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PSA System Agreement with Motorola Solutions, Inc.
o?o1,2 - a79'4i7 PSA System Agreement Motorola Solutions, Inc. ("Motorola") and the City of Miami Beach, FL ("Customer") located at 1700 Convention Center Drive, Miami Beach, FL 33139 enter into this"Agreement," pursuant to which Customer will purchase and Motorola will sell the System, as described below. Motorola and Customer may be referred to individually as a"Party"and collectively as the "Parties." For good and valuable consideration, the Parties agree as follows: Section 'I EXHIBITS The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between Exhibits A through F will be resolved in their listed order. Exhibit A Motorola Software License Agreement Exhibit B "Payment Schedule" Exhibit C "Cityworks Mobile Inventory Management Proposal" dated October 20, 2011 Exhibit D "Maintenance and Support Agreement" Exhibit E "System Acceptance Certificate" Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: 2.1. "Acceptance Tests" means those tests described in the Acceptance Test Plan. 2.2. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). 2.3. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine-recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; is explicitly approved for release by written authorization of the disclosing Party; is otherwise subject to disclosure pursuant to Florida Public Records law, including, without limitation, Ch. 119, Florida Statutes; or is required to be provided by a court or administrative order from a body having jurisdiction over the subject matter under this Agreement. 2.4. "Contract Price" means the price for the System, excluding applicable sales or similar taxes and freight charges. 2.5. "Effective Date" means that date upon which the last Party executes this Agreement. 2.6. "Equipment" means the equipment listed in the Build of Materials that Customer purchases from Motorola under this Agreement. 2.7. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots). 2.8. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright. PSA System Agreement Set v.10-12-12 Final 1 2.9 "Microsoft Product" means a Microsoft SQL Server and/or a Microsoft System Center Operations Manager, either or both of which may be integrated with the Motorola Products. Microsoft Products are subject to the following acknowledgement: "©Copyright 20_Microsoft Corporation. All rights reserved." 2.10. "Motorola Software" means Software that Motorola or its affiliated company owns. 2.11. "Non-Motorola Software" means Software that another party owns. 2.12. "Open Source Software" (also called "freeware" or "shareware") means software that has its underlying source code freely available to evaluate, copy, and modify. 2.13 "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. 2.14. "Software" means the Motorola Software and Non-Motorola Software, in object code format that is furnished with the System or Equipment. 2.15. "Specifications" means the functionality and performance requirements that are described in the Technical and Implementation Documents. 2.16. "Subsystem" means a major part of the System that performs specific functions or operations. Subsystems are described in the Technical and Implementation Documents. 2.17. "System" means the Equipment, Software, services, supplies, and incidental hardware and materials that are combined together into an integrated system; the System is described in the Technical and Implementation Documents. 2.18. "System Acceptance" means the Acceptance Tests have been successfully completed. 2.19. "Warranty Period" means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide, install and test the System, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues and continues until the expiration of the Warranty Period or three (3) years from the Effective Date, whichever occurs last. 3.4. ADDITIONAL EQUIPMENT, SOFTWARE, OR SERVICES. For three (3) years after the Effective Date, Customer may order additional Equipment, Software or services if they are then available. Each order must refer to this Agreement and must specify the pricing and delivery terms. Notwithstanding any additional or contrary terms in the order, the applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms)will govern the purchase and sale of the additional Equipment, Software, or services. Title and risk of loss to additional Equipment will pass at shipment; warranty will commence upon delivery; and payment is due PSA System Agreement Set v.10-12-12 Final 2 within twenty (20) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped, Software is licensed, or, for services, on a monthly basis as they are performed. 3.5. MAINTENANCE SERVICE. After the Warranty Period Customer may purchase maintenance and support services for the Equipment and covered Software by executing the Maintenance and Support Agreement. Motorola is solely responsible for providing technical support for the Microsoft Products. 3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.7. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be applicable). 3.8. MICROSOFT PRODUCTS. a. As to any Microsoft Products being furnished, the Microsoft software for those Microsoft Products is sublicensed to Licensee from Motorola pursuant to the Customer's Motorola Software License Agreement and is subject to the additional Microsoft End-User License Agreement terms, Exhibit A-2. b. Notwithstanding any provisions herein to the contrary, the following provisions apply concerning the Microsoft Products. If Customer is acquiring from Motorola a Microsoft SQL Server and/or a Microsoft System Center Operations Manager, then Customer warrants 1) that the number of users that may access the System are correctly indicated in the Exhibits to this Agreement; 2) that Customer is not being licensed the SQL Server or Microsoft System Center Operations Manager under a license from Microsoft, but rather under a sublicense from Motorola' 3) that the copies of the referenced Microsoft Products it receives from Motorola do not entitle it to maintain on its computer systems any more copies of the Microsoft Products than it previously licensed from Motorola or Microsoft; 4) that Customer possesses and will maintain sufficient quantities of fully valid Microsoft licenses to support the maximum number of users and/or devices that may access or use the System under the provisions of the End-User License Agreement, 5) that Microsoft will be an intended third party beneficiary of the End-User License Agreement, with the right to enforce the warranties and any other provisions of the End-User License Agreement provisions and to verify compliance of the End User with the same, 6) that Customer shall not run on a mirrored database server for more than 30 days without obtaining a SQL license for that server, 7) that the Customer grants permission for the disclosure of End-User information by Motorola as required in Motorola's Monthly royalty reports and ordering information reports to Microsoft, 8) that Microsoft does not transfer any ownership rights in any Product, and 9) that Motorola is solely responsible for providing technical support for the Microsoft Products. C. The rights granted in this Agreement with respect to Microsoft Products are subject to the following limitations: 1) Customer has no copyright interest in the Microsoft Products; 2) Customer may not rent, lease, lend or provide hosting services with the Products; 3) Customer may not reverse engineer, decompile or disassemble any Product; 4) Customer may not remove, modify or obscure any copyrights, trademarks or other proprietary right notices contained in the Products; and 5)The Microsoft Products are not designed or intended for use in any situation where failure or fault of the product could PSA System Agreement Set v.10-12-12 Final 3 lead to death or serious bodily injury of any person, or to severe physical or environmental damage ("High Risk Use"). Motorola's right to sublicense Microsoft Products excludes the right to use, or distribute the Microsoft Products for Customer's use in, or in conjunction with, High Risk Use, therefore, High Risk Use is strictly prohibited. High Risk use, by way of example, includes aircraft or other modes of human mass transportation, nuclear or chemical facilities, and Class III medical devices under the Federal Food, Drug and Cosmetic Act. Notwithstanding the foregoing, as long as PremierOne CAD is used in a manner for which it was designed and in accordance with the documentation provided, Motorola declares such use is not considered to be High Risk Use as defined by Microsoft. 3.9. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order. 3.10. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a "Priced Options" exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions. 3.11 SOURCE CODE ESCROW. Motorola, after final system acceptance and upon Customer's written request, will deposit the source code for the installed and accepted Motorola software applications with Iron Mountain Intellectual Property Management, Inc. in accordance with an established Three Party Master Depositor Escrow Service Agreement, Exhibit F, ("Escrow Agreement") naming the Customer as a "Beneficiary" thereto, provided the Customer is in good standing with this Agreement, the Software License Agreement and a Maintenance and Support Agreement. Once Customer is established as a Beneficiary to the escrow account, deposits of source code associated with any future releases that the Customer installs will be deposited into the same escrow account provided the Customer remains in good standing with license and support agreements for the applicable software. The cost of the escrow will be allocated between Motorola and the Customer as provided in the Escrow Agreement. The deposited source code will be released to the Beneficiary in the event the Motorola becomes bankrupt, discontinues business operations or materially breaches the Maintenance and Support Agreement, all pursuant to the terms as more fully stated in the Escrow Agreement. In the event the source code is released to the Beneficiary, the Beneficiary agrees to use the code exclusively for internal purposes under terms and conditions of the Software License Agreement, and solely for trouble analysis, namely isolating, diagnosing, and fixing problems in the applicable Software. Motorola retains all of its intellectual property rights in and to the source code. Nothing in this provision provides for escrow of source code associated with any third party products or Motorola's firmware, embedded, or radio software. In the event the Customer materially breaches the PSA System Agreement, Software License Agreement, Escrow Agreement or fails to keep the Maintenance and Support Agreement in effect, Seller's obligations under this provision will cease. Section 4 PERFORMANCE SCHEDULE The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance. PSA System Agreement Set v.10-12-12 Final 4 Section 5 CONTRACT PRICE, PAYMENT,AND INVOICING 5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $130,667.00. If applicable, a pricing summary is included with the Payment Schedule. Motorola has priced the services, Software, and Equipment as an integrated system. A reduction in Software or Equipment quantities, or services, may affect the overall Contract Price, including discounts if applicable. 5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment Schedule. