons of -19- mm032002.wpd force majeure. Neither party shall be held responsible for any failure determined to be due to any action or inaction on the part of the other. After the occurrence of an event which allows a party to terminate this AGREEMENT, such party may terminate by giving written notice of termination to the other. Termination shall be effective on the date set forth in the notice of termination, but in no event shall termination be less than fifteen (15) days from the date of the notice to terminate. 14.2 If, in any budget year after the current budget year, funding, for any reason, is not provided for this AGREEMENT or other monetary obligations herein, then such obligation may be immediately terminated by COUNTY without penalty or further payment to MOTOROLA therefor except for actual services performed and not paid for prior to the date of termination. 14.3 In the event of termination of this AGREEMENT by COUNTY pursuant to Section 14.1, above, COUNTY may, without being required to elect remedies: 1. Seek recovery upon any Performance Bond given to COUNTY. 2. Take any other action available to COUNTY, whether at law or in equity, including proceedings for damages, for recovery of monies paid and/or for specific performance; provided however, that the above remedies are cumulative and COUNTY acknowledges that it cannot demand or collect any remedies beyond the amount of its damages hereunder. 14.4 In the event of termination of this AGREEMENT by MOTOROLA pursuant to Section 14.1, above, MOTOROLA may take any other action available to MOTOROLA, whether at law or in equity, including proceedings for damages, for recovery of monies paid and/or for specific performance. 14.5 In the event this AGREEMENT is terminated for convenience, MOTOROLA shall be paid for any services performed, including any products purchased, delivered and accepted by the County to the date the AGREEMENT is terminated; however, upon being notified of COUNTY's election to terminate, MOTOROLA shall refrain from performing further services or incurring additional expenses under the terms of this AGREEMENT. MOTOROLA acknowledges and agrees that Ten Dollars ($10.00) of the compensation to be paid by COUNTY, the adequacy of which is hereby acknowledged by MOTOROLA, is given as specific consideration to MOTOROLA for COUNTY"s right to terminate this AGREEMENT for convenience. ARTICLE 15 TI N 15.1 MOTOROLA has provided COUNTY with certain Options that will allow COUNTY to enhance the maintenance of its System. MOTOROLA extends to COUNTY the opportunity -20- mm032002.wpd to select one or more of such Options and purchase the services related thereto at the price(s) set forth in ARTICLE 5 and with further details as given in EXHIBIT "E" to this AGREEMENT relating to such selected Option(s). COUNTY can exercise the opportunity to select and purchase at the stated price on or before the Option Term for the associated Option(s) as listed. Exercise of the listed Options beyond the stated Option Term shall be subject to price adjustment. 15.2 Options as further described in EXHIBIT "E" ("Options Descriptions") maybe exercised by County under the term -for -exercising and pricing shown in the following table. Option Monthly Term for Maintenance Exercising* Price Additions Motorola System Manager $ 18,750 Subscriber Radio Repair (RSC Repair Blocks) N/A ** Discount Block A ct. Balance Received Ence $2,500 6% $2,350 $5,000 8% $4,600 $10,000 10% $9,000 $25,000 10% $22,500 Emergency Backup Center at EOC Maintenance 12/31/2003 $ 9,251.96 MedCom Equipment Maintenance 12/31/2003 $ 2,212.02 Interface Third Level Trunking Equipment 12/31/2003 $ 1,833.29 Maintenance AWW to ProQA Interface CAD Software 12/31/2003 $ 36.25 Maintenance (per license) * Unless otherwise noted, the term for exercising any of the listed options is over the entire term of validity of this AGREEMENT. * * There is no additional monthly maintenance price addition associated with the Subscriber Radio Repair option. EXHIBIT "E" Option 2 further describes the Subscriber Radio Repair option. 15.3 If an option is not purchased within the first year of this AGREEMENT, Motorola reserves the right to increase its pricing at a level not to exceed the cumulative CPI (1996-2001) base index for electronic services, to the date of purchase. 15.4 Motorola agrees to offer COUNTY the opportunity of taking any of its radio and data related -21- mm032002.wpd courses as listed in its Product and Systems Technical Training Course Catalog at a ten percent (10%) discount from the prices published in this Catalog. This Catalog will be revised yearly, and, as revised, will be provided to the COUNTY. Six (6) CD -based training courses shall be given to County at no charge. 15.5 HAPIQMATA -PRODUCT P LN LIST: The County may purchase radio and data products from CONTRACTOR at the pricing listed in the Motorola on-line system, as amended from time to time, for COUNTY'S operation of the 800 MHz Trunked Radio System. Both list and end -user pricings shall be shown in the associated Web site. If the Contract Administrator selects for purchase items contained in the Motorola on-line system, the COUNTY'S Purchasing Director shall have the authority to issue purchasing documents to effectuate the acquisitions selected by the Contract Administrator. The authority of the Purchasing Director shall not exceed the total dollar amount of Five -Hundred -Thousand ($500,000) on an annual basis. ARTICLE 16 MISQELL&NEQUS 16.1 OWNERSHIP OF D NTS: Any and all reports, photographs, surveys, and other data and documents provided or created in connection with this AGREEMENT are and shall remain the property of COUNTY. In the event of termination of this AGREEMENT, any reports, photographs, surveys, and other data and documents prepared by MOTOROLA for the COUNTY, whether finished or unfinished, shall become the property of COUNTY and shall be delivered by MOTOROLA to the Contract Administrator within seven (7) days of termination of this AGREEMENT by either party. Any compensation due to MOTOROLA shall be withheld until all documents are received as provided herein. 16.2 AUDIT GHT AND MENTION OF RECORE*: COUNTY shall have the right to audit the books, records, and accounts of MOTOROLA that are related to this Project. MOTOROLA shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to the Project. Motorola shall not be required to disclose any confidential or proprietary information regarding product and service costs. MOTOROLA shall preserve and make available, at reasonable times for examination and audit by COUNTY, all financial records, supporting documents, statistical records, and any other documents pertinent to this AGREEMENT for the required retention period of the Florida Public Records Act (Chapter 119, Fla. Stat.), if applicable, or, if the Florida Public Records Act is not applicable, for a minimum period of three (3) years after termination of this AGREEMENT. If any audit has been initiated and audit findings have not been resolved at the end of the retention period or three (3) years, whichever is longer, the books, records, and accounts shall be retained until resolution of the audit findings. If the Florida Public Records Act is determined by COUNTY to be applicable to MOTOROLA's records, MOTOROLA shall comply with all requirements thereof; however, no confidentiality or non -disclosure requirement of either federal or state law shall be violated by MOTOROLA. Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for COUNTY's disallowance and recovery of any payment upon such entry. -22- mrn032002.wpd 16.3 hLQN—DISCRIMINATION, EQUAL EPL YMENT TY AMERICANS WITH DISABILITIES ACT: MOTOROLA shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this AGREEMENT. MOTOROLA shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by COUNTY, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, MOTOROLA shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay, other forms of compensation, terms and conditions of employment, training (including apprenticeship), and accessibility. MOTOROLA's decisions regarding the delivery of services under this AGREEMENT shall be made without regard to or consideration of race, age, religion, color, gender, sexual orientation (Broward County Code, Chapter 16%2), national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used as a basis for service delivery. MOTOROLA shall not engage in or commit any discriminatory practice in violation of the Broward County Human Rights Act (Broward County Code, Chapter 16%2) in performing any , . services pursuant to this AGREEMENT. 16.4 MLIQ ENTITY ,CRIME ACT: MOTOROLA represents that the execution of this AGREEMENT will not violate the Public Entity Crime Act (Section 287.133, Florida.. Statutes), which essentially provides that a person or affiliate who is a contractor, consultant or other provider and who has been placed on the convicted vendor list following a conviction for a Public Entity Crime may not submit a bid on a contract to provide any goods or services to COUNTY, may not submit a bid on a contract with COUNTY for the construction or repair of a public building or public work, may not submit bids on leases of real property to COUNTY, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with COUNTY, and may not transact any business with COUNTY in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of 36 months from the date of being placed on the convicted vendor list. Violation of this section shall result in termination of this AGREEMENT and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, MOTOROLA further represents that there has been no determination, based on an audit, that it committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether MOTOROLA has been placed on the convicted vendor list. 16.5 THIRD PAR Y BENE I IA S: Neither MOTOROLA nor COUNTY intends to directly or substantially benefit a third party by this AGREEMENT. Therefore, the parties agree that there are no third party beneficiaries to this AGREEMENT and that no third party shall be entitled to assert a claim against either of them based upon this AGREEMENT. The parties -23- mm032002.wpd expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this AGREEMENT. 16.6 PERFORMANCE: MOTOROLA represents that all persons delivering the services required by this AGREEMENT have the knowledge and skills, either by training, experience, education, or a combination thereof, to adequately and competently perform the duties, obligations, and services set forth in the Scope of Services and to provide and perform such services to COUNTY's satisfaction for the agreed compensation. MOTOROLA shall perform its duties, obligations, and services under this AGREEMENT in a skillful and respectable manner. The quality of MOTOROLA's performance and all interim and final product(s) provided to or on behalf of COUNTY shall meet or exceed comparable industry standards. 16.7 T : MOTOROLA agrees that none of its officers or employees performing pursuant to this AGREEMENT shall, during the term of this AGREEMENT, serve as an expert witness against COUNTY in dny legal or administrative proceeding in which he or she is not a party, unless compelled by court process. Further, MOTOROLA agrees that such persons shall not give sworn testimony or issue a report or writing, as an expression of his or her expert opinion, which is adverse or prejudicial to the interests of COUNTY in connection with any such pending or threatened legal or administrative proceeding. The limitations of this section shall not preclude MOTOROLA or any other persons from representing themselves in any action or in any administrative or legal proceeding. In the event MOTOROLA is permitted to utilize subcontractors to perform any services required by this AGREEMENT, MOTOROLA agrees to prohibit such subcontractors, by written contract, from having any conflicts within the meaning of this section. 16.8 MATERIALITY AND WAIVER_OF BRE�►�: COUNTY and MOTOROLA agree that each requirement, duty, and obligation set forth herein is substantial and important to the formation of this AGREEMENT and, therefore, is a material term hereof. COUNTY's failure to enforce any provision of this AGREEMENT shall not be deemed a waiver of such provision or modification of this AGREEMENT. A waiver of any breach of a provision of this AGREEMENT shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this AGREEMENT. 16.9 CQL4PLIANrE WITH LAWa: MOTOROLA shall comply with all applicable federal, state, and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and obligations pursuant to this AGREEMENT. 16.10 EV E: In the event a portion of this AGREEMENT is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless COUNTY or MOTOROLA elects to terminate this AGREEMENT. An election to terminate this AGREEMENT based upon this provision shall be made within seven (7) days after the finding by the court becomes final. 16.11 J RE A I N: The parties acknowledge that they have sought and received -24- mm032002.wpd whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this AGREEMENT has been their joint effort. The language agreed to expresses their mutual intent 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. 16.12 PRIQRITY OF PROVISIONS: If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this AGREEMENT by reference and a term, statement, requirement, or provision of this AGREEMENT, the term, statement, requirement, or provision contained in Articles I through 16 of this AGREEMENT shall prevail and be given effect. 16.13 QQYERNING LAW AND V1EMIE: This AGREEMENT shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any controversies or legal problems arising out of this AGREEMENT and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the state courts of the Seventeenth Judicial Circuit of Broward County, Florida. By entering into this AGREEMENT, MOTOROLA and COUNTY hereby expressly waive any rights either party may have to a trial by jury of any civil litigation related to, or arising out of the Project. 16.14 AMENDMENTS: No modification, amendment, or alteration in the terns or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this AGREEMENT and executed by the Board and MOTOROLA. 16.15 PRIOR G EME : This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this AGREEMENT that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless set forth in writing in accordance with this AGREEMENT. 16.16 1NQORPORA—DQN,BY REFERENCE: The truth and accuracy of each "Whereas" clause set forth above is acknowledged by the parties. The attached Exhibits "A," "B," "C," "D," "E," and "F" are incorporated into and made a part of this AGREEMENT. 16.17 MUL11PLE ORIGINALS: This AGREEMENT may be fully executed in four (4) copies by all parties, each of which, bearing original signatures, shall have the force and effect of an original document. 