Loading...
HomeMy WebLinkAboutExhibitPROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI AND MOTOROLA SOLUTIONS, INC. This Professional Services Agreement ("Agreement") is made and entered into as of 1 day of October, 2013 ("Effective Date") by and between the City of Miami, a municipal corporation of the State of Florida (hereinafter referred to as the "City"), and Motorola Solutions, Inc. (hereinafter referred to as the "Provider"). RECITALS WHEREAS, Resolution No. 04-0491, adopted on July 22, 2004, the Miami City Commission authorized the purchase of a Public Safety Technology Enhancement Program, consisting of a Computer Aided Dispatch System ("CAD"), Law Records Management System ("RMS" or "LRMS"), and a Premier Mobile Data Communications System ("PMDC") from Printrak International, Inc., a wholly owned subsidiary of Motorola, Inc., for the Department of Police, under the then existing Miami -Dade County Request for Proposals No. 317. WHEREAS, said Resolution authorized the City Manager to execute a Computer Aided Dispatch System Agreement ("Agreement") for a period not to exceed two (2) years until there was a successful implementation. Additionally, the Agreement allowed for a separate maintenance agreement running for five (5) years from the warranty period expiration date, and with five annual options to renew at the City's sole discretion. WHEREAS, in April 2009, Printrak International, Inc., was sold to Sagem Securite and the computer -aided dispatch business of Motorola Inc., was integrated into Motorola, Inc., prior to the sale of Printrak International, Inc. Furthermore, on January 4, 2011, Motorola, Inc., changed its name to Motorola Solutions, Inc. For these reasons, the City and Provider are desirous of entering into a new Agreement which will replace and supersede the existing maintenance agreement. WHEREAS, via Resolution No. XX-XXX, adopted , 2013, the Miami City Commission, pursuant to Section 18-72 (b)(15) of the Code of the City of Miami, Florida, as it may be 1 e, - amended or supplemented, from time to time, has authorized the City Manager to enter into and execute this Agreement with the Provider, for the Services outlined in Exhibit A. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows: TERMS 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. Provider's Maintenance and Support Agreement is hereby incorporated into and made a part of this Agreement and attached hereto as Exhibit "A". The Insurance Requirements are hereby incorporated into and made a part of this Agreement as attached Exhibit `B". The order of precedence whenever there is conflicting or inconsistent language between documents is as follows: (1) main body of this Professional Services Agreement (2) Exhibit A — Provider's Maintenance and Support Agreement; and (3) Exhibit B — Insurance Requirements. 2. TERM: Unless terminated per §13 herein, the term of this Agreement will be one (1) year, beginning on October 1, 2013 through September 30, 2014 with an option to renew for four (4) additional, one (1) year periods, unless either party notifies the other of its intention to not renew the Agreement (in whole or part) not less than thirty (30) days before the anniversary date or this Agreement is terminated for default by a party. 3. SCOPE OF SERVICES: A. Provider agrees to provide the Services as specifically described and under the terms and conditions set forth in the Provider's Maintenance and Support Agreement, attached hereto as Exhibit A. B. Provider represents and warrants to the City that Provider: (i) possesses all qualifications, licenses and expertise required to perform the Services described in Exhibit "A"; (ii) is and shall be, at all times during the terrn hereof, fully qualified and trained to perform the Services described in Exhibit "A"; and (iii) the Services will be performed in the manner described in. Exhibit "A", and in any submittals approved by the City and Provider. 2 4. COMPENSATION: The annual compensation to the Provider for the Services shall not exceed the "Term Grand Total" indicated on the bottom of Exhibit C - Support Plan Options and Pricing Worksheet, included within Exhibit A of this Agreement. Payment to Provider shall be made in accordance with Section 5., PRICING, PAYMENT, AND TERMS, of Exhibit A of this Agreement. Invoices shall be accompanied by sufficient supporting documentation and contain sufficient detail to allow a proper audit of expenditures, should the City require one to be performed. Invoices shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act", §218.70. - 218.79, Florida Statutes, and other applicable laws. 5. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any information, document, report or any other material whatsoever which is given by the City to Provider (which was not previously possessed by Provider or not otherwise in the public domain) is and shall at all times remain the property of the City. Provider agrees not to use any such information, document, report or material which is the property of the City for any other purpose whatsoever without the written consent of the City Manager, which may be withheld or conditioned by the City in its sole discretion. Notwithstanding the foregoing or anything else in this Agreement to the contrary, Provider shall retain all rights to any confidential or proprietary information; as such is defined by the laws of the state of Florida, prepared by Provider during the course of this Services Agreement. 