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within twenty (20) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1115800. FREIGHT, TITLE AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the invoices. Title to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Risk of loss will pass to Customer upon delivery of the Equipment to the Customer. Motorola will pack and ship all Equipment in accordance with good commercial practices. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following: address: The city which is the ultimate destination where the Equipment will be delivered to Customer is: Miami Beach, FL. The Equipment will be shipped to the Customer at the following address (insert if this information is known): Customer may change this information by giving written notice to Motorola. Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and mounting locations; and access to the work sites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. 6.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate: physical space; air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola will inspect the work site and advise Customer of any apparent deficiencies or non-conformities with the requirements of this Section. Section 7 TRAINING Any training to be provided by Motorola to Customer will be described in the Statement of Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover these additional costs. PSA System Agreement Set v.10-12-12 Final 5 Section 8 SYSTEM ACCEPTANCE 8.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 8.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. 8.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 8.4 FINAL SYSTEM ACCEPTANCE. Final System Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final System Acceptance occurs, the Parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate. Section 9 REPRESENTATIONS AND WARRANTIES 9.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; or Customer changes to load usage or configuration outside the Specifications. 9.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Equipment. 9.3. Motorola Software Warranty. Unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 9 that are applicable to the Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERCEDES THE ATTACHED SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. 9.4. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Motorola PSA System Agreement Set v.10-12-12 Final 6 Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear. 9.5 MICROSOFT PRODUCTS. Notwithstanding any provisions herein to the contrary, the following provisions apply to the Microsoft Products: 9.5.1. Microsoft Products are not fault tolerant or free from errors, conflicts, interruptions or other imperfections. Performance may vary depending upon what hardware platform they are installed on, the interactions with other software applications and each product's configurations. 9.5.2. Microsoft Corporation is providing the Microsoft Products "as-is" with no warranty of any kind and disclaims all warranties, express and implied, to the maximum extent allowed by applicable law. Microsoft further disclaims any liability of Microsoft for any damages, whether direct, indirect incidental or consequential, as a result of the use or installation of the Products. Additionally, to the extent permitted under applicable law, Microsoft Corporation excludes for itself and its suppliers all warranties of any kind, including: a. any warranties of title, non-infringement, merchantability and fitness for a particular purpose; b. any implied warranty arising from course of dealing or usage of trade; c. any common law duties relating to accuracy or lack of negligence with respect to the Microsoft Products, any Master Copy, and any Software Documentation; and d. that the products will operate properly in connection with the System, the Motorola products or on any Customer system(s). If applicable law gives Customer any implied warranties, guarantees or conditions despite the foregoing exclusion, those warranties will be limited to one year and Customer remedies will be limited to the maximum extent allowed by this Agreement. 9.6. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola's liability for the warranty claim. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola. 9.7. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. 9.8. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PSA System Agreement Set v.10-12-12 Final 7 Section 10 DELAYS 10.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. 10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment Schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan. Section 11 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement (a "Dispute"). 11.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State in which the System is installed. 11.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation. 11.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party ("Notice of Mediation"). Mediation shall be held in Miami-Dade County, Florida. Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. 11.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in Miami-Dade County, Florida. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement. 11.5. CONFIDENTIALITY. All communications pursuant to subsections 11.2 and 11.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. Section 12 DEFAULT AND TERMINATION 12.1 DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days PSA System Agreement Set 00-12-12 Final 8 after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. 12.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 12.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non- defaulting Party any of its Confidential Information. If Customer is the non-defaulting Party, terminates this Agreement as permitted by this Section, and completes the System through a third Party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price. Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges. Section 13 INDEMNIFICATION 13.1. GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notice of any the claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 13.2. PATENT AND COPYRIGHT INFRINGEMENT. 13.2.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim"). Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. 13.2.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. 13.2.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or(f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product. PSA System Agreement Set v.10-12-12 Final 9 13.2.4. This Section 13 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 13 are subject to and limited by the restrictions set forth in Section 14. Section 14 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS 15.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the Parties may provide each other with Confidential Information. Each Party will: maintain the confidentiality of the other Party's Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party in writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential Information to its employees who have a "need to know" and not copy or reproduce the Confidential Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential Information, including informing its employees who handle the Confidential Information that it is confidential and is not to be disclosed to others, but these precautions will be at least the same degree of care that the receiving Party applies to its own confidential information and will not be less than reasonable care; and use the Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and will at all times remain the property of the disclosing Party, and no grant of any proprietary rights in the Confidential Information is given or intended, including any express or implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. 15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement or the End- User License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner. Section 16 GENERAL 16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola PSA System Agreement Set v.10-12-12 Final 10 is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within twenty (20) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth. 16.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect. 16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. 16.8. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt: Motorola Solutions, Inc. The City of Miami Beach 7237 Church Ranch Blvd. 1700 Convention Center Drive Westminster, CO 80021 Miami Beach, FL 33139 Attn: Law Department Attn: Bert Dorrestyn, GIS Manager PSA System Agreement Set v.10-12-12 Final 11 I 16.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. 16.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 16.11. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non-Motorola Software); if any payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection 9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of Liability); and Section 15 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 16. The Parties hereby enter into this Agreement as of the Effective Date. MotoroFhd ns, Inc. Customer By: By: Name: Name: Ms. Matti Herrera Bower Title: Title: Mayor Date: Date: INCORP ORATED' • ......... H2 ATTEST APPROVED AS TO FORM & LANGUAGE &FOR ECUTION rn ( , Date PSA System Agreement Set 00-12-12 Final 12 Exhibit A Software License Agreement This Software License Agreement ("Agreement") is between Motorola Solutions, Inc., ("Motorola"), and the City of Miami Beach, FL ("Licensee") located at 1700 Convention Center Drive, Miami Beach, FL 33139. For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided by Motorola or other suppliers to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 "Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4 "Open Source Software License" means the terms or conditions under which the Open Source Software is licensed. 1.5 "Primary Agreement" means the agreement to which this exhibit is attached. 1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de- compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre-loaded proprietary Software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and Documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non- exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. PSA System Agreement Set 11-15-11 13 I 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses g P governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable). 3.3. If the Designated Products being acquired by Licensee include a Microsoft SQL Server or a Microsoft System Center Operations Manager, the Microsoft software for these Microsoft Products is sublicensed to Licensee from Motorola and is subject to additional Microsoft End-User License Agreement terms. Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back- up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or(ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to one other device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated p Y Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.5. The license for Cityworks or Customer Service Request Software is for the use of the Software with the Designated System or for the specified number of Concurrent Users for which it was provided, the purpose for which it was designed and only for the application specific use covered by this Agreement, or the Primary Agreement. This license does not allow access to the Software through other Designated Systems except as specifically permitted. "Concurrent User" means the maximum number of PSA System Agreement Set 11-15-11 14 concurrent connections to Software authorized by this Agreement or the Primary Agreement at any one instance in time. "Designated System" means the computer hardware and operating system configuration specified in the Primary Agreement for which the Software is licensed for use. Additional Designated System licenses are required for communication with additional instances of a database or additional databases. 