16.18 RESOLUTIQN OF DISPUTES: To prevent all disputes and litigation, it is agreed by the parties that Contract Administrator shall decide all questions, claims, difficulties and disputes of whatever nature which may arise relative to the interpretation of the Contract and fulfillment of this AGREEMENT as to the character, quality, amount and value of any work -25- mm032002.wpd done and materials furnished, or proposed to be done or furnished under, or by reason of, the Contract and Contract Administrator's estimates. The Contract Administrator's decisions upon all claims, questions, difficulties and disputes shall be final and binding to the extent provided in this Article. Unless a different period of time is set forth, Contract Administrator shall notify MOTOROLA in writing of the decision within 30 days from the date of the submission of the claim, question, difficulty or dispute, unless Contract Administrator requires additional time to gather information. During the pendency of any dispute and after a determination is made, MOTOROLA and COUNTY shall act in good faith to mitigate any potential damages. In the event the determination of a dispute under this Article is unacceptable to either party, the party objecting to the determination must notify the other party in writing within 30 days of receipt of the written determination. The notice must state the basis of the objection and must be accompanied by a statement that any Contract Price adjustment claimed is the entire adjustment to which the objecting party has reason to believe it is entitled to as a result of the determination. Within 30 days after receipt of written determination as provided in this section, the parties shall participate in mediation to address all objections to any determinations made pursuant to the above Section and to attempt to prevent litigation. The mediator shall be mutually agreed upon by the parties. The mediator's orders, decisions and decrees shall be non -binding. Should any objection not be resolved in mediation or either party disagrees with the results of the mediation, the parties retain all their legal rights and remedies provided under State of Florida law. If a party fails to comply in strict accordance with the requirements of this Article, the non -complying party specifically waives all of its rights provided. Pending final resolution of a claim, including mediation, unless otherwise agreed in writing, MOTOROLA shall proceed diligently with performance ofthis Contract and COUNTY shall continue to make payments in accordance with the Contract Documents. Any mediator used shall be certified in accordance with Florida law. Mediation will be conducted in Broward County. 16.19 DAMAGE TO EXISTING FACILITIES. EQUIPMENT OR UTIL IES: MOTOROLA shall exercise care and take all precautions during service operations to prevent damage caused by MOTOROLA to any existing facilities, equipment, or utilities. Any damage caused by MOTOROLA shall be reported immediately to the Contract Administrator and such work shall be repaired and/or replaced by MOTOROLA in a manner approved by COUNTY. All costs to repair and/or replace any damage caused by MOTOROLA to existing facilities, equipment, or utilities shall be the sole responsibility of MOTOROLA, and such repair or replacement shall be performed expeditiously with no cost to COUNTY. MOTOROLA shall provide protection for finished work at all times and protect adjacent work during cleaning operations, and make good any damage resulting from neglect of this precaution. Protection of work shall include protecting work that is factory finished, during transportation, storage, during and after installation. Where applicable and as required, MOTOROLA shall close off spaces of areas where certain work has been completed to _26_ mm032002.vvpd protect it from any damages caused by others during their operations. To all applicable sections where preparatory work is part of the work, MOTOROLA shall carefully examine surfaces over which finished work is to be installed, laid or applied, before commencing with the work. MOTOROLA shall not proceed with the work until defective surfaces on which work is to be applied are satisfactorily corrected by MOTOROLA. It will be MOTOROLA's responsibility to preserve all existing utilities within the Project Site or as otherwise affected by MOTOROLA. If utility conflicts are encountered by MOTOROLA during service, sufficient notice shall be given to COUNTY so that it may make the necessary adjustments. Damage to any utilities caused by MOTOROLA, shall be repaired at MOTOROLA's expense. 16.20 DELAY: NO CLAIM FOR DAMAGES OR ANY CLAIM OTHER THAN FOR AN EXTENSION OF TIME SHALL BE MADE OR ASSERTED AGAINST COUNTY BY REASON OF ANY DELAYS. MOTOROLA shall not be entitled to an increase in the Contract Sum or payment or compensation of any kind from COUNTY for direct, indirect, consequential, impact or other costs, expenses or damages, including, but not limited to, costs of acceleration or inefficiency, arising because of delay, disruption, interference or hindrance from any cause whatsoever, whether such delay, disruption, interference or hindrance be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable 'or unavoidable; except due solely to fraud, bad faith or active interference on the part of COUNTY or its agents. Otherwise, MOTOROLA shall be entitled only to extensions of the contract time as the sole and exclusive remedy for such resulting delays, in accordance with and to the extent specifically provided above. The specific application of this Article to other provisions of this AGREEMENT shall not be construed as a limitation of any sort upon the further application of this Article. Ten dollars ($10.00) of MOTOROLA'S fee is acknowledged as separate and independent consideration for the covenants contained in this Article. 16.21 RIGHTS F VARIOUS INTERESTS: Whenever work being done by COUNTY's forces or by other contractors is contiguous to work covered by this AGREEMENT, the respective rights of the various interests involved shall be established by the Contract Administrator to secure the completion of the various portions of the work in general harmony. 16.22 ENVIRONMENTAL REGULATIONS: MOTOROLA shall, upon discovery of any hazardous materials contained within the Project site or upon its usage of hazardous materials, immediately notify COUNTY of MOTOROLA's discovery or of any citation or violation of which MOTOROLA may receive during the time of performance of this Contract due to its usage. MOTOROLA shall not be required to work at the Project site once the hazardous materials are discovered, while the Project site remains contaminated. However, upon remediation of the Project Site, MOTOROLA shall resume all required work. 16.23 CO-OPERAIrVE PURCHASE GREEM N : MOTOROLA agrees that its acceptance of the terms and conditions of this AGREEMENT also constitutes a proposal to local government entities within Broward County under the same conditions, for the same prices and for the same effective period as this AGREEMENT. -27- mm032002,wpd 16.24 ASSIGNMENT: This AGREEMENT, or any interest herein, shall not be assigned, transferred or otherwise encumbered under any circumstances by either party without the prior written consent of the other party which will not arbitrarily or unreasonably be withheld or delayed except that MOTOROLA may assign this AGREEMENT to any wholly owned subsidiary company. MOTOROLA shall provide immediate notice to COUNTY of any assignment. 16.25 NO Q0NTIN_QENT F E : MOTOROLA warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for MOTOROLA, to solicit or secure this AGREEMENT and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for MOTOROLA any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this AGREEMENT. In the event the above warranty is found to be untrue, COUNTY may, at its sole option, immediately terminate this AGREEMENT without liability and recover any consideration so paid or given by whatever means available, including a set-off or recoupment of monies due or paid to MOTOROLA. 16.26 N!2N_-COLLIISIQN E: By signing this AGREEMENT, MOTOROLA certifies that this AGREEMENT is made independently and free from collusion. MOTOROLA shall disclose, to the best of its knowledge, any COUNTY officer or employee, or any relative of any such officer or employee as defined in Section 112.3155(1)(c), Florida Statutes, who is an officer or director of, or has a material interest in, MOTOROLA's business, who is in a position to influence this procurement. Any COUNTY officer or employee who has any input or any other activity pertinent to this procurement is presumed, for purposes hereof, to be in a position to influence this procurement. For purposes hereof, a person has a material interest if he or she directly or indirectly owns more than five percent (5%) of the total assets or capital stock of any business entity, or if he or she otherwise stands to personally gain if this AGREEMENT is awarded to MOTOROLA. Failure of either party to disclose any relationship described herein shall be reason for termination of this AGREEMENT and debarment in accordance with the provisions of the Broward County Procurement Code. 16.27 N -W : Failure of either party to this AGREEMENT to enforce at any time or for a period of time any of the provisions of this AGREEMENT shall not be construed as a waiver of such provision or of the right of such party thereafter to enforce such provision. 16.28 INDEPENDENT MOTOROLA STATUS: It is expressly agreed that contractors and any subcontractors are not agents or employees of COUNTY, but are independent contractors and subcontractors. MOTOROLA shall not pledge or attempt to pledge the credit of COUNTY or in any other way attempt to bind COUNTY. 16.29 PERMITS AND LICENSES: Although Motorola may assist, the COUNTY is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission, APCO, or any other federal, state, or local government agency and for complying with all rules and regulations required by such agencies. 16.30 ERRORS M I N : If MOTOROLA discovers any error or omission in this -28- mm032002.wpd AGREEMENT, or in the work required or performed by it under this AGREEMENT, it must immediately notify COUNTY in writing and promptly verify or correct the work. If, however, MOTOROLA has knowledge of an error or omission, and before making the necessary corrections it chooses to proceed with work that is affected by the error or omission, then it does so at its own risk. Further, the work performed will not be accepted by COUNTY as work accomplished under this AGREEMENT, unless the work is approved by the CONTRACT ADMINISTRATOR in writing. 16.31 FORCE MAJEURE: If the performance ofthis AGREEMENT, or any obligation contained in it, is prevented, restricted or interfered with by reason of any of the following: 1. Fire, explosion, breakdown of plant, epidemic, hailstorm, hurricane, tornado, cyclone, flood, power failure, lightning, or water; or 2. War, revolution, civil commotion, acts of public enemies, strikes, blockage, or embargo; then the party affected, upon giving prompt notice to the other party, shall be excused from such performance on a day -for -day basis to the extent of such prevention, restriction or interference (and the other party shall likewise be excused from performance of its obligations in a day -for -day basis to the extent such party's obligations relate to the performance so prevented, restricted or interfered with); provided that the party so affected shall use its best efforts to avoid or remove such causes of non-performance and both parties shall perform promptly whenever such causes are removed or cease. 16.32 NOTICES: Notices sent to either party shall be effective when delivered in person or received by telecopier ("fax") machine, one (1) day after being sent by overnight courier or two (2) days after being sent by first class mail postage prepaid to the address set forth below, or at such other address as the parties may from time to time give notice: MOTOROLA: Motorola, Inc. CGISS Southern Division Attention: Customer Support Manager 5580 NW 36'h Ave., Suite B Ft. Lauderdale, FL 33309 Fax: (954) 676-9976 With a copy to: Motorola, Inc. Attention: Division Contract Manager 789 International Parkway, S3G Sunrise, FL 33325 Fax: (954) 723-5858 COUNTY: -29- n=032002.wpd Broward County Telecommunications Division 115 South Andrews Avenue, Suite 325 Fort Lauderdale, FL 33301 Attention: Director Fax: (954) 357-8518 With a copy to: Broward County Purchasing Division 115 South Andrews Avenue, Room 212 Fort Lauderdale, FL 33301 Attention: Director Fax: (954) 357-8535 A facsimile of this AGREEMENT and notices generated in good form by a fax machine (as well as a photocopy thereof) shall be tfeated as "original" document admissible into evidence unless a document's authenticity is genuinely placed in question. 16.33 12RUG REF WORKPLACE CERTIFLCATIOI : Drug Free Workplace Certification: MOTOROLA shall submit to COUNTY prior to execution of this AGREEMENT, a copy of its current Drug -Free Workforce Policy to be included within this AGREEMENT as EXHIBIT "F." 16.34 mMog PRQTtGt PROGRAM: MOTOROLA agrees to review the Broward County Mentor-Prot6g6 Program and to work with the COUNTY to determine the applicability for use of the Program within the scope of this AGREEMENT. MOTOROLA will make a reasonable effort to identify an SDBE that can participate in a Mentor-Prot6g6 relationship with MOTOROLA in support of this AGREEMENT. Within 90 days after execution of this AGREEMENT, MOTOROLA will provide a proposal giving an evaluation of the program requirements and how it can be utilized through the AGREEMENT. -30- mm032002.wpd IN WITNESS WHEREOF, the parties have made and executed this AGREEMENT on the respective dates under each signature: BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and through its Chair or Vice Chair, authorized to execute same by Board action on the; 2- day of Cc t 2002, and MOTOROLA, INC., signing by and through its duly authorized representative to execute same. I10 Ek-Off cio Clerk of the Board of County Comn of Broward County, Flc CQUNTY co PA A'41s Ci C "';T s Approved as to Insurance and Requirements By Risk�Management Division BROWARD COUNTY, through its Z!jr F COUNT ISSIONERS 0 4 i ante Parrish, Chair c" �, 2002 ' day of C...���.,�..�•� Approved as to form by .�Offnce of County Attorney Broward County, Florida EDWARD A. DION, County Attorney Governmental Center, Suite 423 115 South Andrews Avenue, Fort Lauderdale, Florida 33301 Telephone: (954) 357-7600 Telecopier: (954) 357-7641 JAMES E. SAUNDERS,111,. 7 . �. Assistant County Attorney -31- mm032002.wpd AGREEMENT BETWEEN BROWARD COUNTY AND MOTOROLA, INC., FOR PROVIDING. MAINTENANCE FOR A TRUNKED COMM[JNICATION SYSTEM CONTRACTOR WITNESS: Charles Phillips Print Name and Title Vice President, MCEI. (CORPORATE SEAL) _2.L_ day of March , 20D2_. -32- mm032002.wpd EXHIBIT "A" - MOTOROLA TRUNKED SYSTEM EQUIPMENT MAINTENANCE STATEMENT OF WORK EXHIBIT "B" - MOTOROLA TRUNKED SYSTEM EQUIPMENT UNDER MAINTENANCE EXHIBIT "C" - CAD STATEMENT OF WORK EXHIBIT "D" - SCA STATEMENT OF WORK EXHIBIT "E" - OPTION DESCRIPTIONS OPTION 1 - Motorola System Manager (MSM) OPTION 2 - Subscriber Radio Repair OPTION 3 - Emergency Backup Center at EOC Maintenance OPTION 4 - MedCom Equipment Maintenance OPTION S - Third -Level Trunking Equipment Maintenance EXHIBIT "F" - DRUG -FREE WORKFORCE POLICY -33- mm032002.wpd THIS PAGE LEFT INTENTIONALLY BLANK -34- mm032002.wpd DELEGATION OF AUTHORITY I, James A. Sarallo, Senior Vice President of Motorola, Inc. ("Company") and General Manager of the Company's North America Group ("Group") of the Commercial Government & Industrial Solutions Sector, do hereby delegate my authority to enter into and execute in the name of and on behalf of the Company, customer purchase and sale contracts, contract modifications, bids, proposals, bidder list applications, certifications, object code software licenses, non -disclosure agreements relating to customer sales opportunities, teaming agreements relating to customer sales opportunities and subcontractor documents which are related to the Group (and/or the specific Division identified below) (collectively referred to as "Contract Documents"), to the below named individuals with the following dollar or other limitations: 1. To Louis A. Paolillo, Corporate Vice President and Director of Finance, North America Group: Contract Documents related to the Group, in an amount not to exceed $50,000,000, only in the event that I am unavailable to execute such Contract Documents. 