Loading...
1423 Motorola Radios, Orange County ContractI4Z3 PURCHASING DEPARTMENT TRANSMITTAL MEMORANDUM TO: City Clerk RE: Executed; Contract/ Motorola and Orange County contract y6 -1111 . RADIOS FOR THE POLICE DEPT., PO # 32600 The item(s) noted below is /are attached and forwarded to your office for the following action(s): Development Order Final Plat (original mylars) Letter of Credit Maintenance Bond Ordinance Performance Bond Resolution ■ ■ ■ ■ ■ ■ ■ Mayor's signature Once completed, please: ❑ Return originals to Purchasing ❑ Return copies El Special Instructions: Please file with original documents. 61) From Recording Rendering Safe keeping (Vault) d i ll Payment Bond City Manager Signature City Clerk Attest/Signature ql o 2.ql ll Date TADept_ forms \City Clerk Transmittal Memo - 2009.doc :.0 =1877= 1 ..,� DOCUMENT APPROVAL S Contract/Agreement Name: Piggy Back Contract with Orange County, Motorola Radios Contract Number is Y6 -1111 Approval: Purchas ng Manager Finance D rector 0'r `�la -gill Date / 41 1 1 1 Date C , Date U � Motorola Radios /Orange County: Piggyback Contract The City of Sanford ( "City ") enters this "Piggyback" Contract with Motorola Solutions, Inc. (hereinafter referred to as the "Vendor"), under the terms and conditions hereinafter provided. The City and the Vendor agree as follows: 1. The Purchasing Policy for the City of Sanford allows for "piggybacking" contracts. Pursuant to this procedure, the City is allowed to piggyback an existing government contract, and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Vendor has entered a contract with Orange County, said contract being identified as "Contract # Y6- 1111" (said original contract being referred to as the "original government contract ") and said contract providing for the City to procure from the Vendor APXTM 6000 P25 Portable Radios. 2. The original government contract is incorporated herein by reference and is attached as Exhibit "A" to this contract. All of the terms and conditions set out in the original government contract are fully binding on the parties and said terms and conditions are incorporated herein. This Agreement piggybacks the pricing of the original government contract as, amended, in terms of such equipment and services that the City may procure from the Vendor. 3. Notwithstanding the requirement that the original government contract is fully binding on the parties, the parties have agreed to modify certain technical provisions of the original government contract as applied to this Contract between the Vendor and the City, as follows: 1 b) Insurance Requirements of this Contract: (state N/A if this is not applicable). N /A. c) Any other provisions of the original government contract that will be modified: (state N/A if this is not applicable). N /A. d) Address change for the City: Notwithstanding the address and contact information for the government entity as set out in the original government contract, the Vendor agrees that he /she /it shall send notices, invoices and shall conduct all business with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Manager's designated representative for this Contract is Cynthia Lindsay, Finance Director, City of Sanford, 300 North Park Avenue; Sanford, Florida 32771, telephone number (407) 688 -5026 and whose e-mail address is Cynthia.Lindsay@Sanfordfl.gov. e) Notwithstanding anything in the original government contract to the contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between the parties arising out of this Contract shall be in Seminole County, Florida in the Court of appropriate jurisdiction. The law of Florida shall control any dispute between the parties arising out of or related to this Contract, the performance thereof or any products or services delivered pursuant to such Contract. f) Notwithstanding any other provision in the original government contract to the contrary, there shall be no arbitration with respect to any dispute between the parties arising out of this Contract. Dispute resolution shall be through voluntary and non - binding mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole County, Florida, with the parties bearing the 2 costs of their own legal fees with respect to any dispute resolution, including litigation. g) All other provisions in the original government contract are fully binding on the parties and will represent the agreement between the City and the Vendor. Entered this day of , 2011. Attest. e* lr bi Attest. net Dougherty, City Approved as to form and legal sufficie C City Attor E Odd JL 7. /f C)9 Motorola Solutions, Inc., a Delaware corporation. By: A w h Authorized Corpor to Signatory Date: CH By Jei Da 3 Exhibit "A" [Attach original government contract] 5.1 Overview The following pricing covers all proposed phases of the project. Total Project (Steps 1-4) DNUPand Systems Integration Step 1 Total (Remove ISSI Gateway) 5,610,086.00 Jacksonville Discounted Prices and Systems Integration 5,312,910.00 Step 2 Total 11,357,174.00 9,985,265.00 Step 3 Total 7,169,073.00 6,149,523.00 Step 4 Total (Remove ASR Transmitter Site) 1,424,125.00 1,286,915.00 Courthouse BDA 486,585.00 336,000.00 Performance Bond 172,833.00 174,596.00 PTP and Microwave Dish 88,326.00 88,326.00 MCM Asset Management 214,263.00 214,263.00 ISSI Gateway Interface 154,860.00 154,860.00 ASR Transmitter Site 385,098.00 332,587.00 Total Project (Steps 1 -4) Infrastructure, Equipment, and Systems Integration 27,062,423.00 24,035,245.00 Less Customer Loyalty Discount for all Items Proposed 1,201,762.00 Trade -In of SmartZone Controller, Stations, and 6809 Controllers 925,000.00 Contract Execution by 1113012010 and Shipment by 313012011. Orange accepts financial terms attached. 1,162,260.00 Total Project (Steps 1 -4) Price 20,746,223.00 Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Orange County, Florida Communications System Technology Refresh Proposal Addendum — November 3, 2010 Pricing 5 -1 5.1.1 Step 1 © s otorola Confidential Restricted se or disclosure of this proposal is ubject to the restrictions on the title page Orange County, Florida Communications System Technology Refresh Proposal Addendum — November 3, 2010 Pricing 5 -3 . . Price Forsyth Master Site Zone Controllers 1 120,000 1 120,000 Zone Servers /Client: • Storage Device 6 6,280.00 6 6,280.00 • 7.9 User Configuration Server 4 40,000.00 4 40,000.00 • Dual Common Platform Hardware 4 40,000.00 4 40,000.00 • Windows Trans Config 0 0.00 0 0.00 • ASTRO 25 with IV &D 5 50,00.00 5 50,00.00 • ASTRO 25 IV &D Site License (16) 4 400,000.00 4 400,000.00 • MCC 7500 Console License 5 5,000.00 5 5,000.00 • SmartX 3600 System License 1 10,000.00 1 10,000.00 • SmartX 3600 Site License (6) 0 0.00 0 0.00 • Anti -Virus Service Servers 1 1,000.00 1 1,000.00 • Install Backup and Recovery 1 15,000.00 1 15,000.00 • Unc Addtl Device Lic (300) 1 15,000.00 1 15,000.00 • Anti -Virus Service 1 12,000.00 1 12,000.00 • 500 Radio User Licenses (80) 4 400,000.00 4 400,000.00 • Unified Network Configurator (7) 1 140,000.00 1 140,000.00 • User Configuration Manager (7) 3 35,000.00 3 35,000.00 • Unified Event Manager (6) 1 120,000.00 1 120,000.00 • Security Portioning 2 20,000.00 2 20,000.00 • Flexible Air Traffic Information Access 1 17,000.00 1 17,000.00 • Technical Assistance 3 3,000.00 3 3,000.00 • CADI Software Option 4 45,000.00 4 45,000.00 • Technical Assistance 1 12,000.00 1 12,000.00 • Zonewatch (5) 1 100,000.00 1 100,000.00 • Zone Historical Reports (2) 1 10,000.00 1 10,000.00 • Dynamic Reports (2) 1 16,000.00 1 16,000.00 • Radio Control Manager (10) 1 150,000.00 1 150,000.00 • Affiliation User Reports (5) 3 35,000.00 3 35,000.00 • Northbound Interface 1 15,000.00 1 15,000.00 • Email Alarm Notifications 5 5,000.00 5 5,000.00 • 19 -in LCD Console Drawer 4 4,400.00 3 