4.6. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. The commencement date and the term of the Software warranty will be a period of one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first (the "Warranty Period"), except for application Software that is provided on a per unit basis, the warranty period for subsequent units licensed is the remainder, if any, of the initial warranty period or, if the initial warranty period has expired, the remainder, if any, of the term of the applicable Software Maintenance and Support Agreement. If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error-free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. PSA System Agreement Set 11-15-11 15 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non-infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If Licensee transfers ownership of the Designated Products to a third party, Licensee may assign its right to use the Software embedded in or furnished for use with those products; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. PSA System Agreement Set 11-15-11 16 Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Section 13 GENERAL 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter. PSA System Agreement Set 11-15-11 17 13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. PSA System Agreement Set 11-15-11 18 Exhibit B Payment Schedule for PSA System Agreement Payment Milestone Description Estimated Completion Payment Milestone Date 1 Contract Signing 9/15/2012 $3500.00 2 Software Delivery 10/1/2012 $ 355000.00 3 On-Site Hardware and 11/30/2012 Infrastructure Installation $ 60,667.00 Total 100% PSA System Agreement Set 11-15-11 19 Exhibit`'C '. City works Mobile Inventory.Managemerit Proposal,dated-,October 20, 2011 See Separate Proposal Document-.,_", - _. (mss - .. r .. - _- .• „ 1 - - -: - • 1 J r • � - t Motorola`Solutions;Inc..FSA M&SA '. 20 Version 8-26-11 Exhibit D Maintenance and Support Agreement Motorola Solutions, Inc., a Delaware corporation ("Motorola Solutions" or "Seller") having a place of business located at 7237 Church Ranch Blvd, Suite 406 Westminster, CO 80021 and the City of Miami Beach, FL ("Customer") located at 1700 Convention Center Drive, Miami Beach, FL 33139 enter into this Maintenance and Support Agreement ("Agreement"), pursuant to which Customer will purchase and Seller will sell the maintenance and support services as described below and in the attached exhibits. Seller and Customer may be referred to individually as"party" and collectively as"parties." For good and valuable consideration, the parties agree as follows. Section 1 EXHIBITS The Exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement will take precedence over the Exhibits and any inconsistency between the Exhibits will be resolved in the order in which they are listed below. Exhibit A "Description of Covered Products" Exhibit B "Support Plan" Exhibit C "Support Plan Options and Pricing Worksheet" Section 2 DEFINITIONS CSR means Motorola Solutions Customer Service Request System "Equipment" means the physical hardware purchased by Customer from Seller pursuant to a separate System Agreement, Products Agreement, or other form of agreement. "Motorola Solutions" means Motorola Solutions, Inc., a Delaware corporation. "Motorola Solutions Software" means Software that Motorola Solutions owns. The term includes Product Releases, Standard Releases, and Supplemental Releases. "Non-Motorola Solutions Software" means Software that a party other than Motorola Solutions owns. "Optional Technical Support Services" means fee-based technical support services that are not covered as part of the standard Technical Support Services. "Patch" means a specific change to the Software that does not require a Release. "Principal Period of Maintenance" or "PPM" means the specified days, and times during the days, that maintenance and support services will be provided under this Agreement. The PPM selected by Customer is indicated in the Support Plan Options and Pricing Worksheet. "Products" means the Equipment (if applicable as indicated in the Description of Covered Products) and Software provided by Seller. "Releases" means an Update or Upgrade to the Motorola Solutions Software and are characterized as "Supplemental Releases," "Standard Releases," or "Product Releases." A "Supplemental Release" is defined as a release of Motorola Solutions Software that contains primarily error corrections to an existing Standard Release and may contain limited improvements that do not affect the overall structure of the Motorola Solutions Software. Depending on Customer's specific configuration, a Supplemental Release Motorola Solutions, Inc.PSA M&SA 21 Version 8-26-11 might not be applicable. Supplemental Releases are identified by the third digit of the three-digit release number, shown here as underlined: 1.2.3". A "Standard Release" is defined as a release of Motorola Solutions Software that contains product enhancements and improvements, such as new databases, modifications to databases, or new servers. A Standard Release may involve file and database conversions, System configuration changes, hardware changes, additional training, 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". A "Product Release" is defined as a release of Motorola Solutions 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". If a question arises as to whether a Product offering is a Standard Release or a Product Release, Motorola Solutions opinion will prevail, provided that Motorola Solutions treats the Product offering as a new Product or feature for its end user customers generally. "Residual Error" means a software malfunction or a programming, coding, or syntax error that causes the Software to fail to conform to the Specifications. "Services" means those maintenance and support services described in the Support Plan and provided under this Agreement. "Software" means the Motorola Solutions Software and Non-Motorola Solutions Software that is furnished with the System or Equipment. "Specifications" means the design, form, functionality, or performance requirements described in published descriptions of the Software, and if also applicable, in any modifications to the published specifications as expressly agreed to in writing by the parties. "Standard Business Day" means Monday through Friday, 8:00 a.m. to 5:00 p.m. local time, excluding established Motorola Solutions holidays. "Standard Business Hour" means a sixty (60) minute period of time within a Standard Business Day(s). "Start Date" means the date upon which this Agreement begins. The Start Date is specified in the Support Plan Options and Pricing Worksheet. "System" means the Products and services provided by Seller as a system as more fully described in the Technical and Implementation Documents attached as exhibits to a System Agreement between Customer and Seller(or Motorola Solutions). "Technical Support Services" means the remote telephonic support provided by Seller on a standard and centralized basis concerning the Products, including diagnostic services and troubleshooting to assist Customer in ascertaining the nature of a problem being experienced by the Customer, minor assistance concerning the use of the Software (including advising or assisting the Customer in attempting data/database recovery, database set up, client-server advice), and minor assistance or advice on installation of Releases provided under this Agreement. "Update" means a Supplemental Release or a Standard Release. "Upgrade" means a Product Release. Section 3 SCOPE AND TERM OF SERVICES 3.1. In accordance with the provisions of this Agreement and in consideration of the payment by Customer of the price for the Services, Seller will provide to Customer the Services as indicated in the Support Plan Options and Pricing Worksheet, and Services will apply only to the Products described in the Description of Covered Products. Motorola Solutions,Inc.PSA M&SA 22 Version 8-26-11 3.2. Unless the Support Plan Options and Pricing Worksheet expressly provides to the contrary, the term of this Agreement is one (1) year, beginning on the Start Date. This annual maintenance and support period will automatically renew upon the anniversary date for successive one (1) year periods unless either party notifies the other of its intention to not renew the Agreement(in whole or part) not less than thirty (30) days before the anniversary date or this Agreement is terminated for default by a party. 3.3. This Agreement covers all copies of the specified Software listed in the Description of Covered Products that are licensed by Seller to Customer. 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 Software that are licensed to Customer as of the beginning of the annual maintenance and support period. If, during an annual maintenance and support period, Customer acquires additional units of the 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 either (1) if and when the annual maintenance and support period is renewed or (2) immediately when Customer acquires the additional units, as Motorola Solutions determines. Seller may adjust the price of the maintenance and support services effective as of a renewal if it provides to Customer notice of the price adjustment at least forty-five (45) days before the expiration of the annual maintenance and support period. If Customer notifies Seller of its intention not to renew this Agreement as permitted by Section 3.2 and later wishes to reinstate this Agreement, it may do so with Seller's consent provided (a) Customer pays to Seller the amount that it would have paid if Customer had kept this Agreement current, (b) Customer ensures that all applicable Equipment is in good operating conditions at the time of reinstatement, and (c) all copies of the specified Software listed in the Description of Covered Products are covered. 3.4. When Seller performs Services at the location of installed Products, Customer agrees to provide to Seller, at no charge, a non-hazardous environment for work with shelter, heat, light, and power, and with full and free access to the covered Products. Customer will provide all information pertaining to the hardware and software with which the Products are interfacing to enable Seller to perform its obligations under this Agreement. 3.5. All Customer requests for covered Services will be made initially with the call intake center identified in the Support Plan Options and Pricing Worksheet. 3.6. Seller will provide to Customer Technical Support Services and Releases as follows: 3.6.1. Seller will provide Technical Support Services and correction of Residual Errors during the PPM in accordance with the exhibits. The level of Technical Support depends upon the Customer's selection as indicated in the Support Plan Options and Pricing Worksheet. Any Technical Support Services that are performed by Seller outside the contracted PPM and any Residual Error corrections that are outside the scope will be billed at the then current hourly rates. Technical Support Services will be to investigate specifics about the functioning of covered Products to determine whether there is a defect in the Product and will not be used in lieu of training on the covered Products. 