HomeMy WebLinkAbout15-257RESOLUTION NO. 15-257
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF
ST. LUCIE COUNTY, FLORIDA AUTHORIZING THE LEASE PURCHASE
FINANCING OF THE ACQUISITION AND INSTALLATION OF CERTAIN
RADIO EQUIPMENT; APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF AN INTERLOCAL
AGREEMENT WITH MARTIN COUNTY, FLORIDA, AND AN
EQUIPMENT LEASE -PURCHASE AGREEMENT, COMMUNICATIONS
SYSTEM AGREEMENT AND SUA 11 ADDENDUM WITH MOTOROLA
SOLUTIONS, INC.; AUTHORIZING THE EXECUTION AND DELIVERY
OF OTHER DOCUMENTS REQUIRED IN CONNECTION THEREWITH;
PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the Board of County Commissioners (the "County Commission") of St. Lucie
County, Florida (the "County") has determined that a true and very real need exists for the
acquisition and financing of certain radio equipment (the "Equipment"); and
WHEREAS, the County has taken the necessary steps to arrange for the acquisition and
financing of such Equipment; and
WHEREAS, the proposal submitted by Motorola Solutions, Inc. ("Motorola") to the
County for the acquisition and financing of the Equipment contained the terms most
advantageous to the County; and
WHEREAS, the County now desires to authorize and approve the forms of an interlocal
agreement between the County and Martin County, Florida, an Equipment Lease -Purchase
Agreement Lease Number 12345 (or such other number which is assigned by Motorola,
between the County and Motorola, as lessor (the "Equipment Lease -Purchase Agreement"),
Communications System Agreement between the County and Motorola (the "Communications
System Agreement"), and a SUA II Addendum between the County and Motorola (the "SUA 11
Addendum") (together with any other agreements attached hereto as Exhibit 8, collectively, the
"Agreements"), in connection with the lease purchase financing of the Equipment, in
substantially the forms attached hereto as Exhibit B; and
WHEREAS, the Equipment Lease -Purchase Agreement does not obligate the County
beyond 12 months; and
WHEREAS, the transaction costs to the County associated with execution and delivery of
the Equipment Lease -Purchase Agreement includes financial advisory and legal fees and
expenses and such other expenses as my be necessary of incidental; and
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NOW, THEREFORE, IT IS HEREBY ADOPTED BY THE COUNTY COMMISSION OF MARTIN
COUNTY, FLORIDA:
SECTION 1. AUTHORITY FOR RESOLUTION. This Resolution is adopted pursuant to
the Constitution of the State of Florida, Chapter 125, Florida Statutes, and other applicable
provisions of law (collectively, the "Act").
SECTION 2. RECITALS.
(A) The findings and declarations of the County contained in the above
WHEREAS clauses are hereby incorporated as a part of this Resolution.
(B) It is in the best interests of the County and its inhabitants to acquire and
finance the Equipment as contemplated hereunder.
(C) It is hereby ascertained, determined and declared that, in light of
prevailing and anticipated market conditions, it is in the best interest of the County to enter
into the Agreements upon the satisfaction of the conditions set forth in Section 3 hereof.
SECTION 3. AUTHORIZATION OF LEASE -PURCHASE FINANCING AND AGREEMENTS.
(A) The County is hereby authorized to execute and deliver the Equipment
Lease -Purchase Agreement in an aggregate principal amount not to exceed $5,300,000 for a
term that ends on or before December 31, 2030, at an interest rate of not to exceed 3.54%.
Subject to compliance with the parameters in the immediately preceding sentence, the
Chairman, or in his unavailability, the Vice Chairman (collectively, the "Chair") is hereby
authorized to execute and deliver the Agreements.
(B) Because of the characteristics of the Equipment Lease -Purchase
Agreement, prevailing market conditions, and additional savings to be realized from an
expeditious execution and delivery of the Equipment Lease -Purchase Agreement, it is in the
best interest of the County to execute and deliver the Equipment Lease -Purchase Agreement in
a private negotiated financing transaction. Prior to the execution and delivery of the
Equipment Lease -Purchase Agreement, the County shall receive a Disclosure Letter from the
Lessor containing the information required by Section 218.385, Florida Statutes, a form of
which is attached hereto as Exhibit A.
(C) The Agreements, substantially in the forms attached hereto as composite
Exhibit B, are hereby approved, with such omissions, insertions and variations as may be
approved on behalf of the County by the Chairman, such approval to be evidenced conclusively
by the Chairman's execution thereof. Subject to compliance with the parameters in Section
3(A) hereof, the Chairman is hereby authorized to execute and deliver the Agreements,
substantially in the forms attached hereto as composite Exhibit B. to be attested by the Clerk of
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the Circuit Court or any Deputy Clerk (collectively, the "Clerk") and to be approved as to form
and legality by the County Attorney.
SECTION 4. ADDITIONAL AUTHORIZATIONS; NO PERSONAL LIABILITY. The
Chairman, the County Administrator, the Clerk, the County Attorney and the officers and agents
of the County, are hereby authorized and directed to do all acts and things required by them by
the provisions of the Agreements in connection with the lease purchase financing of the
acquisition of the Equipment, to the extent that full compliance with the terms thereof shall be
effected.
SECTION 5. SEVERABILITY. If any provision of this Resolution shall be held or
deemed to be or shall, in fact, be illegal, inoperative or unenforceable in any context, the same
shall not affect any other provision herein or render any other provision (or such provision in
any other context) invalid, inoperative or unenforceable to any extent whatever.
SECTION 6. REPEALER. All resolutions or parts thereof in conflict herewith, if any, are
hereby repealed.
SECTION 7. EFFECTIVE DATE. This Resolution shall take effect immediately upon its
adoption and authentication as provided by law.
After motion and second, the vote on this resolution was as follows:
Commissioner Kim Johnson, Chairman AYE
Commissioner Chris Dzadovsky, Vice Chairman AYE
Commissioner Tod Mowery AYE
Commissioner Paula A. Lewis AYE
Commissioner Frannie Hutchinson t % AYE
PASSED AND DULY ADOPTED this day of `c`' eu� 12015.
ATTEST:
BOARD OF COUNTY COMMISSIONERS
ST. LUCIE COUNTY, FLORIDA
BY
y Clerk
APPROVED AS TO FORM AND
CORRECTNESS:
County Attorney
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EXHIBIT A
FORM OF DISCLOSURE LETTER
The undersigned, as lessor, proposes to negotiate with St. Lucie County, Florida (the
"County") for the execution and delivery of the Equipment Lease -Purchase Agreement, as such
term is defined in a resolution adopted by the Board of County Commissioners of the County on
December 15, 2015 (the "Resolution"). Prior to the execution and delivery of the Equipment
Lease -Purchase Agreement, the following information is hereby furnished to the County:
1. Set forth is an itemized list of the nature and estimated amounts of expenses to
be incurred for services rendered to us (the "Lessor") in connection with the execution and
delivery of the Equipment Lease -Purchase Agreement (any such fees and expenses to be paid
by the County):
None
2. (a) No other fee, bonus or other compensation is estimated to be paid by the
Lessor in connection with the execution and delivery of the Equipment Lease -Purchase
Agreement to any person not regularly employed or retained by the Lessor (including any
"finder" as defined in Section 218.386(1)(a), Florida Statutes), except as specifically enumerated
as expenses to be incurred by the Lessor, as set forth in paragraph (1) above.
(b) No person has entered into an understanding with the Lessor, or to the
knowledge of the Lessor, with the County, for any paid or promised compensation or valuable
consideration, directly or indirectly, expressly or implied, to act solely as an intermediary
between the County and the Lessor or to exercise or attempt to exercise any influence to effect
any transaction in the purchase of the Lessor.
3. The amount of the upfront fee or spread expected to be realized by the Lessor is
$a
4. The management fee to be charged by the Lessor is $0.
5. Truth -in -Bonding Statement:
The Equipment Lease -Purchase Agreement is being executed and delivered to finance
the acquisition of radio equipment.
The Equipment Lease -Purchase Agreement is payable from lawful funds of the County,
subject to annual appropriation, in the manner and to the extent described in the Equipment
Lease -Purchase Agreement. Execution and delivery of the Equipment Lease -Purchase
Agreement is estimated to result in a maximum of $ of revenues of the
County not being available to finance the services of the County in each year during the life of
the Equipment Lease -Purchase Agreement.
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6. The name and address of the Lessor is as follows:
Motorola Solutions, Inc.
1303 E. Algonquin Road
Schaumburg, Illinois 60196
IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statement on
behalf of the Lessor this day of December, 2015.
MOTOROLA SOLUTIONS, INC.
By:_
Name
Title:
David A. Kliefoth
Authorized Signatory
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EXHIBIT B
FORM OF AGREEMENTS
• Equipment Lease -Purchase Agreement
• Communications System Agreement
• SUA II Addendum between St. Lucie County and Motorola
25090/024/01071475.DC)Cv5
aM070ROLA SOLUTIONS
December 2, 2015
Mr. Ron Parrish
St. Lucie County, Florida
2300 Virginia Ave
Fort Pierce FL 34982
Dear Mr. Parrish:
Enclosed for your review please find the Municipal Lease documentation in connection with the radio
equipment to be leased from Motorola. The interest rate and payment streams outlined in Equipment
Lease -Purchase Agreement #23822 are valid for contracts that are executed and returned to Motorola on
or before December 31, 2015. After 12/31/15, the Lessor reserves the option to re -quote and re -price
the transaction based on current market interest rates.
Please have the documents executed where indicated and forward the documents to the following
address:
Motorola Credit Corporation
Attn: Bill Stancik / 9th Floor
1303 E. Algonquin Rd
Schaumburg, IL 60196
Should you have any questions, please contact me at 847-538-4531.
Thank You,
MOTOROLA CREDIT CORPORATION
Bill Stancik
LESSEE FACT SHEET
Please help Motorola Solutions, Inc, provide excellent billing service by providing the following
information:
1. Complete Billing Address 5T. LUCIE COUNTY, FLORIDA
Attention:
Phone:
2, Lessee County Location:
3. Federal Tax I.D. Number
4. Purchase Order Number to be referenced on invoice (if necessary) or other
"descriptions" that may assist in determining the applicable cost center or department:
5. Equipment description that you would like to appear on your invoicing:
Appropriate Contact for Documentation / System Acceptance Follow-up:
6, Appropriate Contact &
Mailing Address
Phone:
Fax:
7. Payment remit to address: Motorola Credit Corp.
P.O. Box 71132
Chicago IL 60694-1132
Thankyou
EQUIPMENT LEASE -PURCHASE AGREEMENT
LESSEE:
ST. LUCIE COUNTY, FLORIDA
2300 Virginia Ave
Fort Pierce FL 34982
Lease Number: 23822
LESSOR:
Motorola Solutions, Inc.
1303 E. Algonquin Rd.
Schaumburg, IL 60196
Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the Equipment described
in any Schedule A now or hereafter attached hereto ( "Equipment") in accordance with the following terms
and conditions of this Equipment Lease -Purchase Agreement ("Lease").
Term. This Lease will become effective upon the execution hereof by Lessor. The Term of
this Lease will commence on the Commencement Date specified in Schedule A and expire on the following
September 30 unless extended as provided herein orunless terminated according to terms hereof or the
purchase option, provided in Section 18, is exercised such original term and all renewal terms being
referred to herein as the ("Lease Term"). Lessee shall be deemed to have exercised its option to continue
this Lease as of each September 30 through the following September 30 unless Lessee shall have elected
to terminate this Lease pursuant to Section 5 or 18 hereof.
2. Rent, Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so called),
including the interest portion, in the amounts specified in Schedule B. The Lease Payments will be payable
without notice or demand at the office of the Lessor (or such other place as Lessor or its assignee may
from time to time designate in writing), and will commence on the first Lease Payment Date as set forth
in Schedule B and thereafter on each of the Lease Payment Dates set forth in Schedule B. Any payments
received later than thirty (30) days from the due date will bear interest from the due date, until paid, at
2.50% over the Wall Street Journal prime rate, or the highest lawful rate, whichever is less. Except as
specifically provided in Section 5 hereof, the Lease Payments will be absolute and unconditional in all
events and will not be subject to any set-off, defense, counterclaim, or recoupment for any reason
whatsoever. Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments
during the Lease Term. Lessee will seek funding each year as apart of its budget process. Although not
legally obligated to do so, it is Lessee's intent to make Lease Payments for the full Lease Term if funds are
legally available therefor and in that regard Lessee represents that the Equipment will be used for one or
more authorized governmental or proprietary functions essential to its proper, efficient and economic
operation.
Lessee's obligation to make Lease Payments and to pay any other amounts payable under this
Lease is unsecured and constitutes a current obligation payable only to the extent permitted by law and
exclusively from legally available funds and shall not be construed to be an indebtedness within the
meaning of any applicable constitutional or statutory limitation or requirement. Lessee has not pledged
and will not pledge its full faith and credit or its taxing power to pay any Lease Payments or any other
amounts under this Lease. Neither Lessor nor any Assignee (described below) may compel the levy of any
ad valorem taxes by Lessee to pay Lease Payments or any other amounts under this Lease.
3. Delivery and Acceptance. Lessor will cause the Equipment to be delivered to Lessee at the
location specified in Schedule A ("Equipment Location'). Lessee will accept the Equipment as soon as it
has been delivered and is operational. Lessee will evidence its acceptance of the Equipment by executing
and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor.
4. Representations and Warranties, Lessor acknowledges that the Equipment leased
hereunder is being manufactured and installed by Lessor pursuant to the Communications System
Agreement Lease Purchase between St. Lucie County and Motorola Solutions, Inc. dated December ,
2015 (the "Contract") covering the Equipment. Lessee acknowledges that on or prior to the date of
acceptance of the Equipment, Lessor intends to sell and assign Lessor's right, title and interest in and to
this Agreement and the Equipment to an assignee ("Assignee"). LESSEE FURTHER ACKNOWLEDGES THAT EXCEPT
AS EXPRESSLY SET FORTH IN THE CONTRACT, LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY NATURE OR KIND
WHATSOEVER, AND AS BETWEEN LESSEE ANDTHE ASSIGNEE, THE PROPERTY SHALL BE ACCEPTED BY LESSEE "AS IS" AND "WITH
ALL FAULTS." LESSEE AGREES TO SETTLE ALL CLAIMS DIRECTLY WITH LESSOR AND WILL NOT ASSERT OR SEEK TO ENFORCE ANY
SUCH CLAIMS AGAINST THE ASSIGNEE. NEITHER LESSOR NOR THE ASSIGNEE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER AS A RESULT OF THE LEASE OF THE EQUIPMENT,
INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, PROPERTY DAMAGE OR LOST PRODUCTION WHETHER SUFFERED BY
LESSEE OR ANY THIRD PARTY.
Lessor is not responsible for, and shall not be liable to Lessee for damages relating to loss of value
of the Equipment for any cause or situation (including, without limitation, governmental actions or
regulations or actions of other third parties),
5. Non -Appropriation of Funds. Notwithstanding anything contained in this Lease to the
contrary, in the event the funds appropriated by Lessee's governing body or otherwise available by any
means whatsoever in any fiscal year of Lessee for Lease Payments or other amounts due under this Lease
are insufficient therefor, this Lease shall terminate on the last day of the fiscal year for which
appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to
the portions of Lease Payments or other amounts herein agreed upon for which funds shall have been
appropriated and budgeted or are otherwise available. The Lessee will immediately notify the Lessor or
its Assignee of such occurrence. In the event of such termination, Lessor may request by written notice
that Lessee promptly deliver the Equipment to Lessor or its Assignee. In the event that Lessee agrees to
deliver the Equipment to Lessor, Lessee hereby agrees to transfer title to and deliver possession of the
Equipment in accordance with Section 17.1 of this Lease. In the event that Lessee does not return the
Equipment to Lessor, Lessor may proceed by appropriate court action or actions, either at law or in equity,
to recover damages; provided, however, any proceeds from a sale, lease or sublease of the Equipment in
the event of a non -appropriation in excess of the balance of any Lease Payments plus any other amounts
owed under the Lease, including all legal fees and other costs associated with such sale, lease or sublease,
must be immediately returned to the Lessee.
6. Lessee Certification. Lessee represents, covenants and warrants that: (i) Lessee is a duly
constituted political subdivision of the State of Florida; (ii) Lessee has sufficient monies available to make
all payments required to be paid under the Lease during the current fiscal year of the Lease, and such
monies have been or will be properly budgeted and appropriated for this purpose in accordance with
State law, (iii) Lessee will comply with the information reporting requirements of Section 149(e) of the
Code, and such compliance shall include but not be limited to the execution of information statements
requested by Lessor; (iv) Lessee will not do or cause to be done any act which will cause, or by omission
of any act allow, the Lease to be an arbitrage bond within the meaning of Section 148(a) of the Code;
(v) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, this
Lease to be a private activity bond within the meaning of Section 141(a) of the Code; (vi) Lessee will not
do or cause to be done any act which will cause, or by omission of any act allow, the interest portion of
the Lease Payments to be or become includible in gross income for Federal income taxation purposes
under the Code; and (vii) Lessee will be the only entity to own, use and operate the Equipment during the
Lease Term.
Lessee represents, covenants and warrants that (i) it will do or cause to be done all things necessary to
preserve and keep the Lease in full force and effect, (ii) it has complied with all County purchasing
regulations where necessary and by due notification presented this Lease for approval and adoption as a
valid obligation on its part and (iii) it has sufficient appropriations or other funds available to pay all
amounts due hereunder for the current fiscal year,
If the interest component of Lease Payments becomes includible in gross income of the owner or
owners thereof for federal income tax purposes for any reason other than a change in applicable Federal
tax laws, notwithstanding anything to the contrary contained in Section 11 of this Agreement, Lessee
agrees to pay promptly after any such determination of taxability and on each Lease Payment date
thereafter to Lessor an additional amount determined by Lessor to compensate such owner or owners for
the loss of such excludability (including, without limitation, compensation relating to interest expense,
penalties or additions to tax), which determination shall be conclusive (absent manifest error).