3,960.00 • Belkin Components: 16 -Port KVM 7 797.00 7 717.00 • KVM Cable Kit 25 -ft (8) 9 976.00 8 878.00 Networking Switching & Routing Center 2 234,100.00 1 187,280.00 84,946.00 7 72,412.00 Network Security 8 34,973.00 3 31,476.00 Frequency Synchronization 3 83,000.00 8 83,000.00 IV &D 8 MGEG 5 525,975.00 4 422,458.00 s otorola Confidential Restricted se or disclosure of this proposal is ubject to the restrictions on the title page Orange County, Florida Communications System Technology Refresh Proposal Addendum — November 3, 2010 Pricing 5 -3 Category POP25 SmartX 800 MHz QUANTAR Software Spares 12,920.00 Discounted Price 11,588.00 159,680.00 127,744.00 38,400.00 30,720.00 172,472.00 149,809.00 Dispatch Sites Gold Elite Refreshes Elite LAN Network Gold Elite Server See Pricing - Dispatch breakout for pricing by Network Equipment site Radio Network Management Client 364,912.00 364,912.00 11,180.00 10,062.00 83,440.00 67,262.00 104,843.00 95,059.00 IP Logging System Archiving Interface Server Network Equipment Trunking IP Logging Recorder Spares 36,447.00 29,624.00 6,450.00 5,160.00 132,974.00 106,563.00 26,380.00 21,404.00 Total Equipment for Step 1 3,956,545.00 3,659,369.00 Fixed Network Systems Integration Total 1,653,541.00 Total Infrastructure, Equipment, and Systems Integration V1 5,312,910.00 Orange County, Florida Communications System Technology Refresh Proposal Addendum — November 3, 2010 Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page 5 -4 Pricing 5.1.2 Step 2 Cate Description Master MOSCAD Network Fault Manager 104,381.00 Discounted Price 93,942.90 Simulcast Prime Site Networking Equipment Simulcast Controllers Comparators Frequency Synchronization Spares 130,716.00 104,996.90 136,100.00 108,880.00 217,350.00 173,880.00 15,176.00 13,658.40 196,727.00 160,924.80 Simulcast Remote 800 MHz Base Stations Sites Networking Equipment 168 Base Stations, 4 Racks, 4 OP820, Combiner /Multicoupler/TTA Surge Suppression MOSCAD Remote Terminal Unit Frequency Synchronization RF Antennas /Transmission Lines 4,962,336.00 3,975,686.40 193,200.00 154,560.00 902,016.00 811,814.40 343,210.00 308,889.00 60,480.00 54,432.00 211,455.00 190,309.50 ASTRO 25 Repeater 800 MHz Base Stations Site Networking Equipment Northwest Tower 1 6- channel ASR Combiner /Multicoupler/TTA MOSCAD Remote Terminal Unit Spares 213,156.00 170,791.40 8,400.00 6,720.00 12,891.00 11,601.90 19,430.00 17,487.00 17,300.00 13,840.00 Total Equipment for Step 2 7,744,324.00 6,372,414.60 Fixed Network Systems Integration Total 3,612,850.00 Total Infrastructure, Equipment, and Systems Integration 9,985,264.60 Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Orange County, Florida Communications System Technology Refresh Proposal Addendum — November 3, 2010 Pricing 5 -5 5.1.3 Step 3 Cate .. Discounted Price Simulcast Prime Comparators 217,350.00 173,880.00 Simulcast Remote 800 MHz Base Stations 4,880,400.00 3,904,320.00 Sites 168 Base Stations Total Equipment for Step 3 5,097,750.00 4,078,200.00 Fixed Network Systems Integration Total WRZZ" 2,071,323.00 Total Infrastructure, Equipment, and Systems Integration 6,149,523.00 5.1.4 Step 4 Orange County, Florida Communications System Technology Refresh Proposal Addendum — November 3, 2010 Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page 5 -6 Pricing Orange County Subscriber Contract Valid through December 30, 2011 1 H97TGD9PW1N QA00569 QA00574 QA00577 Q806 H38 Q361 G996 W947 PMMN4060 PMAF4002 Q58 NNTN7080A APX 7000 III Portable PORTABLE APX7000 III 7/800 Primary Band VHF Secondary Band Color Display Astro Digital CAI Smartzone P25 Software Over the Air Reprogramming IV &D Public Safety Mic Public Safety Antenna 2 Year Extended Warranty Impress Charger 1 H98UCF9PW6N Q806 Q38 Q361 G996 W947 Q58 NTN1874 APX6000 Portable PORTABLE APX6000 II Digital CAI Smartzone P25 Software Over the Air Reprogramming IV &D 2 -Year Extended Warranty Impress Charger Contract Quantities Quantites Y6 -1111 1 -299 Units 300 Units Plus $2,576.00 $2,052.00 $1,779.00 $1,686.00 $1,157.00 $1,003.00 Quantity Quantity Quantity Quantity Quantity 100 -199 200 -299 300 -399 400 -499 500 Plus $4,920.00 $4,858.00 $4,797.00 $4,735.00 $4,674.00 $4,612.00 Quantity Quantity Quantity Quantity Quantity 100 -199 200 -299 300 -399 400 -499 500 Plus $3,701.00 $3,655.00 $3,609.00 $3,562.00 $3,516.00 $3,470.00 Motorola Confidential Restricted Orange County, Florida Use or disclosure of this proposal is Communications System Technology Refresh subject to the restrictions on the title page Proposal Addendum — November 3, 2010 Pricing 5 -7 XTS2500 1.5 Portable 1 H46UCD9PW5 N PORTABLE XTS2500 1.5 Radio Q574 9600 Baud Q883 Interoperability w/ P25 Q393 Smart Battery H885 2 -Year Extended Warranty NTN1873 NTN1873 Smart Charger 1 H97TGD9PW1N QA00569 QA00574 QA00577 Q806 H38 Q361 G996 W947 PMMN4060 PMAF4002 Q58 NNTN7080A APX 7000 III Portable PORTABLE APX7000 III 7/800 Primary Band VHF Secondary Band Color Display Astro Digital CAI Smartzone P25 Software Over the Air Reprogramming IV &D Public Safety Mic Public Safety Antenna 2 Year Extended Warranty Impress Charger 1 H98UCF9PW6N Q806 Q38 Q361 G996 W947 Q58 NTN1874 APX6000 Portable PORTABLE APX6000 II Digital CAI Smartzone P25 Software Over the Air Reprogramming IV &D 2 -Year Extended Warranty Impress Charger Contract Quantities Quantites Y6 -1111 1 -299 Units 300 Units Plus $2,576.00 $2,052.00 $1,779.00 $1,686.00 $1,157.00 $1,003.00 Quantity Quantity Quantity Quantity Quantity 100 -199 200 -299 300 -399 400 -499 500 Plus $4,920.00 $4,858.00 $4,797.00 $4,735.00 $4,674.00 $4,612.00 Quantity Quantity Quantity Quantity Quantity 100 -199 200 -299 300 -399 400 -499 500 Plus $3,701.00 $3,655.00 $3,609.00 $3,562.00 $3,516.00 $3,470.00 Motorola Confidential Restricted Orange County, Florida Use or disclosure of this proposal is Communications System Technology Refresh subject to the restrictions on the title page Proposal Addendum — November 3, 2010 Pricing 5 -7 XTS1500 1.5 Portable 1 H66UCD9PW5BN PORTABLE XTS1500 1.5 Radio Q574BJ P25 Software H885BK 2 Year Extended Warranty WPLN4111R Impress Charger 1 H97TGD9PW1N QA00569 QA00574 QA00577 Q806 H38 Q361 G996 W947 PMMN4060 PMAF4002 Q58 NNTN7080A APX 7000 III Portable PORTABLE APX7000 III 7/800 Primary Band VHF Secondary Band Color Display Astro Digital CAI Smartzone P25 Software Over the Air Reprogramming IV &D Public Safety Mic Public Safety Antenna 2 Year Extended Warranty Impress Charger 1 H98UCF9PW6N Q806 Q38 Q361 G996 W947 Q58 NTN1874 APX6000 Portable PORTABLE APX6000 II Digital CAI Smartzone P25 Software Over the Air Reprogramming IV &D 2 -Year Extended Warranty Impress Charger Contract Quantities Quantites Y6 -1111 1 -299 Units 300 Units Plus $2,576.00 $2,052.00 $1,779.00 $1,686.00 $1,157.00 $1,003.00 Quantity Quantity Quantity Quantity Quantity 100 -199 200 -299 300 -399 400 -499 500 Plus $4,920.00 $4,858.00 $4,797.00 $4,735.00 $4,674.00 $4,612.00 Quantity Quantity Quantity Quantity Quantity 100 -199 200 -299 300 -399 400 -499 500 Plus $3,701.00 $3,655.00 $3,609.00 $3,562.00 $3,516.00 $3,470.00 Motorola Confidential Restricted Orange County, Florida Use or disclosure of this proposal is Communications System Technology Refresh subject to the restrictions on the title page Proposal Addendum — November 3, 2010 Pricing 5 -7 Options Q625 Encryption Software PMMN4060 Public Safety Mic PMAF4002 Public Safety Antenna Options G996 Over the Air Reprogramming W947 IV &D Flash Code Software Upgrades XTL2500 Mobile 1 M21URM9PWIN Mobile XTL2500 G806 Digital CAI G51 G51 Smartzone G361 P25 Software G442 Control Head G444 Control Head Software G66 Dash Mount G335 Antenna W22 Palm Microphone B18 Speaker G78 2 -Year Extended Warranty Options G996 Over the Air Reprogramming W947 IV &D Flash Code Software Upgrades Orange County, Florida