6. AUDIT AND INSPECTION RIGHTS: A. The City may, at reasonable times, and for a period of up to five (5) years following the expiration date of this Agreement, audit, or cause to be audited, those books and records of Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain all such books and records at its principal place of business for a period of five (5) years after the expiration of this Agreement. B. All audits shall be subject to, and made in accordance with, the provisions of Section 18- 102 of the Codes of the City of Miami, as it may be amended or supplemented from time to time. The 3 City may, at reasonable times during the term hereof, inspect Provider's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Provider under this Agreement conform to the terms hereof and/or the terms of the Solicitation Documents, if applicable. Provider shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All test and inspections shall be subject to, and made in accordance with, the provisions of Section 18-101 of the Code of the City of Miami, Florida, as it may be amended or supplemented, from time to time. C. Nothing in this Agreement will require Provider to disclose its confidential or proprietary cost and pricing data; nor will the City be allowed in any of Provider's confidential or proprietary areas of its facilities. 7. AWARD OF AGREEMENT: Provider represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 8. PUBLIC RECORDS: A. Provider understands that the public shall have access, at all reasonable times, to the City's contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to the City's contracts subject to disclosure under applicable law. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. Notwithstanding the foregoing or anything else in this Agreement to the contrary, subject to the provisions of Florida law, including, but limited to Chapter 119, Florida Statutes, City agrees not to disclose any confidential and proprietary information and trade secrets of Provider. B. Contractor/consultant/provider shall additionally comply with the provisions of Section 119.0701, Florida Statutes, entitled "Contracts; public records". 9. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider understands that agreements between private entities and local governments are subject to certain laws and 4 regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Provider agrees to comply in this Agreement and all Attaclunents thereto with and observe all applicable federal, state and local laws, codes and ordinances as they may be amended from time to time. 10. INDEMNIFICATION: Provider shall indemnify, hold harmless and defend the City, its officials, officers, directors, and employees, from liabilities, damages, losses, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, failure to exercise the applicable standard of care, negligent act or omission, recklessness or intentional wrongful misconduct of Provider and persons employed or utilized by Provider in the performance of this Agreement and will indemnify, hold harmless and defend the City, its officials, officers, directors and employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, or from failure to comply with any applicable Code, statute, ordinance, rule or regulation relating to this Agreement or performance under it, any breach of contract, any "statutory" violation, including any other civil actions arising from this Agreement. These indemnifications shall survive the term, or termination, of this Agreement. In the event that any action or proceeding is brought against City by reason of any such claim or demand, Provider shall, upon written notice from City, resist and defend such action or proceeding. The Provider expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by Provider shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, and employees. Provider will defend at its expense any suit brought against City to the extent it is based on a third -party claim alleging that the Equipment manufactured by Provider or the Provider Software ("Provider Product") directly infringes a United States patent or copyright ("Infringement Claim"). Provider's duties to defend and indemnify are conditioned upon: City promptly notifying Provider in writing of the Infringement Claim; Provider having sole control of the defense of the suit and all negotiations for its settlement or compromise; and City providing to Provider cooperation and, if requested by Provider, reasonable assistance in the defense of the Infringement Claim. In addition to Provider's obligation to defend, and subject to the same conditions, Provider will pay all damages finally 5 awarded against City by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Provider in settlement of an Infringement Claim. If an Infringement Claim occurs, or in Provider's opinion is likely to occur, Provider may at its option and expense: (a) procure for City the right to continue using the Provider Product; (b) replace or modify the Provider Product so that it becomes non - infringing while providing functionally equivalent performance; or (c) accept the return of the Provider Product and grant City a credit for the Provider Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. Provider will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Provider Product with any software, apparatus or device not furnished by Provider; (b) the use of ancillary equipment or software not furnished by Provider and that is attached to or used in connection with the Provider Product; (c) Provider Product designed or manufactured in accordance with City'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 Provider Product by a party other than Provider; (e) use of the Provider Product in a manner for which the Provider Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by City to install an enhancement release to the Provider Software that is intended to correct the claimed infringement. In no event will Provider's liability resulting from its indemnity obligation to City extend in any way to royalties payable on a per use basis or the City's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Provider from City from sales or license of the infringing Provider Product. This subsection provides City's sole and exclusive remedies and Provider's entire liability in the event of an Infringement