3.6.2. Unless the Support Plan Options and Pricing Worksheet expressly provides to the contrary, Seller will provide to Customer without additional license fees an available Supplemental or Standard Release for Seller's Premier One Applications after receipt of a request from Customer, but Customer must pay for any installation or other services and any necessary Equipment or third party software or training provided by Seller in connection with such Supplemental or Standard Release. Any services will be performed in accordance with a mutually agreed schedule. 3.6.3. Seller will provide to Customer an available Product Release after receipt of a request from Customer, but Customer must pay for all additional license fees, any installation or other services, and any necessary Equipment provided by Seller in connection with such Product Release. Any services will be performed in accordance with a mutually agreed schedule. Seller's duty as described in this paragraph is contingent upon Customer's then-current installation at the time of Customer's request being within two (2) Standard Release versions of the new Standard Release available for general release. Any services will be performed in accordance with a mutually agreed schedule. Motorola Solutions, Inc.PSA M&SA 23 Version 8-26-11 f 3.6.4. Seller does not warrant that a Release will meet Customer's particular requirement, operate in the combinations that Customer will select for use, be uninterrupted or error-free, be backward compatible, or that all errors will be corrected. Full compatibility of a Release with the capabilities and functions of earlier versions of the Software may not be technically feasible. If it is technically feasible, services to integrate these capabilities and functions to the updated or upgraded version of the Software may be purchased at Customer's request on a time and materials basis at Seller's then current rates for professional services. 3.6.5. Except as provided in Section 3.6.6, Seller's responsibilities under this Agreement to provide Technical Support Services will be limited to the current Standard Release plus the two (2) prior Standard Releases (collectively referred to in this section as "Covered Standard Releases."). Notwithstanding the preceding sentence, Seller will provide Technical Support Services for a Severity Level 1 or 2 error concerning a Standard Release that precedes the Covered Standard Releases unless such error has been corrected by a Covered Standard Release (in which case Customer will install the Standard Release that fixes the reported error or terminate this Agreement as to the applicable Software). 3.6.6. Seller's responsibilities under this Agreement to provide Technical Support Services will be limited to the current Standard Release concerning the following Software: Customer Service Request, Case Management, Integration Framework, and Integration Framework Express. 3.7. The maintenance and support Services described in this Agreement are the only covered services. Unless Optional Technical Support Services are purchased, these Services specifically exclude and Seller will not be responsible for: 3.7.1. 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, or not properly maintained in accordance with the manufacturer's guidelines. 3.7.2. The repair or replacement of Products or parts resulting from failure of the Customer's facilities, Customer's personal property and/or devices connected to the System (or interconnected to devices)whether or not installed by Seller's representatives. 3.7.3. The repair or replacement of Equipment that has become defective or damaged due to physical or chemical misuse or abuse, Customer's negligence, or from causes such as lightning, power surges, or liquids. 3.7.4. Any transmission medium, such as telephone lines, computer networks, or the worldwide web, or for Equipment malfunction caused by such transmission medium. 3.7.5. Accessories, custom or Special Products; modified units; or modified Software. 3.7.6. The repair or replacement of parts resulting from the tampering by persons unauthorized by Seller or the failure of the System due to extraordinary uses. 3.7.7. Operation and/or functionality of Customer's personal property, equipment, and/or peripherals and any application software not provided by Seller. 3.7.8. Services for any replacement of Products or parts directly related to the removal, relocation, or reinstallation of the System or any System component. 3.7.9. Services to diagnose technical issues caused by the installation of unauthorized components or misuse of the System. 3.7.10. Services to diagnose malfunctions or inoperability of the Software caused by changes, additions, enhancements, or modifications in the Customer's platform or in the Software. Motorola Solutions, Inc.PSA M&SA 24 Version 8-26-11 3.7.11. Services to correct errors found to be caused by Customer-supplied data, machines, or operator failure. 3.7.12. Operational supplies, including but not limited to, printer paper, printer ribbons, toner, photographic paper, magnetic tapes and any supplies in addition to that delivered with the System; battery replacement for uninterruptible power supply (UPS); office furniture including chairs or workstations. 3.7.13. Third-party software unless specifically listed on the Description of Covered Products. 3.7.14. Support of any interface(s) beyond Seller-provided port or cable, or any services that are necessary because third party hardware, software or supplies fail to conform to the specifications concerning the Products. 3.7.15. Services related to customer's failure to back up its data or failure to use an UPS system to protect against power interruptions. 3.7.16. Any design consultation such as, but not limited to, configuration analysis, consultation with Customer's third-party provider(s), and System analysis for modifications or Upgrades or Updates which are not directly related to a Residual Error report. 3.8. The Customer hereby agrees to: 3.8.1. Maintain any and all electrical and physical environments in accordance with the System manufacturer's specifications. 3.8.2. Provide standard industry precautions (e.g. back-up files) ensuring database security, per Seller's recommended backup procedures. 3.8.3. Ensure System accessibility, which includes physical access to buildings as well as remote electronic access. Remote access can be stipulated and scheduled with customer; however, remote access is required and will not be substituted with on-site visits if access is not allowed or available. 3.8.4. Appoint one or more qualified employees to perform System Administration duties, including acting as a primary point of contact to Seller's Customer Support organization for reporting and verifying problems, and performing System backup. At least one member of the System Administrators group must have completed Seller's End-User training and System Administrator training (if available). The combined skills of this System Administrators group includes proficiency with: the Products, the system platform upon which the Products operate, the operating system, database administration, network capabilities such as backing up, updating, adding, and deleting System and user information, and the client, server and stand alone personal computer hardware. The System Administrator will follow the Residual Error reporting process described herein and make all reasonable efforts to duplicate and verify problems and assign a Severity Level according to definitions provided herein. Customer agrees to use reasonable efforts to ensure that all problems are reported and verified by the System Administrator before reporting them to Seller. Customer will assist Seller in determining that errors are not the product of the operation of an external system, data links between system, or network administration issues. If a Severity Level 1 or 2 Residual Error occurs, any Customer representative may contact Seller's Customer Support Center by telephone, but the System Administrator must follow up with Seller's Customer Support as soon as practical thereafter. 3.9. In performing repairs under this Agreement, Seller may use parts that are not newly manufactured but which are warranted to be equivalent to new in performance. Parts replaced by Seller will become Seller's property. Motorola Solutions,Inc.PSA M&SA 25 Version 8-26-11 3.10 Customer will permit and cooperate with Seller so that Seller may periodically conduct audits of Customer's records and operations pertinent to the Services, Products, and usage of application and data base management software. If the results of any such audit indicate that price has been understated, Seller may correct the price and immediately invoice Customer for the difference (as well as any unpaid but owing license fees). 3.11. If Customer replaces, upgrades, or modifies equipment, or replaces, upgrades, or modifies hardware or software that interfaces with the covered Products, Seller will have the right to adjust the price for the Services to the appropriate current price for the new configuration. 3.12 Customer agrees not to attempt or apply any update(s), alteration(s), or change(s) to the database software without the prior approval of the Seller. Section 4. RIGHT TO SUBCONTRACT AND ASSIGN Except as provided herein, neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola Solutions may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola Solutions separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola Solutions may, without the prior written consent of the other Party and at no additional cost to Motorola Solutions, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola Solutions and its affiliates, to the extent applicable) following the Separation Event. Motorola Solutions may subcontract any of the work, but subcontracting will not relieve Motorola Solutions of its duties under this Agreement. Section 5. PRICING, PAYMENT AND TERMS 5.1 Prices in United States dollars are shown in the Support Plan Options and Pricing Worksheet. Unless this exhibit expressly provides to the contrary, the price is payable annually in advance. Seller will provide to Customer an invoice, and Customer will make payments to Seller within twenty (20) days after the date of each invoice. During the term of this Agreement, Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a United States financial institution. Motorola Solutions annual maintenance and support pricing, for Motorola Solutions products, increases each year at 5% over the previous year. Third-party products will increase annually based on a current vendor supplied maintenance and support quote. 5.2. Overdue invoices will bear simple interest at the rate of ten percent (10%) per annum, unless such rate exceeds the maximum allowed by law, in which case it will be reduced to the maximum allowable rate. 5.3 If Customer requests, Seller may provide services outside the scope of this Agreement or after the termination or expiration of this Agreement and Customer agrees to pay for those services. These terms and conditions and the prices in effect at the time such services are rendered will apply to those services. 