Notwithstanding anything herein to the contrary, any additional amount payable by Lessee pursuant to
this Section 6 shall be subject to the limitations set forth in Sections 2 and 5 hereof.
It is Lessor's and Lessee's intention that this Agreement not constitute a "true" lease for federal
income tax purposes and, therefore, it is Lessor's and Lessee's intention that Lessee be considered the
owner of the Equipment for federal income tax purposes.
7. Title to Equipment. During the Lease Term, title to the Equipment will vest in Lessee and
Lessor will have no security interest therein. Notwithstanding the obligations of Lessee to pay the Lease
Payments, this Lease shall not result in the creation of any lien, charge, security interest or other
encumbrance upon the Equipment or any other property of the Lessee, and Lessor shall have no right to
involuntarily dispossess Lessee of the use and enjoyment of or title to the Equipment.
8. Use; Repairs. Lessee will use the Equipment in a careful manner for the use contemplated
by the manufacturer of the Equipment and shall comply with all laws, ordinances, insurance policies and
regulations relating to, and will pay all costs, claims, damages, fees and charges arising out of the
possession, use or maintenance of the Equipment. Lessee, at its expense will keep the Equipment in good
repair and furnish all parts, mechanisms and devices required therefor.
9. Alterations. Lessee will not make any alterations, additions or improvements to the
Equipment without Lessor's prior written consent unless such alterations, additions or improvements may
be readily removed without damage to the Equipment
10. Location; Inspection. Unless the Equipment consists of mobile or portable radios, the
Equipment will not be removed from its permanent base location without Lessor's prior written consent
which will not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or
elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation,
11. Liens and Taxes. Lessee shall keep the Equipment free and clear of all levies, liens and
encumbrances. Lessee shall pay, when due, all charges and taxes (local, state and federal) which may now
or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the
Equipment, excluding however, all taxes on or measured by Lessor's income. If Lessee fails to pay said
charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges
and taxes. If Lessor pays any charges or taxes, Lessee shall reimburse Lessor therefor within thirty (30)
days of written demand.
12. Risk of Loss: Damage; Destruction. Lessee assumes all risk of loss or damage to the
Equipment from any cause whatsoever, and no such loss of or damage to the Equipment nor defect
therein nor unfitness nor obsolescence thereof shall relieve Lessee of the obligation to make Lease
Payments or to perform any other obligation under this Lease. In the event of damage to any item of
Equipment, Lessee will immediately place the same in good repair with the proceeds of any insurance
recovery applied to the cost of such repair, If Lessor determines that any item of Equipment is lost, stolen,
destroyed or damaged beyond repair, Lessee at the option of Lessor will: either (a) replace the same with
like equipment in good repair; or (b) on the next Lease Payment date, payoff the portion of the obligation
as may be attributable to the collateral destroyed or damaged beyond repair.
In the event that Lessee is obligated to make such payment with respect to less than all of the
Equipment, Lessor will provide Lessee with the pro rata amount of the Lease Payment and the Balance
Payment (as set forth in Schedule B) to be made by Lessee with respect to that part of the Equipment
which has suffered the Event of Loss.
13. Insurance. Lessee will insure the Equipment at its expense, maintain at all times during the
Lease Term property insurance and general liability insurance with respect to the Equipment in such
amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor, or Lessee may self -
insure against any or all such risks. All insurance covering loss of or damage to the Equipment shall be
carried in an amount no less than the amount of the then applicable Balance Payment with respect to
such Equipment. The initial amount of insurance required is set forth in Schedule B. Each insurance policy
will name Lessee as an insured and Lessor or its Assignee as an additional insured, Notice to Lessor or
Assignee at least thirty (30) days prior written notice of any alteration or cancellation shall be as provided
in the applicable policy provisions._ The proceeds of any such policies will be payable to Lessee and Lessor
or its Assignee as their interests may appear, Upon acceptance of the Equipment and upon each insurance
renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance, In the event that Lessee
has self-insured, Lessee will (1) be fully and financially responsible for any and all partial or total loss of
the Equipment; (2) repair or replace said Equipment to the extent available, or so much as thereof as may
be destroyed or damaged from any cause whatsoever, except for any Equipment destroyed or damaged
by any action of Motorola, as soon as possible; (3) in the event the Equipment cannot be repaired or
restored to a condition or value equivalent to its condition or value before the damage, or replaced by
comparable Equipment to pay the portion of the obligation as may be attributable to the Equipment
destroyed or damaged beyond repair; (4) to be fully and financially responsible for any loss, damage,
injury or accident involving or resulting from use of the Equipment to the extent permitted by Law; (5) in
the event that the Lessee obtains the insurance, then, in such event, all of the terms, conditions and
provisions of the Lease, regardingthe applicable insurance coverage shall be applicable for the remainder
of the term of the Lease; (6) notify Lessor in writing, immediately upon any loss of, or damage to, the
Equipment: and (7) notify Lessor with written notice of any claims for loss, damage, injury or accident
involving or resulting from use of the Equipment, and make available to Lessor all information and
documentation relating thereto.
14. Indemnification. Lessee shall, to the extent permitted by law, including without limitation
Section 768.28, Florida Statutes and solely from legally available non -ad valorem revenues, hold Lessor
harmless from, any and all claims, actions, proceedings, expenses, damages or liabilities, including
attorneys' fees and court costs, arising out of Lessee's negligence or breach of this Lease in connection
with the Equipment, including, but not limited to, its selection, purchase, delivery, possession, use,
operation, rejection, or return and the recovery of claims under insurance policies thereon.
Notwithstanding any provision within this Lease, nothing herein shall be construed as waiving the
sovereign immunity of the Lessee. Lessor shall hold Lessee harmless from any and all claims, actions,
proceedings, expenses, damages or liabilities, including attorney's fees and court costs arising out of
Lessor's negligence or breach of this Lease.
15. Assignment. Without Lessor's prior written consent, Lessee will neither (i) assign, transfer,
pledge, hypothecate, grant any security interest in or otherwise dispose of this Lease or the Equipment or
any interest in this Lease or the Equipment; nor (ii) sublet or lend the Equipment or permit it to be used
by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and
to this Lease, the Equipment and any documents executed with respect to this Lease and/or grant or
assign a security interest in this Lease and the Equipment, in whole or in part. Any such assignees shall
have all of the rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit
of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.
Lessee covenants and agrees not to assert against the Assignee any claims or defenses by way of
abatement, setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. No
assignment or reassignment of any of Lessor's right, title or interest in this Lease or the Equipment shall
be effective unless and until Lessee shall have received a notice of any such assignment, disclosing the
name and address of each such assignee; provided, however, that if such assignment is made to a bank or
trust company as paying or escrow agent for holders of certificates of participation in the Lease, it shall
thereafter be sufficient that a copy of the agency agreement shall have been deposited with Lessee until
Lessee shall have been advised that such agency agreement is no longer in effect. If required under
Section 149(a) of the Code, with the assistance of the Lessor, Lessee shall keep a complete and accurate
record of all such assignments during the Lease Term in form necessary to comply with Section 149(a) of
the Code, and the regulations, proposed or existing, from time to time promulgated thereunder. No
further action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will
acknowledge such assignments in writing if so requested.
After notice of such assignment, Lessee shall name the Assignee as additional insured and loss
payee in any insurance policies obtained or in force. Any Assignee of Lessor may reassign this Lease and
its interest in the Equipment and the Lease Payments to any other person who, thereupon, shall be
deemed to be Lessor's Assignee hereunder.
16. Event of Default. The term "Event of Default", as used herein, means the occurrence of any
one or more of the following events: (i) Lessee fails to make any Lease Payment (or any other payment)
as it becomes due in accordance with the terms of the Lease, and any such failure continues for thirty (30)
days after the notice thereof; (ii) Lessee fails to perform or observe any other covenant, condition, or
agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20)
days after written notice thereof by Lessor; (iii) the discovery by Lessor that any statement,
representation, or warranty made by Lessee in this Lease or in writing ever delivered by Lessee pursuant
hereto or in connection herewith is false, misleading or erroneous in any material respect; (iv) proceedings
under any bankruptcy, insolvency, reorganization or similar legislation shall be instituted against or by
Lessee, or a receiver or similar officer shall be appointed for Lessee or any of its property, and such
proceedings or appointments shall not be vacated, or fully stayed, within twenty (20) days after the
institution or occurrence thereof; or (v) an attachment, levy or execution is threatened or levied upon or
against the Equipment. A non -appropriation of funds in accordance with Section 5 hereof is not an "Event
of Default."
17. Remedies. Upon the occurrence of an Event of Default, and as long as such Event of Default
is continuing, Lessor may, at its option, exercise any one or more of the following remedies: (i) by written
notice to Lessee, declare all amounts then due under the Lease due and all remaining Lease Payments
due during the fiscal year in effect when the default occurs to be immediately due and payable,
whereupon the same shall become immediately due and payable; (ii) request by written notice that Lessee
promptly deliver the Equipment to Lessor or its Assignee; and (iii) exercise any other right, remedy or
privilege which may be available to it under applicable laws of the state of the Equipment Location or any
other applicable law or proceed by appropriate court action to enforce the terms of the Lease or to
recover damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment,
subject to the provision of Section 7 hereof. If Lessor terminates this Lease and receives possession of the
Equipment, Lessor may sell or lease the Equipment or sublease it for the account of Lessee. if the proceeds
of such sale, lease or sublease are not sufficient to pay the balance of any Lease Payments or other
amounts owed by Lessee under the Lease, Lessor may pursue such other remedies as are available at law
or in equity to collect the balance of such Lease Payments or other amounts from Lessee's legally available
funds If the proceeds of such sale, lease or sublease exceed the balance of any Lease Payments or other
amounts (including but not limited to legal fees and costs to liquidate the Equipment) owed by Lessee
under the Lease, Lessor shall immediately return such excess to the Lessee. In addition, Lessee will remain
liable for all covenants and indemnities under this Lease and for all legal fees and other costs and
expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies
listed above or any other remedy available to Lessor.
17.1. Return of the Equipment. In the event that Lessee determines to return the Equipment to
Lessor or its Assignee pursuant to Section 5 or 17 hereof, Lessee agrees to transfer title to and deliver
possession of the Equipment in the condition hereafter required by preparing and appropriately
protecting the Equipment for shipment and, at Lessor's option, (i) surrendering the Equipment to Lessor
at the Equipment Location specified in Schedule A hereto, or (ii) loading the Equipment on board such
carrier as Lessor shall specify and shipping the same, freight collect, to Lessor at the place designated by
Lessor. In the event of any such delivery ofthe Equipment to Lessor, Lessee shall execute and deliver such
documents as may reasonably be required to transfer title to and possession of the Equipment to Lessor,
free and clear of all liens to which the Equipment has become subject.
Upon such delivery of the Equipment to Lessor, if the Equipment is damaged or otherwise made
less suitable for the purposes for which it was manufactured than when delivered to Lessee (reasonable
wear and tear excepted), Lessee agrees, at its option, to: (a) repair or restore such Equipment to the same
condition in which it was received by Lessee (reasonable wear and tear excepted) and, at its expense,
promptly return such Equipment to Lessor (or to a location identified in a written notice to Lessee) or
(b) pay to Lessor the actual cost of such repair, restoration and return.
There is no intent to create under any provision of this Lease a right in Lessor to involuntarily
dispossess Lessee of the legal title to or the use of the Equipment. Lessor hereby irrevocably waives any
right to specific performance of any covenant of Lessee to transfer legal title to and return possession of
the Equipment.
18, Purchase Option. Upon thirty (30) days prior written notice from Lessee to Lessor, and
provided that no Event of Default has occurred and is continuing, or no event, which with notice or lapse
of time, or both could become an Event of Default, then exists, Lessee will have the right to purchase the
Equipment on the Lease Payment Dates set forth in Schedule B by paying to Lessor, on such date, the
Lease Payment then due together with the Balance Payment amount set forth opposite such date. Upon
satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and
interest in the Equipment to Lessee as is, without warranty, express or implied, except that the Equipment
is free and clear of any liens created by Lessor.
19. Notices. All notices to be given under this Lease shall be made in writing and mailed by
certified mail, return receipt requested, to the other party at its address set forth herein or at such address
as the party may provide in writing from time to time. Any such notice shall be deemed to have been
received five days subsequent to such mailing.
20. Section Headings. All section headings contained herein are for the convenience of
reference only and are not intended to define or limit the scope of any provision of this Lease.
21. Governing Low. This Lease shall be construed in accordance with, and governed by the laws
of, the State of Florida.
22. Delivery of Related Documents. Lessee will execute or provide, as requested by Lessor, such
other documents and information as are reasonably necessary with respect to the transaction
contemplated by this Lease.
23, Entire Agreement; Waiver. This Lease, together with the Delivery and Acceptance
Certificate and other attachments hereto, and other documents or instruments executed by Lessee and
Lessor in connection herewith, constitutes the entire agreement between the parties with respect to the
Lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed except with
the written consent of Lessee and Lessor. Any provision of this Lease, which is prohibited or
unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability, without invalidating the remaining provisions hereof. To the extent
permitted by applicable law, Lessee and Lessor hereby waive any provision of law that prohibits or renders
unenforceable any provision of this Lease in any respect.
The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not
operate as a waiver of any subsequent breach thereof.
24. Execution in Counterparts, This Lease may be executed in several counterparts, each of
which shall be deemed an original and all of which shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the 15th day of December, 2015.
Lessee:
BOARD OF COUNTY COMMISSIONERS
ATTEST: ST. LUCIE COUNTY, FLORIDA
BY:
Deputy Clerk
LESSOR:
MOTOROLA SOLUTIONS, INC.
BY:
Robert O'Keef
Corporate Vice -President and Treasurer
Chairman
APPROVED AS TO FORM
AND CORRECTNESS:
County Attorney
OPINION OF BOND COUNSEL
We have examined a record of proceedings with respect to the Equipment Lease -Purchase
Agreement dated as of December 15, 2015, by and between St. Lucie County, Florida (the "Lessee"), and
Motorola Solutions, Inc. (the "Lessor") (the "Lease") and in this capacity have reviewed a duplicate original
of the Lease. The terms capitalized in this opinion but not defined herein shall have the meanings assigned
to them in the Lease.
As to questions of fact material to our opinion, we have relied upon representations of the Lessee
contained in the Lease and in the certified proceedings related thereto and other certifications of public
officials furnished to us in connection therewith, without undertaking to verify the same by independent
investigation. Furthermore, we have assumed continuing compliance with the covenants and agreements
contained in the Lease. We have not undertaken an independent audit, examination, investigation or
inspection of the matters described or contained in any agreements, documents, certificates,
representations and opinions relating to the Lease, and have relied solely on the facts, estimates and
circumstances described and set forth therein. In our examination of the foregoing, we have assumed the
genuineness of signatures on all documents and instruments, the authenticity of documents submitted as
originals and the conformity to originals of documents submitted as copies.
Based on the foregoing, under existing law, we are of the opinion that:
1. The Lessee is, a duly created and validly existing political subdivision of the State of
Florida.
2. The Lessee has the right and power under the Constitution and Laws of the State of
Florida to execute and deliver the Lease, and the Lease has been executed and delivered by the Lessee
and is in full force and effect in accordance with its terms and is valid and binding upon the Lessee and is
enforceable in accordance with its respective terms, and no other authorization for the Lease is required.
3. Under existing statutes, regulations, rulings and court decisions, prior to the termination
of the Lease resulting from a Non -Appropriation or an Event of Default thereunder, the interest
component of the Lease Payments received by the Lessor is excluded from gross income for federal
income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum
tax imposed on individuals and corporations; however, it should be noted that with respect to certain
corporations, such interest component is taken into account in determining adjusted current earnings for
the purpose of computing the alternative minimum tax imposed on such corporations. The opinions set
forth above are subject to the condition that all requirements of the Internal Revenue Code of 1986, as
amended, must be satisfied subsequent to the delivery of the Lease in order that the interest component
be (or continues to be) excluded from gross income for federal income tax purposes. Failure to comply
with certain of such requirements could cause the interest component to be so included in gross income
retroactive to the date of delivery of the Lease, The Lessee has covenanted in the Lease to comply with
all such requirements. The Lease may result in collateral federal tax consequences to certain taxpayers.
We express no opinion regarding such federal tax consequences arising with respect to the Lease,
We express no opinion regarding the federal income tax or Florida tax consequences resulting
from the Lease or the receipt by the Lessor of payments under the Lease following the termination of the
Lease resulting from a Non -Appropriation or an Event of Default thereunder.
The opinions expressed in paragraph 2 hereof are qualified to the extent that the enforceability
of the Lease may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or
other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in
accordance with general principles of equity. Furthermore, as such opinions in paragraph 2 relate to the
Lease we are assuming the due authorization and execution of the Lease by the Lessor.
We have not been engaged or undertaken to review the compliance with laws of the State of
Florida orthe United States with regard to the sale or distribution of the Lease and we express no opinion
relating thereto.
The opinions set forth herein are expressly limited to, and we opine only with respect to, the laws
of the State of Florida and the United States of America. The only opinions rendered hereby shall be those
expressly stated as such herein, and no opinion shall be implied or inferred as a result of anything
contained herein or omitted herefrom.
This opinion is given as of the date hereof and we assume no obligation to update, revise or
supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention
that may hereafter occur.
All capitalized terms herein shall have the same meanings as in the Lease unless otherwise
provided herein.
Respectfully submitted,
Nabors, Giblin & Nickerson, P.A.