Communications System Technology Refresh Proposal Addendum — November 3, 2010 5 -8 Pricing $599.00 $131.00 $9.00 100 -299 300 Plus $2,972.00 $2,457.00 $2,129.00 $80.00 $160.00 Y6 -1111 $602.00 $842.00 $240.00 $80.00 $160.00 Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page XTL2500 Mobile 1 T7246B XTL2500 Analog Software Upgrade G808 Digital CAI Software G361 P25 Software 1 T7246B XTL2500 Analog Software Upgrade G808 Digital CAI Software G361 P25 Software W947 IV &D Software G996 Over the Air Programming 1 T7247B XTL2500 Digital Upgrade G361 P25 Software G996 Over the Air Programming W947 IV &D Software Orange County, Florida Communications System Technology Refresh Proposal Addendum — November 3, 2010 5 -8 Pricing $599.00 $131.00 $9.00 100 -299 300 Plus $2,972.00 $2,457.00 $2,129.00 $80.00 $160.00 Y6 -1111 $602.00 $842.00 $240.00 $80.00 $160.00 Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page XTL5000 Mobile 1 T6999A XTL5000 Analog Software Upgrade $915.00 G808 Digital CAI Software G361 P25 Software 1 T7246B XTL2500 Analog Software Upgrade $842.00 G808 Digital CAI Software G361 P25 Software W947 IV &D Solfware $160.00 G996 Over the Air Programming $80.00 1 T7247B XTL2500 Digital Upgrade $480.00 G361 P25 Software G996 Over the Air Programming W947 IV &D Software XTS2500 Portable 1 T6992 XTS2500 Analog Software $400.00 Q883 P25 Software with 3600 Interoperability 1 T6992 XTS2500 Analog Software $400.00 Q883 P25 Software with 3600 Interoperability W947 IV &D Solfware $160.00 G996 Over the Air Programming $80.00 XTS5000 Portable T6750 XTS5000 Analog Software Upgrade $652.00 Q808 Digital CAI Software Q361 P25 Software T6750 XTS5000 Analog Software Upgrade $652.00 Q808 Digital CAI Software Q361 P25 Software W947 IV &D Solfware $160.00 G996 Over the Air Programming $80.00 T6751 XTS5000 Digital Software Upgrade $480.00 G361 P25 Software G996 Over the Air Programming W947 IV &D Software Motorola Confidential Restricted Orange County, Florida Use or disclosure of this proposal is Communications System Technology Refresh subject to the restrictions on the title page Proposal Addendum — November 3, 2010 Pricing 5 -9 Communications System Agreement THIS COMMUNICATIONS SYSTEM AGREEMENT ( "Agreement ") is entered into as of the Effective Date by and between MOTOROLA, INC., a Delaware corporation ( "Motorola" or "Licensor") and ORANGE COUNTY ( "Customer" or "Licensee "), 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 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 takes precedence over the exhibits and any inconsistency between Exhibits A through J will be resolved in their listed order. Exhibit "A" Motorola Software License Agreement Exhibit "13-1" Payment Schedule Exhibit 11 13-2" System Pricing Exhibit "13-3" Subscriber Flash Pricing Exhibit "134" Trade -In Allowance Exhibit "C -1" System Description Exhibit "C -2" Work Sites Exhibit "D" Statement(s) of Work Exhibit "E" System Acceptance Certificate Exhibit "F" Coverage Acceptance Test Plan Exhibit "G" Equipment Lists Exhibit "H" Life Cycle Exhibit "i" Performance Schedule Exhibit "J" Customer Support Plan 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 attached hereto as Exhibit "F." 2.2. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing) at the completion of Stage 4, as defined in the SOW in Motorola's Proposal. 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; or is explicitly approved for release by written authorization of the disclosing Party. Notwithstanding the above, this Agreement shall be subject to the provisions of F.S. Chapter 119. 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. CSA v.11 -19 -10 Page 1 of 22 Motorola file no. 09- 29145/JHJ 2.6. "Equipment" means the equipment that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List attached hereto as Exhibit "G." 2.7 "Final Project Acceptance" means the date that all deliverables and other work in accordance with the Scope of Work have been completed per the terms of this Agreement. 2.8. "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). 2.9. "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. 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 Exhibit "C -1" 2.16. "Subsystem" means a major part of the System that performs specific functions or operations. Subsystems are described in Exhibit "C -2." 2,17. "System" means the Equipment, Software, and incidental hardware and materials that are combined together into an integrated system; the System is described in "Exhibit C -2." 2.18. "System Acceptance" means the Acceptance Tests have been successfully completed. 2.19. "Warranty Period' means one (1) year from the date of Final System Acceptance defined as complete system acceptance at the completion of Stage 4 of the implementation or Beneficial Use of Stage 4. 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 and the scope of work attached hereto as Exhibit "D." 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 shall perform requested changes unless both Parties have agreed to such changes by way of written change order executed by both Parties. CSA v.11 -19 -10 Page 2 of 22 Motorola file no. 09- 29145/JHJ 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 until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date, Customer may order additional Equipment or Software if it is 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 or Software, Title and risk of loss to additional Equipment will pass and warranty will commence upon delivery and acceptance by Customer within five (5) business days from receipt of the Equipment, and payment is due within forty -five (45) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online ("MOL"), and this Agreement will be the "Underlying Agreement" for those MOL transactions rather than the MOL On -Line Terms and Conditions of Sale. MOL registration and other information may be found at http:// www. motorola .com /businessandpovernment/ and the MOL telephone number is (800) 814 -0601. 3,5. MAINTENANCE SERVICE. During the Warranty Period, in addition to warranty services, Motorola will provide maintenance services for the Equipment and support for the Motorola Software pursuant to the Customer Support Plan set forth in Exhibit "J ." Those services and support are included in the Contract Price. If Customer wishes to purchase additional maintenance and support services for the Equipment during the Warranty Period, or any maintenance and support services for the Equipment either during the Warranty Period or after the Warranty Period, the description of and pricing for the services will be set forth in a separate document. If Customer wishes to purchase extended support for the Motorola Software after the Warranty Period, it may do so by ordering software subscription services. Unless otherwise agreed by the parties in writing, the terms and conditions applicable to those maintenance, support or software subscription services will be Motorola's Service Terms and Conditions and the Customer Support Plan set forth in Exhibit "J." 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 the Software License Agreement 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 the provisions of the standard license of the copyright owner and not the Software License Agreement. Motorola shall identify the Open Source Software, if any, to be provided under this Agreement and provide to Customer a list and a copy of the applicable standard license for the Open Source Software within forty -five (45) business days from the date of shipment. 3.8. SUBSTITUTIONS. At no additional cost to Customer, Motorola may after obtaining Customer's written approval, 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 and is approved by the Customer. Any substitution will be reflected in a change order. 