5.4 Price(s) are exclusive of any taxes, duties, export or customs fees, including Value Added Tax or any other similar assessments imposed upon Seller. If such charges are imposed upon Seller, Customer will reimburse Seller upon receipt of proper documentation of such assessments. Section 6. LIMITATION OF LIABILITY Motorola Solutions, Inc.PSA M&SA 26 Version 8-26-11 i Except for personal injury or death, Motorola Solutions total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA SOLUTIONS WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA SOLUTIONS PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. Section 7. DEFAULT/TERMINATION 7.1. If Motorola Solutions breaches a material obligation under this Agreement (unless Customer or a Force Majeure causes such failure of performance); Customer may consider Motorola Solutions to be in default. If Customer asserts a default, it will give Motorola Solutions written and detailed notice of the default. Motorola Solutions will have thirty (30) days thereafter either to dispute the assertion or provide a written plan to cure the default that is acceptable to Customer. If Motorola Solutions provides a cure plan, it will begin implementing the cure plan immediately after receipt of Customer's approval of the plan. 7.2. If Customer breaches a material obligation under this Agreement (unless Motorola Solutions or a Force Majeure causes such failure of performance); if Customer breaches a material obligation under the Software License Agreement that governs the Software covered by this Agreement; or if Customer fails to pay any amount when due under this Agreement, indicates that it is unable to pay any amount when due, indicates it is unable to pay its debts generally as they become due, files a voluntary petition under bankruptcy law, or fails to have dismissed within ninety (90) days any involuntary petition under bankruptcy law, Motorola Solutions may consider Customer to be in default. If Motorola Solutions asserts a default, it will give Customer written and detailed notice of the default and Customer will have thirty (30) days thereafter to (1) dispute the assertion, (ii) cure any monetary default (including interest), or (iii) provide a written plan to cure the default that is acceptable to Motorola Solutions. If Customer provides a cure plan, it will begin implementing the cure plan immediately after receipt of Motorola Solutions approval of the plan. 7.3. If a defaulting party fails to cure the default as provided above in Sections 7.1 or 7.2, unless otherwise agreed in writing, the non-defaulting party may terminate any unfulfilled portion of this Agreement and may pursue any legal or equitable remedies available to it subject to the provisions of Section 6 above. 7.4. Upon the expiration or earlier termination of this Agreement, Customer and Seller will immediately deliver to the other Party, as the disclosing Party, all Confidential Information of the other, including all copies thereof, which the other Party previously provided to it in furtherance of this Agreement. Confidential Information includes: (a) proprietary materials and information regarding technical plans; (b) any and all other information, of whatever type and in whatever medium including data, developments, trade secrets and improvements, that is disclosed by Seller to Customer in connection with this Agreement; (c) all geographic information system, address, telephone, or like records and data provided by Customer to Seller in connection with this Agreement that is required by law to be held confidential. Section 8. GENERAL TERMS AND CONDITIONS 8.1. Notices required under this Agreement to be given by one party to the other must be in writing and either delivered in person or sent to the address shown below by certified mail, return receipt Motorola Solutions,Inc.PSA M&SA 27 Version 8-26-11 requested and postage prepaid (or by a recognized courier service), or by facsimile with correct answerback received, and will be effective upon receipt. Customer: Attn: Motorola Solutions: Motorola Solutions, Inc. Attn: Law Dept. 1301 E. Algonquin Road Schaumburg, IL 60196 8.2. Neither party will be liable for its non-performance or delayed performance if caused by an event, circumstance, or act of a third party that is beyond such party's reasonable control. 8.3. Failure or delay by either party to exercise any right or power under this Agreement will not operate as a waiver of such right or power. For a waiver to be effective, it must be in writing signed by the waiving party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 8.4. Customer may not assign any of its rights under this Agreement without Motorola Solutions prior written consent. 8.5. This Agreement, including the exhibits, constitutes the entire agreement of the parties regarding the covered maintenance and support services and supersedes all prior and concurrent agreements and understandings, whether written or oral, related to the services performed. Neither this Agreement nor the Exhibits may not be altered, amended, or modified except by a written agreement signed by authorized representatives of both parties. Customer agrees to reference this Agreement on all purchase orders issued in furtherance of this Agreement. Neither party will be bound by any terms contained in Customer's purchase orders, acknowledgements, or other writings(even if attached to this Agreement). 8.6. This Agreement will be governed by the laws of the United States to the extent that they apply and otherwise by the laws of the State to which the Products are shipped if Licensee is a sovereign government entity or the laws of the State of Illinois if Licensee is not a sovereign government entity. Motorola Solutions, Inc.PSA M&SA 28 Version 8-26-11 Section 9. CERTIFICATION DISCLAIMER Seller specifically disclaims all certifications regarding the manner in which Seller conducts its business or performs its obligations under this Agreement, unless such certifications have been expressly accepted and signed by an authorized signatory of Seller. Section 10. COMPLIANCE WITH APPLICABLE LAWS The Parties will at all times comply with all applicable regulations, licenses and orders of their respective countries relating to or in any way affecting this Agreement and the performance by the Parties of this Agreement. Each Party, at its own expense, will obtain any approval or permit required in the performance of its obligations. Neither Seller nor any of its employees is an agent or representative of Customer. IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first written above. MOTOR L S UTIONS, INC. CITY OF MIAMI BEACH, FL By: ` By: Name: ham- �"� Name: I�iGT�I �P��C.{rk �ovjo r Title: MSSS� �c �+�-¢�`�' Title: CY1 �f Date: B INCORP ORATED H 26 ATTEST APPROVED AS TO FORM & LANGUAGE &FOR CUTION Ib [c� Iv C' o Date Motorola Solutions,Inc.PSA M&SA 29 Version 8-26-11 Exhibit A DESCRIPTION OF COVERED PRODUCTS MAINTENANCE AND SUPPORT AGREEMENT TERM: 10/1/2012-9/30/2013 CUSTOMER: City of Miami Beach, FL Site Identification Numbers Product • The following table lists the Products under maintenance coverage: Product INVision Software for One (1) Year 1 $3,200.00 INVision Cityworks Mobile Inventory 10/1/2012—9/30/2013 Management TOTAL $3,200.00 Motorola Solutions,Inc.PSA M&SA Exhibit A 30 Version 8-26-11 Exhibit B CUSTOMER SUPPORT PLAN MAINTENANCE AND SUPPORT AGREEMENT TERM: 10/1/2012—9/30/2013 CUSTOMER: City of Miami Beach, FL Introduction Welcome to Motorola Solutions Customer Support. We appreciate your business and look forward to serving your needs on your Public Safety Applications system. The Customer Support Plan is designed to provide Motorola Solutions customers the details necessary for understanding Motorola Solutions overall support processes and policies as a compliment to the Motorola Solutions Maintenance and Support Agreement. The Motorola Solutions Maintenance and Support Agreement is the legal and binding contractual terms for which services are provided under. Questions or concerns regarding your support plan can be directed to your Support Manager. Below are the topics outlined in this Customer Support Plan: I. Service Offerings II. Accessing Customer Support III. Severity Levels and Case Management IV. Responsibilities V. Customer Call Flow VI. Contacts L Service Offerings Motorola Solutions Customer Support organization includes a staff of Support Analysts whom are managed by Motorola Solutions Customer Support Managers and are chartered with the direct front-line support of our customers. A Support Analyst is a system technologist responsible for providing direct or escalation support. A Support Analyst is sometimes referred to as a Customer Support Analyst("CSA") or Technical Support Analyst("TSA") or Technical Support Representative. Motorola Solutions Support Organization offers a multi-layered approach to a total service solution. Levels of support are defined as follows: Service Levels JUS3@10M Logging, dispatching and tracking service requests Level 1 Selected 1S call support, triage and resolution Level 2 Telephone and/or on-site support for normal technical requirements 1111MHigh-level technical support prior to Engineering escalation Engineering software code fixes and changes Motorola Solutions,Inc.PSA M&SA Exhibit B 31 Version 8-26-11 Motorola Solutions provides to customers on an active maintenance and support agreement defined services and Software Releases. Specific support definitions, offerings and customer responsibilities are detailed in section 3 of the main body of the maintenance and support agreement. IL Accessing Customer Support The Motorola Solutions System Support Center Operations Motorola Solutions' Public Safety Applications Technical Support personnel in cooperation with Motorola Solutions' System Support Center("SSC") provide the gateway to technical support for all of Motorola Solutions Public Safety Application systems. Accessing support through Motorola Solutions' toll free 800 number, web ticketing or email ticketing ensures accurate case handling and tracking. The goal of the Support team and SSC is to make certain systems are restored and running at peak levels as quickly as possible. This is accomplished by obtaining accurate customer and problem details and by directing your requests to the right support team in a timely manner. The System Support Center offers total call management including: • Single point of contact for Motorola Solutions service requests • Logging, dispatching and tracking of service requests • System capabilities to identify pending cases and automatically escalate to management • Database and customer profile management • Standard reports with on-demand distribution • Case notification Motorola Solutions' System Support Center operates 24 hours a day, 7 days a week, 365 days a year. That means you can call us anytime. Support Center personnel enter requests for service, technical assistance, or telephone messages into a database system. Every time you call us, we log information about your request into the tracking system so that the information is available for reference and analysis to better serve your future service needs. Another benefit of logging every service request is that Motorola Solutions and customers can track the progress from initial contact to final resolution. There are three options for accessing Support at Motorola Solutions: 1. Motorola Solutions System Support Center Toll Free Number 2. eCase Management through Motorola Solutions On-Line 3. Email Case