SCHEDULE A
EQUIPMENT LEASE -PURCHASE AGREEMENT
Schedule A 23822
Lease Number:
This Equipment Schedule dated as of December 15, 2015 is being executed by MOTOROLA
SOLUTIONS, INC. ("Lessor") and ST. LUCIE COUNTY, FLORIDA (Lessee"), as a supplement to, and is hereby
attached to and made a part of that certain Equipment Lease -Purchase Agreement Number 23822 dated
as of December 15, 2015 ("Lease"), between Lessor and Lessee.
Lessor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby accepts and
leases from Lessor under and pursuant to the Lease, subject to and upon the terms and conditions set
forth in the Lease and upon the terms set forth below, the following items of Equipment:
QUANTITY DESCRIPTION (Manufacturer, Model, and Serial Nos.)
Refer to attached Equipment List.
Equipment Location: i
Initial Term: 180 Months Commencement Date: 12/31/2015
First Payment Due Date: 12/31/2017
Expiration Date: 1/1/2031
14 Annual Payments as outlined in the attached Schedule B, plus Sales/Use Tax of $0.04, payable on the
Lease Payment Dates set forth in Schedule B.
EXECUTED as of the date first herein set forth.
Lessee:
BOARD OF COUNTY COMMISSIONERS
ATTEST: ST. LUCIE COUNTY, FLORIDA
Deputy Clerk
LESSOR:
MOTOROLA SOLUTIONS, INC.
BY:
Robert O'Keef
Corporate Vice -President and Treasurer
BY
Chairman
APPROVED AS TO FORM
AND CORRECTNESS:
BY:
County Attorney
St. Lucie County, Florida (Schedule B)
Compound Period: Annual
Nominal Annual Rate: 3.547%
CASH FLOW DATA
Event Date Amount Number Period End Date
1 Loan
12/31/2015
$ 8,967,201.00
1
2 Payment
12/31/2017
$ 699,185.40
1
3 Payment
12/31/2018
$ 699,185.40
1
4 Payment
12/31/2019
$ 699,185.40
1
5 Payment
12/31/2020
$ 699,185.40
1
6 Payment
12/31/2021
$ 699,185.40
1
7 Payment
12/31/2022
$ 699,185.40
1
8 Payment
12/31/2023
$ 699,185.40
1
9 Payment
12/31/2024
$ 1,049,185.40
7 Annual 12/31/2030
AMORTIZATION SCHEDULE - Normal Amortization, 360 Day Year
Date Payment Interest Principal Balance
Loan 12/31/2015 $ 8,967,201.00
1 12/31/2017 $ 699,185.40 $ 647,415.06 $ 51,770.34 $ 8,915,430.66
2 12/31/2018 $ 699,185.40 $ 316,230.33 $ 382,955.07 $ 8,532,475.59
3 12/31/2019 $ 699,185.40 $ 302, 646.91 $ 396, 538.49 $ 8,135, 937.10
4 12/31/2020 $ 699,185.40 $ 288,581.69 $ 410,603.71 $ 7,725,333.39
5 12/31/2021 $ 699,185.40 $ 274, 017.58 $ 425,167.82 $ 7,300,165.57
6 12/31/2022 $ 699,185.40 $ 258,936.87 $ 440,248.53 $ 6,859,917.04
7 12/31/2023 $ 699,185.40 $ 243,321.26 $ 455,864.14 $ 6,404,052.90
812/31/2024 $ 1,049,185.40 $ 227,151.76 $ 822,033.64 $5,582,019.26
9 12/31/2025 $ 1,049,185.40 $ 197,994.22 $ 851,191.18 $ 4,730,828.08
St. Lucie County, Florida (Schedule B) page 2
10 12/31/2026 $ 1,049,185.40 $ 167,802.47 $ 881,382.93 $ 3,849,445.15
11 12/31/2027 $ 1,049,185.40 $ 136, 539.82 S 912,645-58 $2,9-36,799.57
12 12/31/2028 $ 1,049,185.40 $ 104,168.28 $ 945,017.12 $ 1,991,782.45
13 12/31/2029 $ 1,049,185.40 $ 70,648.52 $ 978,536.88 $ 1,013,245.57
14 12/31/2030 $ 1,049,185.40 $ 35,939.83 $ 1,013,245.57 $ -
Grand Totals $ 12,238,595.60 $ 3,271,394.60 $ 8,967,201.00
Expiration Date: 1/1/2031
INITIAL INSURANCE REQUIREMENT: $8,967,201.00
Except as specifically provided in Section five of the Lease hereof, Lessee agrees to pay to Lessor or its
assignee the Lease Payments, including the interest portion, in the amounts and dates specified in the
above payment schedule.
Lessee:
BOARD OF COUNTY COMMISSIONERS
ATTEST: ST. LUCIE COUNTY, FLORIDA
BY:
Deputy Clerk
Chairman
APPROVED AS TO FORM
AND CORRECTNESS:
BY:
LESSOR:
MOTOROLA SOLUTIONS, INC.
BY:
Robert O'Keef
Corporate Vice -President and Treasurer
County Attorney
CERTIFICATE OF INCUMBENCY
do hereby certify that I am the duly elected or
(Signature of Deputy Clerk of St. Lucie County)
appointed and acting Deputy Clerk of ST. LUCIE COUNTY, FLORIDA, an entity duly organized and existing
under the laws of the State of Florida that I have custody of the records of such entity, and that, as of the
date hereof, the individuals named below are the duly elected or appointed officers of such entity holding
offices set forth opposite of their respective names. I further certify that (i) the signatures set opposite
their respective names and titles are their true and authentic signatures and (ii) such officers have the
authority on behalf of such entity to enter into that certain Equipment Lease Purchase Agreement number
23822 dated December 15, 2015, and Schedule A number 23822 dated December 1�, 2015, between ST.
LUCIE COUNTY, FLORIDA and Motorola Solutions, Inc. ,
Name Title Signature
Chairman
(Individual who signed Lease documents should be listed hLrL and sign where appiicahle)
IN WITNESS WHEREOF, I have executed this certificate and affixed the seal of ST. LUCIE COUNTY,
FLORIDA, hereto this 15th day of December, 2015.
By:
(Signature of Deputy Clerk of St. Lucie County)
SEAL
STATEMENT OF ESSENTIAL USE/SOURCE OF FUNDS
To further understand the essential governmental use intended for the equipment together with an
understanding of the sources from which payments will be made, plea address tlae followin uestions
by completing this form or by sending a separate letter;
3. What is the specific use of the equipment?
2. Why is the equipment essential to the operation of ST. LUCIE COUNTY, FLORIDA?
3. Does the equipment replace existing equipment?
If so, why is the replacement being made?
4. Is there a specific cost justification for the new equipment?
If yes, please attach outline of justification.
5. What is the expected source of funds for the payments due under the Lease for
the current fiscal year and future fiscal years?
Lessee:
BOARD OF COUNTY COMMISSIONERS
ATTEST: ST. LUCIE COUNTY, FLORIDA
BY:
Deputy Clerk Chairman
AND CORRECTNESS:
APPROVED AS TO FORM
BY:
County Attorney
EQUIPMENT LEASE PURCHASE AGREEMENT DELIVERY AND ACCEPTANCE
CERTIFICATE
The undersigned Lessee hereby acknowledges receipt of the Equipment described below ("Equipment")
and Lessee hereby accepts the Equipment after full inspection thereof as satisfactory for all purposes of
lease Schedule A to the Equipment Lease Purchase Agreement executed by Lessee and Lessor,
Equipment Lease Purchase Agreement Date: December --_, 2015
Lease Schedule A Date: December , 2015
Equipment Lease Purchase Agreement No.: 23822 Lease Schedule A No.: 23822
EQUIPMENT INFORMATION
QUANTITY MODEL NUMBER EQUIPMENT DESCRIPTION
Equipment referenced in lease Schedule A# 23822
dated December 2015. See Schedule A for a
detailed Equipment List.
LESSEE:
ST. LUCIE COUNTY, FLORIDA
By:
Date:
LESSEE RESOLUTION
At a duly called meeting of the Governing Body of the Lessee (as defined in the St. Lucie County, Florida
Lease No. 23822) held on December 15, 2015, the following resolution was introduced and adopted.
BE 1T RESOLVED by the Governing Board of Lessee as follows:
1. Determination of Need. The Governing Body of Lessee has determined that a true and very real
need exists for the acquisition of the Equipment or other personal property described in the Lease
between St. Lucie County, Florida (Lessee) and Motorola Solutions, Inc. (Lessor).
2. Approval and Authorization. The Governing body of Lessee has determined that the Lease,
substantially in the form presented to this meeting, is in the best interests of the Lessee for the
acquisition of such Equipment or other personal property, and the Governing Board hereby
approves the entering into of the Lease by the Lessee and hereby designates and authorizes the
following person(s) referenced in the Lease to execute and deliver the 'Lease on Lessee's behalf
with such changes thereto as such person deems appropriate, and any related documents,
including any escrow agreement, necessary to the consummation of the transactions
contemplated by the Lease.
3. Adoption of Resolution. The signatures referenced in the Lease from the designated individuals
for the Governing Body of the Lessee evidence the adoption by the Governing Body of this
Resolution.
Communications System Agreement
Lease Purchase
Motorola Solutions, Inc. ("Motorola") and St. Lucie County in Florida ("Customer") enter into this
"Agreement," pursuant to which Customer will purchase and Motorola will sell the System, as described
below. Motorola and Customer may be referred to individually as a "Party" and collectively as the
"Parties." For good and valuable consideration, the Parties agree as follows:
Section 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 F will be resolved in their listed order.
Exhibit A Motorola "Software License Agreement"
Exhibit B Motorola's Proposal dated November 24, 2015
Exhibit C Service Statement(s) of Work and "Service Terms and Conditions"
Exhibit D SUAII Addendum
Exhibit E SUAII SOW and Pricing Exhibits
Exhibit F "System Acceptance Certificate"
Section 2 DEFINITIONS
Capitalized terms used in this Agreement have the following meanings:
2.1. "Acceptance Tests" means those tests described in the Acceptance Test Plan.
2.2. "Administrative User Credentials" means an account that has total access over the operating
system, files, end user accounts and passwords at either the System level or box level. Customer's
personnel with access to the Administrative User Credentials may be referred to as the Administrative
User.
2.3. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational
purposes (excluding training or testing).
2.4. "Confidential Information" means all information deemed to be confidential pursuant to Florida law
and consistent with the fulfillment of this agreement that is (i) disclosed under this agreement in oral,
written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked
as confidential or its equivalent or (ii) obtained by examination, testing or analysis of any hardware,
software or any component part thereof provided by discloser to recipient. The nature and existence of
this agreement are considered Confidential Information. Confidential information that is disclosed orally
must be identified as confidential at the time of disclosure and confirmed by the discloser by submitting a
written document to the recipient within thirty (30) days after such disclosure. To the extent allowed by
law, the written document must contain a summary of the Confidential Information disclosed with enough
specificity for identification purpose and must be labeled or marked as confidential or its equivalent.
2.5. "Contract Price" means the price for the System, excluding applicable sales or similar taxes and
freight charges.
2.6, "Effective Date" means that date upon which the last Party executes this Agreement.
2.7. "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.
2.8. "Equipment Lease -Purchase Agreement" means the agreement by which Customer finances all
or a portion of the Contract Price.
CSA v-12-7-2015 Motorola Contract/Apttus No. 141095 Page 1
2.9. "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).
2.10. "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.
2.11. "Motorola Software" means Software that Motorola or its affiliated company owns.
2.12. "Non -Motorola Software" means Software that another party owns.
2.13. "Open Source Software" (also called "freeware" or "shareware") means software that has its
underlying source code freely available to evaluate, copy, and modify.
2.14. "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.
2.15. "Software" means the Motorola Software and Non-Motoro#a Software, in object code format that
is furnished with the System or Equipment.
2.16. "Specifications" means the functionality and performance requirements that are described in the
Technical and Implementation Documents.
2.17. "SUA" means Motorola's Software Upgrade Agreement program. This Agreement includes the
SUA II program.
2.18. "Subsystem" means a major part of the System that performs specific functions or operations.
Subsystems are described in the Technical and Implementation Documents.
2.19. "System" means the Equipment, Software, and incidental hardware and materials that are
combined together into an integrated system; the System is described in the Technical and
Implementation Documents.
2.20. "System Acceptance" means the Acceptance Tests have been successfully completed.
2,21. "Warranty Period" for Equipment and Motorola Software provided under this Agreement for the
System means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs
first.
Section 3 SCOPE OF AGREEMENT AND TERM
3.1. SCOPE OF WORK. Motorola will provide, install and test the System, and perform its other
contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual
responsibilities in accordance with this Agreement.
3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this
Agreement. If a requested change causes an increase or decrease in the cost or time required to
perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price,
Performance Schedule, or both, and will reflect the adjustment in a change order Neither Party is
obligated to perform requested changes unless both Parties execute a written change order.
3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by
mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues
until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last.
CSA v.12-7-2015 Motorola ContracVApttus No. 141095 Page 2
3A, 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 Statement of Work set forth in Exhibit B. 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 standard Service Terms and
Conditions, together with the appropriate statements of work.
3.5. 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.
3.6. NON -MOTOROLA SOFTWARE. Any Non -Motorola Software is licensed to Customer in
accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date
unless the copyright owner has granted to Motorola the right to sublicense the Non -Motorola Software
pursuant to the Software License Agreement, in which case it applies and the copyright owner will have
all of Licensor's rights and protections under the Software License Agreement. Motorola makes no
representations or warranties of any kind regarding Non -Motorola Software. Non -Motorola Software may
include Open Source Software. All Open Source Software is licensed to Customer in accordance with,
and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not
the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable
efforts to determine whether any Open Source Software will be provided under this Agreement; and if so,
identify the Open Source Software and provide to Customer a copy of the applicable standard license (or
specify where that license may be found); and provide to Customer a copy of the Open Source Software
source code if it is publicly available without charge (although a distribution fee or a charge for related
services may be applicable).
3.7. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment,
Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications
and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order.
Section 4 PERFORMANCE SCHEDULE
The Parties will perform their respective responsibilities in accordance with the Performance Schedule.
By executing this Agreement, Customer authorizes Motorola to proceed with contract performance.
Section 5 CONTRACT PRICE, PAYMENT AND INVOICING
5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $8,967,201.00. The Contract Price will
be paid via the disbursement of the financing proceeds pursuant to the Equipment Lease -Purchase
Agreement executed between the parties. For Customer's reference, the Federal Tax Identification
Number for Motorola Solutions, Inc.. is 36-1115800.
5.2. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre -pay and add all freight charges to the
invoices. Unless otherwise stated in the Equipment Lease -Purchase Agreement, title to the Equipment
will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Risk of
loss will pass to Customer upon delivery of the Equipment to the Customer. Motorola will pack and ship
all Equipment in accordance with good commercial practices.
5.3. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following
address: St. Lucie County Board of County Commissioners, 2300 Virginia Ave., Fort Pierce, FL 34982.
The address which is the ultimate destination where the Equipment will be delivered to Customer to the
CSA v.12-7-2015 Motorola Contract/Apttus No 141095 Page 3
Customer at the following address (insert if this information is known): St. Lucie County, Attn.: Ron
Parrish, Public Safety Director, 15305 W. Midway Road, Ft. Pierce, FL 34945. Customer may change
this information by giving written notice to Motorola.
Section 6 SITES AND SITE CONDITIONS
6.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement,
Customer will provide a designated project manager; ail necessary construction and building permits,
zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and
mounting locations; and access to the work sites or vehicles idenVied in Exhibit C as reasonably
requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and
Statement of Work. If the Statement of Work so indicates. Motorola may assist Customer in the local
building permit process.
6.2. SITE CONDITIONS Customer will ensure that all work sites it provides will be safe, secure, and
in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the
Statement of Work states to the contrary, Customer will ensure that these work sites have adequate:
physical space; air conditioning and other environmental conditions; adequate and appropriate electrical
power outlets, distribution, equipment and connections; and adequate telephone or other communication
lines (including modem access and adequate interfacing networking capabilities), all for the installation,
use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola
may inspect the work site and advise Customer of any apparent deficiencies or non -conformities with the
requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the
version of E.I.A. standard RS -222 in effect on the Effective Date.
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. 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
Any training to be provided by Motorola to Customer will be described in the Statement of Work.
Customer will notify Motorola immediately if a date change for a scheduled training program is required
If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30)
days before its scheduled start date, Motorola may recover these additional costs.
Section 8 SYSTEM ACCEPTANCE
8.1, COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten
(10) days notice before the Acceptance Tests commence. System testing will occur only in accordance
with the Acceptance Test Plan.
8.2. SYSTEM ACCEPTANCE. Motorola will provide to Customer at least ten (10) days notice before
the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test
Plan. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System
Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance
Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of
the System, acceptance of the individual Subsystem or phase will occur upon the successful completion
of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an
acceptance certificate for the Subsystem or prase. If Customer believes the System has failed the
completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific
details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after
completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the
completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially
CSA v,12-7-2015 Motorola Contract/Apttus No. 141095 Page
impair the operation of the System as a whole will not postpone System Acceptance or Subsystem
acceptance, but will be corrected according to a mutually agreed schedule.
8.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation
and testing responsibilities may be impeded if Customer begins using the System before System
Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without
Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not
responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon
commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the
System.
8.4 FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance
when all deliverables and other work have been completed. When Final Project Acceptance occurs, the
parties will promptly memorialize this fina# event by so indicating on the System Acceptance Certificate.
Section 9 REPRESENTATIONS AND WARRANTIES
9.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance
with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever
occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System
performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is
attached to or used in connection with the System or for reasons or parties beyond Motorola's control,
such as natural causes, 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. If System
Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within
Customer's control, this warranty expires eighteen (18) months after the shipment of the Equipment.