2. To Robin K. Sears, Vice President and General Manager of the Group's Southern Division: Contract Documents related to that Division, in an amount not to exceed $25,000,000. 3. To Mary C. Bottie, Vice President and General Manager of the Group's Special Markets Division: Contract Documents related to that Division, in an amount not to exceed $25,000,000. 4. To William F. Turkaly, Vice President and General Manager of the Group's U.S. Federal Government Markets Division: Contract Documents related to that Division, in an amount not to exceed $25,000,000. 5. To Richard P. Neal, Vice President and General Manager of the Group's Western Division: Contract Documents related to that Division, in an amount not to exceed $25,000,000. 6. To William P. Ridenour, John T. McFadden, William E. C. King III, and Richard Polulak: Contract Documents related to the Northern Division, in an amount not to exceed $25,000.000, only in the event that Kenneth M. Denslow is unavailable to execute such Contract Documents. 7. To Richard Rigsbee, Marshall Wright, Robert Wartmann, Charles Phillips, James Baker, Jon Lindus and Tricia McCarthy: 'Contract Documents related to the Southern Division, in an amount not to exceed $25,000,000, only in the event that Robin K. Sears is unavailable to execute such Contract Documents. 8. To Chris Banakis, Rick Good, Thomas J. Pucci. Larry Ruffin, Geno Viviano; Michael Vonderheide, and Wayne Foret: Contract Documents related to the Special Markets Division, in an amount not to exceed $25,000,000, only in the event that Mary Bottie is unavailable to execute such Contract Documents. 9. To Michael L. Alagna, Michael L. Blincoe, Brett Kitchens, James E. Polk, and Jimmy L. Tucker: Contract Documents related to the U.S. Federal Government Markets Division, in an amount not to exceed $25,000,000, only in the event that William F. Turkaly is unavailable to execute such Contract Documents. 10. To Daniel P. Russell, Larry Olson, Mark Moon, Philip F. Dobosz, Leo Ziminsky, Robert Schassler:"Contract Documents related to the Western Division, in an amount not to exceed $25,000,000, only in the event that Richard P. Neal is unavailable to execute such Contract Documents. 11. To Paul Lanci and Patrick Fasano: Contract Documents related to the Communication Solutions Division in an amount not to exceed $25,000,000. 12. To Shirley Eis: Contract Documents related to Software Corporation of America in an amount not to exceed $10,000,000. The authority that is being delegated does not extend to executing financial guaranty or financial surety agreements on behalf of the Company, voting securities or otherwise dealing with securities owned by the Company, or opening bank accounts or establishing borrowing relationships on behalf of the Company. The above individuals are not authorized to redelegate the authority conferred to them by this document. This Delegation can be revoked by me at any time and will automatically expire for any named individual if he or she ceases to be a Group or Company employee. Unless earlier revoked by me, this Delegation will epirerelegation ay 31, 2002. This Delegation cancels and supersed , y previous document executed by the undersigned. Effective Date: July 1, 2001 , Sarallo ice President & General Manager nerica Group cial Government & Industrial Solutions Sector Motorola, Inc. EXHIBIT "A" MOTOROLA TRUNKED SYSTEM EQUIPMENT MAINTENANCE SOW This EXHIBIT specifies how the Motorola Trunked System portion of the overall SYSTEM shall be maintained. coRRECTIVE MAINTE 6 qCE RESPON IBILIT.IES 1.1 MOTOROLA shall begin any ROUTINE CORRECTIVE -MAINTENANCE repair within three (3) hours of notification by COUNTY, and shall make all reasonable effort to complete such repairs within six (6) hours of notification. Repairs may be made either through a site visit or access through the use of a remote maintenance terminal by a trained technician. 1.2 MOTOROLA must begin REMEDIAL CORRECTIVE -MAINTENANCE for a major malfunction within two (2) hours of notification by COUNTY, and shall work continuously until the problem is resolved.. The initial response to a major malfunction shall be in the form of a site visit or access through the use of a remote maintenance terminal by a trained technician. A major malfunction is defined as: (1) Loss of one or more microwave sites; (2) Loss of one or more transmitter sites; (3) Loss of any controller, (4) Loss of two or more consoles; (5) Noise problems affecting five (5) or more channels; or (6) Failure of the SMARTNET Information Management System. (7) Accumulation of three (3) minor malfunctions in a twenty-four (24) hour period equals one (1) major malfunction however reduction in the number of malfunctions within four (4) hours clears the major malfunction status and avoids the payment of liquidated damages. (8) Any ROUTINE CORRECTIVE -MAINTENANCE item not repaired within 168 hours based on the start of the cycle beginning with notification to MOTOROLA of its first malfunction, shall turn the minor malfunction into a major malfunction. Any of the major malfunctions may be redefined based on upgrades, modifications and other factors as agreed upon by COUNTY and MOTOROLA. (9) COUNTY shall review maintenance reports as outlined in Section 2 A-1 mm121301EXA.wpd EXHIBIT "A' MOTOROLA TRUNKED SYSTEM EQUIPMENT MAINTENANCE SOW of this EXHIBIT on a six (6) month basis starting from the date of execution of the AGREEMENT. IfMOTOROLAis found delinquent on any of their reports in that time period and does not supply the missing report within thirty (30) days after being notified by COUNTY the delinquency will be considered a major malfunction. 1.3 Service for a major malfunction shall be available twenty-four (24) hours per day, seven (7) days per week, 365 days per year. In the event MOTOROLA does not commence repairs within two (2) hours after notification, COUNTY shall have the right but not the obligation at any time thereafter to notify MOTOROLA of such nonperformance and, if emergency repairs shall not have commenced within one (1) hour from the notification by COUNTY to MOTOROLA of said nonperformance, then COUNTY shall have the right to call in any qualified service organization to perform the necessary repairs and MOTOROLA shall be responsible for the payment of such emergency service. 1.4 MOTOROLA has identified 800-323-9949 as its single, toll free service dispatch number for its Central Dispatch Operations Center. Upon receipt of a complaint, the Center's dispatcher shall provide a case number to the caller and immediately notify the FSO Team, and dispatch the needed resources to address the problem. FSO shall be responsible for repair, and return of EQUIPMENT, if applicable; and for keeping COUNTY fully informed of progress. Repairs shall generally consist of, but not necessarily be limited to the following: First -Echelon Repair not involving Board -level problems -- Infrastructure Board Repair through the System Support Center — Repair of Equipment by Non -Motorola Suppliers 1.5 Wherever possible, EQUIPMENT will be replaced using COUNTY's FRUs in order to restore the system most quickly to proper operation. The exact inventory for COUNTY to keep on hand will be mutually determined based on facility location and EQUIPMENT priority. In the event that a malfunctioning board is one that does not have a spare, the SSC shall provide, on an as -available basis, a free -of -charge loaner unit. 1.6 MOTOROLA is responsible for covering all shipping, handling and depot repair costs involved and for ensuring proper tracking. 1.7 As non -Motorola equipment may be shipped to the Original Equipment Manufacturer A-2 mm121301 EXAwpd EXHIBIT "A" MOTOROLA TRUNKED SYSTEM EQUIPMENT MAINTENANCE SOW (OEM) for service, MOTOROLA makes no time commitment for such equipment but does agree to coordinate and monitor the process. 1.8 MOTOROLA agrees to store at each site, in a secure locked area, spare parts and components to ensure prompt repair of the EQUIPMENT. 1.9 If any EQUIPMENT malfunction is determined by MOTOROLA to be the fault of any other company, COUNTY will so notify said company and request appropriate repairs or alterations. If it is determined that the EQUIPMENT malfunction is associated with MOTOROLA's installation work or the EQUIPMENT itself, MOTOROLA will pay all costs of the service call. 1.10 MOTOROLA shall clear all trouble reports with COUNTY's SYSTEM MANAGER and with COUNTY's staff person who reported the trouble. Repairs will not be considered complete until cleared. 1.11 MOTOROLA shall maintain a sufficient number of SERVICE DELIVERY TEAM individuals to maintain the System in accordance with its size and complexity. 2. RECORD -KEEPING AND REPORTIN RESP NSIBILITIE 2.1 MOTOROLA shall establish and maintain a work ticket database. A complete database of all work performed on the system will be compiled on disk and submitted to COUNTY monthly in a mutually acceptable format. 2.2 MOTOROLA shall maintain site lags recording site activities. Each time MOTOROLA's technicians visit a site, a record ofthe date, time, and work performed at the site will be recorded in the site log. The logs of all sites shall be integrated into a monthly site log report and will be compiled on disk and submitted to COUNTY in a mutually acceptable format. 2.3 MOTOROLA shall create and maintain a system software log. The log will be recorded on a database and kept at MOTOROLA's local service center. Each time the system software is updated or upgraded MOTOROLA will enter the date, technician name, equipment, old version, new version, reason for upgrade or update, engineering contact, and results of change, into the software database. MOTOROLA shall compile on disk and submit to COUNTY, bi-annually, in a mutually acceptable format,'the up-to-date record of all upgrades and updates. 2.4 MOTOROLA shall perform daily tests on each major SUBSYSTEM and shall produce a daily report to COUNTY. A statistical summary of the performance of all SUBSYSTEMS shall also be provided to COUNTY, compiled on disk, in the form A-3 mm 1213 O 1 EXA.wpd I MOTOROLA TRUNKED SYSTEM EQUIPMENT MAINTENANCE SOW of a MONTHLY MAINTENANCE STATUS REPORT. The specific format and contents of the daily and monthly reports to be agreed upon mutually between COUNTY and MOTOROLA. 3. H E EPIN S LANEO 3.1 Upon completion of any modification or repair, MOTOROLA shall place to its original position any equipment which had to be moved in order to effect the modification and/or repair. Additionally, debris and rubbish created by MOTOROLA shall be removed by MOTOROLA and the premises left clean. 3.2 COUNTY shall identify and have accessible to MOTOROLA, a staff person, twenty- four (24) hours a day, who shall be authorized to act on behalf of the SYSTEM MANAGER with regard to MOTOROLA's service response. 3.3 COUNTY shall be responsible for commercial power, telephone lines services, and all other site equipment not mentioned in this Agreement. 3.4 COUNTY shall facilitate the transfer of information to MOTOROLA pertaining to software and hardware elements of those systems which interface with MOTOROLA's EQUIPMENT. MOTOROLA agrees to maintain the confidentiality of any such information and shall sign a reasonable confidentiality agreement to that effect, when so requested by COUNTY. 3.5 COUNTY will be responsible for installing the CODE key in subscriber radio sets and the maintenance of template databases. 4. PRE , _ ATIVE MAMENANCE RESPONSIBILITIES 4.1 All preventative maintenance activities shall be performed as a unique project independent of corrective maintenance operations and under the direct supervision of a Motorola System Technologist who shall sign off on all preventative maintenance documentation and reports to be supplied to COUNTY by MOTOROLA as specified in the RECORD -KEEPING Section, above. 4.2 Preventative maintenance for the Trunked Radio Equipment portion of this Agreement shall consist of the following checks performed in accordance with applicable Motorola service documents: Check controller diagnostics A-4 mm121301EXA.wpd MOTOROLA TRUNKED SYSTEM. EQUIPMENT MAINTENANCE SOW Wee Check station diagnostics Check CEB diagnostics Check RNC diagnostics Check message switch diagnostics Perform Transmit and Receive Over -the -Air -Checks Monthly: Check microwave meter readings Check microwave power supply voltages Check microwave receive signal levels Check microwave battery chargers Check microwave TX power output Check microwave TX frequency Perform RNC database backup u rterl : Check station TX deviation Check station TX power output Check station RX sensitivity Check Controller power supplies Check PURC 5000 TX deviation Check PURC 5000 TX power output Check PURC 5000 TX frequency Check Modulation Compensation Simi -Annually: Check CEB audio levels Check CEB power supplies Measure TX power at input to combiner Measure TX power at output of combiner Measure RX sensitivity at multicoupler test port Measure RX sensitivity at towertop preamp test port Set Test Tone level at repeaters Set Status Tone level at repeaters Set USCI output level A-5 mml 21301 EXA.wpd *11: MOTOROLA TRUNKED SYSTEM EQUIPMENT MAINTENANCE SOW 5. ADDITIONS AND CHANGES 5.1 Additions, changes or upgrades ("Modifications") that change the equipment under maintenance will result in a changed Service Fee. After any applicable warranty expires for such Modifications, COUNTY may include such Modifications under the Service Plan for an additional charge to be negotiated at that time. 5.2 Any Modifications performed by MOTOROLA will require a separate written order in the form of a separate purchase order, draft, or other procurement instrument issued by COUNTY. 6. ACCESS 6.1 COUNTY agrees to permit and arrange full access to the premises necessary for MOTOROLA's employees to perform the services set forth in this AGREEMENT and will make available a reasonable size of secure space for storage by MOTOROLA of repair parts as necessary. 6.2 COUNTY will make available to MOTOROLA site keys. Only a MOTOROLA System Technologist will have access to these keys. 6.3 COUNTY represents and warrants that COUNTY's premises and conditions to be encountered by MOTOROLA at COUNTY's premises shall: (1) be in compliance with all applicable federal, state and local laws, rules, and regulations; (2) be safe and non -hazardous; and (3) not contain, present or expose MOTOROLA's representatives to hazardous materials or hazardous substances. In the event ofbreach of foregoing, MOTOROLA may immediately suspend work until COUNTY has promptly corrected such conditions at COUNTY's expense. COUNTY shall indemnify MOTOROLA for any breach of the representation, warranties or covenants contained in this subsection. MOTOROLA makes no representations as to the presence or absence of hazardous materials. 