Ticketing Option 1 -Call Motorola Solutions System Support Center Call Motorola Solutions Toll free 800-323-9949 • Select from the auto attendant as follows: • Option 2—Technical Support of Infrastructure Products • Then select Option 6—Public Safety Applications • Next select the appropriate system type option 1. CAD 2. RMS 3. Mobile Applications 4. Jail Management Systems 5. Law Records (LRMS) 6. Customer Service Request System (CSR) 0. All Other Applications Upon contact with the SSC personnel, you will provide the name and phone number for Customer contact and your agency and product specific Site Identification number. Providing a brief problem description will assist in defining the severity level and determine proper case routing to the appropriate Motorola Motorola Solutions,Inc.PSA M&SA Exhibit B 32 Version 8-26-11 Solutions technical support team member. A unique tracking number will be provided to your agency for future reference. Generally customers calling the toll-free 800 number will access Public Safety Applications technical support directly. For heavy call times or after hours the caller will be directed to Motorola Solutions' System Support Call Center Operations. Once the logging process is complete customers are transferred directly to a Technical Support Analyst during Technical Support Operation Hours (6:00 a.m. to 6:00 p.m. Mountain Time, Monday to Friday). After support operation hours (6:00 p.m. to 6:00 a.m. Mountain Time, Weekends and Motorola Solutions Holidays) customers will be contacted within the contractually specified period of time by a Technical Support Analyst. Motorola Call Flow Customer Customer Creates an calls Sot} eCase via 323-9949 OL or Em An auto notification is sent to s this withi After-Hours the customer with the case business N process number that was created. hours? Response to these cases is A case is within 2 hours. auto logged in Clarify Yes *ser\doe? Follow process to N create a PO eCase Process Yes Product s upport RM Is this a new N Open and refer to team? issue? existing Case CAD,JAIL,MOBILE,LRMS,CSR Is this a new N Open and refer to Yes issue? existing Case Yes Use the keyword list to determine customer's case Use the keyword list to severity Create a tech Create a tech determine cu tomer's case support case. support case. severity Provide customer Provide customer their case number their case number To Technical Support Motorola Solutions, Inc.PSA M&SA Exhibit B 33 Version 8-26-11 o Technical Staff Call Flow An auto notification is sent to The Sam the customer with an update tmm Ifit Ons ups to ft Clarify case. An auto notification is sent to the customer with an update �EM� i� escalated to an SR 'Fea kO#IW to 4 SR. rthe:.customer uto notification is sent to No with an update M Tlhe samw the SR and makes AMXMvmftUw Updam to the Clarify case to Clarify case. rte. An auto notification is sent to the customer with an update E ODW /I works the SR to reactagan. Support technician closes the Clarify MUM An auto notification is sent to the customer with resolution IF Support technician End customer closes the Clarify R� mm a�FRB and CrashTrack Pte• Motorola Solutions, Inc.PSA M&SA Exhibit B 34 Version 8-26-11 . ,. , t, I- c `t. s` i�' •F , �,,- n , �H , - , ! -t,. 9 . . - '. - � r CaII Flow After Hours_ _ !J . .. _ , , i° ;> 1. _ . ,.` . . : - .. ' �q k. I I.r�' _ 1 - , _ C 1- a ; = f 3 - is em Follow process to ' '' '`' customer entitled to . `1 �. F create a PO I. ' �. _ t.- - - _ r 1 _ ;Y I� t 1 t ! - f �!f - ._ ,• - _ —, I - t -- - -f ,i r L t 1 - .,: ' Product supported i ` 1 , F+ AS the customer ?- . _ ri WM7 Gold Level - .'fig 1 n 1 .5 ' - IYLi I 5 CM,LPAMC,tL4�IL;`Lf , - Manager and On- _ < Call Technical I , • . 7 Support Analyst� 11 I$"S - -1 - - . - Call the On-MII, ' customer =„ r 4; TechngicalSupport ��y�caylling RMS4 '1_ .I ,t "ti• �',. , r - Lie ft IIMtO ', � _'. ' 8 0� determine customer's case . i I"S J I ' ..j �'. OSIIIdJ.IIIlC� - ,_ to the PRODUCT ,; - -i �. ` _ ` ' k .J - ". f. .,J r .r .- ' ,. ;:. . ;,_ ;.' , , ti i �_ i '' a 1` - .. ' . - 1 ' ,11 I _ ,,i - ' - _ - ' ? , .. I J. , , „ _ f . I ... ;:Motorola Solutions;inc.'i PSA M&SA Exhibit--'B 35 Version 8-26-11 How to Obtain Technical Support for Products Action / Response Step 1. Call the System Support Center 1-800-323-9949 Step 2. Select option 2 (Technical Support) Step 3. Select option 6(Public Safety Applications) Step 4. Select product specific option Step 5. Provide Site Identification Number(See Exhibit A-Description of Covered Products for Site Identification Numbers) Step 6. Provide Your Information Caller Name Contact Phone Number Description of problem Severity of system problem determined at time of call Time available for call back Email address Step 7. Case Number Generated Caller will receive a Case number for tracking the service request. Check Status The caller may check the status of a Case at any time by calling the System Support Center at 1-800-323-9949 and following steps 2-4 above and providing the case number. Case Assignment The Customer Support Representative will determine a course of action and assign the Case to the appropriate group. Standard Response Time RESPONSE See Section III for Severity Level definitions Severity 1: 1 hour Severity 2: 3 business hours Severity 3: 6 business hours Severity 4: 2 business days Step 8. Notification of CASE All Case Notifications are available for up to 4 persons. Activity Notifications are sent via pager or email when any of the following events occur on a Case: Open, Assigned, Site Arrival, Deferred or Closure. To request case notifications, please contact your Support Manager. Notification of CASE Open/Close Case Notifications are available for up to 4 persons. Activity Notifications are sent via pager or email when any of the following events occur on a Case: Open or Closure. To request case notifications, please contact your Support Manager. Motorola Solutions, Inc.PSA M&SA Exhibit B 36 Version 8-26-11 Option 2 -Submit a ticket via eCase Management from Motorola Solutions On-Line Motorola Solutions On-Line eCase Management provides a fast, intuitive, and efficient interface for Technical Case Management that allows customers to open, update, and view the status of their cases on the web. Setting Up a Motorola Solutions On-Line Account To set up a Motorola Solutions On-Line account, please visit https://businessonIine.Motorola.com and follow the directions on the link for"Sign Up Now. " A User ID and Password are not required for setting up your account. After accessing the link above, indicate in the"Additional Information"field you are a Public Safety customer seeking access to eCase Management. Once you submit your request, you will receive a confirmation email indicating receipt and including additional details about the Motorola Solutions On-Line account set up. In approximately 4-5 business days an additional email will be sent which includes details about your On-Line account. Accessing the Technical Case Management web site Once you have set up your agency's Motorola Solutions On-Line Account, to access the site simply log onto Motorola Solutions at businessonIine.Motorola.com with your user ID and password, click on the Contact Us 4 Open Case, and select System Support Issue from the Issue Type drop-down. Primary Features of On-Line Technical Case Management Motorola Solutions customers have three main functions available through Motorola Solutions On- Line to manage their cases: A. Open new cases B. Search for existing cases and view details of the existing case C. Update existing cases by adding notes A. Open a New Case 1. Log into Motorola Solutions On-Line 2. Click on the"Contact Us" 4 Open Case 3. Then select the Reason Code =System Support Issue (and the page will automatically reload) M Motorola Solutions, Inc.PSA M&SA Exhibit B 37 Version 8-26-11 Open Case Welcome to the Open Request Screen.From here,you may open a request which will be tracked and routed to the proper Motorola Employees. To permanently change your email address or phone number,you must go to the Motorola Membership Site Contact Name: Motorola Online WeblD Contact Phone: 800-814-0601 Contact Emait: cucmhlD@hotmaii.com Reason: 1website Issue Credit Issue Title' Order Issue Description: Pre-Sale Inquiry Product Issue Service Issue INUMMIEMM Training Issue Website Issue 4. Fill in the Case Title (description of request) and choose the applicable Site (which are listed alphabetically) 5. Choose case type Technical Support, Severity Level and Public Safety Applications System 6. Fill in a detailed description of your issue 7. Click"Create Case" Screen Shot from Steps 4-6 apah Case Welcome to the Open Pequeet Screen From here.ynu may open a request*fiich will be iracked and rmted to the proper fdrAorola Emgt,o To potmanontly change your ernai addwz or phone numbar,you rrf-mt go to the Notnrota Nion-us HP 412 Comad Marne Penn 81:;4?Test VOzU0 WOW pt 84117M-402 cmdadfsnaiE penrrtaieies iesi.cur Nam Ystem;�flpartlssue- rr SYAM Support - win Please 5 ccdx zJ sauerlrY;FIe39e7ry 9�Ad9ttR Pic9seettry Qescfq�irtc Email Confirmation 1. eCase Management will give immediate confirmation of case number(new case numbers are 8 digits long) 2. The confirmation screen includes"expand all" and "collapse all" buttons for case notes Motorola Solutions,Inc.PSA M&SA Exhibit B 38 Version 8-26-11 B. Search for a Case 1. Log into Motorola Solutions On-Line 2. Click on the"Contact Us" 4 Search Case 3. Select the"System Support Issue"type (the webpage will automatically reload) s e _a Inprrm 7W Go IN"aly I"Ca'" d'.kw Idf�tla!r' r,kas8 OUT ihe aIC.I Craivifpt+11 ef**&UNA 6hmir Lm lYat9cr. td®c tl ��sr�s,p,in iasd - Type svowe Ste' Kz s Cfer"W I.Ofa+ r To 51r.- S Ell C. Add Notes to an Existing Case 1. You can also add notes after submitting your case, by clicking on the"Add Notes" button Title:TES? Case Condition:Opel Syntaral Site 10:MDT''1130 Oust mff Rama: TEST CUSrOteLR SYSUM Vln llamta_ Teat S to aS an exari pk; CRAP KIRKra!Nal A:ecigoad r:a"Sydxtsnne rr #mLm Type,Syslarn&Lppert Caws Type:Natwad:iNanagm1afft CAN S041c!:Wdzb Coniara Bane! I est best vicuU E�cp€�ndlCallapst: Cantecl Page:W 725.4902 Buttons Co®tact EmaH:i tt C4 t 5t.s,cii�iLr Y ]irlld�y' Oa6e111ne �aifrlty�uruwlr Cdr` 1 Z01dJ00� lr�P!y F:rrr�d trf toffo l I 358 PM PbaxSpet�+Y.%*Is•thtAt.GWKA lagl X61 ® dldeg �.�53 pM `6ularlfnd trr tnrlrsd Add Notes Motorola Solutions,Inc.PSA M&SA Exhibit B 39 Version 8-26-11 Motorola Solutions On-Line Support 1. Motorola Solutions does not recommend using this tool for opening Severity 1 or 2 cases. For any critical issues, customers should contact the System Support Center by calling 800-323-9949 and following the appropriate prompts. 2. The same guidelines would apply to updating cases with critical information. Any critical updates should be reported directly to Support at 800-323-9949. 