9.3. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License
Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the
terms of the Software License Agreement and the provisions of this Section 9 that are applicable to the
Motorola Software. if System Acceptance is delayed beyond six (6) months after shipment of the
Motorola Software by events or causes within Customer's control, this warranty expires eighteen (18)
months after the shipment of the Motorola Software, TO THE EXTENT, IF ANY, THAT THERE IS A
SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A
PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END
USER, THEN THAT AGREEMENT SUPERCEDES 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,
CSA v.12-7-2015 Motorola Contract/Apttus No. 141095 Page 5
replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola
Software. That action will be the full extent of Motorola's liability for the warranty claire. If this
investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding
to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced
product is warranted for the balance of the original applicable warranty period. All replaced products or
parts will become the property of Motorola
9.6. 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. MOTOROLA DISCLAIMS
ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Section 10 DELAYS
10.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if
caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay
performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers
the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the
Performance Schedule for a time period that is reasonable under the circumstances.
10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER If Customer (including its
other contractors) delays the Performance Schedule, it will make the promised payments according to the
Payment Schedule as if no delay occurred; and the Parties will execute a change order to extend the
Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred
because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for
additional freight, warehousing and handling of Equipment; extension of the warranties; travel;
suspending and re -mobilizing the work; additional engineering, project management, and standby time
calculated at then current rates; and preparing and implementing an alternative implementation plan.
Section 11 DISPUTES
The Parties will use the following procedure to address any dispute arising under this Agreement (a
„Dispute").
11.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the
laws of the State of Florida.
11.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice
of Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good
faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle
the Dispute and who are at a higher level of management than the persons with direct responsibility for
the matter and 2) direct communication between the executives If the Dispute has not been resolved
within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation
11.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice
to mediate from either Party ("Notice of Mediation"), Neither Party may unreasonably withhold consent to
the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request
that American Arbitration Association nominate a mediator. Each Party will bear its own costs of
mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the
mediation in good faith and will be represented at the mediation by a business executive with authority to
settle the Dispute.
CSA v.12-7-2015 Motorola Contract/Apttus No. 141095 Page 6
11.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days
after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent
jurisdiction in St. Lucie County, Florida. Each Party irrevocably agrees to submit to the exclusive
jurisdiction of the courts in such state over any claim or matter arising under or in connection with this
Agreement.
11.5, CONFIDENTIALITY. All communications pursuant to subsections 11.2 and 11.3 will be treated
as compromise and settlement negotiations for purposes of applicable rules of evidence and any
additional confidentiality protections provided by applicable law. The use of these Dispute resolution
procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the
rights of either Party.
Section 12 DEFAULT AND TERMINATION
12.1 DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this
Agreement, the other Party may consider the non-performing Party to be in default (unless a Force
Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written
and detailed notice of default. Except for a default by Customer for failing to pay any amount when due
under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days
after receipt of the notice of default to either cure the default or, if the default is not curable within thirty
(30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan
immediately after receipt of notice by the other Party that it approves the plan. If Customer is the
defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan.
12.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section
12.1, unless otherwise agreed in writing, the non -defaulting Party may terminate any unfulfilled portion of
this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non -
defaulting Party any of its Confidential Information. If Customer is the non -defaulting Party, terminates
this Agreement as permitted by this Section, and completes the System through a third Party, Customer
may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to
a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price.
Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges.
Section 13 INDEMNIFICATION
13.1. GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless
from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death,
or direct damage to tangible property which may accrue against Customer to the extent it is caused by
the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties
under this Agreement, if Customer gives Motorola prompt, written notice of any claim or suit. Customer
will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets forth the full
extent of Motorola's general indemnification of Customer from liabilities that are in any way related to
Motorola's performance under this Agreement.
13.2. GENERAL INDEMNITY BY CUSTOMER. To the extent allowed by law, 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.
CSA v.12-7-2015 Motorola Contract/Apttus No. 141095 Page 7
13.3. PATENT AND COPYRIGHT INFRINGEMENT
13.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on
a third -party claim alleging that the Equipment manufactured by Motorola or the Motorola Software
("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim")
Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in
writing of the Infringement Claim, Motorola having sole control of the defense of the suit and all
negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if
requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to
Motorola's obligation to defend, and subject to the same conditions, Motoroia 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.
13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its
option and expense: (a) procure for Customer the right to continue using the Motorola Product; (b)
replace or modify the Motorola Product so that it becomes non -infringing while providing functionally
equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for
the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be
calculated based upon generally accepted accounting standards.
13.3.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon:
(a) the combination of the Motorola Product with any software, apparatus or device not furnished by
Motorola', (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to
or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in
accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement
would not have occurred without such designs, specifications, guidelines or instructions; (d) a
modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a
manner for which the Motorola Product was not designed or that is inconsistent with the terms of this
Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that
is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its
indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the
Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived
by Motorola from Customer from sales or license of the infringing Motorola Product.
13.3.4. 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 Claire. In addition, the rights and remedies
provided in this Section 13 are subject to and limited by the restrictions set forth in Section 14.
Section 14 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty,
negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages
recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to
which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY
OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY
COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES,
PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE
OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA
PURSUANT TO THUS AGREEMENT. This limitation of liability provision survives the expiration or
termination of the Agreement and applies notwithstanding any contrary provision. No action for contract
breach or otherwise relating to the transactions contemplated by this Agreement may be brought more
than one (1) year after the accrual of the cause of action, except for money due upon an open account.
CSA v.12-7-2015 Motorola Cortract'Apttus No. 141095 Page 8
Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS
15.1 CONFIDENTIAL INFORMATION
15.1.1. Each party is a disclosing party ("Discloser") and a receiving party ("Recipient") under this
agreement. To the extent allowed by law, all Deliverables will be deemed to be Motorola's Confidential
Information. During the term of this agreement and for a period of three (3) years from the expiration or
termination of this agreement, Recipient will (i) not disclose Confidential Information to any third party; (ii)
restrict disclosure of Confidential Information to only those employees (including, but not limited to,
employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of
the same parent company), agents or consultants who must be directly involved with the Confidential
Information for the purpose and who are bound by confidentiality terms substantially similar to those in
this agreement; (iii) not copy, reproduce, reverse engineer, de -compile or disassemble any Confidential
Information; (iv) use the same degree of care as for its own information of like importance, but at least
use reasonable care, in safeguarding against disclosure of Confidential Information; (v) promptly notify
Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take
reasonable steps to regain possession of the Confidential Information and prevent further unauthohzed
actions or other breach of this agreement; and (vi) only use the Confidential Information as needed to
fulfill this agreement.
15.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can
demonstrate by documentation (i) is now available or becomes available to the public without breach of
this agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully
obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to
such disclosure; (v) is independently developed by Recipient without the use of any of Discloser's
Confidential Information or any breach of this agreement; or (vi) or is deemed to be confidential pursuant
to law.
15.1.3. All Confidential Information remains the property of the discloser and wi#I not be copied or
reproduced without the express written permission of the Discloser, except for copies that are absolutely
necessary in order to fulfill this Agreement. Within ten (10) days of receipt of Discloser's written request,
Recipient will return all Confidential Information to Discloser along with all copies and portions thereof, or
certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain
one (1) archival copy of the Confidential Information that it may use only in case of a dispute concerning
this Agreement. No license, express or implied, in the Confidential Information is granted other than to
use the Confidential information in the manner and to the extent authorized by this Agreement. The
Discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to
this Agreement.
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.
Section 16 GENERAL
16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other
taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola
CSA v.12-7-2015 Motorola Contract/Apttus No 141095 Page 9
is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to
Motorola the amount of the taxes (including any interest and penalties) within twenty (20) days after the
date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property
tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth.
16.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may
assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the
other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or
transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign
this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer.
In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"),
whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation
Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to
Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its
affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event.
Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under
this Agreement.
16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will
not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a
writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either
a future or continuing waiver of that same right or power, or the waiver of any other right or power.
16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or
unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and
effect.
16.5. INDEPENDENT CONTRACTORS. Each Party will perforin its duties under this Agreement as an
independent contractor. The Parties and their personnel will not be considered to be employees or
agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right
or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or
be interpreted as a joint venture, partnership or formal business organization of any kind.
16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are
inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of
the scope of the particuiar section to which the heading refers. This Agreement will be fairly interpreted in
accordance with its terms and conditions and not for or against either Party.
16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement
of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements,
proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement
may be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties
had executed it as a single document. The Parties may sign in writing, or by electronic signature,
including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff
image, of a signature, shall be treated as and shall have the same effect as an original signature. In
addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement
shall be treated as and shall have the same effect as an original signed copy of this document This
Agreement may be amended or modified only by a written instrument signed by authorized
representatives of both Parties. The preprinted terms and conditions found on any Customer purchase
order, acknowledgment or other form will not be considered an amendment or modification of this
Agreement, even if a representative of each Party signs that document.
16.8. NOTICES. Notices required under this Agreement to be given by one Party to the other must be
in writing and either personally delivered or sent to the address shown below by certified mail, return
receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express,
UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt:
CSA v.12-7-2015 Motorola Contract/Apttus No. 141095 Page 10
Motorola Solutions, Inc. St, Lucie County Board of County Commissioners
Attn: Judy Jean-Pierre 2300 Virginia Ave.
Legal, Government Affairs & Corporate Communications Fort Pierce, FL 34982
1303 E. Algonquin Road, IL01, 10" Floor
Schaumburg, IL 60196
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. ADMINISTRATOR LEVEL ACCOUNT ACCESS. Motorola will provide Customer with
Administrative User Credentials. Customer agrees to only grant Administrative User Credentials to those
personnel with the training or experience to correctly use the access. Customer is responsible for
protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among
other things, updating passwords when required. Customer may be asked to provide valid Administrative
User Credentials when in contact with Motorola System support. Customer understands that changes
made as the Administrative User can significantly impact the performance of the System. Customer
agrees that it will be solely responsible for any negative impact on the System or its users by any such
changes. System issues occurring as a result of changes made by an Administrative User may impact
Motorola's ability to perform its obligations under the Agreement or its Maintenance and Support
Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the
Statement of Work, may be necessary. To the extent Motorola provides assistance to correct any issues
caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will
be entitled to bill Customer and Customer will pay Motorola on a time and materials basis for resolving the
issue.
16.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this
Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non -Motorola Software); if any
payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection
9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of Liability); and
Section 15 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 16.
The Parties hereby enter into this Agreement as of the Effective Date. This Agreement may be executed
by each of the Parties hereto in separate counterparts, and shall have the same legal force and effect as
if the Parties had executed it as a single document. The parties may sign in writing, or by electronic
signature, including by email. An electronic signature, or a facsimile copy or computer image, such as a
PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an original
signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this
Agreement shall be treated as and shall have the same effect as an original signed copy of this
document.
Motorola Solutions, Inc. Customer
By: _
Name:
Title: _
Date:
By: _
Name:
Title: _
Date:
CSA v.12-7-2015 Motorola Contract/Apttus No. 141095 Page 11
Exhibit A
SOFTWARE LICENSE AGREEMENT
This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc
("Motorola") and St. Lucie County in Florida ("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.
1.4 "Open Source Software License" means the terms or conditions under which the Open Source
Software is licensed.
1.5 "Primary Agreement" means the agreement to which this exhibit is attached.
1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design,
implementation, or internal controls that could be exercised (accidentally triggered or intentionally
exploited) and result in a security breach such that data is compromised, manipulated or stolen or the
system damaged.
1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de -
compilations, disassemblies, emulations, or derivative works of such software; (ii) means any
modifications, enhancements, new versions and new releases of the software provided by Motorola, and
(iii) may contain one or more items of software owned by a third party supplier. The term "Software" does
not include any third party software provided under separate license or third party software not licensable
under the terms of this Agreement.
Section 2 SCOPE
Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain
proprietary Software or products containing embedded or pre -loaded proprietary Software, or both. This
Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and
Licensee's use of the Software and Documentation.
Section 3 GRANT OF LICENSE
3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola
grants to Licensee a personal, limited, non -transferable (except as permitted in Section 7) and non-
exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary
Agreement) embodied in the Software to use the Software, in object code form, and the Documentation
solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any
rights to source code
3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software,
the terms and conditions governing the use of such Open Source Software are in the Open Source
Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms
and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses
CSA v.12-7-2015 Motorola ContractlApttus No. 141095 Page 12
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.12-7-2015 Motorola Contract]Apttus No. 141095 Page 13
Section 5 OWNERSHIP AND TITLE
Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the
Software and Documentation, including, but not limited to, all rights in patents, patent applications,
inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating
to the Software and Documentation (including any corrections, bug fixes, enhancements, updates,
modifications, adaptations, translations, de -compilations, disassemblies, emuiations 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 wsll meet Licensee's particular
requirements. Motorola makes no representations or warranties with respect to any third party software
included in the Software.
6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to
use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts
will involve either replacing the media or attempting to correct significant, demonstrable program or
documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable
time, then at Motorola's option, Motorola will replace the defective Software with functionally -equivalent
Software, license to Licensee substitute Software which will accomplish the same objective, or terminate
the license and refund the Licensee's paid license fee.
6.3. Warranty claims are described in the Primary Agreement.
6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and
all other warranties (express or implied, oral or written) with respect to the Software or Documentation,
including, without limitation, any and all implied warranties of condition, title, non -infringement,
merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows,
has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether
arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola
disclaims any warranty to any person other than Licensee with respect to the Software or Documentation.
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-12-7-2015 Motorola ContractfApttus No. 141095 Page 14
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.
CSA x.12-7-2015 Motorola Contract/Apttus No. 141095 Page 15
Section 13 GENERAL
13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be
construed as an admission or presumption of publication of the Software or public disclosure of any trade
secrets associated with the Software.
13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws
and regulations of the United States and Licensee will comply with all applicable laws and regulations,
including export laws and regulations of the United States. Licensee will not, without the prior
authorization of Motorola and the appropriate governmental authority of the United States, in any form
export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or
technical data or direct or indirect products sold or otherwise furnished to any person within any territory
for which the United States Government or any of its agencies at the time of the action, requires an export
license or other governmental approval. Violation of this provision is a material breach of this Agreement.
13.3, ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its
obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or
consent of Licensee.
13.4. GOVERNING LAW, This Agreement is governed by the laws of the United States to the extent
that they apply and otherwise by the internal substantive laws of the State of Florida. The terms of the
U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the
Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law
(collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does
not govern any aspect of this Agreement or any license granted under this Agreement, or any of the
parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the
applicability of UCITA.
13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of
Motorola and Licensee. No third party has the right to make any claim or assert any right under this
Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing,
any licensor or supplier of third party software included in the Software will be a direct and intended third
party beneficiary of this Agreement.
13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement.
13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the
Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject
matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other
subject matter.
13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and
the acquisition of third party Software to limit Security Vulnerabilities. While no software can be
guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will
take the steps set forth in Section 6 of this Agreement.
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Exhibit B
Motorola's Proposal dated November 24, 2015
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Exhibit C
Service Terms and Conditions
Motorola Solutions, Inc. ("Motorola") and the St. Lucie County, FL ("Customer") hereby agree as follows
Section 1 APPLICABILITY
These Service Terms and Conditions apply to service contracts whereby Motorola will provide to
Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2)
installation services under a Motorola Installation Agreement.
Section 2 DEFINITIONS AND INTERPRETATION
2.1. "Agreement" means these Service Terms and Conditions; the cover page for the Service
Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are
incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these
Service Terms and Conditions take precedence over any cover page, and the cover page takes
precedence over any attachments, unless the cover page or attachment states otherwise.
2.2. `Equipment" means the equipment that is specified in the attachments or is subsequently added
to this Agreement.
2.3. "Services" means those installation, maintenance, support, training, and other services described
in this Agreement.
Section 3 ACCEPTANCE
Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the
Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of
this Agreement begins on the "Start Date" indicated in this Agreement.
Section 4 SCOPE OF SERVICES
4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of
work or other document attached to this Agreement. At Customer's request, Motorola may also provide
additional services at Motorola's then -applicable rates for the services.
4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be
used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and
routine service procedures that are prescribed by Motorola will be followed.
4.3. If Customer purchases from Motorola additional equipment that becomes part of the same
system as the initial Equipment, the additional equipment may be added to this Agreement and wiH be
billed at the applicable rates after the warranty for that additional equipment expires.
4.4. All Equipment must be in good working order on the Start Date or when additional equipment is
added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial
and model number list of the Equipment. Customer must promptly notify Motorola in writing when any
Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for
this Equipment will terminate at the end of the month in which Motorola receives the written notice.
4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in
hazardous environments.
CSA v.12-7-2015 Motorola Contract/Apttus No. 141095 Page 18
4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for
any reason, Motorola may modify the scope of Services related to that Equipment; remove that
Equipment from the Agreement; or increase the price to Service that Equipment.
4.7, Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to
Customer's notification in a manner consistent with the level of Service purchased as indicated in this
Agreement.
Section 5 EXCLUDED SERVICES
5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged
from use in other than the normal, customary, intended, and authorized manner; use not in compliance
with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect,
acts of God or other force majeure events
5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the
normal operation of the Equipment, such as batteries or magnetic tapes., upgrading or reprogramming
Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or
software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or
tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission
medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment
malfunction caused by the transmission medium.
Section 6 TIME AND PLACE OF SERVICE
Service will be provided at the location specified in this Agreement When Motorola performs service at
Customer's location, Customer will provide Motorola, at no charge, a non -hazardous work environment
with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of
liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer
will provide all information pertaining to the hardware and software elements of any system with which the
Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this
Agreement, the hours of Service will be 8:30 a.m. to 4:30 p. m., local time, excluding weekends and
holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or
expenses associated with helicopter or other unusual access requirements; if these charges or expenses
are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola
for those charges and expenses.