3.9. 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 CSA v.11 -19 -10 Page 3 of 22 Motorola file no. 09- 291451JHJ by giving written notice to Motorola 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. Section 4 PERFORMANCE SCHEDULE The Parties will perform their respective responsibilities in accordance with the Performance Schedule attached hereto as Exhibit "I." By executing this Agreement, Customer authorizes Motorola to proceed with contract performance in accordance with the Performance Schedule. Section 6 CONTRACT PRICE, PAYMENT AND INVOICING 5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $20,746,223. Notwithstanding any other provision in this Agreement to the contrary, this amount represents Customer's maximum indebtedness for the System together with all related costs including, but not limited to transportation and reimbursables, 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 in accordance with a change order herein, 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 forty -five (45) 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, Inc. is 36- 1115800. 5.3. 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 receipt and acceptance of the delivery by Customer within five (5) business days. 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. 5.4. INVOICING ADDRESSES. Invoices will be sent to the Customer at the following address: 117 Orange County Radio Services, 3511 Parkway Center Court, Orlando, Florida 32808. 5.5. The city which is the ultimate destination where the Equipment will be delivered to Customer is Orlando, Florida The Equipment will be shipped to the Customer at the addresses of the Work Sites, which information shall be provided to Motorola by Customer at such time that the Equipment is ready to be shipped. Customer may change the invoicing and shipping information above by giving written notice to Motorola. Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. City will provide Motorola with access to the work sites or vehicles identified in Exhibit 11 C -3" ( "Work Sites "), so that Motorola may perform its duties in accordance with the Performance Schedule and Statement of Work. The City will also provide its own designated Project Manager. CSA v.11 -19 -10 Page 4 of 22 Motorola file no. 09- 29145/JHJ 6.2. SITE CONDITIONS. Motorola acknowledges that the Work Sites are located on property owned by the County. Customer makes no representation or warranties regarding the safety, security, or site conditions of the Work Sites. Motorola forever releases and discharges Customer, its officers, employees, agents, and representatives from any and all liability and damages to the extent caused by the County or Motorola's negligence arising out of or in connection with the safety, security, or site conditions of the Work Sites. Motorola shall indemnify and hold harmless Customer, its officers, employees, agents, and representatives from any and all liability and damages to the extent caused by Motorola's negligence arising out of or in connection with the safety, security, or site conditions of the Work Sites. If Motorola discovers a hazardous condition on the Work Site(s) that will materially impair Motorola's ability to carry out Motorola's obligations under this Agreement as it pertains to the installation of the System or Subsystem on the Work Site(s), it may stop work until the hazardous condition no longer impairs Motorola's ability to carry out Motorola's obligations hereunder as it pertains to the installation of the System or Subsystem on the Work Site(s). Motorola shall notify the Customer in writing within twenty - four (24) hours upon having discovered such hazardous condition. 6.3. SITE ISSUES. If a Party determines that the sites identified in Exhibit C are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in Exhibit C, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary to remove said sites from the plans and specifications. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order. Section 7 TRAINING The training to be provided by Motorola to Customer is described in the Training Guidelines described in Exhibit "D." Customer will notify Motorola immediately if a date change for a scheduled training program is required. If either Party incurs additional costs because of the other Party reschedules a training program less than thirty (30) days before its scheduled start date, either Party may recover these 'additional costs. Section 8 SYSTEM ACCEPTANCE 8.1, COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) business 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. The Acceptance Test Plan shall provide for the testing and acceptance of the system as a whole without regard to the testing of individual phases. If Customer determines during the Acceptance Tests that the System is deficient, Customer shall deliver written notification to Motorola describing said deficiency. Thereafter, Motorola shall have fifteen (15) days to provide a plan to cure to Customer, which cure plan shall be approved by Customer, from the date of Customer's written notice, or such other time as Customer and Motorola mutually agree in writing. Motorola shall have fifteen (15) days from Customer's approval of the cure plan to correct the deficiency(s), or for the period detailed and approved in the plan. If the deficiency(s) is timely and properly corrected, Customer shall execute an acceptance certificate. If Customer does not provide to Motorola a deficiency notice within forty -five (45) 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 and added to a punchlist. 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 CSA v.11 -19 -10 Page 5 of 22 Motorola file no. 09- 291451JHJ 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 PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed in accordance with the Scope of Work. When Final Project 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 Final Project Acceptance, the System functionality representation shall be 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; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; 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. Motorola warrants that the Equipment will be fit for use for the purposes described in this Agreement and all attachments hereto. If System or Subsystem Acceptance is delayed beyond six (6) months after delivery of shipment 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 or Subsystem Acceptance is delayed beyond six (6) months after delivery of shipment by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Equipment. 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 THIS 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 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. 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 or replace it with the same or equivalent product. 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 CSA v.11 -19 -10 Page 6 of 22 Motorola file no. 09.29145IJHJ labor rates. Repaired or replaced product shall be warranted for the balance of the Warranty Period. All replaced products or parts will become the property of Motorola. 9.6. 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. 9.7. 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. EXCEPT FOR THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY. 