Claim. City has no right to recover and Provider has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this subsection are subject to and limited by the restrictions set forth in Section 6 of Exhibit A. 6 The indemnification provided above shall obligate Provider to defend at its own expense, supplemental or bankruptcy proceeding, or to provide for such defense, at City's option, any and all claims of liability and all suits and actions which may be brought against City whether performed by Provider, or persons employed or utilized by Provider. This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including the limitations of §725.06 and/or §725.08, Fla. Statutes, as amended from time to time as applicable. The indemnification provided above shall obligate Provider to defend at its own expense to and through judicial proceedings, and to provide for such defense against any and all claims of liability and all suits and actions which may be brought against City as a result of Provider's, or persons employed or utilized by Provider's negligent or wrongful acts or omissions. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida. Provider shall require all subcontractor agreements to include a provision that they will indemnify the City. The Provider agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Provider in which the City participated either through review or concurrence of the Provider's actions. In reviewing, approving or rejecting any submissions by the Provider or other acts of the Provider, the City in no way assumes or shares any responsibility or liability of the Provider or subcontractor, under this Agreement. 11. DEFAULT: If Provider fails to comply with any material term or condition of this Agreement or fails to perform any of its material obligations hereunder, and if the failure to comply is in no way due to lack of performance by the City, then Provider shall be in default. If Provider fails to cure the default within sixty (60) days written notice from City, then City, in addition to all remedies available to it by 7 law, may immediately, upon written notice to Provider, terninate this Agreement in accordance with Section 13, TERMINATION RIGHTS, of this Agreement. 12. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that all disputes between Provider and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith. Provider shall not be entitled to seek judicial relief unless: (i) Provider has first received the City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds $25,000 or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, ninety (90) days if City Manager's decision is subject to City Commission approval; or (iii) the City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. 13. TERMINATION RIGHTS: A. The City, acting by and through its City Manager, shall have the right to terminate this Agreement, in its sole discretion, at any time, for convenience and for no cause, by giving written notice to Provider at least sixty (60) days prior to the effective date of such termination. The City agrees to pay for all conforming services rendered and equipment shipped up to the effective date of termination. B. City shall have the right to terminate this Agreement upon the occurrence of an event of default as provided in Paragraph 11. 14. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance coverage as shown in "Exhibit B". All such insurance, including renewals, shall be subject to the approval of the City Risk Management Director for adequacy of protection and evidence of such coverage shall be furnished to the City on Certificate of Insurance indicating such insurance to be in force and effect. Provider agrees to provide a written notice of cancellation or material change to the City Risk Management Administrator in accordance with material Policy revisions to the City's coverage under this 8 Agreement. A completed Certificate of Insurance shall be filed with the City prior to the performance of services.. If, in the judgment of the City Risk Management Administrator, prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Provider of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Contract may be considered terminated on the date that the required change in policy coverage would otherwise take effect. 15. NONDISCRIMINATION: Provider represents and warrants to the City that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Provider and Contractor's, respectively, performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to the discrimination under any provision of this Agreement. 16. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of the City Commission, which may be withheld or conditioned, at the City's sole discretion. 17. NOTICES: All notices or other communications required under this Agreement shall be writing and shall be given by hand -delivery, overnight courier with receipt, or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. 9 TO CITY Daniel J. Alfonso City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 with copies to: Victoria Mendez City Attorney City of Miami 444 S.W. 2nd Avenue, Suite 945 Miami, Florida 33130 Lt. Sean MacDonald Police Department 400 NW 2nd Avenue Miami, Florida 33128 TO PROVIDER Legal and Government Affairs Department 1303 E. Algonquin Road, IL01, 8th Floor Schaumburg, IL 60196 Attn: Judy Jean-Pierre 18. MISCELLANEOUS PROVISIONS: A. This Agreement and its Attachments shall be construed and enforced according to the laws of the State of Florida. Venue for any legal action shall be in Miami -Dade County, Florida in order to expedite the conclusion of any action the parties agree to waive their right to trial by jury, their right to file permissive counterclaims, or to claim attorney's fees in any civil or administrative action between them arising from this Agreement. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase 10 shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. 