7. EXCLUSIONS 7.1 This AGREEMENT excludes service arising from COUNTY or third party negligence, abuse, accident, theft or unexplained loss, connection to foreign current, fire, liquids, wind storms, lightning, act of God, or public enemy. Any parts, labor, or travel associated with this work after initial diagnosis will be billed to COUNTY as specified in ARTICLE 6 of the AGREEMENT. 7.2 COUNTY uses its own employees or hires third parties at its own risk. MOTOROLA will only guarantee work or repairs performed by MOTOROLA or its subcontractors. A-6 mm121301EXA.wpd 1: - MOTOROLA TRUNKED SYSTEM EQUIPMENT MAINTENANCE SOW Costs for any repairs that must be performed by MOTOROLA as a result of or related to work or repairs performed by COUNTY or its subcontractors are not included in the standard monthly fees quoted in this AGREEMENT. 8. SEMI-� � „ PT= ATION: COUNTY reserves the right to, semi-annually, require a complete System Optimization should System performance fall below Motorola's System specifications. In such cases, the following tests and adjustments shall be accomplished in accordance with published Motorola service documents. PHASE 1 - Repeater Checks The following checks and adjustments will be done on each repeater at each remote site per published Motorola test procedures: A. Output Power B. Receive Sensitivity C. Modulation Compensation D. Status Tone at Repeater E. Test Tone at Repeater PHASE 2 - System TX Power and RX Sensitivity Checks These checks are also performed on each channel at each site to verify the performance of the antenna system, TX combiners, and RX multicouplers. Sweeping the antennas with a network analyzer can also be accomplished during this phase: A. Measure TX power at input to combiner B. Measure TX power at output of combiner C. Measure RX sensitivity at multicoupler test port D. Measure RX sensitivity at towertop preamp test port PHASE 3 - Deviation Checks This procedure sets the transmitter modulation deviation on both voice audio and data signals to standard requirements. This test also requires personnel at both the remote and prime site: A. Set USCI output level B. Check voice audio deviation at repeater A-7 mm121301EXA.wpd IW4:I1.30a 1 MOTOROLA TRUNKED RADIO SYSTEM EQUIPMENT UNDER MAINTENANCE This EXHIBIT provides a list of the Motorola Trunked Radio System portion of the overall SYSTEM. The list reflects the equipment as it exists on the date contained in the Tooter located at the bottom of each list page -- "mm[date]EXBSchl.doc — where date is given in mmddyy farm. (E.g., a list accurate on 3/1/02 would have the footer "mm030102EXBSchl.doc") Unless otherwise specifically excluded, the inclusion of a system or equipment item in the attached equipment list also implies the inclusion of all associated components, modules, circuit boards, mounting racks, card cages, cabling, accessories, and related ancillary items. The list is by -site and also includes RF infrastructure hardware associated with the Mobile Data System. It begins on the next page. B-1 mm022602EXB.wpd EXHIBIT "B" Davie Tx/Rx Remote Simulcast Site City. Description 1 28 channel 6809 controller 7 100 W Trunked Quantars 13 150 W Trunked MSF 5000 3 150 W Trunked Quantros 1 Larse / Badger RT 4 Larus Loop switch cards 2 CM6 Microwave Radio 1 Orderwire 3 TX/RX 10 channel combiners 2 TX/RX 24 port multicouplers 2 TX/RX Tower Top mounted Amplifier 2 TeNsr Channel banks 1 GPS Rubidium with expansion unit 1 PCP -48 Volt charger 1 Dehydrator 1 Intrac for 3rd Level Trunking 2 DBS 10OW Quantar Data Base Station 2 V.3229 UDS modems 1 Spectra Desktop Consolette (for RF control of MA repeater) Channel 2 Tx/Rx Remote Simulcast Site Qty. _ Description 1 28 channel 6809 controller 7 100 W Trunked Quantars 13 150 W Trunked MSF5000 3 150 W Trunked Quantros 1 Larse / Badger RT 4 Larus Loop switch cards 2 CM6 Microwave Radio 1 Orderwire 3 TX/RX 10 channel combiners 2 TX/RX 24 port multicouplers 2 TX/RX Tower Top mounted Amplifier 1 PCP -48 Volt charger 1 Dehydrator 1 Intrac for 3rd Level Trunking 2 DBS 100W Quantar Data Base Station 2 V.3229 UDS modems 1 PURC 5000 Paging Transmitter 2 TeNsr Channel banks 1 GPS Rubidium with expansion unit 1 MSF5000 NSPAC Conventional Repeater B - 2 mm022502EXBSch1 EXHIBIT "B" Points of America Tx/Rx Remote Simulcast Site Qty. Description- 1 28 channel 6809 controller 7 100 W Trunked Quantars 13 150 W Trunked MSF5000 3 150 W Trunked Quantros 1 Larse / Badger RT 4 Larss Loop switch cards 2 CM6 Microwave Radio 1 Orderwire 3 TX/RX 10 channel combiners 2 TX/RX 24 port muiticouplers 1 PCP -48 Volt charger 1 Dehydrator 2 TeNsr Channel banks 1 GPS Rubidium with expansion unit 1 Intrac for 3rd Level Trunking Playa Del Mar Tx/Rx Remote Simulcast Site Qty. Description 1 28 channel 6809 controller 7 100 W Trunked Quantars 13 150 W Trunked MSF5000 3 150 W Trunked Quantros 1 Larse / Badger RT 4 Larus Loop switch cards 2 CM6 Microwave Radio 1 Orderwire 3 TX/RX 10 channel combiners 2 TX/RX 24 port muiticouplers 1 PCP -48 Volt charger 1 Dehydrator 2 TeNsr Channel banks 1 GPS Rubidium with expansion unit 1 Intrac for 3rd Level Trunking B - 3 mm022502EXBSch1 EXHIBIT "B" oty. 1 7 13 3 1 4 2 1 3 1 1 2 1 1 1 2 2 1 2 1 1 aty. 1 7 13 3 1 4 4 1 3 2 2 1 1 1 2 1 2 2 1 1 Coconut Crook Tx/Rx Remote Simulcast Site Description r28 channel 6809 controller 100 W Trunked Quantars 150 W Trunked MSF5000 150 W Trunked Quantros Larse / Badger RT Larus Loop switch cards CM6 Microwave Radio Orderwire TX/RX 10 channel combiners TX/RX 24 port multicouplers TX/RX 48 port multicouplers TX/RX Tower Top mounted Amplifier PCP -48 Volt charger Dehydrator Intrac for 3rd Level Trunking DBS 100W Quantar Data Base Station V.3229 UDS modems PURC 5000 Paging Transmitter TeNsr Channel banks GPS Rubidium with expansion unit MSF5000 NSPAC Conventional Repeater Core Tx/Rx Remote Simulcast Site Description. 28 channel 6809 controller 100 W Trunked Quantars 150 W Trunked MSF5000 150 W Trunked Quantros Larse / Badger RT Larus Loop switch cards CM6 Microwave Radio Orderwire TX/RX 10 channel combiners TX/RX 24 port multicouplers TX/RX Tower Top mounted Ampler PCP -48 Volt charger Dehydrator Intrac for 3rd Level Trunking DBS 100W Quantar Data Base Station PURC 5000 Paging Transmitter V.3229 UDS modems TeNsr Channel banks GPS Rubidium with expansion unit MSF5000 NSPAC Conventional Repeater IM-! mm022502EX13Scht EXHIBIT'B" Deerfield RX only site .Ot)L-- Description 1 28 channel 6809 controller 23 Rx only Quantars 18 4W E&M cards 1 Selman Channel Bank 1 TX/RX 24 port multicoupier 1 TX/RX Tower Top Mounted Amplifier 1 PCP -48 Volt power supply 1 Larse / Badger RT 5 Digital Simulcast Modems (DSM) 1 Orderwire Tamarac RX only site Qt . Description w28 1 channel 6809 controller 23 Rx only Quantars 18 4W E&M cards 1 Selman Channel Bank 1 TX/RX 24 port multicoupler 1 TX/RX Tower Top Mounted Amplifier 1 PCP -48 Volt power supply 1 Larse / Badger RT 5 Digital Simulcast Modems (DSM) 1 Orderwire Pembroke Pines RX only site Qty. Description_ 1 28 channel 6809 controller 23 Rx only Quantars 18 4W E&M cards 1 Selman Channel Bank 1 TX/RX 24 port multicoupier 1 TX/RX Tower Top Mounted Amplifier 1 PCP -48 Volt power supply 1 Larse / Badger RT 5 Digital Simulcast Modems (DSM) 1 Orderwire B - 5 mm022502EX13Sch1 EXHIBIT "B" Public Safety Building Prime site _ _Qty- Descrietion 2 28 channel 6809 CSC controller 1 CIT Terminal 1 T-BAR switch 1 Tone Remote Board for T-BAR switch 23 USCI Universal Simulcast Controller Interface 3 USCI Chassis w/ power supply 3 Spectra RF modems 3 RIM Radio Interface Module boxes 1 Intrac Interface for 3rd Level Trunking 1 Intrac Controller 23 Digitac comparators 23 Expansion Digitac comparators 15 Digitac Power Supply 1 System Watch Computer with software 1 System Watch printer 24 Larus Loopswitch cards 3 Larus Loopswitch chassis 4 Seimans Channel Banks 1 Spectra Optomization Radio 1 Larse / Badger RT 1 Orderwire 1 Wescomm Bridge for Orderwire 1 Badger Computer with Software 1 SIMMS II computer with Software 1 SIMMS II user / console terminal 1 SIMMS II dispatcher terminal 1 M15 Unipage Console Computer 1 M15 Unipage Terminal 1 M15 Unipage User / Console Terminal 2 ASC 1500 (Paging Terminal) 3 CEB Central Electronics Bank 1 Embassy Switch 6 AMB Ambassador Cards 26 CONS 8 LOMIs 6 AIMls 23 TBIMs 15 LORIs 25 AEls 6 RS-232 Interface Cards 22 BIMs 2 SPI Special Phone Interface cards 1 HP Vectra Pentium II CDM Server 1 CDM Software Application 3 3Comm HUBs 4 TIMIs 24 HP Vectra Pentium If 24 Elite Dispatch Application 1 MJC Thomas Switch 2 Gold Classic Desktop (Button and LED) 1 V.3225 modem 1 Message Switch with: A node by Data General B node by Data General B - 6 mm022502EXBSchl EXHIBIT'B" Win NT software PMDC software by SCA 2 Dial up modems 1 3Comm Router 1 RNC Radio Network Controller 1 16 slot V.3229 card cage chassis 10 V.3229 modems 4 CM6 microwave radios 1 PCP -48 Volt battery charger 1 Dehydrator 1 Starpoint 6000 1 ICU Shelf (Intercom Unit) 12 TeNsr Channel banks 1 GPS Rubidium with expansion unit 1 M12 (Mux DS1 to DS2) 1 150 W MSF5000 Conventional Repeater with Duplexer. E.O.C. Emergency Operation Center Qty. Description ^1 Selman Channel Bank 1 PCP -48 Volt charger 1 Larse / Badger RT 1 Starpoint 6000 1 ICU Shelf (Intercom Unit) 1 M12 (DS1 to DS3) 1 Dehydrator 1 V.3225 modem 1 CORI 1 HP Vectra Pentium II 1 Gold Elite Application 1 Orderwire County Court House Qty. Description 3 Bi-direction In Building Amplifier systems (BDA). B - 7 =022502E)Mch1 EXHIBIT "B" Miramar TX/RX Remote Simulcast Site City. Description 1 28 channel 6809 controller 23 100 W Trunked Quantars 1 Larse / Badger RT 4 Larus Loop switch cards 4 CM6 Microwave Radio 1 Orderwire 3 TX/RX 10 channel combiners 2 TX/RX 24 port multicouplers 2 TX/RX Tower Top mounted Amplifier 1 PCP -48 Volt charger 1 Dehydrator 1 Moscad / Intrac for 3rd Level Trunking 2 TeNsr Channel banks 1 GPS Rubidium with expansion unit Markham Park TX/RX Remote Simulcast Site Qty. Description 1 28 channel 6809 controller 23 100 W Trunked Quantars 1 Larse / Badger RT 4 Larus Loop switch cards 4 CM6 Microwave Radio 1 Orderwire 3 TX/RX 10 channel combiners 2 TX/RX 24 port multicouplers 2 TX/RX Tower Top mounted Amplifier 1 PCP -48 Volt charger 1 Dehydrator 1 Moscad / Intrac for 3rd Level Trunking 2 TeNSr chassis with assorted modules 1 PURC 5000 Paging Transmitter 1 GPS Rubidium with Expansion Chassis AT&T Conventional Only City. Description 1 150 W MSF5000 Conventional Repeater with Duplexer. B - 8 mm022502EXBSch1 EXHIBIT "C" CAD STATEMENT OF WORK This Statement of Work provides a description of the CAD related system maintenance and support. 1.0 MAINTENANCE -SERVICE AND SUPPORT 1.1 Maintenance Service and Support being provided are based on the Severity Levels as defined below. Each Severity Level defines the actions that will be taken by Motorola for Response Time, Resolution Time, and Resolution Procedure for reported errors. Response Times for Severity Levels 1 and 2 are based upon voice contact by County, as opposed to written contact by facsimile or letter. Should County delays prevent scheduling of downtime to resolve an issue, Motorola is not responsible for Resolution time frames listed below. j#YEWT.Y , w� `, s , DEFINITION OTORO �<�� Ys �'" ':'RESPONSE _RESOL>1tTIDNF,. 1 Total System Failure - occurs when the system is not Telephone conference Resolve within 24 functioning and there is no workaround; such as a Central within 1 hour of initial hours of initial Server is down or when the workflow of an entire agency voice notification notification is not functioning. 2 Critical Failure - Critical process failure occurs when a Telephone conference Resolve within 7 crucial element in the County's system is not functioning within 3 standard standard business that does not prohibit continuance of basic operations and business hours of initial days of initial there is usually no suitable work -around. Note that this voice notification notification applies to hard failures and may not be applicable to intermittent problems. 3 on -Critical Failure - Non -Critical part or component Telephone conference Resolve in next failure occurs when a system component, either hardware within 6 standard Supplemental Release or software, is not functioning, but the system is still business hours of initial within 180 days useable for its intended purpose or there is a reasonable notification following verification workaround. 4 Inconvenience - An Inconvenience occurs when software Telephone conference Resolve in a future or hardware causes a minor disruption in the way tasks are within 2 standard Supplemental Release performed but does not stop workflow. business days of initial notification 1.2 The County System Administrator shall conduct a preliminary error. review to verify a problem, determine if such is the direct result of a defect in Hardware, Printrak Software, or other software and the direct conditions under which the problem occurred, identify the applicable urgency rating scale by which errors, problems, and other issues are scheduled ("Severity Level"), and ascertain that errors are not due to an external system, data link between systems, or network administration issue prior to contacting Motorola. 1.3 County shall assign an initial Severity Level for each error reported, either verbally or in writing, based upon the Severity Levels defined above. Severity Level I or 2 problems should be reported verbally to the Motorola CSC by County representative or System Administrator. Motorola will notify the County if Motorola makes any changes in Severity Level (upgrade or downgrade) of any County - reported problem. 1.4 Motorola shall provide unlimited telephone support during the PPM hours of service, which are 24 hours per day, 7 days a week (24 x. 7). EXHIBIT "C" 1.5 All requests for support for the products specified in this Exhibit will be logged with the Motorola Customer Support Center ("CSC") via telephone at 1-800-734-6241 or email atuit.�,�:r,�:_Y� 1.6 Motorola will provide County with a resolution within the appropriate Resolution Time and in accordance with the assigned error Severity Level when Motorola diagnostics indicate that the error is present in Printrak Software. Additionally, Motorola will verify: (a) the Software operates in conformity to the System Specifications, (b) the Software is being used in a manner for which it was intended or designed, and (c) that the Software is being used only with approved Hardware or Software. Resolution Time shall not commence until such time as the verification procedures occur. Motorola will continue to provide service support under this Master Service Agreement until final resolution is determined. 1.7 Should Motorola determine that it is unable to correct such reported error within the specified Resolution Time, Motorola will upgrade and escalate its procedure and assign such personnel or designee to correct such error. This will include automatic problem call escalation to appropriate levels of Motorola Management. 