Section 7 CUSTOMER CONTACT
Customer will provide Motorola with designated points of contact (list of names and phone numbers) that
will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to
enable Customer's personnel to maintain contact, as needed, with Motorola.
Section 8 PAYMENT
Unless alternative .payment terms are stated in this Agreement, Motorola will invoice Customer in
advance for each payment period. All other charges will be billed monthly, and Customer must pay each
invoice in U.S. dollars within twenty (20) days of the invoice date. Customer will reimburse Motorola for
all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a
result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola)
by any governmental entity.
Section 9 WARRANTY
Motorola warrants that its Services under this Agreement will be free of defects in materials and
workmanship for a period of ninety (90) days from the date the performance of the Services are
compieted. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re -
CSA v.12-7-2015 Motorola Contract/Aptlus No. 141095 Page 19
perform the non -conforming Service or to refund, on a pro -rata basis, the fees paid for the non-
conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
Section 10 DEFAULTITERMINATION
10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-
performing party a written and detailed notice of the default. The non-performing party will have thirty
(30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and
begin implementing the cure plan immediately after plan approval. If the non-performing party fails to
provide or implement the cure plan, then the injured party, in addition to any other rights available to it
under law, may immediately terminate this Agreement effective upon giving a written notice of termination
to the defaulting party.
10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred
pursuant to this Agreement, including payments which may be due and owing at the time of termination.
All suras owed by Customer to Motorola will become due and payable immediately upon termination of
this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide
Services.
Section 11 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty,
negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law,
but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH
THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE
THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS
OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL,
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING
FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO
THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated
by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except
for money due upon an open account. This limitation of liability will survive the expiration or termination
of this Agreement and applies notwithstanding any contrary provision.
Section 12 EXCLUSIVE TERMS AND CONDITIONS
12.1, This Agreement supersedes all prior and concurrent agreements and understandings between
the parties, whether written or oral, related to the Services, and there are no agreements or
representations concerning the subject matter of this Agreement except for those expressed herein. The
Agreement may not be amended or modified except by a written agreement signed by authorized
representatives of both parties.
12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this
Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no
event will either party be bound by any terms contained in a Customer purchase order,
acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing
specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify
this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized
representatives of both parties.
CSA v.12-7-2015 Motorola Contract/Apttus No, 141095 Page 20
Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY
RIGHTS
13.1. Any information or data in the form of specifications, drawings, reprints, technical information or
otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed
proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may
not disclose, without Motorola's written permission or as required by iaw, any confidential information or
data to any person, or use confidential information or data for any purpose other than performing its
obligations under this Agreement. The obligations set forth in this Section survive the expiration or
termination of this Agreement.
13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any
manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have
no obligation to provide Customer with access to its confidential and proprietary information, including
cost and pricing data.
13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership
right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including
any intellectual property created as a result of or related to the Equipment sold or Services performed
under this Agreement.
Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS
Customer is solely responsible for obtaining licenses or other authorizations required by the Federal
Communications Commission or any other federal, state, or local government agency and for complying
with all rules and regulations required by governmental agencies. Neither Motorola nor any of its
employees is an agent or representative of Customer in any governmental matters.
Section 15 COVENANT NOT TO EMPLOY
During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will
not hire, engage on contract, solicit the employment of, or recommend employment to any third party of
any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This
provision applies only to those employees of Motorola or its subcontractors who are responsible for
rendering services under this Agreement. If this provision is found to be overly broad under applicable
law, it will be modified as necessary to conform to applicable law.
Section 16 MATERIALS, TOOLS AND EQUIPMENT
All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola
for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will
safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage
to this property, and return it to Motorola upon request. This property will be held by Customer for
Motorola's use without charge and may be removed from Customer's premises by Motorola at any time
without restriction.
Section 17 GENERAL TERMS
17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will
continue in full force and effect.
17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the
laws of the State in which the Services are performed.
17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege.
CSA v.12-7-2015 Motorola Contfact/Apttus No. 141095 Page 21
17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond
that party's reasonable control, such as strikes, material shortages, or acts of God.
17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its
duties under this Agreement.
17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or
obligations hereunder without the prior written consent of the other Party, which consent will not be
unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent
will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or
its right to receive payment without the prior consent of Customer. In addition, in the event Motorola
separates one or more of its businesses (each a "Separated Business"), whether by way of a sale,
establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without
the prior written consent of the other Party and at no additional cast to Motorola, assign this Agreement
such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its
affiliates, to the extent applicable) following the Separation Event
17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY
ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES
A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO
DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY
DATE, At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates.
17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and
conditions in effect at the time of the termination or expiration will apply to those Services and Customer
agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates.
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Exhibit D
SUAII Addendum
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SUA II Addendum
Motorola Solutions, Inc. ("Motorola") and St. Lucie County, FL ("Customer") enter into this Addendum,
pursuant to which Customer will purchase and Motorola will sell the System Upgrade Services, 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 D will be resolved in their listed order.
Exhibit A Service Terms and Conditions (Exhibit D to the Communications System Agreement)
Exhibit B Customer's existing Software License Agreement (Exhibit A to the Communications
System Agreement)
Exhibit C SUA It Statement of Work
Exhibit D Pricing and Payment
Section 2 DEFINITIONS AND INTERPRETATION
2.1. "Confidential Information" means all information consistent with the fulfillment of this Agreement
that is (i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample
form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by
examination, testing or analysis of any hardware, software or any component part thereof provided by
discloser to recipient. The nature and existence of this Agreement are considered Confidential
Information. Confidential Information, that is disclosed orally must be identified as confidential at the time
of disclosure and confirmed by the discloser by submitting a written document to the recipient within thirty
(30) days after such disclosure. The written document must contain a summary of the Confidential
Information disclosed with enough specificity for identification purpose and must be labeled or marked as
confidential or its equivalent.
2.2. "Effective Date" means that date upon which the last Party executes this Agreement.
2.3. "Equipment" means the equipment that is specified in the attachments or is subsequently added
to this Agreement.
2.4. "Software" means the Motorola Software and Non -Motorola Software, in object code format that
is furnished with the System or Equipment.
2.5 "System Warranty Period" means the Warranty Period defined in the Communications System
Agreement (CSA) for St. Lucie County's purchase of a Project 25 communications system from Motorola
Solutions, Inc.
Section 3 ACCEPTANCE
Customer accepts and agrees to pay the prices set forth in the Addendum.
Section 4 SCOPE OF SERVICES AND TERM
4.1. SCOPE OF WORK. Motorola will provide the Services described in this Addendum and Exhibit
C. At Customer's request, Motorola may also provide additional services at Motorola's then -applicable
rates for the services.
Page 1 SUA 11 Service Agreement No. 500001003536_ v.12-2-2015
4.2. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment,
Software, or Services to be provided by Motorola, if the substitute meets or exceeds the specifications
described in Exhibit C, and is of equivalent or better quality to the Customer. Any substitution will be
reflected in a change order.
4.3 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.
4.4. NON -MOTOROLA SOFTWARE. Any Non -Motorola Software is licensed to Customer in
accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date
unless the copyright owner has granted to Motorola the right to sublicense the Non -Motorola Software
pursuant to the Software License Agreement, in which case it applies and the copyright owner will have
all of Licensor's rights and protections under the Software License Agreement. Motorola makes no
representations or warranties of any kind regarding Non -Motorola Software. Non -Motorola Software may
include Open Source Software. All Open Source Software is licensed to Customer in accordance with,
and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not
the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable
efforts to determine whether any Open Source Software will be provided under this Agreement; and if so,
identify the Open Source Software and provide to Customer a copy of the applicable standard license (or
specify where that license may be found); and provide to Customer a copy of the Open Source Software
source code if it is publicly available without charge (although a distribution fee or a charge for related
services may be applicable),
4.5. 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 upon the expiration of the System
Warranty Period and continues for nine (9) years thereafter.
Section 5 LIFECYCLE PRICE, PAYMENT AND INVOICING
5.1. LIFECYCLE PRICE. The Lifecycle Price in U.S. dollars for the nine (9) year term of this
agreement is $1,781,457.00 . The annual price for each year of this Agreement is detailed in
Exhibit D. The Lifecycle Price includes the Equipment, Software and Services provided under this
Agreement, excluding applicable sales or similar taxes and freight charges. Motorola has priced the
Equipment, Software, and Services as defined in the Exhibits. Any change to the quantities or scope
defined in the Exhibits may affect the overall Lifecycle Price.
5.2 Reserved
5.3. INVOICING AND PAYMENT. Motorola will submit invoices to Customer in advance of each
annual payment period, according to the price pages (Exhibit D to this Addendum) and Customer will
make payments to Motorola within (30) days after the date of each invoice. Customer will make payments
when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution.
Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax
Identification Number for Motorola Solutions, Inc. is 36-1115800. Partial payments in the full amount of
the value of services rendered may be requested by the submission of a properly executed invoice.
Payments shall be made in accordance with Florida Statue 218, Florida Prompt Payment Act St. Lucie
County affirms that this contract serves as a notice to proceed on the nine (9) years of this Addendum.
St. Lucie County affirms that it will not issue purchase orders or other notices to proceed and that
Motorola shall proceed with the scope of work described in the Exhibits in all years of the Addendum.
Customer will pay all proper invoices as received from Motorola solely against this agreement. Upon
execution of this Addendum, Customer will provide all necessary information to include on invoices for
payment per this Addendum.
5.4. FREIGHT, TITLE, AND DISK OF LOSS. Motorola will pre -pay and add all freight charges to the
invoices. Title to the Equipment will pass to Customer upon shipment. Title to Software will not pass to
Page 2 SUA 11 Service Agreement No. 500001003536_ v.12-2-2015
Customer at any time. Risk of loss will pass to Customer upon delivery of the Equipment to the
Customer. Motorola will pack and ship ail Equipment in accordance with good commercial practices.
5.5 TERMINATION. If the Customer terminates this Addendum before the end of the nine (9) year
SUA II Term, for any reason other than Motorola default, then the Customer will reimburse Motorola for
the amount of the 10% regional discount realized by the Customer up to the date of termination, not to
exceed three years. This is not a penalty. It is a reconciliation of the price structure. Additionally, if a
major upgrade has been delivered in the first year of any two year SUA II payment cycle, Customer would
still be responsible for payment in full of the second year of the SUA II cycle to the degree permissible by
applicable law.
Section 6 WARRANTY
6.1 SERVICE WARRANTY. Motorola warrants that its Services under this Agreement will be free of
defects in materials and workmanship for a period of ninety (90) days from the date the performance of
the Services are completed. In the event of a breach of this warranty, Customer's sole remedy is to
require Motorola to re -perform the non -conforming Service or to refund, on a pro -rata basis, the fees paid
for the non -conforming Service.
6.2 EQUIPMENT WARRANTY. Motorola warrants that the Equipment under normal use and service
will be free from material defects in materials and workmanship for a period of ninety (90) days from the
date of shipment.
6.3 MOTOROLA SOFTWARE WARRANTY, Unless otherwise stated in the Software License
Agreement, Motorola warrants the Motorola Software in accordance with the terms of the Software
License Agreement and the provisions of this Section S that are applicable to the Motorola Software for a
period of ninety (90) days from the date of successful installation of a software upgrade as described in
Exhibit B.
6.4. 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..
6.5. 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,
replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola
Software. That action will be the full extent of Motorola's liability for the warranty claim. If this
investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding
to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced
product is warranted for the balance of the original applicable warranty period. All replaced products or
parts will become the property of Motorola.
6.6. 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.
Page 3 SUA 11 Service Agreement No. S00001003536_ v,12-2-2015
6.7. 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. MOTOROLA DISCLAIMS
ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Section 7 EXCLUSIVE TERMS AND CONDITIONS
7.1 This Agreement supersedes all prior and concurrent agreements and understandings between
the parties, whether written or oral, related to the Services, and there are no agreements or
representations concerning the subject matter of this Agreement except for those expressed herein. The
Agreement may not be amended or modified except by a written agreement signed by authorized
representatives of both parties.
7.2 Customer agrees to reference this Agreement on any documents issued in furtherance of this
Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no
event will either party be bound by any terms contained in a Customer purchase order,
acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing
specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify
this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized
representatives of both parties.
Section 8 CONFIDENTIALITY
8.1 Confidentiality Obligation. Each party is a disclosing party ("Discloser") and a receiving party
("Recipient") under this Agreement. To the extent allowed by law, and during the term of this Agreement
and for a period of three (3) years from the date of expiration or termination of this Agreement, recipient
will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential
Information to only those employees (including, but not limited to, employees of any wholly owned
subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents
or consultants who must be directly involved with the Confidential Information for the purpose and who
are bound by confidentiality terms substantially similar to those in this Agreement; (iii) not reverse
engineer, de -compile or disassemble any Confidential Information; (iv) use the same degree of care as
for its own information of like importance, but at least use reasonable care, in safeguarding against
disclosure of Confidential Information; (v) promptly notify discloser upon discovery of any unauthorized
use or disclosure of the Confidential Information and take reasonable steps to regain possession of the
Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and
(vi) only use the Confidential Information as needed to fulfill this Agreement.
8.2. Required Disclosure. If a recipient is required to disclose Confidential Information pursuant to
applicable law, statute, or regulation, or court order, the recipient will give to the discloser prompt written
notice of the request and a reasonable opportunity to object to such disclosure and seek a protective
order or appropriate remedy. If, in the absence of a protective order, the recipient determines, upon the
advice of counsel, that it is required to disclose such information, it may disclose only Confidential
Information specifically required and only to the extent required to do so.
8 3. Confidential Exceptions. Recipient is not obligated to maintain as confidential, Confidential
Information that recipient can demonstrate by documentation (i) is now available or becomes available to
the public without breach of this Agreement; (ii) is explicitly approved for release by written authorization
of discloser; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is
known to the recipient prior to such disclosure; (v) is independently developed by recipient without the
use of any discloser's Confidential Information or any breach of this Agreement; and (vi) is not deemed to
be confidential by law.
8.4. Ownership and Retention. All Confidential Information remains the property of the discloser and
will not be copied or reproduced without the express written permission of the discloser, except for copies
Page 4 SUA 11 Service Agreement No. S00001003536_ v.12-2-2015
that are absolutely necessary in order to fulfill this Agreement. Within ten (10) days of receipt of
discloser's written request, recipient will return all Confidential Information to discloser along with all
copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed.
However, recipient may retain one (1) archival copy of the Confidential Information that it may use only in
case of a dispute concerning this Agreement. No license, express or implied, in the Confidential
Information is granted other than to use the Confidential Information in the manner and to the extent
authorized by this Agreement. The discloser warrants that it is authorized to disclose any Confidential
Information it discloses pursuant to this Agreement.
Section 9 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.
Section 10 GENERAL
10.1 TAXES. The Lifecycle Price does not include any excise, sales, lease, use, property, or other
taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola
is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to
Motorola the amount of the taxes (including any interest and penalties) within thirty (30) days after the
date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property
tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth.
10.2 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.
10.3. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an
independent contractor. The Parties and their personnel will not be considered to be employees or
agents of the other Party, Nothing in this Agreement will be interpreted as granting either Party the right
or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or
be interpreted as a joint venture, partnership or formal business organization of any kind.
10.4. 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.
10.5. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement
of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements,
proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement
may be amended or modified only by a written instrument signed by authorized representatives of both
Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment
or other form will not be considered an amendment or modification of this Agreement, even if a
representative of each Party signs that document.
Page 5 SUA 11 Service Agreement No. S00001003536_ v.12-2-2015
10.6. NOTICES. Notices required under this Agreement to be given by one Party to the other must be
in writing and either personally delivered or sent to the address shown below by certified mail, return
receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express,
UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt:
Motorola Solutions, Inc. St. Lucie County Board of County Commissioners
Attn: Judy Jean-Pierre 2300 Virginia Ave.
Legal, Government Affairs & Corporate Communications Fort Pierce, FL 34982
1303 E. Algonquin Road, IL01, 10`h Floor
Schaumburg, IL 60196
10.7. 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 or those of any other federal, state, or local government agency, required for the
installation, maintenance, or 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.
10.8. 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.
10.9 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.
10.10 SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this
Agreement for any reason: Section 4.3 (Motorola Software); Section 4.4 (Non -Motorola Software); if any
payment obligations exist, Section 5 (Lifecycle Price and Payment); Subsection 8.2 (Disclaimer of Implied
Warranties); and Section 8 (Confidentiality); Section 9 (Preservation of Motorola Proprietary Right, and all
of the General provisions in Section 10.
The Parties hereby enter into this Agreement as of the Effective Date,
Motorola Solutions, Inc. St. Lucie County, Florida
By:
Name:
By:
kFTiir-3
Title: Title:
Date: Date:
Page 6 SUA 11 Service Agreement No. 500001003536_ v.12-2-209 5
Exhibit C
SUA II STATEMENT OF WORK
Page 7 SUA 11 Service Agreement No. 500001003536_,_ v.12-2-2015
Exhibit D
PRICING AND PAYMENT
Page 8 SUR 11 Service Agreement No. 500001003536_ v.12-2-2015
Exhibit E
SUAII SOW and Pricing
CSA v.12-7-2015 Motorola Contract/Apttus No 141095 Page 25
Exhibit 'E—:-
PRICING AND PAYMENT
St. Lucie County System Lifecycle (SUA II) with Regional Discount
YEAR 2 1 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10 TOTAL
$ 190,873 $ 192,473 $ 194,073 $ 195,973 $ 197,773 $ 199,673 $ 201,473 $ 203,473 $ 205,673 $ 1,781,457
Page 8 SUA 11 Service Agreement No. 500001003535_ v 12-2-2015
Exhibit F
System Acceptance Certificate
Customer Name:
Project Name:
This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and
Customer acknowledge that:
1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed.