19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 20. INDEPENDENT CONTRACTOR: Provider has been procured and is being engaged to provide goods or services to the City as an independent contractor, and not as an agent or employee of the City. Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the City under this Agreement. 21. NON -APPROPRIATIONS CLAUSE: In the event that sufficient funding for this Agreement is not appropriated or made available for each renewal period, with continued authorization for program activities, due to lack of funds, reduction of funds and/or change in law or regulations, the City may terminate the Agreement for non -appropriations pursuant to Section 13 (A) with prompt notice to Provider. 22. REAFFIRMATION OF REPRESENTATIONS: Provider hereby reaffirms all of the representations contained in the Solicitation Documents, if applicable. 23. ENTIRE AGREEMENT: This instrument and its Attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 24. REFERENCE LIST AND ADVERTISING: City agrees that Provider may list that its Equipment has been installed in the City in Provider's sales reference list. Provider may advertise to other municipalities that the Equipment has been installed in the City. This Section will not be applicable in the event the Provider is held in default by the City. 11 25. MISCELLANEOUS: Provider shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, Provider shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. 26. FLORIDA PUBLIC RECORDS LAW COMPLIANCE : Pursuant to the provisions of § 119.0701 Fla. Stat. Contractor must comply with the Florida public records laws, specifically the Contractor must: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. 12 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "City" CITY OF MIAMI, a municipal corporation ATTEST: By: Todd Hannon, City Clerk Daniel J. Alfonso City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Victoria Mendez Ann -Marie Sharpe, Acting Director City Attorney Department of Risk Management "Provider" ATTEST: Provider Solutions, Inc. By: Print Name: Judith Jean-Pierre Print Name: Marshall Wright Title: Assistant Secretary Title: MSSSI Vice President CERTIFICATE OF ASSISTANT SECRETARY PROVIDER SOLUTIONS, INC. The undersigned certifies that he or she is a duly appointed Assistant Secretary of Provider Solutions, Inc, (the "Company"), a corporation duly organized and existing under the laws of the State of Delaware, and that, as such, he or she is authorized to execute this Certificate on behalf of the Company, and further certifies that: At a meeting of the Board of Directors of the Company held on May 1, 2012 at which a quorum was present and acting throughout, the following resolutions were duly adopted, effective May 1, 2012, have not been amended, and are in full force and effect on the date hereof: RESOLVED, that all Senior Vice Presidents be, and each one of them is, authorized to sign and execute all agreements, contracts, bids, proposals, deeds, assignments, powers of attorney, performance guarantees, performance guarantee undertakings, instruments, documents, claims, including claims against the United States, and certifications of such claims, in the ordinary course of business of the Company and related to his or her work as a Senior Vice President of one of the Company's businesses, groups or corporate departments, all of which are collectively referred to as "Documents", provided that this authority does not extend to: (1) documents related to: (i) acquisitions, divestures, joint ventures and equity investments, (ii) supply chain procurement arrangements, (Senior Vice Presidents in the Procurement Organization have authority for supply chain procurement arrangements in a specific Board resolution), (iii) outsourcing arrangements, (iv) City financing extending more than 364 days, (v) capital expenditures, (vi) lease commitments, (vii) agreements and compensatory arrangements applicable to Provider Solutions Appointed Vice Presidents and above, (viii) financial guarantees, financial surety agreements and financial guarantee undertakings, (ix) opening bank accounts, (x) establishing borrowing relationships on behalf of the Company, and (xi) voting or otherwise dealing with securities owned by the Company; and (2) amounts in excess of $50 million. The officers named above are authorized to delegate this authority in writing to others. 2. The following person is a duly qualified and acting officer of the Company and has been duly elected to the office set forth opposite his or her name: Name Title Jim Welch Senior Vice President IN WITNESS WHEREOF, I have executed this Certificate as of this day of December, 2013. 14 Judith Jean-Pierre Assistant Secretary "EXHIBIT A" PROVIDER'S MAINTENANCE AND SUPPORT AGREEMENT 15 EXHIBIT A Motorola Solutions, Inc. Maintenance and Support Agreement Motorola Solutions, Inc. Applications and Data Solutions Public Safety Applications 7237 Church Ranch Blvd, Suite 406, Westminster, CO 80021 Version 5-25-12 Maintenance and Support Agreement Motorola Solutions, Inc., a Delaware corporation ("Motorola Solutions" or "Seller") having a place of business located at 7237 Church Ranch Blvd, Suite 406 Westminster, CO 80021 and City of Miami ("Customer"), having a place of business located at 400 NW Second Avenue, Miami, Florida 33128, enter into this Maintenance and Support Agreement ("Agreement"), pursuant to which Customer will purchase and Seller will sell the maintenance and support services as described below and in the attached exhibits. Seller and Customer may be referred to individually as "party" and collectively as "parties." For good and valuable consideration, the parties agree as follows. Section 1 EXHIBITS The Exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement will take precedence over the Exhibits and any inconsistency between the Exhibits will