1.8 Any and all Maintenance Service provided for herein shall be warranted under the following terms and conditions: a) Third party hardware, software, and any other related supplies shall conform to any and all applicable Printrak technical, functional, and performance specifications; b) The System is free of modifications and alterations which have not been pre -approved by Motorola. c) The System is free of any evidence of negligence, misuse and/or abuse, intentional or otherwise. 1.9 Unless otherwise specified herein, any and all suspected errors will be investigated and corrected at Motorola facilities. Motorola shall decide whether on -site correction of any Software error is required. 1.10 Any third party Software supplied by Motorola shall be guaranteed by the warranty of such Software manufacturer. 1.11 COMPAQ/TANDEM SERVICE HIGH AVAILABILITY PLAN The High Availability Plan includes the following features: The principal period of maintenance ("PPM") is 24 hours per day, 7 days per week. Compaq/Tandem will provide coverage on national holidays for corrective service only. For Systems located within 50 miles of a Compaq/Tandem service location, Compaq/Tandem will schedule a Support Engineer (SE) for arrival on site within four (4) hours, as needed. • "No Fault" extends service for repair of damage to hardware for certain causes other than ordinary use. These include (and are not limited to): County spilling substances or objects in or onto hardware; County operational error; County errors in hardware configuration; County improperly attaching or using non -Motorola supplied equipment or parts; interruption of communication lines; fluctuations or failure of electrical current except where the fluctuation or failure is caused by lightning or other natural causes. Either party upon thirty (30) days prior written notice may cancel this feature. EXHIBIT "C„ • "Call Reserve" provides up to three (3) hardware related service calls per system per contract year, for up to 4 hours each, to be used at County's discretion. Certain custom services are excluded. The service calls may be used consecutively for longer on -site assistance. • "Ready Review" provides a publication called "Guide to Business Recovery Planning" and an annual consultation with County to discuss disaster preparedness. • Perform corrective or scheduled preventive service during the Principal Period of Maintenance (PPM) specified in the Plan. • Furnish all labor, parts, materials, and on -site service during the PPM as necessary to ensure hardware is operating in accordance with applicable published specifications. Compaq/Tandem replacement parts will be new or equivalent of new in performance. Replaced parts will become the property of Compaq/Tandem. • Assign a Compaq/Tandem Customer Engineer (CE) and an alternate who will be responsible for providing service. Provide on an annual basis (i) equipment inventory of maintained hardware; and (ii) planning meeting to discuss the current Service Plans and County's future requirements. 2.0 RECORD —KEEPING AND REPORTING RESPONSIBILITIES 2.1 Motorola will provide verbal status reports on Severity Level 1 and 2 errors. Written status reports on outstanding errors will be provided to County System Administrator on a monthly basis. 2.2 Motorola shall provide annual account reviews to include: a) service history of site; b) downtime analysis; and c) service trend analysis. 2.3 Motorola will prepare the following reports (for PremierCAD software only), to include: a) System Analysis MEASURE: Evaluate disk and CPU load PEEK: Evaluate memory availability and use VIEWSYS: Evaluate use and availability of PCBs EMSA/TMDS: Review logs for hardware reports File Sizing: Review file sizing on changeable files b) Pathway Analysis Evaluate effectiveness of system configuration for current load. Evaluate TCP/Server statistics. Evaluate efficiency of server class maximum and minimum settings. c) Performance Analysis TMX Timings: Evaluate application response times d) Printrak Technical Support Analyst. Based on the Annual System Performance Review and Reports, the Printrak Technical Support Analyst will review findings and recommend software or hardware changes to improve overall operations. 3.0 HOUSEKEEPING/MISCELLANEOUS 3.1 When Motorola performs service at the System location, County agrees to provide Motorola, at no charge, a non -hazardous environment for work with shelter, heat, light, and power and with full and free EXHIBIT "C" access to the System. County will provide all information pertaining to the hardware and software elements of any equipment with which the System is interfacing that enable Motorola to perform its obligations under this Service Agreement. 3.2 Motorola furnished parts may not be newly manufactured. Motorola warrants them equivalent to new in performance. Parts replaced in the course of repair shall, at the close of maintenance, become Motorola's property. 3.3 Printrak shall provide access to: a) Field Changes; b) Customer Alert Bulletins; c) hardware and firmware updates, as released; and d) a private Printrak client support website, www. Printraksupport, com. 3.4 Motorola may assign its rights and obligations only in accordance with Article 14.3 of the Master Service Agreement. 3.5 County will provide a qualified System Administrator for the Printrak System Portion to perform all functions as defined in Printrak's Systems Administrator's guide which has been provided to the County under separate cover. 3.6 Upon the expiration or earlier termination of this Agreement, County and Motorola shall immediately deliver to the other Party, as the disclosing Party, all Confidential Information of the other, including any and all copies thereof, which the other Party previously provided to it in furtherance of this Agreement. Confidential Information shall include: (a) Proprietary materials and information regarding technical plans; (b) any and all other information, of whatever type and in whatever medium including but not limited to data, developments, trade secrets and improvements that is disclosed in any form whatsoever by Motorola to County; (c) all GIS, address, telephone, or like records and data provided by County to Motorola that is required by law to be held confidential. 3.7 This Statement of Work does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola or Printrak patent, copyright, trade secret, or other intellectual property including any intellectual property created as a result of or related to the products sold or Services performed under this Statement of Work. 3.8 Motorola reserves the right to limit access to its confidential and proprietary information including cost and pricing data. 4.0 SOFTWARE UPDATES Motorola shall provide software updates as defined below: 4.1 S le e t 1 Release is defined as a minor release of Printrak Software that contains primarily error corrections to an existing Standard Release. It may also contain limited improvements that do not affect the overall structure of the Printrak Software. Supplemental Releases can be installed remotely. Supplemental Releases are identified by the third digit of the three -digit release number, shown here as underlined: "1.2.X". 4.2 Standard release is defined as a major release of Printrak Software that contains product enhancements and improvements such as new databases, modifications to databases, new server/requesters, etc., and may involve file and database conversions, System configuration changes, hardware changes, additional training, modifications of Software license terms, on -site installation, and System downtime. Standard Releases are identified by the second digit of the three -digit release number, shown here as underlined: "1.2.3". EXHIBIT "C" 4.3 The County will not be required to pay any additional license fees for Supplemental or Standard Software Releases, however, costs will be incurred for additional hardware. 4.4 Product Release is defined as a major release of Printrak Software considered to be the next generation of an existing product or a new product offering. Product Releases are identified by the first digit of the three -digit release number, shown here as underlined: "1.2.3". 4.5 An upgrade to a new Product Release requires additional Software license fees and usually requires additional hardware and software. If the County wishes to upgrade to the new Product Release, the County must purchase the appropriate Software license(s) for that Product Release as well as any required hardware, software, or installation necessary for implementation. Product Releases are provided under a separate agreement. 4.6 At County's request, Motorola will provide a current list of compatible hardware operating system releases. A list of Printrak Software Supplemental or Standard Releases will also be made available at no charge to County. 5.0 ADDITIONS AND CHANGES 5.1 This Statement of Work covers all copies of the specific Printrak Software listed in List of Components that are licensed to County. If the price for Services is based upon a per unit fee, such price will be calculated on the total number of units of the Printrak Software that are licensed to or used by County as of the beginning of the annual maintenance and support period. If during an annual maintenance and support period County acquires additional units of the specific Printraka Software that is covered by this Agreement, the price for maintenance and support services for those additional units will be calculated and added to the total price if and when the annual maintenance and support period is renewed. Motorola may adjust the price of the maintenance and support services effective as of a renewal if it provides to County notice of the price adjustment at least forty-five (45) days before the expiration of the annual maintenance and support period. If County notifies Motorola of its intention not to renew this Agreement and later wishes to reinstate this Agreement, it may do so with Motorola's consent provided (a) County pays to Motorola the amount that it would have paid if County had kept this Agreement current and (b) all copies of the specific Printrak Software listed in the List of Components are covered. 5.2 In the event County obtains a Hardware upgrade, and the applicable license fee for use of Printrak Software on such upgraded Hardware is increased, County may be obligated to pay adjusted maintenance fee(s) to Motorola in the event that license fee(s) on Printrak Software and other Software increase due to the Hardware upgrade. In the event that the County adds PC units to their system, the maintenance fees for additional PC based licenses will be increased to cover those units; however, upgrades to PC Hardware (e.g., upgrade from 386 to 486 processor) may not require additional maintenance fees. 5.3 The County may request an enhancement to System functionality. Enhancement requests are submitted to Printrak Product Management for review. If Product Management accepts the enhancement request, request will be referred to the Enhancement Advisory Program (EAP) for possible inclusion in a future version. Product Management will provide a response to the enhancement request within one hundred twenty (120) standard business days of receipt of initial request. If accepted, a release date will be furnished with enhancement fee schedule, when appropriate. The County may choose to pay for an enhancement request that has been accepted by Product Management but is not viewed as a high enough priority to include in a release. EXHIBIT "C" 6.0 ACCESS 6.1 The County agrees to maintain any and all electrical and physical environments in accordance with System manufacturer's specifications. 6.2 The County agrees to provide standard industry precautions (e.g., back-up files) ensuring database security, per Motorola recommended back-up procedures. 6.3 The County agrees to ensure System accessibility, which includes physical access to building as well as remote access via modem. Remote access can be stipulated and scheduled with County; however, remote access is required and will not be substituted with on -site visits if access is not allowed or available. 7.0 EXCLUSIONS 7.1 Maintenance Service and Support not listed herein are excluded, and Motorola shall not be liable under this Agreement. Exclusions consist of, but are not limited to: a) Any service work required due to incorrect or faulty operational conditions, including but not limited to equipment not connected directly to an electric surge protector, equipment used in a non - office environment, and equipment not properly maintained in accordance with guidelines set forth in the Printrak User's Guide; b) The repair or replacement of parts resulting from failure of the County's facilities or County's personal property and/or devices connected to the System (or interconnected to devices) whether or not installed by Motorola's representatives; c) The repair or replacement of Equipment that has become defective or damaged due to physical or chemical misuse or abuse from causes such as lightning, power surges, or liquids; d) The repair or replacement of any transmission medium, such as telephone lines, computer networks, or the worldwide web, or for Equipment malfunction caused by such transmission medium; e) Accessories; custom or Special Products; office furniture which includes chair(s) and workstation(s); modified units; or modified software; #) The repair or replacement of parts resulting from the tampering by persons unauthorized by Motorola or the failure of the System due to extraordinary uses; g) Operation and/or functionality of County's personal property, equipment, and/or peripherals and any non-Printrak generated application software including service of any accessory, attachment, or component owned by County, whether or not installed by Motorola; h) Removal, relocation, and/or reinstallation of System or any component thereof; i) Services to diagnose technical issues caused by the installation of unauthorized components or misuse of the System. j) Operational supplies including, but not limited to, printer paper, printer ribbons, toner, photographic paper, magnetic tapes, any supplies in addition to that delivered with the System, and battery replacement for uninterruptible power supply (UPS). EXHIBIT "C" k) Unauthorized installation of any Software or Hardware modifying Printrak Software and/or the System. 7.2 Any desired service and support not included within the scope of this Statement of Work shall be performed at the rates set forth below. Billable rates are subject to a two (2) hour minimum: $1 60_per hour 8 a.m. — 5 p.m. local timSJ Monday -- Friday $240 per hour After 5 p.m. Monday -- Friday, and all day on Saturday, Sunday and Motorola establishcd holidays Travel Expense in addition to the above hourly labor rates, all other actual travel related expenses ma be chargeable to County. EXHIBIT "C" Schedule 1 LIST OF COMPONENTS (Page Y of 2) The following lists the System hardware and software items under maintenance coverage/control of Motorola's Printak subsidiary: CAD Software: Product Descri lion Version Computer Aided Dispatch (Law, Fire, and 1.1.1.6 87 CAD Client EMS primary work area for event creation, tracking, and u datin CAD Version Client version entered in our tracking 1.1.1.E 87 system. 