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. If either Party (including its other contractors) delays the Performance Schedule, the Parties will execute a change order to extend the Performance Schedule and, if requested and with not less than fourteen (14) days' notice, the responsible Party for the delay will compensate the other Party for all reasonable and actual charges incurred because of the delay. Motorola's 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. If Motorola delays the performance schedule, Motorola shall compensate the Customer for additional project management, associated costs and standby time incurred by the Customer that may be attributable to the delay; provided that costs not to exceed $500 /per day with a cumulative cap of $25,000. The parties will have a day- for -day credit for delays due to force majeure, Excuseable Delays and mutually agreed schedule changes. 10.3. Notwithstanding the foregoing, all reasonable and actual charges incurred because of a delay by a party, must either be agreed to by the parties at the time of such delay, or if such charges cannot be agreed by the parties at such time, determined by a court of competent jurisdiction. Each party has the duty to mitigate all costs and damages that may occur due to a delay. 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 of Florida. Venue shall be the Ninth District Circuit Court in and for Orange County, Florida. 11.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute ( "Notice of Dispute ") to the other Party specifying the nature of the 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. CSA v.11 -19 -10 Page 7 of 22 Motorola file no. 09- 291451JHJ 11.3 LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Dispute, either Party may then submit the Dispute to a court of competent jurisdiction in the State of Florida. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in Orange County, Florida over any claim or matter arising under or in connection with this Agreement. 11.4. CONFIDENTIALITY. Upon written notice by one party to the other that a party is communicating pursuant to subsection 11.2, all communications pursuant to subsection 11.2 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law; provided however, the parties agree that release of such information is governed by the provisions of the Florida Public Records Law, as codified in Chapter 119, Florida Statutes. 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 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. If Motorola is the defaulting Party, Customer may stop payment on the project until it approves Motorola's cure plan. With respect to any default under this Section, any Party shall have the right, but not the obligation, to cure such default by the payment of money or the performance of some other action for the account of and at the expense of the defaulting Party. In the event any Party shall cure a default, the Party in default shall reimburse the curing Party for all costs and expenses incurred in connection with such curative action, but not to exceed the specifications of this Agreement, within thirty (30) days of receipt of demand, together with reasonable documentation supporting the expenditures made. 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 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. Each Party shall have the right to prosecute any proceedings at law or in equity against any defaulting Party hereto, or any other person, violating or attempting to violate or defaulting upon any of the provisions contained in this Agreement, and to recover damages for any such violation or default. Section 13 INDEMNIFICATION 13.1. GENERAL INDEMNITY BY MOTOROLA. Motorola, and Motorola, on behalf of its employees, agents, contractors and their subcontractors shall indemnify, defend and hold harmless the Customer, its agencies, directors, officers, agents, representatives and employees, from and against any damages, liabilities, expense, judgment, suit, cause of action, losses and costs, including without limitation, reasonable attorneys' fees to the extent caused by the negligence, recklessness or intentionally wrongful conduct of Motorola, its officers, employees, agents, contractors and their subcontractors, or other persons employed or utilized by Motorola, in the performance of Motorola's obligations under this Agreement. 13,2, ENVIRONMENTAL INDEMNITY BY MOTOROLA. Motorola shall indemnify, defend, and hold Customer harmless from environmental liability, including without limitation, any and all claims, suits, demands, judgments, losses, costs, fines, penalties, damages, liabilities and expenses (including all costs and expenses of legally required cleanup, containment or other remediation, and all costs and expenses for investigation and defense thereof including, but not limited to, court costs, reasonable expert witness CSA 01 -19 -10 Page 8 of 22 Motorola fife no. 09- 29145/JHJ fees and attorney fees) arising from or in connection with (a) actions, or (to the extent Motorola was legally required to act) inactions, by Motorola, its officers, employees, agents, contractors and their subcontractors, or other persons employed or utilized by Motorola that result in a violation of any environmental law, ordinance, rule, regulation, judgment, permit, consent order, order or decree or that leads to an environmental claim or citation or to damages due to actions, or (to the extent Motorola was legally required to act) inactions, by Motorola, its officers, employees, agents, contractors and their subcontractors, or other persons employed or utilized by Motorola , or (b) any environmental, health or safety liabilities arising out of or relating to the performance of its obligations under this Agreement performed in connection with this Agreement by Motorola, its officers, employees, agents, contractors and their subcontractors, or other persons employed or utilized by Motorola. Customer's actions, inactions, responses, or remedial actions with regard to any real or reasonably perceived environmental harm or state or federal order or citation shall be within Customer's sole discretion and shall not be deemed to diminish or alter in any way the environmental indemnity by Motorola hereinabove stated. 13.3. VIOLATION OF LAWS INDEMNITY BY MOTOROLA. Motorola shall indemnify and hold the Customer harmless from liability from the violation of applicable laws by Motorola, including without limitation, any and all claims, suits, demands, judgments, losses, costs, fines, penalties, damages, liabilities and expenses (including all costs for legally required investigation and defense thereof including, but not limited to, court- awarded court costs, reasonable expert witness fees and attorney fees) arising from or based upon the violation of any applicable federal, state, or municipal laws, statutes, resolutions, rules or regulations, by Motorola or those under their control. This subsection will not be construed to create a separate cause of action from Section 15.9. 13.4. BREACH OF REPRESENTATIONS, WARRANTIES AND OBLIGATIONS BY MOTOROLA. Motorola shall indemnify and hold Customer harmless from liability from breach of representations, warranties and obligations, including without limitation any and all claims, suits, demands, judgments, losses, costs, fines, penalties, damages, liabilities and expenses (including all reasonable costs for investigation and defense thereof including, but not limited to, court- awarded court costs, reasonable expert witness fees and attorney fees) which may be incurred by, charged to or recovered from Customer, arising directly out of any breach of any terms, covenants, conditions or provisions of this Agreement and any representation or warranty made by Motorola in connection with this Agreement or in any obligation, certificate, document, writing or other instrument delivered by Motorola pursuant to this Agreement. 13.5. Motorola's duties to defend and indemnify the Customer in accordance with the entirety of Section 13.1 through 13.4, are conditioned upon: Customer promptly notifying Motorola in writing of a claim or violation; 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 claim or violation. 