be resolved in the order in which they are listed below. Exhibit A Exhibit B Exhibit C Exhibit D "Description of Covered Products" "Support Plan" "Support Plan Options and Pricing Worksheet" "Billable Rates" Section 2 DEFINITIONS "CSR" means Motorola Solutions Customer Service Request System "Equipment" means the physical hardware purchased by Customer from Seller pursuant to a separate System Agreement, Products Agreement, or other form of agreement. "Motorola Solutions" means Motorola Solutions, Inc., a Delaware corporation. "Motorola Solutions Software" means Software that Motorola Solutions owns. The term includes Product Releases, Standard Releases, and Supplemental Releases. "Non -Motorola Solutions Software" means Software that a party other than Motorola Solutions owns. "Optional Technical Support Services" means fee -based technical support services that are not covered as part of the standard Technical Support Services. "Patch" means a specific change to the Software that does not require a Release. "Principal Period of Maintenance" or "PPM" means the specified days, and times during the days, that maintenance and support services will be provided under this Agreement. The PPM selected by Customer is indicated in the Support Plan Options and Pricing Worksheet. "Products" means the Equipment (if applicable as indicated in the Description of Covered Products) and Software provided by Seller. "Releases" means an Update or Upgrade to the Motorola Solutions Software and are characterized as "Supplemental Releases," "Standard Releases," or "Product Releases." A "Supplemental Release" is defined as a release of Motorola Solutions Software that contains primarily error corrections to an existing Standard Release and may contain limited improvements that do not affect the overall structure of the Motorola Solutions Software. Depending on Customer's specific configuration, a Supplemental Release might not be applicable. Supplemental Releases are identified by the third digit of the three -digit release Motorola Solutions, Inc. PSA M&SA 1 Version 5-25-12 number, shown here as underlined: "1.2.3". A "Standard Release" is defined as a release of Motorola Solutions Software that contains product enhancements and improvements, such as new databases, modifications to databases, or new servers. A Standard Release may involve file and database conversions, System configuration changes, hardware changes, additional training, on -site installation, and System downtime. Standard Releases are identified by the second digit of the three -digit release number, shown here as underlined: "1.2.3". A "Product Release" is defined as a release of Motorola Solutions Software considered to be the next generation of an existing product or a new product offering. Product Releases are identified by the first digit of the three -digit release number, shown here as underlined: "1.2.3". If a question arises as to whether a Product offering is a Standard Release or a Product Release, Motorola Solutions opinion will prevail, provided that Motorola Solutions treats the Product offering as a new Product or feature for its end user customers generally. "Residual Error" means a software malfunction or a programming, coding, or syntax error that causes the Software to fail to conform to the Specifications. "Services" means those maintenance and support services described in the Support Plan and provided under this Agreement. "Software" means the Motorola Solutions Software and Non -Motorola Solutions Software that is furnished with the System or Equipment. "Specifications" means the design, form, functionality,or performance requirements described in published descriptions of the Software, and if also applicable, in any modifications to the published specifications as expressly agreed to in writing by the parties. "Standard Business Day" means Monday through Friday, 8:00 a.m. to 5:00 p.m. local time, excluding established Motorola Solutions holidays. "Standard Business Hour" means a sixty (60) minute period of time within a Standard Business Day(s). "Start Date" means the date upon which this Agreement begins. The Start Date is specified in the Support Plan Options and Pricing Worksheet. "System" means the Products and services provided by Seller as a system as more fully described in the Technical and Implementation Documents attached as exhibits to a System Agreement between Customer and Seller (or Motorola Solutions). "Technical Support Services" means the remote telephonic support provided by Seller on a standard and centralized basis concerning the Products, including diagnostic services and troubleshooting to assist Customer in ascertaining the nature of a problem being experienced by the Customer, minor assistance concerning the use of the Software (including advising or assisting the Customer in attempting data/database recovery, database set up, client -server advice), and minor assistance or advice on installation of Releases provided under this Agreement. "Update" means a Supplemental Release or a Standard Release. "Upgrade" means a Product Release. Section 3 SCOPE AND TERM OF SERVICES 3.1. In accordance with the provisions of this Agreement and in consideration of the payment by Customer of the price for the Services, Seller will provide to Customer the Services as indicated in the Support Plan Options and Pricing Worksheet, and Services will apply only to the Products described in the Description of Covered Products. Motorola Solutions, Inc. PSA M&SA 2 Version 5-25-12 3.2. Unless the Support Plan Options and Pricing Worksheet expressly provides to the contrary, the term of this Agreement will be one (1) year, beginning on October 1, 2013 through September 30, 2014 with an option to renew for four (4) additional, one (1) year periods unless either party notifies the other of its intention to not renew the Agreement (in whole or part) not less than thirty (30) days before the anniversary date or this Agreement is terminated for default by a party. 