2. The System is accepted.
Customer Representative:
Signature: _
Print Name.
Title:
Date:
Motorola Representative
Signature: _
Print Name:
Title;
Date:
FINAL PROJECT ACCEPTANCE:
Motorola has provided and Customer has received all deliverables, and Motorola has performed all other
work required for Final Project Acceptance.
Customer Representative:
Signature: _
Print Name:
Title:
Date:
Motorola Representative:
Signature: _
Print Name:
Title:
Date:
CSA v.12-7-2015 Motorola Contract/Apttus No. 141095 Page 26
SUA II Addendum
Motorola Solutions, Inc. ("Motorola") and St. Lucie County, FL ("Customer") enter into this Addendum,
pursuant to which Customer will purchase and Motorola will sell the System Upgrade Services, 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 D will be resolved in their listed order.
Exhibit A Service Terms and Conditions (ExhibitCto the Communications System Agreement)
Exhibit B Customer's existing Software License Agreement (Exhibit A to the Communications
System Agreement)
Exhibit C SUA li Statement of Work
Exhibit D Pricing and Payment
Section 2 DEFINITIONS AND INTERPRETATION
2.1. "Confidential Information" means all information consistent with the fulfillment of this Agreement
that is (i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample
form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by
examination, testing or analysis of any hardware, software or any component part thereof provided by
discloser to recipient. The nature and existence of this Agreement are considered Confidential
Information. Confidential Information, that is disclosed orally must be identified as confidential at the time
of disclosure and confirmed by the discloser by submitting a written document to the recipient within thirty
(30) days after such disclosure. The written document must contain a summary of the Confidential
Information disclosed with enough specificity for identification purpose and must be labeled or marked as
confidential or its equivalent.
2.2. "Effective Date" means that date upon which the last Party executes this Agreement.
2.3. "Equipment" means the equipment that is specified in the attachments or is subsequently added
to this Agreement.
2.4. "Software" means the Motorola Software and Non -Motorola Software, in object code format that
is furnished with the System or Equipment.
2.5 "System Warranty Period" means the Warranty Period defined in the Communications System
Agreement (CSA) for St. Lucie County's purchase of a Project 25 communications system from Motorola
Solutions, Inc.
Section 3 ACCEPTANCE
Customer accepts and agrees to pay the prices set forth in the Addendum.
Section 4 SCOPE OF SERVICES AND TERM
4.1. SCOPE OF WORK. Motorola will provide the Services described in this Addendum and Exhibit
C At Customer's request, Motorola may also provide additional services at Motorola's then -applicable
rates for the services.
Page 1 SUA 11 Service Agreement No. S00001003536_ v 12-2-2015
4.2. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment,
Software, or Services to be provided by Motorola, if the substitute meets or exceeds the specifications
described in Exhibit C, and is of equivalent or better quality to the Customer. Any substitution will be
reflected in a change order.
4.3 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.
4.4. NON -MOTOROLA SOFTWARE. Any Non -Motorola Software is licensed to Customer in
accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date
unless the copyright owner has granted to Motorola the right to sublicense the Non -Motorola Software
pursuant to the Software License Agreement, in which case it applies and the copyright owner will have
all of Licensor's rights and protections under the Software License Agreement. Motorola makes no
representations or warranties of any kind regarding Non -Motorola Software. Non -Motorola Software may
include Open Source Software. All Open Source Software is licensed to Customer in accordance with,
and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not
the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable
efforts to determine whether any Open Source Software will be provided under this Agreement; and if so,
identify the Open Source Software and provide to Customer a copy of the applicable standard license (or
specify where that license may be found); and provide to Customer a copy of the Open Source Software
source code if it is publicly available without charge (although a distribution fee or a charge for related
services may be applicable).
4.5. 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 upon the expiration of the System
Warranty Period and continues for nine (9) years thereafter.
Section 5 LIFECYCLE PRICE, PAYMENT AND INVOICING
5.1. LIFECYCLE PRICE, The Lifecycle Price in U.S. dollars for the nine (9) year term of this
agreement is $1,781,457.00 . The annual price for each year of this Agreement is detailed in
Exhibit D. The Lifecycle Price includes the Equipment, Software and Services provided under this
Agreement, excluding applicable sales or similar taxes and freight charges. Motorola has priced the
Equipment, Software, and Services as defined in the Exhibits. Any change to the quantities or scope
defined in the Exhibits may affect the overall Lifecycle Price.
5.2 Reserved
5.3. INVOICING AND PAYMENT. Motorola will submit invoices to Customer in advance of each
annual payment period, according to the price pages (Exhibit D to this Addendum) and Customer will
make payments to Motorola within (30) days after the date of each invoice. Customer will make payments
when due in the form of a wire transfer, check, or cashier's check from a U S financial institution.
Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax
Identification Number for Motorola Solutions, Inc. is 36-1115800. Partial payments in the full amount of
the value of services rendered may be requested by the submission of a properly executed invoice.
Payments shall be made in accordance with Florida Statue 218, Florida Prompt Payment Act. St. Lucie
County affirms that this contract serves as a notice to proceed on the nine (9) years of this Addendum.
St. Lucie County affirms that it will not issue purchase orders or other notices to proceed and that
Motorola shall proceed with the scope of work described in the Exhibits in all years of the Addendum.
Customer will pay all proper invoices as received from Motorola solely against this agreement Upon
execution of this Addendum, Customer will provide all necessary information to include on invoices for
payment per this Addendum.
5.4. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre -pay and add all freight charges to the
invoices. Title to the Equipment will pass to Customer upon shipment. Title to Software will not pass to
Page 2 SUA 11 Service Agreement No. S00001003536_ v.12-2-2015
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.
5.5 TERMINATION. If the Customer terminates this Addendum before the end of the nine (9) year
SUA II Term, for any reason other than Motorola default, then the Customer will reimburse Motorola for
the amount of the 10% regional discount realized by the Customer up to the date of termination, not to
exceed three years. This is not a penalty. It is a reconciliation of the price structure. Additionally, if a
major upgrade has been delivered in the first year of any two year SUA II payment cycle, Customer would
still be responsible for payment in full of the second year of the SUA II cycle to the degree permissible by
applicable law.
Section 6 WARRANTY
6.1 SERVICE WARRANTY. Motorola warrants that its Services under this Agreement will be free of
defects in materials and workmanship for a period of ninety (90) days from the date the performance of
the Services are completed. In the event of a breach of this warranty, Customer's sole remedy is to
require Motorola to re -perform the non -conforming Service or to refund, on a pro -rata basis, the fees paid
for the non -conforming Service.
6.2 EQUIPMENT WARRANTY. Motorola warrants that the Equipment under normal use and service
will be free from material defects in materials and workmanship for a period of ninety (90) days from the
date of shipment.
6.3 MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License
Agreement, Motorola warrants the Motorola Software in accordance with the terms of the Software
License Agreement and the provisions of this Section 8 that are applicable to the Motorola Software for a
period of ninety (90) days from the date of successful installation of a software upgrade as described in
Exhibit B.
6.4, 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
6.5. 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,
replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola
Software. That action will be the full extent of Motorola's liability for the warranty claim. If this
investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding
to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced
product is warranted for the balance of the original applicable warranty period. All replaced products or
parts will become the property of Motorola.
6.6. 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.
Page 3 SUA 11 Service Agreement No, 500001003536 v 12-2-2015
6.7. 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, MOTOROLA DISCLAIMS
ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Section 7 EXCLUSIVE TERMS AND CONDITIONS
7.1 This Agreement supersedes all prior and concurrent agreements and understandings between
the parties, whether written or oral, related to the Services, and there are no agreements or
representations concerning the subject matter of this Agreement except for those expressed herein. The
Agreement may not be amended or modified except by a written agreement signed by authorized
representatives of both parties.
7.2 Customer agrees to reference this Agreement on any documents issued in furtherance of this
Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no
event will either party be bound by any terms contained in a Customer purchase order,
acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing
specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify
this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized
representatives of both parties.
Section 8 CONFIDENTIALITY
8.1 Confidentiality Obligation. Each party is a disclosing party ("Discloser") and a receiving party
("Recipient") under this Agreement. To the extent allowed by law, and during the term of this Agreement
and for a period of three (3) years from the date of expiration or termination of this Agreement, recipient
will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential
Information to only those employees (including, but not limited to, employees of any wholly owned
subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents
or consultants who must be directly involved with the Confidential Information for the purpose and who
are bound by confidentiality terms substantially similar to those in this Agreement; (iii) not reverse
engineer, de -compile or disassemble any Confidential Information; (iv) use the same degree of care as
for its own information of like importance, but at least use reasonable care, in safeguarding against
disclosure of Confidential Information; (v) promptly notify discloser upon discovery of any unauthorized
use or disclosure of the Confidential Information and take reasonable steps to regain possession of the
Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and
(vi) only use the Confidential Information as needed to fulfill this Agreement.
8.2. Required Disclosure. If a recipient is required to disclose Confidential Information pursuant to
applicable law, statute, or regulation, or court order, the recipient will give to the discloser prompt written
notice of the request and a reasonable opportunity to object to such disclosure and seek a protective
order or appropriate remedy. If, in the absence of a protective order, the recipient determines, upon the
advice of counsel, that it is required to disclose such information, it may disclose only Confidential
Information specifically required and only to the extent required to do so.
8.3. Confidential Exceptions. Recipient is not obligated to maintain as confidential, Confidential
Information that recipient can demonstrate by documentation (i) is now available or becomes available to
the public without breach of this Agreement; (ii) is explicitly approved for release by written authorization
of discloser; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is
known to the recipient prior to such disclosure; (v) is independently developed by recipient without the
use of any discloser's Confidential Information or any breach of this Agreement; and (vi) is not deemed to
be confidential by law.
8.4. Ownership and Retention. All Confidential Information remains the property of the discloser and
will not be copied or reproduced without the express written permission of the discloser, except for copies
Page 4 SUA 11 Service Agreement No. S00001003536_ v-12-2-2015
that are absolutely necessary in order to fulfill this Agreement. Within ten (10) days of receipt of
discloser's written request, recipient will return all Confidential Information to discloser along with all
copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed.
However, recipient may retain one (1) archival copy of the Confidential Information that it may use only in
case of a dispute concerning this Agreement. No license, express or 'implied, in the Confidential
Information is granted other than to use the Confidential Information in the manner and to the extent
authorized by this Agreement. The discloser warrants that it is authorized to disclose any Confidential
Information it discloses pursuant to this Agreement.
Section 9 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.
Section 10 GENERAL
10.1 TAXES. The Lifecycle Price does not include any excise, sales, lease, use, property, or other
taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola
is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to
Motorola the amount of the taxes (including any interest and penalties) within thirty (30) days after the
date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property
tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth.
10.2 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.
10.3. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an
independent contractor. The Parties and their personnel will not be considered to be employees or
agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right
or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or
be interpreted as a joint venture, partnership or formal business organization of any kind.
10.4. 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.
10.5. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement
of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements,
proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement
may be amended or modified only by a written instrument signed by authorized representatives of both
Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment
or other form will not be considered an amendment or modification of this Agreement, even if a
representative of each Party signs that document.
Page 5 SUA 11 Service Agreement No S00001003536_ v 12-2-2015
10.6. NOTICES. Notices required under this Agreement to be given by one Party to the other must be
in writing and either personally delivered or sent to the address shown below by certified mail, return
receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express,
UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt:
Motorola Solutions, Inc. St. Lucie County Board of County Commissioners
Attn: Judy Jean-Pierre 2300 Virginia Ave.
Legal, Government Affairs & Corporate Communications Fort Pierce, FL 34982
1303 E. Algonquin Road, IL01, 10`x' Floor
Schaumburg, IL 60196
103. 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 or those of any other federal, state, or local government agency, required for the
Installation, maintenance, or 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.
10.8. 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.
10.9 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.
10.10 SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this
Agreement for any reason: Section 4.3 (Motorola Software); Section 4.4 (Non -Motorola Software); if any
payment obligations exist, Section 5 (Lifecycle Price and Payment); Subsection 8.2 (Disclaimer of Implied
Warranties); and Section 8 (Confidentiality); Section 9 (Preservation of Motorola Proprietary Right; and all
of the General provisions in Section 10.
The Parties hereby enter into this Agreement as of the Effective Date.
Motorola Solutions, Inc. St. Lucie County, Florida
By: _
Name:
Title:
Date:
By:
Name:
Title:
Date:
Page 6 SUA 11 Service Agreement No. 500001003536_ v,12-2-2015
Exhibit A
Service Terms and Conditions
Motorola Solutions, Inc. ("Motorola") and the St. Lucie County, FL ("Customer") hereby agree as follows
Section 1 APPLICABILITY
These Service Terms and Conditions apply to service contracts whereby Motorola will provide to
Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2)
installation services under a Motorola Installation Agreement.
Section 2 DEFINITIONS AND INTERPRETATION
2.1, "Agreement" means these Service Terms and Conditions; the cover page for the Service
Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are
incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these
Service Terms and Conditions take precedence over any cover page, and the cover page takes
precedence over any attachments, unless the cover page or attachment states otherwise
2.2. "Equipment" means the equipment that is specified in the attachments or is subsequently added
to this Agreement.
2.3 "Services" means those installation, maintenance, support, training, and other services described
in this Agreement.
Section 3 ACCEPTANCE
Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the
Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of
this Agreement begins on the "Start Date" indicated in this Agreement.
Section 4 SCOPE OF SERVICES
4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of
work or other document attached to this Agreement. At Customer's request, Motorola may also provide
additional services at Motorola's then -applicable rates for the services.
4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be
used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and
routine service procedures that are prescribed by Motorola will be followed.
4.3. If Customer purchases from Motorola additional equipment that becomes part of the same
system as the initial Equipment, the additional equipment may be added to this Agreement and will be
billed at the applicable rates after the warranty for that additional equipment expires -
4.4. All Equipment must be in good working order on the Start Date or when additional equipment is
added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial
and model number list of the Equipment. Customer must promptly notify Motorola in writing when any
Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for
this Equipment will terminate at the end of the month in which Motorola receives the written notice
4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in
hazardous environments
CSA v.12-7-2015 Motorola Contract/Aptlis No. 141095 Page 18
4.6. if Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for
any reason, Motorola may modify the scope of Services related to that Equipment; remove that
Equipment from the Agreement; or increase the price to Service that Equipment.
4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to
Customer's notification in a manner consistent with the level of Service purchased as indicated in this
Agreement.
Section 5 EXCLUDED SERVICES
5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged
from use in other than the normal, customary, intended, and authorized manner; use not in compliance
with applicable industry standards, excessive wear and tear; or accident, liquids, power surges, neglect,
acts of God or other force majeure events.
5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the
normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming
Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or
software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or
tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission
medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment
malfunction caused by the transmission medium.
Section 6 TIME AND PLACE OF SERVICE
Service will be provided at the location specified in this Agreement. When Motorola performs service at
Customer's location, Customer will provide Motorola, at no charge, a non -hazardous work environment
with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of
liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer
will provide all information pertaining to the hardware and software elements of any system with which the
Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this
Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and
holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or
expenses associated with helicopter or other unusual access requirements, if these charges or expenses
are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola
for those charges and expenses.
Section 7 CUSTOMER CONTACT
Customer will provide Motorola with designated points of contact (list of names and phone numbers) that
will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to
enable Customer's personnel to maintain contact, as needed, with Motorola.
Section 8 PAYMENT
Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in
advance for each payment period. All other charges will be billed monthly, and Customer must pay each
invoice in U.S. dollars within twenty (20) days of the invoice date. Customer will reimburse Motorola for
all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a
result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola)
by any governmental entity.
Section 9 WARRANTY
Motorola warrants that its Services under this Agreement will be free of defects in materials and
workmanship for a period of ninety (90) days from the date the performance of the Services are
completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re -
CSA v.12-7-2015 Motorola Contract/Apttus No 141095 Page 19
perform the non -conforming Service or to refund, on a pro -rata basis, the fees paid for the non-
conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
Section 10 DEFAULT/TERMINATION
10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-
performing party a written and detailed notice of the default. The non-performing party will have thirty
(30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and
begin implementing the cure plan immediately after plan approval. if the non-performing party fails to
provide or implement the cure plan, then the injured party, in addition to any other rights available to it
under law, may immediately terminate this Agreement effective upon giving a written notice of termination
to the defaulting party.
10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred
pursuant to this Agreement, including payments which may be due and owing at the time of termination..
All sums owed by Customer to Motorola will become due and payable immediately upon termination of
this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide
Services.
Section 11 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty,
negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law,
but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH
THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE
THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS
OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAV}NGS; OR OTHER SPECIAL,
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING
FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO
THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated
by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except
for money due upon an open account. This limitation of liability will survive the expiration or termination
of this Agreement and applies notwithstanding any contrary provision.
Section 12 EXCLUSIVE TERMS AND CONDITIONS
12,1 This Agreement supersedes all prior and concurrent agreements and understandings between
the parties, whether written or oral, related to the Services, and there are no agreements or
representations concerning the subject matter of this Agreement except for those expressed herein. The
Agreement may not be amended or modified except by a written agreement signed by authorized
representatives of both parties.
12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this
Agreement, however, an omission of the reference to this Agreement will not affect its applicability in no
event will either party be bound by any terms contained in a Customer purchase order,
acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing
specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify
this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized
representatives of both parties.