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 a claim, violation, or as agreed to in writing by Motorola, and in settlement of a claim or violation, 13.6. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola 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 Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This section sets forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way related to Customer's performance under this Agreement. Notwithstanding the foregoing, any indemnification given by the Customer shall be governed by the provisions and limitations of Section 768.28, Florida Statutes; and this indemnification by the Customer is not, nor shall it be construed as, a waiver of its sovereign immunity beyond the limited legislative waiver thereof in Section 768.28, Florida Statutes (2010), as authorized in Article X, Section 13, Florida Constitution (1968 Rev.), as amended. CSA 01 -19 -10 Page 9 of 22 Motorola file no. 09- 29145/JHJ 13.7. PATENT AND COPYRIGHT INFRINGEMENT. 13.7.1. 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 ( "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. 13.7.2. 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 Product; (b) replace or modify the Product so that it becomes non - infringing while providing functionally equivalent performance; or (c) accept the return of the Product and grant Customer a credit for the Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. 13.7.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the 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 Product; (c) 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 Product by a party other than Motorola; (e) use of the Product in a manner for which the 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 Product. 13.7.4. 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. 13.8. INSURANCE. Without limiting its liability under this Agreement, Motorola shall procure and maintain at its sole expense, during the term of the Agreement, insurance of the types and in the minimum amounts stated below. If applicable, Motorola will require that its subcontractors maintain similar of the types and limits stated below in proportion to the value of the work they perform. SCHEDULE LIMITS Workers' Compensation Florida Statutory Coverage Employers' Liability (including $100,000 Each Accident appropriate Federal Acts) $500,000 Disease /Policy Limit $100,000 Each Employee /Disease Commercial General Liability $2,000,000 General Aggregate ( Including Premises Operations (including Products /Comp. Ops Agg.) and Blanket Contractual Liability) $1,000,000 Personal /Advertising Injury $1,000,000 Each Occurrence CSA v.11 -19 -10 Page 10 of 22 Motorola file no. 09- 29145/JHJ $ 50,000 Fire Damage $ 5,000 Medical Expenses Orange County shall be listed as an additional insured under all of the above Commercial General Liability coverage. Business Automobile Liability $1,000,000 Combined Single Limit (All automobiles- owned, hired or non - owned) Automobile liability is required when services provide involve automobile use, including the delivery of goods. Said insurance shall be written by an insurer holding a current certificate of authority pursuant to Chapter 624, Florida Statutes. Such Insurance shall be written by an insurer with an A.M. Best Rating of "A VII" or better. Such insurance shall be endorsed to provide for a waiver of underwriter's rights of subrogation in favor of the City limited to work performed by Motorola. Within three (3) business days of the Effective Date of this Agreement and prior to commencing any work on the Project, Certificates of Insurance, approved by the Customer's Division of Insurance & Risk Management, evidencing the maintenance of the required insurance shall be furnished to the Customer, The certificates shall provide that no material alteration or cancellation, including expiration and non - renewal shall be effective until thirty (30) days after receipt of written notice by the Customer. 13.9. Anything to the contrary notwithstanding, the liability of the Motorola under this Agreement, shall survive and not be terminated, reduced or otherwise limited by any expiration or termination of insurance coverages. Neither approval nor failure to disapprove insurance furnished by the Motorola shall relieve the Motorola or its subcontractor's from the responsibility to provide insurance as required by this Agreement. 13.10 Bonds and Other Performance Security. Contractor shall not perform or commence any construction services for the Project until the following performance bond and labor and material payment bond or other performance security have been delivered to Customer: Bonds - Contractor shall provide to Customer, on forms furnished by Customer, a 100% Performance Bond a 100% Labor and Material Payment Bond for the Project performed under this Agreement in an amount not less than $20,746,223, which amount represents the contract price hereunder. No qualification or modifications to the Bond forms are permitted. To be acceptable to Customer as Surety for Performance Bonds and Labor and Material Payment Bonds, a Surety Company shall comply with the following provisions: .1 The Surety Company shall have a currently valid Certificate of Authority, issued by the State of Florida, Department of Insurance, authorizing it to write surety bonds in the State of Florida. .2 The Surety Company shall have a currently valid Certificate of Authority issued by the United States Department of Treasury under Sections 9304 to 9308 of Title 31 of the United States Code. .3 The Surety Company shall be in full compliance with the provisions of the Florida Insurance Code. .4 The Surety Company shall have at least twice the minimum surplus and capital required by the Florida Insurance Code during the life of this agreement. .6 If the Contract Award Amount exceeds $500,000, the Surety Company shall also comply with the following provisions: a. The Surety Company shall have at least the following minimum ratings in the latest issue of A.M. Best's Key Rating Guide. CSA v.11 -19 -10 Page 11 of 22 Motorola file no. 09- 29145/JHJ 1) Any risk or portion of any risk being reinsured shall be deducted in determining the limitation of the risk as prescribed in this section. These minimum requirements shall apply to the reinsuring carrier providing authorization or approval by the State of Florida, Department of Insurance to conduct business in this state has been met. 2) In the case of the surety insurance company, in addition to the deduction for reinsurance, the amount assumed by any co- surety, the value of any security deposited, pledged or held subject to the consent of the surety and for the protection of the surety shall be deducted. Section 14 Limitation of Liability Notwithstanding any other provision herein to the contrary and to the extent permitted by Florida law, except for personal injury, death, tangible or real property damage, and Motorola's total liability for breach of contract, negligence, warranties, indemnities or strict liability in tort or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the total Contract Price. IN NO EVENT WILL= EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. This provision is not, nor shall it be construed as, a waiver of the Customer's sovereign immunity beyond the limited legislative waiver thereof in § 768.28, Florida Statutes, as authorized by Article 10, § 13, Florida Constitution (1968 Rev.), as amended. 