3. When updating case notes, please provide your contact information, which includes your phone number, pager number, etc. For questions on Motorola Solutions On-Line eCase Management or administrative support, please contact the Motorola Solutions Online Helpdesk at molhelp1(aD-Motorolasolutions.com or call 800-814- 0601. Motorola Solutions,Inc.PSA M&SA Exhibit B 40 Version 8-26-11 Requirements for effective usage: Browser: Internet Explorer 5.0 or greater Valid MOL user ID and Password Motorola On-Me Flow scam Ism art customer No process to create ®rifflM to a PO GWWW vex �, Asstg m the Tech ww tw Salt Lake City Support case to Boulder or Salt the"PSA Salt Lake L Ue /[tthe uto notification is sent to is The owners of the queue. the"PSA Boulder MOW W Um I; appropriate queue. TO TW.h rftal \,7// Motorola Solutions,Inc.PSA M&SA Exhibit B 41 Version 8-26-11 Option 3 - Submit a ticket via Email Case Management An alternative Customer Support tool is available for PSA customers. Along with the toll-free phone number and Motorola Solutions Online, customers can request technical support by email. For many customers who use their PDA as a means to open cases, email ticketing provides additional flexibility for initiating cases. To ensure proper case management and contractual response, email ticketing is only available for severity levels three and four. In order to properly process a ticket via email, the message must be formatted exactly as described below: Instructions are also located under"Resources" at: https://motonline.mot.com 1. Address your email to PSACASE(a--)MotorolaSolutions.com 2. Type PSA Service Request and a brief description of the system issue in the Subject line of the e-mail message. This will become the case title 3. Type Site ID =followed by the site identification number of the system location 4. Type Product Type=followed by the product family type. Choose from the following list: • CAD (OR FRIENDS OF CAD, such as AM, ATM, AVL and UDT) • CSR (CUSTOMER SERVICE REQUEST) • INFOTRAK, LRMS • JAIL MANAGEMENT(OFFENDERTRAK) • MOBILE APPLICATIONS (PMDC, AIRMOBILE, TXMESSENGER) • NETRMS 5. Type Contact First Name = followed by your first name or the name of the person you would like support personnel to contact 6. Type Contact Last Name = followed by your last name or the name of the person you would like support personnel to contact. 7. Type Phone Number = followed by the area code and phone number where the contact person may be reached 8. Type Severity Level =followed by either severity level 3 or 4. All severity level one or two cases must be opened via the toll-free PSA customer support number 9. Type Problem Description =followed by a comprehensive description of the problem 10. Send the message to us. You will receive an email with your case number for future reference. If an email response is not received, or if you need to open a severity level one or two case, please contact the PSA customer support at 1 800-323-9949 for further assistance. SAMPLE Email Ticket Formatting: ^~To...= psacase @matarafa.coml C _ Subject, PSA Service Request:NetRMS Reports Not Functional Site ID number: PSA12345_(N et R M S) (Clarify site identification number) Procluct type: NetRMS (Specific product such as LRMS, NetRMS, Premier MDC, etc.) Contact first name: John Contact last name: Doe Phone number:303-123-4867 Severity level:Level 3 (Email ticketing is available for severity levels three and four on1A Problem description: NetRMS does not allow for the creation of manual-case reports which is affecting the generation of daily reports (Include a comprehensive description of the problem) Motorola Solutions, Inc.PSA M&SA Exhibit B 42 Version 8-26-11 Ill.. Severity Levels and Case Management Motorola Solutions services and response times are based on the severity levels of the error a customer is experiencing as defined below. This method of response allows Motorola Solutions to prioritize its resources for availability on our customer's more severe service needs. Severity level response time defines the actions that will be taken by Motorola Solutions' Support team. Due to the urgency involved in some service cases, Motorola Solutions will make every reasonable effort to provide a temporary or work around solution. When a permanent solution is developed and certified through testing, it will be incorporated in to the applicable Supplemental and or Standard Release. .SEVERITY DEFINITION RESPONSE TIME LEVEL Total System Failure-occurs when the System is not functioning and there is no workaround; such as a Central Server is down or Telephone conference when the workflow of an entire agency is not functioning. This level within 1 Hour of initial is meant to represent a major issue that results in an unusable voice notification System, Subsystem, Product,or critical features. No work around or immediate solution is available. Critical Failure-Critical process failure occurs when a crucial element in the System that does not prohibit continuance of basic Telephone conference operations is not functioning and there is usually no suitable work- within 3 Business Hours 2 around. Note that this may not be applicable to intermittent of initial voice notification problems.This level is meant to represent a moderate issue that during normal business limits a Customer's normal use of the System, Subsystem, Product hours or major non-critical features. Non-Critical Failure-Non-Critical part or component failure occurs Telephone conference when a System component is not functioning, but the System is still within 6 Business Hours useable for its intended purpose, or there is a reasonable 3 workaround. This level is meant to represent a minor issue that of initial notification does not preclude use of the System, Subsystem, Product, or during normal business critical features. hours Inconvenience-An inconvenience occurs when System causes a Telephone conference minor disruption in the way tasks are performed but does not stop within 2 Standard 4 workflow. This level is meant to represent very minor issues, such Business Days of initial as cosmetic issues,documentation errors,general usage questions, notification and product or System Update requests. Incoming cases are automatically assigned an initial Severity Level of 3, unless otherwise indicated or determined at the time the case is logged. When escalation is required, Motorola Solutions adheres to strict policy dictated by the level of problem severity. Motorola Solutions, Inc.PSA M&SA Exhibit B 43 Version 8-26-11 Severity Level One Escalation Once an issue is escalated to Engineering, the following table is used as an Engineering resolution guideline for standard product problems. i Escalation.,Policy- Severity Level 1 CRITICAL ACTION RESPONSIBILITY Initial service request is placed. Support Analyst begins 0 Hours working on problem and verifies / determines severity Support Analyst level. If a resolution is not identified within this timeframe, SA escalates to the Customer Support Manager who Support Analyst 2 Hours assigns additional resources. Email notification to Customer Support Manager Director of Customer Support and Director of System Integration. If a resolution is' not identified within this timeframe, Customer Support Manager escalates to the Director of Customer Support Manager 4 Hours Customer Support and Director of System Integration to Director of Customer Support assign additional resources. Email notification to Vice Director of Systems Integration President of System Integration and Vice President Customer Support. If a resolution is not identified within this timeframe, Customer Support Manager Director of Customer Support escalates to Vice Director of Customer Support 8 Hours President of System Integration, Vice President of Director of Systems Integration VP of System Integration. Support, and account team. VP of Customer Support If a resolution is not identified within this timeframe, Senior Management Director of Customer Support escalates to Vice Support 12 Hours President of System Integration, Vice President of Operations Support, and account team, Senior Vice Presidents of Systems Integration Operations, System Integration, Customer Support and Engineering Engineering. All Severity Level 1 problems will be transferred or dispatched immediately to the assigned Motorola Solutions technical support representative, to include notification to Motorola Solutions management 24x7. All other severity level problems logged after business hours will be dispatched the next business morning. 3.1 Reporting a Problem. Customer will assign an initial Severity Level for each error reported, either verbally or in writing, based upon the definitions listed above. Because of the urgency involved, Severity Level 1 or 2 problems must be reported verbally to the Motorola Solutions' call incoming center. Motorola Solutions will notify the Customer if Motorola Solutions makes any changes in Severity Level (up or down) of any Customer-reported problem. 3.2 Motorola Solutions will use best efforts to provide Customer with a resolution for Severity 1 and Severity 2 issues within a reasonable time and in accordance with the assigned Severity Level when Customer allows timely access to the System and Motorola Solutions diagnostics indicate that a Residual Error is present in the Software. Should Customer report an error that Motorola Solutions cannot reproduce, Motorola Solutions may enable a detail error capture/logging process to monitor the System. If Motorola Solutions is unable to correct the reported Residual Error within a reasonable time, Motorola Solutions will escalate its procedure and assign such personnel or designee to correct such Residual Error promptly. Should Motorola Solutions, in its sole discretion, determine that such Residual Error is not present in its Release, Motorola Solutions will verify: (a) the Software operates in conformity to the Motorola Solutions, Inc.PSA M&SA Exhibit B 44 Version 8-26-11 System Specifications, (b) the Software is being used in a manner for which it was intended or designed, and (c)the Software is used only with approved hardware or software. Error Correction Status Report. Motorola Solutions will provide verbal status reports on Severity Level 1 and 2 Residual Errors. Written status reports on outstanding Residual Errors will be provided to System Administrator on a monthly basis. IV. Key Responsibilities 4.1 Motorola Solutions Responsibilities 4.1.1 Anti-virus software. At Customer's request, Motorola Solutions will make every reasonable effort to test and verify specific anti-virus, anti-worm, or anti-hacker patches against a replication of Customer's application. Motorola Solutions will respond to any reported problem as an escalated support call. 4.1.2 Customer Notifications. Motorola Solutions will provide access to (a) Field Changes; (b) Customer Alert Bulletins; and (c) hardware and firmware updates, as released and if applicable. 4.1.3 Account Reviews. Motorola Solutions will provide annual account reviews to include (a) service history of site; (b) downtime analysis; and (c) service trend analysis. 4.1.4 Remote Installation. At Customer's request, Motorola Solutions will provide remote installation advice or assistance for Updates. 4.1.5 Software Release Compatibility. At Customer's request, Motorola Solutions will provide: (a) current list of compatible hardware operating system releases, if applicable; and (b) a list of Motorola Solutions' Software Supplemental or Standard Releases 4.1.6 On-Site Correction. Unless otherwise stated herein, all suspected Residual Errors will be investigated and corrected from Motorola Solutions' facilities. Motorola Solutions will decide whether on-site correction of any Residual Error is required and will take appropriate action. 4.1.7 Compliance to Local, County, State and/or Federal Mandated Changes. (Applies to Software and interfaces to those Products) Unless otherwise stated herein, compliance to local, county, state and/or federally mandated changes, including but not limited to IBR, UCR, NCIC and state interfaces are not part of the covered Services. 