911 ANI/ALI interface to extract data being I E911 Interface sent by the phone service. Data extracted is imported to the CAD product. Graphic Geofile Manager. Used to update 3.0.3 2 GGM License and maintain customer geographical files for use in determining beats, reporting districts, response zone/areas as needed by the CAD product. This Mobile Data Computer (MDC) I MWT/MDC interface is used to import/export data Interface between field terminals and the CAD product Open Query is used to import/export data 27 OQ Licenses and queries between the customer and NCIC/State Databases Paging/Toning interface is used to I Paging/Toning communicate with alpha -paging services, Interface fire alert systems, and mobile alerts stems Radio Interface Radio interface is primarily used for 1 systems that allow emergency status messages to be sent. CAD will identify such messages and display an Emergency Status indicator State Interface is the link between Open I State Interface Query and the State databases TDD Interface Terminal Device for Deaf 21 Tear & Run is used to send print messages 1 Tear & Run (event information) to target fire stations Interface for emergency response. Universal Data Transfer. Used to pull data 3.4.2 3 UDT License from the CAD databases and redirect the information to specific data targets. EXHIBIT "C" Schedule 1 LIST OF COMPONENTS (Page 2 of l) Product Description Version NetClock — To synchronize the system 1 GPS Netclock time. Interface SunPro FRMS SunPro Fire Record Management System I Software CITRIX Citrix MetaFrame Software 1.8 1 ATM Automated Tactical Map 12 CAD System ENFORM — Tandem Product; Radio ID by N/A 3 Reports ID, Serial Number, and Name; Common Place Names COBOL Reports Header, Case Log, Status, and Unit Line Up N/A 4 Product Hardware Descri tioy, 4 1494 K2000 PROCESSOR W/256 MB MEM BASE 2 3605-1 CNTRLR COMM, 4 LINE SYNC W/RS-232 5 3606-1 CNTRLR COMM, 16 LINE ASYNC, W/RS-232 3 1 3615-0 CNTRLR,HI-PERF,E-NET,W/O TRANS 2 14240 DISK DRIVE, 1038MB 8 4250 DISK DRIVE, 2GB 8 4260 4.2 GIGABYTE DISK CRU - K1000/K2000 1 5145 4MM DAT, DSKTP CAB, NO ACL, DDS-3, K 2 5165-1 SCSI BIC, EXTERNAL, MFC 1 1 LG06 PRINTER, CAD CASE DOCUMENTS 1 5515-2 PRINTER, 420LPM, UIET,W/STAND & STK 1 7270 SERVICE BASE CAB CYC/R DUAL PDU 1 7272 K2000,DISK&I/O EXP CAB -BLACK 1 7273 SERVICE,CAB,CYC/R,EXPANSION,DUAL PDU 1 TS530W TERMINAL, TS530,WHITE,110V product So,ftwime, Descri lion I SA01 BASIC OPERATIONS MANAGEMENT PACKAGE 1 SA57 EXPAND 1 SA58 NONSTOP TS/MP I SA59 PATHWAY/TS 1 I SA73 NONSTOP KERNEL PER SYSTEM 1 SD20 TANDEM TCP/IP 1 SD70 TCP/IP LAN PRINT SPOOLER 1 SE08 NONSTOP VHS - VIRTUAL HOME TERMINAL 1 SM58V 1 RSC/MP HOST 1 SM67V 1 RSC/MP WIN32 CLIENT EXHIBIT "D" SCA STATEMENT OF WORK This Statement of Work provides a description of the Mobile Data System maintenance and support. 1.0 MAINTENANCE SERVICE AND SUPPORT 1.1 Maintenance Service and Support being provided are based on the Severity Levels as defined below. Each Severity Level defines the actions that will be taken by Motorola for Response Time, Resolution Time, and Resolution Procedure for reported errors. Response Times for Severity Levels 1 and 2 are based upon voice contact by County, as opposed to written contact by facsimile or letter. Should County delays prevent scheduling of downtime to resolve an issue, Motorola is not responsible for Resolution time frames listed below. DEFINITION 1.2 The County System Administrator shall conduct a preliminary error review to verify a problem, determine if such is the direct result of a defect in Hardware, Motorola Software, or other software and the direct conditions under which the problem occurred, identify the applicable urgency rating scale by which errors, problems, and other issues are scheduled ("Severity Level'), and ascertain that errors are not due to an external system, data link between systems, or network administration issue prior to contacting Motorola. 1.3 County shall assign an initial Severity Level for each error reported, either verbally or in writing, based upon the Severity Levels defined above. Severity Level 1 or 2 problems should be reported verbally to the Motorola CSC by County representative or System Administrator. Motorola will notify the County if Motorola makes any changes in Severity Level (upgrade or downgrade) of any County - reported problem. D-1 mm111501EXD.doc EXHIBIT "D" 1.4 Motorola shall provide unlimited telephone support during the PPM hours of service, which are 24 hours per day, 7 days a week (24 x 7). 1.5 All requests for support for the products specified in this Exhibit will be logged with the Motorola Customer Support Center ("CSC") via telephone at 1-800-323-9949 (press 2 for Technical Support and Data Systems). 1.6 Motorola will provide County with a resolution within the appropriate Resolution Time and in accordance with the assigned error Severity Level when Motorola diagnostics indicate that the error is present in Motorola Software. Additionally, Motorola will verify: (a) the Software operates in conformity to the System Specifications, (b) the Software is being used in a manner for which it was intended or designed, and (c) that the Software is being used only with approved Hardware or Software. Resolution Time shall not commence until such time as the verification procedures occur. Motorola will continue to provide service support under this Master Maintenance Agreement until final resolution is determined. 1.7 Should Motorola determine that it is unable to correct such reported error within the specified Resolution Time, Motorola will upgrade and escalate its procedure and assign such personnel or designee to correct such error. This will include automatic problem call escalation to appropriate levels of Motorola Management. 1.8 Any and all Maintenance Service provided for herein shall be warranted under the following terms and conditions: a) Third party hardware, software, and any other related supplies shall conform to any and all applicable Motorola technical, functional, and performance specifications; b) The System is five of modifications and alterations which have not been pre -approved by Motorola. c) The System is free of any evidence of negligence, misuse and/or abuse, intentional or otherwise. d) No unauthorized third party software has been installed on the Motorola system by the County. 1.9 Unless otherwise specified herein, any and all suspected errors will be investigated and corrected at Motorola facilities. Motorola shall decide whether on -site correction of any Software error is required. 1.10 Any third party Software supplied by Motorola shall be guaranteed by the warranty of such Software manufacturer. 2.0 RECORD —KEEPING AND REPORTING RESPONSIBILITIES 2.1 Motorola will provide verbal status reports on Severity Level 1 and 2 errors. Written status reports on outstanding errors will be provided to County System Administrator on a monthly basis. D-2 mm111501 EXD.doc EXHIBIT "D" 3.0 HOUSEKEE,PING/.VQCELLANEOUS 3.1 When Motorola performs service at the System location, County agrees to provide Motorola, at no charge, a non -hazardous environment for work with shelter, heat, light, and power and with full and free access to the System. County will provide all information pertaining to the hardware and software elements of any equipment with which the System is interfacing that enable Motorola to perform its obligations under this Service Agreement. 3.2 Motorola may assign its rights and obligations only in accordance with Article 14.3 of the Master Maintenance Agreement. 3.3 County will provide a qualified System Administrator for the SCA System Portion to perform all functions as defined in Printrak's Systems Administrator's guide which has been provided to the County under separate cover. 3.4 Upon the expiration or earlier termination of this Agreement, County and Motorola shall immediately deliver to the other Party, as the disclosing Party, all Confidential Information of the other, including any and all copies thereof, which the other Party previously provided to it in furtherance of this Agreement. Confidential Information shall include: (a) Proprietary materials and information regarding technical plans; (b) any and all other information, of whatever type and in whatever medium including but not limited to data, developments, trade secrets and improvements that is disclosed in any form whatsoever by Motorola to County; (c) all GIS, address, telephone, or like records and data provided by County to Motorola that is required by law to be held confidential. 3.5 This Statement of Work does not grant directly or by implication, estoppel, or otherwise, any ownership right. or license under any Motorola patent, copyright, trade secret, or other intellectual property including any intellectual property created as a result of or related to the products sold or Services performed under this Statement of Work. 3.6 Motorola reserves the right to limit access to its confidential and proprietary information including cost and pricing data. 4.0 S F ARE ULDATES Motorola shall provide software updates as defined below: 4.1 u 1 meat Relea a is defined as a minor release of Motorola Software that contains primarily error corrections to an existing Standard Release. It may also contain limited improvements that do not affect the overall structure of the Motorola Software. Supplemental Releases can be installed remotely. Supplemental Releases are identified by the third digit of the three -digit release number, shown here as underlined: "1.2.2". 4.2 Stand ird Release is defined as a major release of Motorola Software that contains product enhancements and improvements such as new databases, modifications to databases, new server/requesters, etc., and may involve file and database conversions, System configuration changes, hardware changes, additional training, modifications of Software license teams, on -site installation, and System downtime. Standard Releases are identified by the second digit of the three -digit release number, shown here as underlined: "1.2.3". EXHIBIT "D" 4.3 The County will not be required to pay any additional license fees for Supplemental or Standard Software Releases, however, costs will be incurred for on -site installation, additional hardware, and other services such as, but not limited to, reconfiguration or file conversion. 4.4 Product Release is defined as a major release of Motorola Software considered to be the next generation of an existing product or a new product offering. Product Releases are identified by the first digit of the three -digit release number, shown here as underlined: "1.2.3". 4.5 An upgrade to a new Product Release requires additional Software license fees and usually requires additional hardware and software. If the County wishes to upgrade to the new Product Release, the County must purchase the appropriate Software license(s) for that Product Release as well as any required hardware, software, or installation necessary for implementation. Product Releases are provided under a separate agreement. 4.6 At County's request, Motorola will provide a current list of compatible hardware operating system releases. 5.0 ADDITIONS AND CHANGES 5.1 This Statement of Work covers all copies of the specific Motorola Software listed in List of Components that are licensed to The County. If the price for Services is based upon a per unit fee, such price will be calculated on the total number of units of the Motorola Software that are licensed to or used by County as of the beginning of the annual maintenance and support period.. If during an annual maintenance and support period County acquires additional units of the specific Motorola Software that is covered by this Agreement, the price for maintenance and support services for those additional units will be calculated and added to the total price if and when the annual maintenance and support period is renewed. Motorola may adjust the price of the maintenance and support services effective as of a renewal if it provides to County notice of the price adjustment at least forty-five (45) days before the expiration of the annual maintenance and support period. If County notifies Motorola of its intention not to renew this Agreement and later wishes to reinstate this Agreement, it may do so with Motorola's consent provided (a) County pays to Motorola the amount that it would have paid if County had kept this Agreement current and (b) all copies of the specific Motorola Software listed in the List of Components are covered. 5.2 The County may request an enhancement to System functionality. Enhancement requests are submitted to Motorola Product Management for review. If Product Management accepts the enhancement request, request will be referred to the Enhancement Advisory Program (EAP) for possible inclusion in a future version. Motorola Product Management will provide a response to the enhancement request within one hundred twenty (120) standard business days of receipt of initial request. If accepted, a release date will be furnished with enhancement fee schedule, when appropriate. The County may choose to pay for an enhancement request that has been accepted by Product Management but is not viewed as a high enough priority to include in a release. 6.0 ACCESS 6.1 The County agrees to maintain any and all electrical and physical environments in accordance with System manufacturer's specifications. 6.2 The County agrees to provide standard industry precautions (e.g., back-up files) ensuring database security, per Motorola recommended back-up procedures. D-4 mm111501 EXn.dnc EXHIBIT "D" 6.3 The County agrees to keep Operating System software current. (It is recommended that the System Administrator contact Motorola prior to updating Operating System to ensure there will not be issues,) 6.4 The County agrees to run Anti -Virus software. 6.5 The County agrees to ensure System accessibility, which includes physical access to building as well as remote access via modem. Remote access can be stipulated and scheduled with County; however, remote access is required and will not be substituted with on -site visits if access is not allowed or available. 7.0 EXCLUSIONS 7.1 Maintenance Service and Support not listed herein are excluded, and Motorola shall not be liable under this Agreement. Exclusions consist of, but are not limited to: a) Any service work required due to incorrect or faulty operational conditions, including but not limited to equipment not connected directly to an electric surge protector, equipment used in a non - office environment, and equipment not properly maintained in accordance with guidelines set forth in the Motorola User's Guide; b) The repair or replacement of parts resulting from failure of the County's facilities or County's personal property and/or devices connected to the System (or interconnected to devices) whether or not installed by Motorola's representatives; :r c) The repair or replacement of Equipment that has become defective or damaged due to physical or chemical misuse or abuse from causes such as lightning, power surges, or liquids; d) The repair or replacement of any transmission medium, such as telephone lines, computer networks, or the worldwide web, or for Equipment malfunction caused by such transmission medium; e) Accessories; custom or Special. Products; office furniture which includes chair(s) and workstation(s); modified units; or modified software; f) The repair or replacement of parts resulting from the tampering by persons unauthorized by Motorola or the failure of the System due to extraordinary uses; g) Operation and/or functionality of County's personal property, equipment, and/or peripherals and any non -Motorola generated application software including service of any accessory, attachment, or component owned by County, whether or not installed by Motorola; h) Removal, relocation, and/or reinstallation of System or any component thereof; 0 Services to diagnose technical issues caused by the installation of unauthorized components or misuse of the System. D Operational supplies including, but not - limited to, printer paper, printer ribbons, toner, photographic paper, magnetic tapes, any supplies in addition to that delivered with the System, and battery replacement for uninterruptible power supply (UPS). rs_S mm7174nIrYr% 400 EXHIBIT "D" k) Unauthorized installation of any Software or Hardware modifying Motorola Software and/or the System. 