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. Notwithstanding the above, this Agreement shall be subject to the provisions of F.S. Chapter 119. In the event customer receives a demand for information under Florida Public Records Law (Chapter 119, Florida Statutes) and Motorola declares the records sought to be confidential under Florida law, customer shall notify Motorola and if Motorola directs that such records not be disclosed, and customer agrees not to disclose said records, Motorola hereby agrees to indemnify and hold customer harmless from any award of attorney's fees and costs, pursuant to CSA v.11 -19 -10 Page 112 of 22 Motorola file no. 09- 29145/JHJ POLICY REQUIRED HOLDER'S CONTRACT AMOUNT FINANCIAL RATING RATING $ 500,000 TO 1,000,000 A- CLASS IV 1,000,000 TO 2,500,000 A- CLASS V 2,500,000 TO 5,000,000 A- CLASS VI 5,000,000 TO 10,000,000 A- CLASS VII 10,000,000 TO 25,000,000 A- CLASS VIII 25,000,000 TO 50,000,000 A- CLASS IX 50,000,000 TO 75,000,000 A- CLASS X b. The Surety Company shall not expose itself to any loss on any one risk in an amount exceeding ten (10) percent of its surplus to policyholders, provided. 1) Any risk or portion of any risk being reinsured shall be deducted in determining the limitation of the risk as prescribed in this section. These minimum requirements shall apply to the reinsuring carrier providing authorization or approval by the State of Florida, Department of Insurance to conduct business in this state has been met. 2) In the case of the surety insurance company, in addition to the deduction for reinsurance, the amount assumed by any co- surety, the value of any security deposited, pledged or held subject to the consent of the surety and for the protection of the surety shall be deducted. Section 14 Limitation of Liability Notwithstanding any other provision herein to the contrary and to the extent permitted by Florida law, except for personal injury, death, tangible or real property damage, and Motorola's total liability for breach of contract, negligence, warranties, indemnities or strict liability in tort or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the total Contract Price. IN NO EVENT WILL= EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. This provision is not, nor shall it be construed as, a waiver of the Customer's sovereign immunity beyond the limited legislative waiver thereof in § 768.28, Florida Statutes, as authorized by Article 10, § 13, Florida Constitution (1968 Rev.), as amended. 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. Notwithstanding the above, this Agreement shall be subject to the provisions of F.S. Chapter 119. In the event customer receives a demand for information under Florida Public Records Law (Chapter 119, Florida Statutes) and Motorola declares the records sought to be confidential under Florida law, customer shall notify Motorola and if Motorola directs that such records not be disclosed, and customer agrees not to disclose said records, Motorola hereby agrees to indemnify and hold customer harmless from any award of attorney's fees and costs, pursuant to CSA v.11 -19 -10 Page 112 of 22 Motorola file no. 09- 29145/JHJ Chapter 119 F.S., by a Court against customer declaring that the withheld documents are public records and should have been disclosed. The consideration for this indemnification by Motorola is customer's agreement to withhold records from disclosure to protect Motorola's Proprietary Rights. 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, 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. 15.3. FLORIDA PUBLIC RECORDS LAW. Notwithstanding any provision in this Agreement to the contrary, the parties agree that: Customer is a municipal corporation in the State of Florida and is subject to Chapter 119, Florida Statutes, and related statutes known as the "Public Records Laws" and that this Agreement shall be a public record as defined therein. Any specific information that Motorola claims to be Confidential must be clearly identified as such by Motorola. To the extent consistent with Florida Law, Customer shall maintain the confidentiality of all such information marked by Motorola as confidential. If a request is made to view such Confidential Information, Customer will notify Motorola of such request and the date that such records will be released to the requester unless Motorola obtains a court order enjoining such disclosure. If Motorola fails to obtain that court order enjoining disclosure, Customer will release the requested information on the date specified. Such release shall be deemed to be made with Motorola's consent and will not be deemed to be a violation of law, including but not limited to laws concerning trade secrets, copyright or other intellectual property; nor will such release be deemed to be a breach of this Agreement or any provision thereof. Section 16 GENERAL 16.1. TAXES. The Customer is exempt from the following taxes: (a) State of Florida Sales Tax by Certificate No. 26 -00- 107377 -54C; and (b) Manufacturer's Federal Excise Tax Registration No. 59- 6000.344. Accordingly, the Customer shall not be responsible for payment of any excise, sales, lease, use, property, or other taxes, assessments or duties related to the Equipment or other services provided hereunder. 16.2. ASSIGNABILITY AND SUBCONTRACTING. Neither Party may assign this Agreement without the prior written consent of the other Party. Consent of such assignment will not be unreasonably withheld by the parties. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. Notwithstanding the foregoing, Motorola may assign its right to receive payment under this Agreement without the prior consent of Customer. 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 CSA 01 -19 -10 Page 13 of 22 Motorola file no. 09- 29145/JHJ 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 AND COUNTERPARTS. 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. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original. The signatures to this Agreement may be executed on separate pages, and when attached to this Agreement shall constitute one complete 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 - Motorola, Inc. Attn: Judy Jean - Pierre 1301 E. Algonquin Road, IL02 -SH5 Schaumbueg, IL 60196 Judy. Jean- Pierre camotorola.com Customer - Johnny Richardson Purchasing Manager Orange County 400 E, South Street Orlando, FL 32802 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. Customer will obtain and comply with all Federal Communications Commission ( "FCC') licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 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, 5.2 and 5.5 (Contract Price and Invoicing and Payment); Subsection 9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of CSA v.11 -19 -10 Page 14 of 22 Motorola file no. 09- 29145/JHJ Liability); and Section 15 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 16. 16.12. NONDISCRIMINATION. In conformity with the requirements of Section 126.404, Ordinance Code: Motorola represents that it has adopted and will maintain a policy of non discrimination against employees or applicants for employment on account of race, religion, sex, color, national origin, age or handicap, in all areas of employment relations, throughout the term of this Agreement. Motorola agrees that, on written request, it will permit reasonable access to its records of employment, employment advertisement, application forms and other pertinent data and records, by the Executive Director of the Community Relations Commission, or successor agency or commission, for the purpose of investigation to ascertain compliance with the nondiscrimination provisions of this Agreement; provided however, that Motorola shall not be required to produce, for inspection, records covering periods of time more than one (1) year prior to the day and year first above written. Motorola agrees that, if any of the System to be provided pursuant to this Agreement are to be performed by a subcontractor, the provisions of this Section 16.12 shall be incorporated into and become a part of the subcontract. 