CSA v.12-7-2015 Motorola ContractlApttus No. 141095 Page 20
Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY
RIGHTS
13.1. Any information or data in the form of specifications, drawings, reprints, technical information or
otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed
proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may
not disclose, without Motorola's written permission or as required by law, any confidential information or
data to any person, or use confidential information or data for any purpose other than performing its
obligations under this Agreement. The obligations set forth in this Section survive the expiration or
termination of this Agreement.
13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any
manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have
no obligation to provide Customer with access to its confidential and proprietary information, including
cost and pricing data.
13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership
right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including
any intellectual property created as a result of or related to the Equipment sold or Services performed
under this Agreement.
Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS
Customer is solely responsible for obtaining licenses or other authorizations required by the Federal
Communications Commission or any other federal, state, or local government agency and for complying
with all rules and regulations required by governmental agencies Neither Motorola nor any of its
employees is an agent or representative of Customer in any governmental matters.
Section 15 COVENANT NOT TO EMPLOY
During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will
not hire, engage on contract, solicit the employment of, or recommend employment to any third party of
any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This
provision applies only to those employees of Motorola or its subcontractors who are responsible for
rendering services under this Agreement. If this provision is found to be overly broad under applicable
law, it will be modified as necessary to conform to applicable law.
Section 16 MATERIALS, TOOLS AND EQUIPMENT
All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola
for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will
safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage
to this property, and return it to Motorola upon request. This property will be held by Customer for
Motorola's use without charge and may be removed from Customer's premises by Motorola at any time
without restriction.
Section 17 GENERAL TERMS
17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will
continue in full force and effect.
17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the
laws of the State in which the Services are performed.
17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege.
CSA v.12-7-2015 Motorola Cortract/Apttus No. 141095 Page 21
17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond
that party's reasonable control, such as strikes, material shortages, or acts of God
17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its
duties under this Agreement.
17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or
obligations hereunder without the prior written consent of the other Party, which consent will not be
unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent
will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or
its right to receive payment without the prior consent of Customer. In addition, in the event Motorola
separates one or more of its businesses (each a "Separated Business"), whether by way of a sale,
establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without
the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement
such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its
affiliates, to the extent applicable) following the Separation Event.
17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY
ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES
A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO
DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY
DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates.
17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and
conditions in effect at the time of the termination or expiration will apply to those Services and Customer
agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates.
CSA v.12-7-2015 Motorola ContractIAlattus No 141095 Page 22
Exhibit b
SOFTWARE LICENSE AGREEMENT
This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc.
("Motorola") and St. Lucie County in Florida ("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 andDocumentation is licensed for use.
1.2 "Documentation" means product and software documentation that specifies technical and
performance features and capabilities, and the user, operation and training manuals for the Software
(including all physical or electronic media upon which such information is provided).
1.3 "Open Source Software" means software with either freely obtainable source code, license for
modification, or permission for free distribution.
1.4 "Open Source Software License" means the terms or conditions under which the Open Source
Software is licensed.
1.5 "Primary Agreement" means the agreement to which this exhibit is attached.
1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design,
implementation, or internal controls that could be exercised (accidentally triggered or intentionally
exploited) and result in a security breach such that data is compromised, manipulated or stolen or the
system damaged.
1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de -
compilations, disassemblies, emulations, or derivative works of such software; (ii) means any
modifications, enhancements, new versions and new releases of the software provided by Motorola; and
(iii) may contain one or more items of software owned by a third party supplier. The term "Software" does
not include any third party software provided under separate license or third party software not licensable
under the terms of this Agreement.
Section 2 SCOPE
Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain
proprietary Software or products containing embedded or pre -loaded proprietary Software, or both. This
Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and
Licensee's use of the Software and Documentation.
Section 3 GRANT OF LICENSE
3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola
grants to Licensee a personal, limited, non -transferable (except as permitted in Section 7) and non-
exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary
Agreement) embodied in the Software to use the Software, in object code form, and the Documentation
solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any
rights to source code.
3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software,
the terms and conditions governing the use of such Open Source Software are in the Open Source
Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms
and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses
CSA v.12-7-2015 Motorola Contract/Apttus No. 141095 Page 12
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 12-7-2015 Motorola Contract/Apttus No 141095 Page 13
Section 5 OWNERSHIP AND TITLE
Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the
Software and Documentation, including, but not limited to, all rights in patents, patent applications,
inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating
to the Software and Documentation (including any corrections, bug fixes, enhancements, updates,
modifications, adaptations, translations, de -compilations, disassemblies, emulations to or derivative works
from the Software or Documentation, whether made by Motorola or another party, or any improvements
that result from Motorola's processes or, provision of information services). No rights are granted to
Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are
expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or
prepared by Motorola in connection with providing the Software, Designated Products, Documentation or
related services, remains vested exclusively in Motorola, and Licensee will not have any shared
development or other intellectual property rights.
Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY
6.9. The commencement date and the term of the Software warranty will be a period of ninety (90)
days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of
any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used
properly and in accordance with the Documentation and this Agreement, will be free from a reproducible
defect that eliminates the functionality or successful operation of a feature critical to the primary
functionality or successful operation of the Software. Whether a defect occurs will be determined by
Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of
the Software or the Designated Products will be uninterrupted, error -free, completely free of Security
Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular
requirements. Motorola makes no representations or warranties with respect to any third party software
included in the Software.
6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to
use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts
will involve either replacing the media or attempting to correct significant, demonstrable program or
documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable
time, then at Motorola's option, Motorola will replace the defective Software with functionally -equivalent
Software, license to Licensee substitute Software which will accomplish the same objective, or terminate
the license and refund the Licensee's paid license fee.
6.3. Warranty claims are described in the Primary Agreement.
6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and
all other warranties (express or implied, oral or written) with respect to the Software or Documentation,
including, without limitation, any and all implied warranties of condition, title, non -infringement,
merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows,
has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether
arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola
disclaims any warranty to any person other than Licensee with respect to the Software or Documentation.
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(D 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.12-7-2015 Motorola Contract/Apttus No 141095 Page 14
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 considerabie 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.
CSA v.12-7-2015 Motorola Contract/Apttus No 141095 Page 15
Section 13 GENERAL
13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be
construed as an admission or presumption of publication of the Software or public disclosure of any trade
secrets associated with the Software.
13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws
and regulations of the United States and Licensee will comply with all applicable laws and regulations,
including export laws and regulations of the United States. Licensee will not, without the prior
authorization of Motorola and the appropriate governmental authority of the United States, in any form
export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or
technical data or direct or indirect products sold or otherwise furnished to any person within any territory
for which the United States Government or any of its agencies at the time of the action, requires an export
license or other governmental approval. Violation of this provision is a material breach of this Agreement.
13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its
obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or
consent of Licensee.
13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent
that they apply and otherwise by the internal substantive laws of the State of Florida. The terms of the
U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the
Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law
(collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does
not govern any aspect of this Agreement or any license granted under this Agreement, or any of the
parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the
applicability of UCITA.
13.5, THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of
Motorola and Licensee. No third party has the right to make any claim or assert any right under this
Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing,
any licensor or supplier of third party software included in the Software will be a direct and intended third
party beneficiary of this Agreement.
13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement.
13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the
Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject
matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other
subject matter.
13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and
the acquisition of third party Software to limit Security Vulnerabilities. While no software can be
guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will
take the steps set forth in Section 6 of this Agreement.
CSA v.12-7-2015 Motorola Contract/Apllus No. 141095 Page 16
Exhibit C
SUA II STATEMENT OF WORK
Page 7 SUA 11 Service Agreement No. 500001003536_ v.12-2-2015
wo MOTOROLA SOLUTIONS
EXHIBIT — C STATEMENT OF WORK
ASTRO 25 SYSTEM UPGRADE AGREEMENT II (SUA II)
1.0 Description of Service and Obligations
1.1 As system releases become available, Motorola agrees to provide the Customer with the software,
hardware and implementation services required to execute up to one system infrastructure upgrade
in a two-year period for their ASTRO 25 system. At the time of the system release upgrade,
Motorola will provide applicable patches and service pack updates when and if available.
Currently, Motorola's service includes 3rd party SW such as Microsoft Windows and Server OS,
Red Hat Linux, Sun Solaris and any Motorola software service packs that may be available.
Motorola will only provide patch releases that have been analyzed, pre -tested, and certified in a
dedicated ASTRO 25 test tab to ensure that they are compatible and do not interfere with the
ASTRO 25 network functionality. Additionally, if purchased, the Security Update Service (SUS)
coverage is defined in Appendix C.
1.2 The Customer will have, at its option, the choice of upgrading in either Year 1 or Year 2 of the
coverage period. To be eligible for the ASTRO 25 SUA II, the ASTRO 25 system must be at
system release 7.7 or later.
1.3 ASTRO 25 system releases are intended to improve the system functionality and operation from
previous releases and may include some minor feature enhancements. At Motorola's option,
system releases may also include significant new feature enhancements that Motorola may offer
for purchase. System release software and hardware shall be pre -tested and certified in Motorola's
Systems Integration Test lab.
1.4 The price quoted for the SUAII requires the Customer to chose a system upgrade from the list of
System Release Upgrade Paths available to the Customer as per the system release upgrade chart
referenced and incorporated in Appendix A. Should the Customer elect an upgrade path other than
one listed in Appendix A, the Customer agrees that additional costs may be incurred to complete
the implementation of the system upgrade. In this case, Motorola agrees to provide a price
quotation for any additional materials and services necessary.
1.5 ASTRO 25 SUA II entitles a Customer to past software versions for the purpose of downgrading
product software to a compatible release version.
1.6 The following ASTRO 25 certified system release software for the following products are covered
under this ASTRO 25 SUA 11: base stations, site controllers, comparators, routers, LAN switches,
servers, dispatch consoles, logging equipment, network management terminals, Network Fault
Management ("NFM") products, network security devices such as firewalls and intrusion detection
sensors, and associated peripheral infrastructure software.
1.7 Product programming software such as Radio Service Software ("RSS"), Configuration Service
Software ("CSS"), and Customer Programming Software ("CPS") are also covered under this SUA
Il.
ASTRO 25 System Upgrade Agreement 11 SOW
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October l4. 2014
0 MOTOROLA SOLUTIONS
1.8 ASTRO 25 SUA 11 makes available the subscriber radio software releases that are shipping from
the factory during the SUA 11 coverage period. New subscriber radio options and features not
previously purchased by the Customer are excluded from ASTRO 25 SUA 11 coverage.
Additionally, subscriber software installation and reprogramming are excluded from the ASTRO
25 SUA II coverage.
1.9 Motorola will provide certified hardware version updates and/or replacements necessary to
upgrade the system with an equivalent level of functionality up to once in a two-year period.
Hardware will be upgraded and/or replaced if required to maintain the existing feature and
functionality. Any updates to hardware versions and/or replacement hardware required to support
new features or those not specifically required to maintain existing functionality are not included.
Unless otherwise stated, platform migrations such as, but not limited to, stations, consoles,
backhaul, civil, network changes and additions, and managed services are not included.
1.10 The following hardware components, if originally provided by Motorola, are eligible for full
product replacement when necessary per the system release upgrade :
1.10.1
Servers
1.10.2
PC Workstations
1. 10.3
Routers
1.10.4
LAN Switches
1.1 1 The following hardware components, if originally provided by Motorola, are eligible for board -
level replacement when necessary per the system release upgrade. A "board -level replacement" is
defined as any Field Replaceable Unit ("FRU") for the products listed below:
1.11.1 GTR 8000 Base Stations
1.1 1.2 GCP 8000 Site Controllers
1.11.3 GCM 8000 Comparators
I.1 1.4 MCC 7500 Console Operator Positions
1.11.5 STR 3000 Base Stations
1.1 1.6 Quantar Base Stations
1.1 1.7 Centracom Gold Elite Console Operator Interface Electronics
1.1 1.8 Centracom Gold Elite Central Electronics Banks
1.1 1.9 Ambassador Electronics Banks
1.1 1.10 Motorola Gold Elite Gateways
1.1 1, l 1 ASTROTAC Comparators
1.11.12 PSC 9600 Site Controllers
1.1 1.13 PBX Switches for Telephone Interconnect
1.1 1.14 NFM/NFM XC/MOSCAD RTU
l .12 The ASTRO 25 SUA 11 does not cover all products. Refer to section 2.0 for exclusions and
limitations.
1.13 Motorola will provide implementation services necessary to upgrade the system to a future system
release with an equivalent level of functionality up to once in a two-year period. Any
implementation services that are not directly required to support the system upgrade are not
included. Unless otherwise stated, implementation services necessary for system expansions,
platform migrations, and/or new features or functionality that are implemented concurrent with the
system upgrade are not included.
ASTRO 25 System Upgrade Agreement 11 SOW
2 oJ' 13
October 14, 2014
MOTOROLA SOLUTIONS
1.14 As system releases become available, Motorola will provide up to once in a two-year period the
following software design and technical resources necessary to complete system release upgrades:
1.14.1 Review infrastructure system audit data as needed.
1.14.2 Identify additional system equipment needed to implement a system release, if
applicable.
1.14.3 Complete a proposal defining the system release, equipment requirements, installation
plan, and impact to system users.
1.14.4 Advise Customer of probable impact to system users during the actual field upgrade
implementation.
1.14.5 Program management support required to perform the system upgrade.
1.14.6 Field installation labor required to perform the system upgrade.
1.14.7 Upgrade operations engineering labor required to perform the system upgrade,
1.15 ASTRO 25 SUA Ii pricing is based on the system configuration outlined in Appendix B. This
configuration is to be reviewed annually from the contract effective date. Any change in system
configuration may require an ASTRO 25 SUA 11 price adjustment.
1. 16 The ASTRO 25 SUA Il applies only to system release upgrades within the ASTRO 25 7.x
platform.
1.17 Motorola will issue Software Maintenance Agreement ("SMA") bulletins on an annual basis and
post them in soft copy on a designated extranet site for Customer access. Standard and optional
features for a given ASTRO 25 system release are listed in the SMA bulletin.
2.0 Upgrade Elements and Corresponding Party Responsibilities
2.1 Upgrade Planning and Preparation: All items listed in this section are to be completed at least 6
months prior to a scheduled upgrade.
2.1.1 Motorola responsibilities
2.1.1.1
Obtain and review infrastructure system audit data as needed.
2.1.1.2
Identify additional system equipment needed to implement a system release, if
applicable.
2.1.1.3
Complete a proposal defining the system release, equipment requirements,
installation plan, and impact to system users.
2.1.1.4
Advise Customer of probable impact to system users during the actual field
upgrade implementation.
2.1.1.5
Inform Customer of high speed internet connection requirements.
2.1.1.6
Assign program management support required to perform the system upgrade.
2.1.1.7
Assign field installation labor required to perform the system upgrade.
2.1.1.8
Assign upgrade operations engineering labor required to perform the system
upgrade.
2.1.1,9
Deliver release impact and change management training to the primary zone
core owners, outlining the changes to their system as a result of the upgrade
path elected. This training needs to be completed at least 12 weeks prior to the
scheduled upgrade. This training will not be provided separately for user
agencies who reside on a zone core owned by another entity. Unless
ASTRO 25 System Upgrade Agreement 11 SOW
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October 14, 2014
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MC rOJWOLA SOLUTIONS
specifically stated in this document, Motorola will provide this training only
once per system.
2.1.2 Customer responsibilities
2.1.2.1
Contact Motorola to schedule and engage the appropriate Motorola resources
for a system release upgrade.
2.1.2.2
Provide high-speed internet connectivity at the zone core site(s) for use by
Motorola to perform remote upgrades and diagnostics. Specifications for the
high-speed connection are provided in Appendix D. High-speed internet
connectivity must be provided at least 12 weeks prior to the scheduled upgrade.
In the event access to a high-speed connection is unavailable, Customer may be
billed additional costs to execute the system release upgrade,
2.1,2.3
Assist in site walks of the system during the system audit when necessary.
2.1.2.4
Provide a list of any FRUs and/or spare hardware to be included in the system
release upgrade when applicable.
2.1.2.5
Purchase any additional software and hardware necessary to implement
optional system release features or system expansions.
2.1.2.6
Provide or purchase labor to implement optional system release features or
system expansions.
2.1.2.7
Participate in release impact training at least 12 weeks prior to the scheduled
upgrade. This applies only to primary zone core owners. It is the zone core
owner's responsibility to contact and include any user agencies that need to be
trained or to act as a training agency for those users not included.
2.2 System Readiness Checkpoint: All items listed in this section must be completed at least 30 days
prior to a scheduled upgrade.
2.2.1 Motorola responsibilities
2.2.1.1 Perform appropriate system backups.
2.2.1.2 Work with the Customer to validate that all system maintenance is current.
2.2.1.3 Work with the Customer to validate that all available patches and antivirus
updates have been updated on the customer's system.
2.2.2 Customer responsibilities
2.2.2.1 Validate system maintenance is current.
2.2.2.2 Validate that all available patches and antivirus updates to their system have
been completed.
2.3 System Upgrade
2.3.1 Motorola responsibilities
2.3.1.1 Perform system infrastructure upgrade in accordance with the system elements
outlined in this SOW.
2.3.2 Customer responsibilities
2.3.2.1 Inform system users of software upgrade plans and scheduled system
downtime.
ASTRO 25 System Upgrade Agreement 11 SOW
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October 14, 2014
Wo MOrOJgOLA SC)LUTIONs
2.3.2.2 Cooperate with Motorola and perform all acts that are reasonable or necessary
to enable Motorola to provide software upgrade services.
2.4 Upgrade Completion
2.4.1 Motorola responsibilities
2.4.1.1 Validate all system upgrade deliverables are complete as contractually required.
2.4.1.2 Deliver post upgrade implementation training to the customer as needed, up to
once per system.
2.4.1.3 Obtain upgrade completion sign off from the customer.
2.4.2 Customer Responsibilities
2.4.2.1 Cooperate with Motorola in efforts to complete any post upgrade punch list
items as needed.