3.3. This Agreement covers all copies of the specified Software listed in the Description of Covered Products that are licensed by Seller to Customer. If the price for Services is based upon a per unit fee, such price will be calculated on the total number of units of the Software that are licensed to Customer as of the beginning of the annual maintenance and support period. If, during an annual maintenance and support period, Customer acquires additional units of the Softwarethat is covered by this Agreement, the price for maintenance and support services for those additional units will be calculated and added to the total price either (1) if and when the annual maintenance and support period is renewed or (2) immediately when Customer acquires the additional units, as Motorola Solutions determines. Seller may adjust the price of the maintenance and support services effective as of a renewal if it provides to Customer notice of the price adjustment at least forty-five (45) days before the expiration of the annual maintenance and support period. Customer shall have the right to negotiate the added equipment and when feasible to decline the addition to the maintenance contract. If Customer notifies Seller of its intention not to renew this Agreement as permitted by Section 3.2 and later wishes to reinstate this Agreement, it may do so with Seller's consent provided (a) Customer pays to Seller the amount that it would have paid if Customer had kept this Agreement current, (b) Customer ensures that all applicable Equipment is in good operating conditions at the time of reinstatement, and (c) all copies of the specified Software listed in the Description of Covered Products are covered. 3.4. When Seller performs Services at the location of installed Products, Customer agrees to provide to Seller, at no charge, a non -hazardous environment for work with shelter, heat, light, and power, and with full and free access to the covered Products. Customer will provide all information pertaining to the hardware and software with which the Products are interfacing to enable Seller to perform its obligations under this Agreement. 3.5. All Customer requests for covered Services will be made initially with the call intake center identified in the Support Plan Options and Pricing Worksheet. 3.6. Seller will provide to Customer Technical Support Services and Releases as follows: 3.6.1. Seller will provide Technical Support Services and correction of Residual Errors during the PPM in accordance with the exhibits. The level of Technical Support depends upon the Customer's selection as indicated in the Support Plan Options and Pricing Worksheet. Any Technical Support Services that are performed by Seller outside the contracted PPM and any Residual Error corrections that are outside the scope will be billed at the then current hourly rates. Technical Support Services will be to investigate specifics about the functioning of covered Products to determine whether there is a defect in the Product and will not be used in lieu of training on the covered Products. 3.6.2. Unless the Support Plan Options and Pricing Worksheet expressly provides to the contrary, Seller will provide to Customer without additional license fees an available Supplemental or Standard Release for Seller's PremierOne Applications after receipt of a request from Customer, but Customer must pay for any installation or other services and any necessary Equipment or third party software or training provided by Seller in connection with such Supplemental or Standard Release. Any services will be performed in accordance with a mutually agreed schedule. 3.6.3 Unless the Support Plan Options and Pricing Worksheet expressly provides to the contrary, Seller will provide to Customer without additional license fees an available Supplemental or Standard Release for Seller's Premier Applications after receipt of a request from Customer. In addition, Seller will provide to Customer, remote and/or onsite Services to implement Premier Applications Standard and Supplemental Releases as part of the Maintenance Services. The decision as to whether a Release will be implemented remotely or onsite will be at the Seller's sole discretion. In such instances Motorola Solutions, Inc. PSA M&SA 3 Version 5-25-12 when by Seller's determination implementation requires customization above standard implementation or when training is required in connection with a Premier Supplemental or Standard Release, Seller will determine the fees associated with the customization or training and provide a quote for Services at the time of Customer request. Customer must pay for any necessary Equipment or third party Software associated with third party implementation provided by Seller in connection with such Supplemental or Standard Release. Seller will provide onsite resources to implement third party Equipment as a part of the Maintenance Services when the third party Equipment is purchased as a part of the requested Upgrade. Additionally, Seller will provide Services to implement Upgrades for components of CAD (Including but not limited to UDT, OQ, AWW, ATM) systems at no additional charge when these components are either part of a CAD Standard or Supplemental Release Upgrade or the components can be implemented remotely by Seller's standards. Customer must pay for onsite implementation fees associated with CAD component Upgrades that are independent of a Standard or Supplemental CAD Release. Seller will provide a quote for CAD component onsite implementation upon Customer's request. Any Services will be performed in accordance with a mutually agreed schedule. This paragraph expressly excludes Product Release versions, such as Seller's PremierOne Product, as stated in section 3.6.3 of this Agreement. Some upgrades will require additional fee based products, services or training as part of an Upgrade. 