1) Motorola recommends that the Message Switch hardware is used only to run Premier Software and any applicable third party software that is required for the Premier Application to run. Should a third party application (unrelated to the Premier Software) effect the Premier application, problems will not be covered under this Agreement, and work toward resolution of this type of issue will be billed at standard hourly rates. m) Damage to unrelated third party applications placed on the Message Switch hardware. 7.2 Any desired service and support not included within the scope of this Statement of Work shall be performed at the rates set forth below. Billable rates are subject to a two (2) hour minimum: $160 er hour 8 a.m. — 5 p.m. local time Monda — Friday $240 per hour After 5 p.m. Monday — Friday, and all day on Saturday, Sunday and Motorola established holida s Travel Expense In addition to the above hourly labor rates, all other actual travel related ex erases ma be chargable to County. The following lists the System equipment items under maintenance coverage/control of Motorola's SCA subsidiary: Quantity Item 1 Premier MDC Server (1-2000 use, 1 In -Vehicle Paging Server Module 1025 Premier MDC Client 50* Premier MDC Client 1 Premier MDC In-house Client 650 In -Vehicle Paging Client Module 950 Text -to -Voice Client Module 1 SCA - CAD/State Interface - CAD to SCA API 1 SCA - RMS - RMS to SCA API * Refers to the 50 extra MDC Clients added by BCFR n.6 mm111 CAI 1+ %,n Aran EXHIBIT "E„ OPTION DESCRIPTIONS This EXHIBIT describes the various Options being offered by Motorola. 1. Motorola System Manager ("MSM") This option is for supply to County of an individual (the "Motorola System Manager") who shall be the Customer's primary point of contact within Motorola. The MSM acts as communications consultant and manager of "contracted " services and serves as the primary liaison between the Customer and the local Motorola Field Service Organization; local assigned sales team, Motorola Systems Support Center, Product Groups, Factory, System Engineering Group; System Integration Group; and third party contractors -- in providing and guiding maintenance efforts, analysis, recommendations and fault diagnostic information -- in order to ensure "Best -in -Class" system performance and utilization. Attached Schedule 1 lists what the MSM performs over and above what is normally provided by just the basic Maintenance Agreement. 2. Subscriber Radio Repair: This option allows use of the Motorola Radio Support Center for subscriber radio repair via a "bank" concept. With this option, COUNTY provides pre -specified dollar amounts into the "Radio Repair Bank" of the RSC. A Radio Repair Bank Statement of Work document further describing this option is attached as Schedule 2. 3. Emergency Backup Center at EOC This option provides maintenance coverage for the Motorola radio equipment at the Emergency Operations Center as per attached Schedule 6. 4. MedCom Equipment Maintenance This option provides maintenance coverage for the Motorola Medical Communications (MedCom) equipment as per attached Schedule 7. 5. Third -Level Trunking Equipment Maintenance This option provides maintenance coverage for the Third -Level Trunking Equipment being supplied. This equipment is as per attached Schedule 8. E - 1 mm03O2O2EXE.doc EXHIBIT "E„ OPTION DESCRIPTIONS ATTACHMENTS: Schedule # Description 1 Motorola's S stem Mgmt Responsibilities 2 Radio R air Bank Statement of Work 3 Emergency Backup_Center E ui . List 4 MedCom Equip. List 5 Third -Level Trunking Equip. List E - 2 mm03O2O2EXE.doc EXHIBIT "E" Schedule 1 OPTION DESCRIPTIONS System Manager Statement of Work Description The role of the System Manager is to be the Customer's primary point of contact within Motorola. The System Manager acts as communications consultant and manager of "contracted " services. The System Manager serves as the primary liaison who will work closely with the Customer, local Motorola Service Station (MSS), local assigned sales team, Systems Support Center, Product Groups, the Factory, System Engineering, System Integration and third party contractors to provide and guide maintenance efforts, analysis, recommendations and fault diagnostic information to achieve "Best -in -Class" system performance and utilization. The System Manager will be proactive in managing the resources available to sustain optimal uptime, "five -nines" system availability and maximum beneficial use of the radio system. The System Manager will regularly review service information and reports generated by the system service database to determine an ongoing course of action. Services shall include: A. Contract Compliance 1. Administer the Terms and Conditions of the warranty/maintenance guidelines. 2. Manage service activities to ensure compliance to contract by all service teams. 3. Insure compliance with response/restoration times. B. Reporting 1. Maintain accurate records and service history statistics. 2. Review service information and quality reports generated by system service database if applicable. 3. Monitor and report system availability metrics to the customer on a monthly basis. 4. Publish reports of user issues. 5. Report status of on -going continuous improvement efforts. 6. Develop and report system performance measurement metrics. 7. Monitor PSB/SRN and SER upgrade bulletins and communicate to Customer and service teams. 8. Prepare and conduct briefings for Customers, Service Teams or Motorola Management as required. C. Coordination 1. Work with Customer and Motorola to formulate future communications requirements. 2. Work with Customer, Motorola Service Teams, Motorola System Engineers, and third party contractors to review design recommendations for upgrades, additions, modifications, and/or improvements to radio communications system to insure compatibility. E - 3 mm030202EXE.doc EXHIBIT "E" Schedule 1 OPTION DESCRIPTIONS 3. Work with customer and Motorola Customer Support Manager and Sales Group to prepare budgetary maintenance quote for next cycle and out years. 4. Work with Motorola Management to help define "Best Practices" SOP. 5. Coordinate on -going continuous improvement efforts. 6. Coordinate efforts to develop new metrics for measurements. 7. Work with the Customers and the Motorola System Support Center (SSC) in continually updating escalation information. 8. Coordinate assistance in addressing FAA Licensing issues. 9. Coordinate scheduling and tracking of customer training. D. System Planning 1. Review new and replacement equipment purchases. 2. Understand organizational goals and objectives. 3. Identify wireless role in achieving the goals and objectives. 4. Evaluate environment. 5. Understand Broward County mission objectives. E. Site/Facility Management 1. Evaluate each infrastructure component location: a. Management of physical space b. Infrastructure component location c. R56 grounding specification compliance 2. Perform quality audits. 3. Monitor repair activities. 4. Monitor scheduled downtime. 5. Assist with coordinating outside services and suppliers for site maintenance: a. Monitor access/security b. UPS- Battery backup monitoring c. HVAC maintenance d. Telephone circuits and wireless maintenance e. AC power maintenancelmonitoring £ Tower structural maintenance/painting g. Power generator maintenance h. Fuel delivery i. Property maintenance j. FAA site compliance F. Remote Diagnostics 1. Review system dial -in activity. 2. Review diagnostic reports. 3. Monitor system network connection and uptime. E - 4 mm03O2O2EXE.doc EXHIBIT "E" Schedule 1 OPTION DESCRIPTIONS G. Preventative Maintenance 1. Administer the PM program - Included in this is running anti -virus SW, tuning the servers, running defrag programs, etc. 2. Establish a PM program for Laptops/MW520 mobile devices including SW version control management, updates etc. 3. Perform inspections of PMs performed. H. Infrastructure Disaster Recovery Planning 1. Develop What/If Scenarios, 2. Determine requirements for backup communications. 3. Develop equipment Rental Plans. I. Data Application Support 1. Provide user support of Client Applications 2. Setup user training. 3. Assist with upgrades, testing, training and roll out. 4. Level one support for users related issues on SW operation. 5. Coordinate change/enhancement requests. 6. Manage remote configuration management. 7. Maintain user documentation, training manuals and configuration manuals. 8. Maintain Customer enhancement request documentation. 9. Submit and manage all enhancement requests. 10. Manage repair of OEM equipment. J. Spares, & Local Parts Inventory Management (assumes access to Broward County tracking and reporting system) 1. Maintain spare inventory records. 2. Maintain parts inventory records. 3. Document spare field equipment locations. 4. Maintain Software and Firmware versions database. 5. Review and validate parts and spares replacement plan. 6. Track vendor managed inventory. 7. Manage adherence to inventory control processes. K. Spare Equipment Management 1. Maintain inventory of spare equipment. 2. Establish procedure to utilize and replenish spare equipment inventory. 3. Establish test procedure of spare equipment to include: a. Software/Firmware version control. b. Preventative maintenance schedule. E - 5 mm03O2O2EXE.doc EXHIBIT "E" Schedule 1 OPTION DESCRIPTIONS 4. Maintain history records of spare equipment utilization. S. Monitor location and security of the spare equipment: a. Location of the spare equipment at: i. Servicer location(s) ii. Depot location(s) b. Control access to the spare equipment after hours utilizing control of keys and security clearance requirements. L. User Support 1. Conduct proactive customer service: a. Communicate system issues b. Communicate available services c. Administer user satisfaction surveys d. Attend senior leadership meetings 2. Assist in development and completion of action plans based on system and equipment needs and issues identified by users. 3. Administer and coordinate delivery of training plans for: a. Radio System users b. Technical resources M. Vendor Management 1. Review current service agreements scope and suppliers: a. Implement quality standards and procedures b. Manage contract administration 2. Qualified Vendor Monitoring: a. Collect Qualified Vendor Service quality data b. Conduct Qualified Vendor reviews c. Monitor compliance/adherence to Vendor's Quality Programs 3. Process warranty claims with vendors. E - 6 mm030202EXE.doc EXHIBIT "E" Schedule 2 OPTION DESCRIPTIONS Radio Repair Bank Statement of Work Description This Statement of Work describes how the Radio Repair Bank Service Agreement functions for services available on equipment currently supported by the Radio Support Center ("Eligible Radio Units"). The Radio Repair Bank Service Agreement provides the Customer with a pre -specified dollar amount in the Radio Repair Bank of Radio Support Center (RSC) services for Eligible Radio Units. The dollars in a Radio Repair Bank can be used towards any RSC provided service including, but not limited to, Flat Rate, Time and Material, Programming, and Engraving services. Terms and Conditions for each service apply. When a Customer requires service on an Eligible Radio Unit, the Customer submits the unit to the RSC with a completed Repair Request Form stating the requested service. Upon completion of the Customer requested service, the appropriate dollar amount is debited against the balance in the Radio Repair Bank account. Payment under the Radio Repair Bank Service Agreement must be made prior to any services being performed. Dollars in a Radio Repair Bank account may be used as needed until the account is depleted. Customer may add additional funds to the account at any time. If additional funds are added to the account, Customer will receive a discount based upon the funds being added to the account and not on the balance in the account. Motorola Radio Repair Bank Service Agreement account is non -cancelable and non-refundable. Dollars in a Radio Repair Bank account cannot be applied towards Depot Direct or any other Radio Support Center Service Agreement billings. The Radio Repair Bank Service Agreement is available only in the U.S. Motorola offers a limited warranty on its services under this Service Agreement for ninety days following the completion of each repair. The terms and conditions of this Statement of Work are incorporated into and made a part of the Motorola Service Agreement. In the event of a conflict between this Statement of Work and the Motorola Service Agreement or any other agreement, this Statement of Work will take precedence. Motorola Responsibilities • Perform covered services as requested by Customer on the Repair Request Form. • When applicable, test and return the Equipment to Motorola factory specifications. • When applicable, reprogram Equipment necessary to return Equipment to normal operations, based on the template provided by the Customer or a generic template for that Equipment if no template is provided. • Motorola will pay the freight charges for next day shipping to and from the Radio Support Center provided that Customer uses the UPS Consignee Billing Program. Customer Responsibilities • Complete a Repair Request Form and submit it with each Eligible Radio Unit sent in for Service. • Supply Motorola with Software templates for Equipment needing to be reprogrammed according to Customer specifications. E - 7 mm03O2O2EXE.doc EXHIBIT "E" Schedule 2 OPTION DESCRIPTIONS • Send Equipment along with a completed Repair Request Form referencing your Radio Repair Bank Service Agreement number to the Radio Support Center for Service. Accessory items sent in without the Eligible Radio Unit must reference the serial number of the Eligible Radio Unit on the Repair Request Form. • Customer must use the UPS Consignee Billing Program for inbound shipments to the Radio Support Center. Motorola will not pay inbound shipping charges for shipments by other methods or carriers. • Pay freight insurance charges for declared values in excess of $100 on inbound shipments. E - 8 mm030202EXE.doc EXHIBIT "E" Schedule 3 OPTION DESCRIPTIONS Emergency Backup Center at EOC Equipment List 57 Varilatir with Harmonic Filter 57 L99DX Astro Spectra Consolette 40 L3030 RCH3000 Digital REM for Astro 38 LCS200015 Watts Mobiles 104 DQPBM6607 36 Volt Peak Data Lines 10 DQ ZETRON 4010 4 Basik 2DP 90 Fixed Supervisor Position 22 Basik 2DP Fixed Dispatch Position 18 Basik 2DP Straigtline Fixed Dispatch Position E - 9 mm03O2O2EXE.doc EXHIBIT "E" Schedule 4 OPTION DESCRIPTIONS MedCom E ui meat List 3 C99ED Quantar Repeaters 4 T5589 Astro Tac Satellite Receiver 20 H01QX MTS2000 Portables 20 L99DX Astro Spectra Consolette E - 10 =030202EXE.doc EXHIBIT "E" Schedule 5 OPTION DESCRIPTIONS Third -Level Trunking E ui meat List F6973 Moscad W/ 20W VHF MCS2000 Conv Radio T5834 I RTU 2 DQ12X3000N13358R RTU 2 L3170 Paradyne 3810 S/A modem V.32 T5272 Smarnet lI Controller D530AE Prime Site Operation E - 11 mm030202EXE.doc ti Drug Free Workforce .Statement of Policy This policy describes Motorola's processes and guidelines supporting a workforce that is drug free and free from the illegal manufacture, distribution, possession and use of drugs or the abuse of alcohol and controlled substances. .Scope , All Motorola employees based at locations within the United States. ,Application Motorola complies with the Drug -Free Workplace Act, applicable regulations of government agencies (including regulations promulgated by the Department of Transportation), and other federal, state and local laws and regulations. All employees and applicants for employment are advised of our Drug -Free Workforce Policy. The following tests apply unless prohibited under the laws of the jurisdiction where the employee is based: 1. Pre -Employment: All candidates for employment must take a drug test before being beginning employment. Offers of employment will be conditioned upon the candidate successfully passing a drug test. A positive test will disqualify the candidate for employment. 