2.4.2.2 Cooperate with Motorola to provide relevant post upgrade implementation
training as needed. This applies only to primary zone core owners. It is the
zone core owner's responsibility to contact and include any user agencies that
need to be trained or to act as a training agency for those users not included.
2.4.2.3 Provide Motorola with upgrade completion sign off.
3.0 Exclusions and Limitations
3.1 The parties agree that Systems that have non-standard configurations that have not been certified
by Motorola Systems Integration Testing are specifically excluded from the ASTRO 25 SUA II
unless otherwise agreed in writing by Motorola and included in this SOW.
3.2 The parties acknowledge and agree that the ASTRO 25 SUA I1 does not cover the following
products:
■ MCC5500 Dispatch Consoles
■ MIP5000 Dispatch Consoles
■ Plant/E911 Systems
■ MOTOBRIDGE Solutions
■ ARC 4000 Systems
■ Motorola Public Sector Applications Software ("PSA")
■ Custom SW, CAD, Records Management Software
■ Data Radio Devices
■ Mobile computing devices such as Laptops
■ Non -Motorola two-way radio subscriber products
■ Genesis Products
■ Point-to-point products such as microwave terminals and association multiplex equipment
3.3 ASTRO 25 SUA II does not cover any hardware or software supplied to the Customer when
purchased directly from a third party, unless specifically included in this SOW.
3.4 ASTRO 25 SUA 11 does not cover software support for virus attacks or other applications that are
not part of the ASTRO 25 system, or unauthorized modifications or other misuse of the covered
software. Motorola is not responsible for management of anti-virus or other security applications
(such as )'Dorton).
ASTRO 25 System Upgrade Agreement II SOW
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MOTOROLA SOLUTIONS
3.5 Upgrades for equipment add-ons or expansions during the term of this ASTRO 25 SUA I1 are not
included in the coverage of this SOW unless otherwise agreed to in writing by Motorola.
4.0 Special provisions
4.1 Customer acknowledges that if its System has a Special Product Feature, additional engineering
may be required to prevent an installed system release from overwriting the Special Product
Feature. Upon request, Motorola will determine whether a Special Product Feature can be
incorporated into a system release and whether additional engineering effort is required. If
additional engineering is required Motorola will issue a change order for the change in scope and
associated increase in the price for the ASTRO 25 SUA Il.
4.2 Customer will only use the software (including any System Releases) in accordance with the
applicable Software License Agreement.
4.3 ASTRO 25 SUA 11 services do not include repair or replacement of hardware or software that is
necessary due to defects that are not corrected by the system release, nor does it include repair or
replacement of defects resulting from any nonstandard, improper use or conditions; or from
unauthorized installation of software.
4.4 ASTRO 25 SUA 11 coverage and the parties' responsibilities described in this Statement of Work
will automatically terminate if Motorola no longer supports the ASTRO 25 7.x software version in
the Customer's system or discontinues the ASTRO 25 SUA 11 program; in either case, Motorola
will refund to Customer any prepaid fees for ASTRO 25 SUA II services applicable to the
terminated period.
4.5 If Customer cancels a scheduled upgrade within less than 12 weeks of the scheduled on site date,
Motorola reserves the right to charge the Customer a cancellation fee equivalent to the cost of the
pre -planning efforts completed by the Motorola Solutions Upgrade Operations Team.
4.6 The SUA 11 annualized price is based on the fulfillment of the two year term. If Customer
terminates, except if Motorola is the defaulting party, Customer will be required to pay for the
balance of payments owed if a system release upgrade has been taken prior to the point of
termination.
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October 14, 2014
AM#QT[?ROLA SOLUTIONS
Appendix A - ASTRO 25 System Release Upgrade Paths
Date
Oct -05
PlatformRelease
Release
R7.0
Available Upgrade
N/A
Jun -06
R7.1
N/A
Dec -06
R7.2
7.7
Mar -07
R7.1.1
N/A
Dec -07
R7.4
7.7
Jun -08
R7.5
7.7
Dec -08
R7.6
7.7
Jun -09
R7.7
7.9
7.11
Jan -10
R7.8
7.9
Dec -10
R7.9
7.11
7.13
Aug -11
87.11
7.13
7.14
Mar -12
R7.12
N/A
Now -12
R7.13
7.14
7.15
Nov -13
87.14
7.15
7.16
Nov -14
R7.15
7.16
7.17
The information contained herein is provided for information purposes only and is intended only to
outline Motorola's presently anticipated general technology direction. The information in the
roadmap is not a commitment or an obligation to deliver any product, product feature or software
functionality and Motorola reserves the right to make changes to the content and timing of any
product, product feature or software release.
The most current system release upgrade paths can be found in the most recent SMA bulletin.
ASTRO 25 System Upgrade Agreement Il SOW
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%& WOrOROLA SOLUTIONS
Appendix B - System Pricing Configuration
This configuration is to be reviewed annually from the contract effective date.. Any change in system
configuration may require an ASTRO 25 SUA 11 price adjustment.
Core
Master Site Configuration
M2
Zones in Operation (Including DSR and Dark Master Sites)
1
Zone Features: IV&D, TDMA, Telephone Interconnect, CNI, MPD, CSMS, IA,
POP25, Text Messaging, Outdoor Location, ISSI 8000, InfoVista, KMFIOTAR
4
RF System
Voice RF Sites & RF Simulcast Sites (including Prime Sites)
5
Repeaters/Stations (FDMA)
80
Repeaters/Stations (TDMA)
0
HPD RF Sites
0
HPD Stations
0
Dispatch Console System
Dispatch Sites
1
Gold Elite Operator Positions
0
MCC 7500 Operator Positions (GPIOM)
0
MCC 7500 Operator Positions (VPM)
13
Conventional Channel Gateways (CCGW)
4
Conventional Site Controllers (GCP 8000 Controller)
1
Logging System
Number of AIS Servers
0
Number of Voice Logging Recorder
0
Number of Logging Replay Clients
0
Network Management and MOSCAD NFM
Network Management Clients
3
MOSCAD NFM Systems
1
MOSCAD NFM RTUs
2
MOSCAD NFM Clients
1
Fire Station Alerting (FSA)
FSA Systems
0
FSA RTUs
0
FSA Clients
0
Fire Station Alerting (FSA)
Voice Subscribers non-APX
0
Voice Subscribers APX
0
HPD Subscribers
0
Computing and Networking Hardware (for SUA I SUA II, actual replacement qty
may be less than shown
Workstations - High Performance
4
Workstations - Mid Performance
14
Servers - High Performance
3
Servers - Mid Performance
1
LAN Switch - High Performance
3
LAN Switch - Mid Performance
12
Routers
20
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Appendix C — Security Update Service (SUS) Statement of Work
1.0 Definitions
Terms that are capitalized but not defined in this Statement of Work shall have the definition given
to such terms in the Service Terms and Conditions, the Communications System Agreement or
other applicable agreement. The following terms have the following meanings:
1.1 Non -Motorola Software: Software whose copyright is owned by a party other than Motorola
or its affiliated company, including but not limited to the anti-virus definitions, operating
system software patches and signature files that will be pretested pursuant to this Statement
of Work.
1.2 System: The currently shipping Motorola ASTROS 25 System Release and up to 5 releases
prior
1.3 Supported Release: Security Update Service is available on the currently shipping Motorola
ASTROV 25 System Release and up to 5 releases prior. If a customer is on a System
Release outside of the N-5 release schedule, then they cannot purchase this service.
2.0 Description of Services
With Security Update Service ("Service"), Motorola pretests the updated commercial anti-virus
definitions for the Microsoft Windows based boxes on a System. This Service includes Motorola
obtaining Microsoft Security Updates for Windows operating system, Solaris recommended patch
bundles, Red Hat Linux security patches, anti-virus definitions* and intrusion detection sensor
updates for Motorola supplied equipment from applicable original equipment manufacturer (OEM).
Motorola will evaluate and pre-test each update on Motorola's ASTRO 25 test System components
for operational impact. Motorola's verification and evaluation process for anti-virus definitions will
consist of applying each update to an appropriate ASTRO 25 system release that corresponds and is
consistent with supported** and fielded systems.
Each assessment will consist of no less than 36 hours of examination time to evaluate the impact
each anti-virus update has to the system. Upon satisfactory completion of the assessment pertaining
to anti-virus signatures, these updates will be provided on a weekly basis either automatically or
through connecting to Motorola's secured extranet connection. When anti-virus definitions
classified as Category 4 (Severe, difficult to contain) and Category 5 (Very Severe, very difficult to
contain) by the commercial Approved by Motorola Contracts & Compliance: 811/2012 supplier are
released, Motorola will determine if a high-priority release is necessary. Operating system
updates/patches will be made available to our customers electronically upon successful testing in
our lab environments on a monthly basis for Microsoft patches and on a quarterly basis for all
others.
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NOTICE: If a customer wants antivirus and IDS updates automatically deployed onto their network,
then they must purchase the Security Monitoring service. Otherwise, customers may download the
updates from the secure extranet site and manually deploy them onto their network. Motorola will
perform testing only on standard configurations certified by Motorola System Integration Testing
(SIT) and Motorola supplied equipment/software prior to making an update available to Customers.
* - Not all systems are provided antivirus for Microsoft and UNIX platforms. To receive full
antivirus support under this service offering, the customer must have a standard ASTRO 25 system
that is supported and also has implemented antivirus for UNIX.
** - Supported is defined as the current system release and the last five prior. Support beyond this
model requires approval from the Customer Service Manager and the Security Services Product
Manager. For extended coverage, please communicate a formal request to your account manager.
The customer will be responsible for deploying Microsoft, Oracle, Sun Microsystems, UNIX, and
Linux security updates from a Motorola provided secured extranet Web site. Antivirus and IDS
updates will be capable of being pushed automatically to the customer ASTR025 network only if
the Security Monitoring service is purchased by the customer. If there is a recommended
configuration change that is successfully tested on the ASTRO 25 test System, Motorola will
provide detailed instructions for performing the configuration change.
Inclusions: Security Update Service is available on the currently shipping Motorola ASTRO 25
System Release and up to 5 releases prior, If a customer is on a System Release outside of the N-5
release schedule, then they cannot purchase this service.
Exclusions: Systems that have non-standard configurations that have not been certified by Motorola
SIT are specifically excluded from this Service unless otherwise agreed in writing by Motorola.
Service does not include pre -tested intrusion detection system (IDS) updates for IDS solutions not
purchased through Motorola. NICE Recorder, certain consoles, MARVLIS, Symbol Equipment,
AirDefense Equipment, AVL, and Radio Site Security products are also excluded. The scope of
service coverage is defined by Motorola Services and is subject to change based on OEM support
lifecycles. The terms and conditions of this Statement of Work are an integral part of Motorola's
Service Terms and Conditions or other applicable Agreement to which it is attached and made a
part thereof by this reference.
3.0 Motorola has the following responsibilities:
3.1 Obtain anti-virus definitions for the Microsoft Windows platform, intrusion detection sensor
signatures for Motorola supplied IDS, Microsoft Security Updates for Windows Operating system,
Solaris operating system recommended patch bundles, and Red Hat Linux security patches from
Motorola selected commercial suppliers.
3.2 Evaluate anti-virus definitions classified as Category 4 and 5 by Motorola selected commercial
supplier to determine if a high-priority release is required. Motorola in its discretion will determine
the urgency of the update based on the impact to the System.
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3.3 Identify and document latest System vulnerabilities and compliance issues discovered during
quarterly vulnerability scan performed in Section 3.4.
3.4 Investigate new vulnerabilities and compliance issues that are identified. Recommended
response may include, but is not limited to, ASTRO 25 Systems, deploy security software updates;
deploy operating system security updates or patches; implement configuration changes; upgrade to
current ASTRO 25 System Release (actual upgrade expense not included in this service offering);
or recommending a compensating control.
3.5 Pre-test recommended remediation when applicable and make documentation and/or software
updates available to Customer electronically.
3.6 Provide documented response with recommended remediation when applicable for all new
vulnerabilities quarterly or at Motorola's discretion to Customer electronically.
3.7 Test anti-virus definitions, intrusion detection sensor signatures, and operating system security
updates/patches by deploying them on a dedicated ASTRO 25 test System with the standard
supported configurations, which include Motorola's then current approved cohabitated applications.
3.8 Confirm that tested anti-virus definitions, intrusion detection sensor signatures, and operating
system security updates/patches do not degrade or compromise System functionality on dedicated
test System within the standard supported configurations.
3.9 Address issues identified during testing to support functionality under the procedures specified
in 3.8 above by working with Motorola selected commercial supplier or Motorola product
development engineering team.
3.10 Release pre -tested anti-virus definitions and intrusion detection sensor signatures for Motorola
supplied IDS electronically on a weekly basis upon successful completion of the weekly test cycle
to be completed one week after release by commercial supplier unless an issue is detected or within
36 hours from Motorola selected commercial supplier's Category 4 & 5 certified virus definitions
being available or at Motorola's discretion if determined by Motorola to be a high-priority release.
Release may include Approved by Motorola Contracts & Compliance; 8/1/2012 the anti-virus
definition file, intrusion detection sensor signatures, updated configuration files, instructions and
other information deemed pertinent by Motorola.
3.11 Release Microsoft, Solaris and Red Hat Linux operating system security patches/updates when
they are certified and available with instructions for obtaining patch/update for Customer
deployment on the Customer system. Microsoft operating system security updates will be released
monthly as available from Motorola selected commercial supplier upon successful completion of
monthly test cycle. Solaris and Red Hat Linux operating system security patches will be released
quarterly upon successful completion of quarterly test cycle or at Motorola's discretion.
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3.12 Notify Customer when the latest release is available with instructions on where to obtain latest
release.
3.13 Provide technical assistance if there is an issue with the installation of an update.
3.14 Maintain annual Customer subscriptions for anti-virus definitions and intrusion detection
sensor signatures, with Motorola selected commercial supplier.
4.0 Customer has the following responsibilities:
4.1 Provide means for accessing pre -tested files electronically.
4.2 Deploy pre -tested files on Customer System as instructed in the "Read Me" text provided.
4.3 Implement recommended remediation(s) on Customer System as determined necessary by
Customer.
4.4 Upgrade System to a Supported System Release as necessary to continue Service.
4,5 Identify one point of contact for issues specific to Security Update Service.
4.6 Cooperate with Motorola and perform all acts that are reasonable and/or necessary to enable
Motorola to electronically provide Security Update Service — Platinum to Customer.
4.7 Comply with the terms of the applicable license agreement between Customer and the Non -
Motorola Software copyright owner,
4.8 Adhere closely to the System Support Center (SSC) troubleshooting guidelines provided upon
system acquisition. A failure to follow SSC guidelines may cause Customer and Motorola
unnecessary or overly burdensome remediation efforts that may result in a service fee to Customer.
5.0 WARRANTIES AND DISCLAIMER:
Motorola warrants that its services will be free of defects in materials and workmanship for a period
of ninety (90) days following completion of the service. Your sole remedies are to require Motorola
to re -perform the affected service or at Motorola's option to refund, on a pro -rata basis, the service
fees paid for the affected service.
During the applicable Warranty Period, Motorola warrants that the tested anti-virus definitions,
intrusion detection sensor signatures, and operating system security updates/patches do not degrade
or compromise System functionality, and that after incorporation of the recommended remediation
action the System Software, when used properly and in accordance with the Documentation, 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. 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
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which this information is provided) are collectively referred to as "Documentation." Whether a
defect occurs will be determined solely with reference to the Documentation. Motorola does not
warrant that Customer's use of the Software or Products will be uninterrupted or error -free or that
the Software or the Products will meet Customer's particular requirements.
MOTOROLA DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO PRETESTED
ANTI-VIRUS DEFINITIONS, DATABASE SECURITY UPDATES, OPERATING SYSTEM
SOFTWARE PATCHES, AND INTRUSION DETECTION SENSOR SIGNATURE FILES,
EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON -
INFRINGEMENT. FURTHER, MOTOROLA DISCLAIMS ANY WARRANTY CONCERNING
THE NON -MOTOROLA SOFTWARE AND DOES NOT GUARANTEE: THAT CUSTOMER'S
SYSTEM WILL BE ERROR -FREE OR IMMUNE TO VIRUSES OR WORMS AS A RESULT
OF THESE SERVICES
Appendix D -- High -Speed Connectivity Specifications
Connectivity Requirements
• The minimum supported link between the core and the zone is a full T1
• Any link must realize or a sustained transfer rate of 175 kBps / 1.4 Mbps or better, bidirectional
• Interzone links must be fully operational when present
• Link reliability must satisfy these minimum QoS levels:
o Port availability must meet or exceed 99.9% (three nines)
o Round trip network delay must be 100 ms or less between the core and satellite (North
America) and 400 ms or less for international links o Packet loss shall be no greater than
0.3%
o Network jitter shall be no greater than 2 ms
• The network requirements above are based on the SLA provided for Sprint Dedicated IP Services as
of April, 2012. It is possible other vendors may not be able to meet this exact SLA, so these cases
must be examined on a case-by-case basis.
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Exhibit D
PRICING AND PAYMENT
Page 8 SUA 11 Service Agreement No. S00001003536_ v 12-2-2015
Exhibit D
1:2 N 14II.It7=1 kNIOWNUi 14 al
St. Lucie County System Lifecycle (SUA ll) with Regional Discount
YEAR 2 1 YEAR 3 YEAR 4 YEAR 5 1 YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 14 TOTAL
$ 190,873 $ 192,473 $ 194,073 $ 195,973 $ 197,773 $ 199,673 $ 201,473 $ 203,473 $ 205,673 $ 1,781,457
Page 8 SUA H Service Agreement No, 500001003536_ v.12-2-2015