3.6.4. Seller will provide to Customer an available Product Release after receipt of a request from Customer, but Customer must pay for all additional license fees, any installation or other services, and any necessary Equipment provided by Seller in connection with such Product Release. Any services will be performed in accordance with a mutually agreed schedule. Seller's duty as described in this paragraph is contingent upon Customer's then -current installation at the time of Customer's request being within two (2) Standard Release versions of the new Standard Release available for general release. Any services will be performed in accordance with a mutually agreed schedule. 3,6.5. Seller does not warrant that a Release will meet Customer's particular requirement, operate in the combinations that Customer will select for use, be uninterrupted or error -free, be backward compatible, or that all errors will be corrected. Full compatibility of a Release with the capabilities and functions of earlier versions of the Software may not be technically feasible. If it is technically feasible, services to integrate these capabilities and functions to the updated or upgraded version of the Software may be purchased at Customer's request on a time and materials basis at Seller's then current rates for professional services. 3.6.6. Except as provided in Section 3.6.7, Seller's responsibilities under this Agreement to provide Technical Support Services will be limited to the current Standard Release plus the two (2) prior Standard Releases (collectively referred to in this section as "Covered Standard Releases."). Notwithstanding the preceding sentence, Seller will provide Technical Support Services for a Severity Level 1 or 2 error concerning a Standard Release that precedes the Covered Standard Releases unless such error has been corrected by a Covered Standard Release (in which case Customer will install the Standard Release that fixes the reported error or terminate this Agreement as to the applicable Software). 3.6.7. Seller's responsibilities under this Agreement to provide Technical Support Services will be limited to the current Standard Release concerning the following Software: Customer Service Request, Case Management, Integration Framework, and Integration Framework Express. 3.7. The maintenance and support Services described in this Agreement are the only covered services. Unless Optional Technical Support Services are purchased, these Services specifically exclude and Seller will not be responsible for: 3.7.1. Any service work required due to incorrect or faulty operational conditions, including but not limited to Equipment not connected directly to an electric surge protector, or not properly maintained in accordance with the manufacturer's guidelines. Motorola Solutions, Inc. PSA M&SA 4 Version 5-25-12 3.7.2. The repair or replacement of Products or parts resulting from failure of the Customer's facilities, Customer's personal property and/or devices connected to the System (or interconnected to devices) whether or not installed by Seller's representatives. 3.7.3. The repair or replacement of Equipment that has become defective or damaged due to physical or chemical misuse or abuse, Customer's negligence, or from causes such as lightning, power surges, or liquids. 3.7.4. Any transmission medium, such as telephone lines, computer networks, or the worldwide web, or for Equipment malfunction caused by such transmission medium. 3.7.5. Accessories, custom or Special Products; modified units; or modified Software. 3.7.6. The repair or replacement of parts resulting from the tampering by persons unauthorized by Seller or the failure of the System due to extraordinary uses. 3.7.7. Operation and/or functionality of Customer's personal property, equipment, and/or peripherals and any application software not provided by Seller. 3.7.8. Services for any replacement of Products or parts directly related to the removal, relocation, or reinstallation of the System or any System component. 3.7.9. Services to diagnose technical issues caused by the installation of unauthorized components or misuse of the System. 3.7.10. Services to diagnose malfunctions or inoperability of the Software caused by changes, additions, enhancements, or modifications in the Customer's platform or in the Software. 3.7.11. Services to correct errors found to be caused by Customer -supplied data, machines, or operator failure. 3.7.12, Operational supplies, including but not limited to, printer paper, printer ribbons, toner, photographic paper, magnetic tapes and any supplies in addition to that delivered with the System; battery replacement for uninterruptible power supply (UPS); office furniture including chairs or workstations. 3.7.13, Third -party software unless specifically listed on the Description of Covered Products. 3.7.14. Support of any interface(s) beyond Seller -provided port or cable, or any services that are necessary because third party hardware, software or supplies fail to conform to the specifications concerning the Products. 3.7.15, Services related to customer's failure to back up its data or failure to use an UPS system to protect against power interruptions. 3.7.16. Any design consultation such as, but not limited to, configuration analysis, consultation with Customer's third -party provider(s), and System analysis for modifications or Upgrades or Updates which are not directly related to a Residual Error report. 3.8. The Customer hereby agrees to: 3.8.1. Maintain any and all electrical and physical environments in accordance with the System manufacturer's specifications. Motorola Solutions, Inc. PSA M&SA 5 Version 5-25-12 3.8.2. Provide standard industry precautions (e.g. back-up files) ensuring database security, per Seller's recommended backup procedures. 