16.13. PROMPT PAYMENT. 16.13.1 Generally. When Motorola receives payment from Customer for labor, services or materials furnished by subcontractors and suppliers hired by Motorola, Motorola shall remit payment due (less proper retainage) to those subcontractors and suppliers within fifteen (15) calendar days after Motorola's receipt of payment from Customer. Nothing herein shall prohibit Motorola from disputing, pursuant to the terms hereof, all or any portion of a payment alleged to be due to its subcontractors and suppliers. In the event of such dispute, Motorola may dispute the disputed portion of any such payment only after Motorola has provided notice to Customer and to the subcontractor and supplier whose payment is in dispute, which notice shall: (i) be in writing; (ii) state the amount in dispute; (iii) specifically describe the actions required to cure the dispute; and (iv) be delivered to Customer and said subcontractor or supplier within ten (10) calendar days after Motorola's receipt of payment from Customer. Motorola shall pay all undisputed amounts due within the time limits imposed by this Section. 16.13.2. Third Party Liability. The Prompt Payment requirements hereunder shall, in no way, create any contractual relationship or obligation between Customer and any subcontractor, supplier, or any third party or create any Customer liability Motorola's failure to make timely payments hereunder. However, Motorola's failure to comply with the Prompt Payment requirements shall constitute a material breach of Motorola's contractual obligations to Customer. As a result of said breach, Customer, without waiving any other available remedy it may have against Motorola, may: (i) issue joint checks; and (ii) charge Motorola a 0.2% daily late payment interest charge or charges specified in said Chapter 126 of the Code and in Chapter 218, Florida Statutes. 16.14. RETENTION OF RECORDS /AUDIT. Motorola and its subcontractors shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred in the provision of the System; and shall make such materials available at all reasonable times, during the period of this Agreement and for five (5) years from the date of final payment under this Agreement, for inspection and /or audit by Customer, All such documents relating to the services performed, System provided or money expended under this Agreement shall be open to Customer's inspection and audit during Motorola's regular business hours. In no event will Motorola be required to disclose its confidential or proprietary cost or pricing data. 16.15. ELIGIBLE PURCHASERS. To the extent allowed by their procurement laws, ordinances, rules, regulations, policy or protocols, the supplies, contract services, or capital improvements provided in this Agreement shall be available to all using agencies and other political subdivisions, districts, boards, agencies, public bodies politic and corporate, members of the State University System and State College System or authorities (collectively referred to as the "Other Agencies ") existing within and without Orange County that may desire to purchase the same at the contract price provided herein, provided however, this provision shall not replace or supersede any procurement laws, rules, regulations, policy or protocols applicable to said Other Agencies. CSA v.11 -19 -10 Page 15 of 22 Motorola file no. 09- 29145 /JHJ As Witnessed: MOTOROLA, INC., a Delaware corporation By: By: Print Nam): Print Name: Marshall Wright Its: MSSI Vice President STATE OF GEORGIA COUNTY OF FULTON The foregoing instrument was acknowledged before me this l % of November, 2010, by Marshall Wright the MSSI Vice President of Motorola, Inc., a Delaware corporation, on behalf of the corporation. Such persons are personally known to me. o y ; o � N F + A : �► (Print or type nam �OT�� y; a- NOTARY PUBLI BUG Q '. ORANGE COUNTY Witness: = W - By:� Print Name: Gc��s,uan Nam Joh�nnvi ha dson. CPPO, CFCM Titl . Manager, Aurchasing and Contracts Division STATE OF FLORIDA COUNTY OF ORANGE The foregoing instrument was acknowledged before me this day of November, 2010, by, both on behalf of Orange County. Such persons are personally known to me. [Print or type name] NOTARY PUBLIC CSA v.11 -19 -10 Page 16 of 22 Motorola file no. 09- 29145/JHJ Exhibit "A" SOFTWARE LICENSE AGREEMENT This Exhibit A Software License Agreement ( "Agreement') is between Motorola, Inc., a Delaware corporation ( "Motorola" or" Licensor") and Orange County, Florida ( "Customer" or "Licensee "). For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation" means product and software documentation that 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. 1A "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. 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 CSA v.11 -19 -10 Page 17 of 22 Motorola file no. 09- 29145/JHJ and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable). Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back- up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4. When using Motorola's Radio Service Software ( "RSS "), Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request. 4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ( "Auditor ") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. CSA v.11 -ig -10 Page 18 of 22 Motorola file no. 09- 29145 /JHJ Section 6 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de- compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period "). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error -free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally- equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6A. 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 the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the CSA v.11 -19 -10 Page 19 of 22 Motorola file no. 09- 29145/JHJ transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8,1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee, 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non - embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software- Restricted Rights clause at .FAR 52.227 -19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227 -7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. 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 CSA 01 -19 -10 Page 20 of 22 Motorola file no. 09- 29145/JHJ 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 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. 118 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. GSA v.11 -19 -10 Page 21 of 22 Motorola file no. 09- 29145/JHJ Exhibit "B" Payment Schedule The Contract Price in U.S. dollars is $20,746,223. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within forty -five (45) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution and in accordance with the following milestones. 1) 10% of Contract Value upon Execution 2) 10% of Contract Value upon completion of CDR 3) 40% of Contract Value upon receipt and inventory of Equipment 4) 20% of Contract Value upon Install Completion, 5% per Phase 5) 10% of Contract Value upon Conditional Acceptance, 2.5% per Phase. 6) 10% of Contract Value upon Final Acceptance Customer will complete inventory of equipment within five (5) business days of receipt of shipment. Equipment will be deemed accepted by the Customer on the 6 business day for receipt of shipment if the Customer has not completed the inventory within five (5) business days. Motorola reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola reserves the right to invoice for installations or civil work completed on a site -by -site basis, when applicable. CSA v.11 -19 -10 Page 22 of 22 Motorola file no. 09- 291451JHJ