4.1.8 Support on Hardware Customer will provide all on-site hardware service or is responsible for purchasing on-going maintenance for 3rd party on-site hardware support. Third party support on some system components may be available through Motorola Solutions' maintenance and support agreement. Customer will contact the appropriate vendor directly for parts and hardware service if not purchased through Motorola Solutions' maintenance and support agreement. 4.1.9 Support on Motorola Solutions Software Motorola Solutions will provide any required software fixes in the form of either a"patch"or in a Supplemental (maintenance) Release. 4.1.10 Maintenance Contract Administration Motorola Solutions' Maintenance Contracts Administration Department manages the maintenance agreement following the warranty term that may be included in the purchase of a Motorola Solutions system. Motorola Solutions, Inc.PSA M&SA Exhibit B 45 Version 8-26-11 Approximately four months prior to the expiration of the warranty period, the Contracts Administration team will contact the customer to discuss the options available for their specific site. The terms of the agreement can be customized to your agency's budgetary requirements and cycle. Motorola Solutions offers various levels of support to meet an agency's requirements, for example: • Telephone, dial in support for software fixes i Varying hours of coverage • Third party vendor services • On-site services • Users Conference • Professional Services 4.1.11 Reports Service history reports and notifications are available from the Motorola Solutions call tracking system. If you are interested in obtaining access to service history reports and ticketing notifications, inquire with your Technical Support Representative. 4.2 Customer Responsibilities 4.2.1 Initial logging of issue 4.2.2 Assist in assessing severity level 4.2.3 Contact Motorola Solutions to escalate service requests 4.2.4 Parts replacement(if applicable) 4.2.5 Dial in connectivity and telephone access to Motorola Solutions personnel 4.2.6 Anti-virus software. Customer is responsible for running any installed anti-virus software. 4.2.7 Operating System ("OS") Upgrades. Unless otherwise stated herein, Customer is responsible for any OS upgrades to its System. Before installing any OS upgrade, Customer will contact Motorola Solutions to verify that a given OS upgrade is appropriate. 4.2.8 Trouble Report Form To better assist us in gathering details for analyzing and repairing your system errors, Motorola Solutions has created the Trouble Report Form (page 17). Completion of this form by the customer is voluntary. The Trouble Report form helps Motorola Solutions Technical Support reduce errors by increasing the understanding of the problem description definition. It may also improve repair time by understanding the probability of repeat errors. Additionally, should escalation to Motorola Solutions' Engineering team be required, information gathered on this form will aid by potentially avoiding the wait associated with error reoccurrence. Information customers provide on the Trouble Report form will assist Motorola Solutions Support team expedite the troubleshooting process. Your assistance in providing the information is appreciated. Once you complete the form, please e-mail or fax this form to the Technical Support Representative assigned to work on the issue reported. Motorola Solutions, Inc.PSA M&SA Exhibit B 46 Version 8-26-11 Trouble Report Form Agency Name: Motorola Solutions Case Number: Contact Name: E-mail Address: Contact Phone: Contact Fax: Severity Level: CAD Correction#: Subject: Product/Version: Problem Please ensure that the description provided is as detailed as possible. By including accurate details,Motorola Description: Solutions'opportunity to resolve the issue promptly and successfully increases. Please be sensitive to the use of verbiage that is specific to your agency or area of the country.Full understanding of the facts on a reported issue increases Motorola Solutions'probability of locating a root cause and achieving a timely resolution. Steps to Motorola Solutions understands that duplication is not always easy.However,if you are able to duplicate the issue, Duplicate: providing us with the detailed keystrokes will greatly improve our ability to correct the issue in question.When unable to duplicate the issue on demand,providing us with detailed steps that preceded the issue reported will greatly help. Step One: Step Two: Step Three: Step Four: Step Five: Step Six: Step Seven: Additional Steps: Expected Results: Actual Results: Configuration Checked: Motorola Solutions,Inc.PSA M&SA Exhibit B 47 Version 8-26-11 V. Customer Call Flow To Be Provided By Customer Vl. Contact Information Motorola Solutions Contacts Motorola Solutions System Support Center (800) 393-9949 Mike Burpoe Director, Customer Support (303) 527-4010 MVW436(aD,motorolasolutions.Com Ken Atkinson Technical Support Manager—CAD, Records, Mobile (303) 526-4088 ken.atkinson(a.motorolasolutions.com Wayne Parent Technical Support Lead— Records Applications (801) 230-7032 Wayne.Parent(cD-motorolasolutions.com Phillip Askey Technical Support Lead—Mobile Applications (720) 565-4764 P.Askey(a--)motorolasolutions.com Shelley Rhoads Customer Support Business Manager (951) 245-7416 srhoads(a')-motorolasolutions.com -Customer Contacts (to be provided by Customer) Customer Agency Name: Address: City, State and Zip: Billing Contact Name: Phone No: Fax No: Email: Backup System Administrator Name: Phone No: Fax No: Email: Service Escalations Contact Name: Title: Phone No: Email: Motorola Solutions, Inc. PSA M&SA Exhibit B 48 Version 8-26-11 hibit C SUPPORT PLAN OPTIONS AND PRICING WORKSHEET Maintenance and Support Agreement# Term Length 12 Months Term Start Date 10/1/2012 Term End Date 9/30/2013 CUSTOMER AGENCY City of Miami Beach, FL BILLING AGENCY City of Miami Beach,FL Address 1700 Convention Center Dr. Address 1700 Convention Center Dr. City,State,Zip Miami Beach, FL 33139 City,State,Zip Miami Beach, FL 33139 Contact Name Bert Dorrectyn Contact Name Bert Dorrectyn Contact Title GIS Manager Contact Title GIS Manager Telephone Number 305-673-7000 Telephone Number 305-673-7000 Fax Number 305-673-7028 Fax Number 305-673-7028 Email Address BertDorrest n miamibeachfl. ov Email Address BertDorres n miamibeachfl. ov For support and updates on products below, please contact Motorola Solutions' Public Safety Application's Customer Support: (800)323-9949 Option 2,Option 6,then select the corresponding product prompts as follows: ......-.--.-. _._.....__...........--._.................................................................................................._.............................................................._........-..........-------_ __ _...-- ----- _..--.........--........._..........._......................_-............._-....................................-............__......._.............................. 1 CAD PRODUCTS 2 RMS 3 MOBILE APPLICATIONS 4 JAIL MANAGEMENT _._...._..__-._.__._.__._._..._._.._._..._._._.__.___..._...__..__.__..._._.._..._.._...---._._.......__..._.......____.._.____..._......_....._........_.__.........___.....___._ ..._._._._...._.___..__.________._._....__..._...._.___..__.___.__.________.._._._._.___._.___...__.__.._____...._.._..._._.._..._.__._._.__.._.___...__...._.........._..._........ ❑ PremierOne CAD TM ❑ PremierOne Records TM ❑ PremierOne Mobile TM ❑ OffendertrakTM ❑ Premier CADTM ❑ FRMS ❑ Premier MDCTM ❑ ImagetrakTM Motorola Solutions@ Computer F1 Aided Dispatch El NetRMS El AirMobile TM El Case Management System ❑ CAD HP NonStopTMSeries hardware ❑ Cruiser ❑ TxMessengerTM ........... ... .............................. _._................_.. ... . ..... ... . .. . _....................._....._................_..._......._......................._._................................._..................._............................................................_..... 5 LRMS ; 0 OTHER ................_.._......_........-._._........................................................................_...................................................._......................................._............................................................................_................................._._.._....____.._.. _._.._..._.__._....__.._.._...._...._._.................................................................................................................................... ❑ InfotrakTM(LRMS) ❑ Integration Framework ❑ Custom Software ❑ UCRR ❑ Enhancements to Products ❑ Customer Service Request System ® Other-INVision MOTOROLA SOLUTIONS SERVICES TERM FEES THIRD PARTY SERVICES TERM FEES ® STANDARD SUPPORT SERVICES $ 3,200.00 ❑ VENDOR AGENCY: $ 1 Customer Support Plan $ Included ♦ Product Type/Description: 2 Case Management 24X7 $ Included 3 Technical Support Monday through Friday 8:00 a.m.to 5:00 p.m.Customer local time $ Included Term Dates: 4 Third-party Vendor Coordination $ Included ♦ Service Level 5 On-site Support(when applicable) $ Included -Hours of Coverage: 6 SW Releases:Standard&Supplemental $ Included -Onsite/Software/Parts: 7 Access to Users Group Site $ Included -Other Services: ♦ System ID#(if applicable): ❑ SUPPLEMENTAL SERVICE OPTIONS Service Descriptions Available Upon Request THIRD PARTY TOTAL FEES $ 1 24x7 Technical Support Svcs $ BUNDLED SERVICE OPTIONS DISCOUNT$ 2 Time and Materials $ ❑ MULTI-SYSTEM(x%Discount) $ 3 Professional Services Training $ ❑ MULTI-YEAR(x%Discount) $ 4 Professional Services Upgrades $ ❑ ONE-TIME(x%Discount) $ 5 Preventive Maintenance $ ❑ OTHER(x%Discount) $ 6 Users Conference Advance Purchase $ ❑ OTHER(x%Discount) $ 7 On-site Support(Dedicated Resource) $ 8 GeoFile Services $ .........._.__._..._..__._........_.__.....__.______._....._..._._.__..___.__.._.__.___._...............____.__.._..._._....._..._.__........._..___..._........_._._._......__.._.__.__.._..._......____.. ..___.._._.___—.—.........._......_..._._.__..__._.._..._.._.___._.__._................. _.._.__._______..._.__.__.__._._.__...___._..._...__..__....._....... MOTOROLA SOLUTIONS TOTAL FEES $ DISCOUNTS $ USERS CONFERENCE ATTENDANCE ADVANCE PURCHASE DETAILS ❑ Users Conference Attendance($2,650 per Attendee) Year Number Attendees • Registration fee 0 Roundtrip travel for event(booked by Motorola Solutions) • Hotel accommodations(booked by Motorola Solutions) 0 Rental car(booked by Motorola Solutions) • Daily meal allowance(determined by Motorola Solutions guidelines) TERM GRAND TOTAL* $ 3.200.00 2repared by.Jeff Cegielski, 262-253-1416,ieff.ce-gielski(cD-motorolasolutions.com Aotorola Solutions,Inc.PSA M&SA Exhibit C 49 Version 8-26-11 Exhibit E SYSTEM ACCEPTANCE CERTIFICATE Public Safety Applications Customer Name: Project Name: This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that: 1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed, and all System or product documentation promised under the Agreement has been provided. 2. The System is accepted, except for any items listed on a punch list. The Parties will promptly complete their respective punch list responsibilities according to a mutually agreed schedule. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: FINAL SYSTEM ACCEPTANCE: Motorola has provided and Customer has received all deliverables, and Motorola has performed all other work required for Final System Acceptance. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: PSA System Agreement Set 8-18-11 50 1