2. For -Cause Drug and Alcohol Testing: Motorola may require that an employee take a drug and/or alcohol test when two or more supervisors, managers, occupational health or human resource professionals (in any combination) have a reasonable suspicion, based on specific observable facts or behaviors, that an employee may be under the influence of drugs or alcohol, or has been using drugs or alcohol on Motorola premises or while carrying out a job assignment. The observers will document the specific observed facts or behaviors that support the reasonable suspicion. Failure to take a requested for -cause test will result in termination of employment. The first time an employee tests positive, he or she shall be referred to the Employee_ Assistance Program (EAP) and must comply with any conditions set by the EAP professional. Failure to comply with these conditions will result in termination of employment. An employee testing positive after a second requested for -cause test will be terminated from employment. Discipline for actions of the employee, while under the influence of drugs or alcohol or for possession of illegal drugs will be handled under Motorola's Progressive Discipline Policy. Employees previously referred to the Employee Assistance Program (EAP) under the Universal drug -testing program contained in Motorola's t prior Drug Free Workforce policy must continue to comply and complete any conditions set by the EAP professional. This requirement includes successfully passing all required follow up drug tests. Drug tests are administered in accordance with the Drug -Free Workforce Procedures Manual. Confidentiality and privacy will be protected in accordance with legal requirements. Records relating to this policy will be maintained in accordance with our standards for privacy and confidentiality of personal health information. 3. Random Drug Testing and Alcohol Testing: For pilots of corporate aircraft, and for other limited categories of employees in safety sensitive positions, Motorola will use alcohol testing and random drug testing to be conducted under procedures developed by Motorola for those specific categories of employees. 06/03/2004 08:52 9547238779 MOTOROLA INC PAGE 02/10 11a� 7R # 10469 / EXHIBIT y FIRST AN ENDMENT TO MASTER SERVICE AGREEMENT Between EROw COZJNTY mm SOT OROLA INi C . QGI0312004 08:52 9547238779 MOTOROLA INC PAGE 03/10 FIRST AMENDMENT TO MASTER SERVICE AGREEMENT Between ROWARD COUNTY and MQiQRQL&1ML This is the First Amendment to the April 2, 2002 Agreement between BROWARD COUNTY, a political subdivision of the State of Florida (COUNTY), and MOTOROLA, INC., a Delaware corporation authorized to do business in the state of. Florida, its successors and assigns (MOTOROL,k), collectively referred to as "the Panties." WHEREAS, the Parties desire to extend service coverage to include MOTOROLA-supplied items provided subsequent to the original Master Service Agreement; NOW, THEREFORE, IN CONSIDERATION of the mutual terms. condi1:ions, promises. covenants and payments set forth, the Patties agree as follows: 1. ARTICT�E 5, SENT, Sections 5.2 and 5.4 are amended as follows: Motorola SCA Equipment/Software Portion as furthet described in EXHIBIT "D": MDS Software Maintenance: Premier MDC Server (1-2000 Users) Maintenance: $ 2,166.67 per month, In -Vehicle Paging Server Maintenance. $ 41.67 per month In -House Client Maintenance: $ 9-241 t�,� per month SCA =aCAD/FDLE-Interface API Maint.: $ 1�25'.0000Tper �month SCA-ARMS API Maintenance: S 125.00 per month Coding: Words in s4ruek `bfeia 4'' type are deletions from existing text. Words in underscored type are additions. - 2 - msalawdl01503bsse 0,5/03/2004 08:52 9547238779 MOTOROLA INC PAGE 04/10 5.4 The w 8Pt ejj.od fo h e followi item fisted ow is scheduled to expire as indicated in the Tabl . U thew Inty ' ation Coon s be re siblc fvx the res txve nxo th1 ten ce cc d'tion as in 'cite tlae T ble. 0TORDA shal invoice Co NDLWSordin l Warranty Monthly System Portion Expiration Maintenance Date Price Additions Microwave System 6/30/02 $ 9,722.23 Monitoring/Signal,ling Egiupm.ent 6/30102 $ 876.75 Console Equipment 6/30/02 $ 2,625.00 Mobile Data Terminal Upgrade (Upgrade Option 6/30/02 $ 3,044.90 4 of EXHIBIT "A" Attachment 3 of the Year 2000 First Amendment) QuaLatar Repeaters �}3 $ 9,625.35 7/31 /03 Miramar Bluegrass Site Equipment #9q:B-(1) $ 6,236.76 //3003 Markhaati. Site Equipment $ 6,236.76 6/30/04 Two -Channel Mobile Data Zxpansion 12/31/03 $ 1�.D0 Five Clxai el System Ex Vision. q/30103 $ 9.613.00 Unintexru tEd Power Su 1 PS t CORE Site ON TE (1) N/A (CQUNTY- , aintaincd Coding: Words in. stmek 4jeugh type are deletions from existing text. Words in under. cored type are additions. ,I- msslamdl01503Gase 06/03/2004 08:52 9547238779 Nall "NWWanam PAGE 05/10 2, System Portion Warranty Monthly Expization Maintenance Date Price Additions Pasrin>�Purc5000 Tzaxlsrz�itter (Davie gite 10111 $ NOTE (1): Warranty expiration for any item having the NOTE (1) designator is 12 months from County" s System Acceptance of the associated item. ARTICLE 6, OT�FFYVIC , Section 5.2 is amended to read as follows: 6.2 COUNTy may acquire additional services from MOTOROLA during thhet0 nofthis AGREEMENT as act forth below. Labor for these services-€er-tbf3°of M,ac 6rbENqE-NT shall be priced as follows' Descri}pion Hourly Rate Services of Engineering Representatives S 240/hour Services of Factory Technical Representatives S 240/hou Services of Field Technical Representatives S 2401hour Services ofFRINTRAK Technical Representatives [See EXHIBIT Seneices of SCA Technical Representatives [See I:XI3IBIT "1)"] Maintenance Services Excluded by EXHIBIT "A" S 240 /hour Paraga•aph. 5.1 ththe. e cezi f i e aving nrodUCt cod 441 2G2 - OG and 4 5 Pparts for the Maintenance Services excluded by EXHIBIT "A" paragraph 5.1 shall be discounted at least 60ee-pereen LvLeD_ ee ere t 23% i"ram fire pricing sb.ovvn in the Motorola On -Line Price List in addition to any other discounts, including quantity, that may apply, Thg above -lie xce ti ct code i4czta5 ,._��_ n__.:__ o..A,,..,��.,«+•1 T7orriaxiarn (�AMf1T1V W1T'C1C55 if COUNTY elects to acquire additional services or'one of them from MOTOROLA, COUNTY shall so notify MOTOROLA in writing, setttn.g forth the type, description, and duration of service required and the purchase order for such services. MOTOROLA will, after such notification, begin such services within one (1) week after receipt of notification- The above amount to be paid MOTOROLA for the services, includes all travel, lodging, moats and other living expenses for its employees or subcontractors related. to or .required to perform the services pursuant to this Section. Except as might be renegotiated and set forth in writing, all other terms. Coding: Words in thFeogh type are deletions from existing text. Wards in duz� exscored type are additions, -4- ms8181nd101 S03bgse 06/03/2004 08:52 9547238779 MOTOROLA INC PAGE 06/10 conditions, obligations and restrictions contained in this AGREEMENT shall be applicable and this AGREEMENT shall continue in, full force andeffect as to those services. COUNTY shall pay MOTOROLA for the services upon completion of the services. All invoices shall be paid as shown in ARTICLE 5. ARTICLE 7, TERM OP AGREEMENT is modified to read: The term of this AGREEMENT shall commence upon execution by both parties, 5ha1.1 continue for a period of three (3) years, and may be renewed for two (2) consecutive one (1) year terms at COUNTY's option., subject to acceptance by MOTOROLA, satisfactory performance by MOTOROLA and MOTOROLA's subcontractors, and the determination that renewal is in the best i-Aterest of the COUNTY- MOTOROLA prices are ,firm for one (1) year. Prices far years two (a) through five (5) of the AGREEMENT will be tied to the S -U U City A e s a 2-94, capped at a maximum of four o a e 1 becomc_e�fcc ive AG T' ive date. percent {4 /�) per year. 1� CPI it1�._5.>�I 4. ARTICLE 15, OPTIONS, Section 15.2 is amended to read: 15.2 Options as firther described in EXHIBIT '-V" C`Options Descriptions") may be exercised by County under the term -for -exercising and pricing shovm in the ft,llowing table. Option Monthly Term for Maintenance Exercising* Price ,Additions Manaper ;Subscriber $ 1,8,750 Repair (RSC Repair Blocks) N/A ** Discount clock A,cct, Balance Received Price $21500 6% $2,350 $5,000 g% S4,600 $10,000 10% $9,000 $25,000 10% $22,500 Emergency Backup Center at EOC Maintenance 12/3112003 S 9,251.96 MedComEquipmentMaintenancc 2-C a'Del IMF 12/3]/2003 $ 2,212.02 Backbo .e }R0W.%_49e to im, Third Level. Trunking Equipment "'' "�0a $ 1,833,29 Maintmance 8/30/2003 AWW to ProQA Interface CAA Software Maintenance 12/31/2003 $ 36.25 (per license) Coding: Words in type are deletions frorn existing text. Words in underwozed type are additions. _ g- rnsaJamd101$03basc 06✓03✓2004 08:52 9547238779 MOTOROLA INC PAGE 0?/11� • Unless otherwise noted, the term for exercising any of the listed options is over the entire term of validity of this AGREEMENT. ** There is no additional monthly maintenance price addition associated with the subscriber Radio Repair option. EXI IB7 "E" Option 2 further describes the Subscriber Radio Repair option. 5. ARTICLE 15, OPTIONS, is amended by adding new Section 15.6 as follows; 15 6To 21 MUM- 19 c a 1 P. ove w' in the t orida_(the"E ntity Ay p urchas o My r d10 and d ata pM duct from MOTOROL t the pricing l aced on the COUNTYRice 41-1 in the hd2jgrola On-line System _ (MpL),as amqjWpd flom time aEach Entity shalLpLaWi RZcbUe orders be invoice therefrom _ma a its own payments and issue its gwq exemption certificates as r4guir MO A. it is h re er a eed t at t1 e Y w'11 notbSA lg&jllybound p=jg gov contractual agreement made Between d an an the COLiN 6. U718ITS "A", and "B" are deleted and replaced with EXHIBITS 6-A-1 ", and "B-1 ", respectively. All. references to EXHIBITS "A", and "B", shall be deemed to reference EXHIBITS "A-V and `B-1 11, respectively." 7-dl other terms and conditions of the Agreement not inconsistent herewith shall remain in full force and effect and are to be performed at the level specified in the Agreement. Coding: Words in stpask thk type are deletions f.�rom existing text. Words in underscored type are additions. - d - msaIsmdl01S031aase 06/03/2004 08:52 9547238779 MOTOROLA INC PAGE 08/I0 IN WITNESS WHEREOF, the parties have made and executed this FIRST AMENDMENT TO AGREEMENT on the respective dates under each sigwture: BROWARD COUNTY duough its BOARD OF COUNTY COMMISSIONERS, signing by and through its .Mayor or Vice Mayor authorized. to execute same by Board action on the _ttn day of &-jQ mbA, , 2003, and MOTOROLA, INC., signing by and through its Authorized. Signatory, duly authorized to execute same. ATTE rF County Achni.n.istrator and ExwOfftcio Clerk of the Board of County ComiTus, of Broward County, Floric Approved a.s to Insurance and Bond. Requirements Ri.s1t 40180naent Division COUNTY BROWARD COUNTY, through its 130ARD,4F COUNTY COMMISSIONERS Diana Wasserman -Rubin, Mayor day of )2003. Approved as to form by Office of County'Attorncy Broward County, Florida EDWARD A. DION, County Attorney Governmental, Center, Suite 423 115 South Andrews Avent,e Fort Lauderdale, Florida 33301, Telephone: (954) 357-7600 Telecopier: (954) 357-7641 T S E. SAUNDERS, ffi i is ?/C 3�ssistant County Attorney Coding: Words in s"ele g — b type are deletions from existing text. Words in 'underscored type are additions. - 7- msala nd10J303bRse 06/03/2004 08:52 9547238779 MOTOROLA INC PAGE 09/10 FIRST AMENDMENT TO AGREEMENT BETWEEN FROWARD COUNTY AND MOTOROLA INC., FOR A MASTER. SERVICE AGREEMENT SSES. MOTOROLA, INC, Signature harles W. PhilliRs, MCE V'c resi en Prim Name and Title (CORPORATE SEXL) Z1 st day of Oct9ber 2003. MOTOKKA r tim*Aww G camr4nm Coding: Words in str.ek thfeugh type are deletions from existing text. Words in underscored type are additions. - S - msalamd101303Ga5c 06/03/2004 08.52 9547238779 MOTOROLA INC PAGE 10/10 DELEGATION OF AUTHORITY 1, Mark F. Moon, Vice President of Motorola Inc.the Commercial ) and Gover��nment &eneral nindus Manager Solutions Sectohalf r Southern Division, North America Group, ("Divislan"j, do hereby delegate my authority to enter into and execute in the name of and and der list the Company, customer purchase and sale contracts, contract modifications, bids, propo sals, to applications, certifications, object code software licenses, non -disclosure agreeortun ties,ments relating atd by lobbyist customer sales opportunities, teaming agreements relating arcd tomessubcosales documents which are agreements (pursuant to Group, Sector and Company policy) related to the Division (collectively referred to as "Contract Documents"), to the below named individuals with the following dollar or other limitations as specified To Robert C. Wartmann, Kelly Kirwan, Charles amiolunt not 1p exceed $10,000 ppp l Wright, James alter, Steve Bottorff, and Trlcia McCarthy: Contract Documents This Delegation of Authority a ranted herein shall not be delegable or assignable to any other person and s11a11 expire on May 31, 200 This Delegation can be revoked by me at any time and will autometically expire for any narneu individual if he or she ceases to be an employee of the Southern Division. 1h;1°JITh;=c . WNERF_OF; I have executed this delegation of authority as of this 30'h day of June, 200-1. 6Z i. . OC^ —Ay Mark K. Moon Vice president and General Manager Southern Division, North America Group Commercial Government & Industrial Solutions Sector Motorola, Inc. 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