3.8.3. Ensure System accessibility, which includes physical access to buildings as well as remote electronic access. Remote access can be stipulated and scheduled with customer; however, remote access is required and will not be substituted with on -site visits if access is not allowed or available. 3.8.4. Appoint one or more qualified employees to perform System Administration duties, including acting as a primary point of contact to Seller's Customer Support organization for reporting and verifying problems, and performing System backup. At least one member of the System Administrators group must have completed Seller's End -User training and System Administrator training (if available). The combined skills of this System Administrators group includes proficiency with: the Products, the system platform upon which the Products operate, the operating system, database administration, network capabilities such as backing up, updating, adding, and deleting System and user information, and the client, server and stand alone personal computer hardware. The System Administrator will follow the Residual Error reporting process described herein and make all reasonable efforts to duplicate and verify problems and assign a Severity Level according to definitions provided herein. Customer agrees to use reasonable efforts to ensure that all problems are reported and verified by the System Administrator before reporting them to Seller. Customer will assist Seller in determining that errors are not the product of the operation of an external system, data links between system, or network administration issues. If a Severity Level 1 or 2 Residual Error occurs, any Customer representative may contact Seller's Customer Support Center by telephone, but the System Administrator must follow up with Seller's Customer Support as soon as practical thereafter. 3.9. In performing repairs under this Agreement, Seller may use parts that are not newly manufactured but which are warranted to be equivalent to new in performance. Parts replaced by Seller will become Seller's property. 3.10 Customer will permit and cooperate with Seller so that Seller may periodically conduct audits of Customer's records and operations pertinent to the Services, Products, and usage of application and data base management software. If the results of any such audit indicate that price has been understated, Seller may correct the price and immediately invoice Customer for the difference (as well as any unpaid but owing license fees). 3.11. If Customer replaces, upgrades, or modifies equipment, or replaces, upgrades, or modifies hardware or software that interfaces with the covered Products, Seller will have the right to adjust the price for the Services to the appropriate current price for the new configuration. 3.12 Customer agrees not to attempt or apply any update(s), alteration(s), or change(s) to the database software without the prior approval of the Seller. Section 4. RIGHT TO SUBCONTRACT AND ASSIGN Except as provided herein, neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola Solutions may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola Solutions separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola Solutions may, without the prior written consent of the other Party and at no additional cost to Motorola Solutions, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola Solutions and its affiliates, to the extent applicable) following the Separation Event. Motorola Solutions may subcontract any of the work, but subcontracting will not relieve Motorola Solutions of its duties under this Agreement. Motorola Solutions, Inc. PSA M&SA 6 Version 5-25-12 Section 5. PRICING, PAYMENT AND TERMS 5.1 Prices in United States dollars are shown in the Support Plan Options and Pricing Worksheet. Unless this exhibit expressly provides to the contrary, the price is payable annually in advance. Seller will provide to Customer an invoice, and Customer will make payments to Seller within twenty (20) days after the date of each invoice. During the term of this Agreement, Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a United States financial institution. Motorola Solutions annual maintenance and support pricing for Motorola Solutions products. The annual increase to the contract, for Motorola software support, shall be as follows: • 5% for Year 2 (October 1, 2014 to September 30, 2015) • 4% for Year 3 (October 1, 2015 to September 30, 2016) • 3% for Year 4 (October 1, 2016 to September 30, 2017) • 2% for Year 5 (October 1, 2017 to September 30, 2018) Third party software support shall be limited to a 5% increase annually, for Years 2 to 5 of the contract. 5.2. Overdue invoices will bear simple interest at the rate of ten percent (10%) per annum, unless such rate exceeds the maximum allowed by law, in which case it will be reduced to the maximum allowable rate. 5.3 If Customer requests, Seller may provide services outside the scope of this Agreement or after the termination or expiration of this Agreement and Customer agrees to pay for those services. These terms and conditions and the prices in effect at the time such services are rendered will apply to those services. 5.4 Price(s) are exclusive of any taxes, duties, export or customs fees, including Value Added Tax or any other similar assessments imposed upon Seller. If such charges are imposed upon Seller, Customer will reimburse Seller upon receipt of proper documentation of such assessments. Section 6. LIMITATION OF LIABILITY Except for personal injury or death, Motorola Solutions total Liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA SOLUTIONS WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA SOLUTIONS PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. Section 7. DEFAULT/TERMINATION 7.1. If Motorola Solutions breaches a material obligation under this Agreement (unless Customer or a Force Majeure causes such failure of performance); Customer may consider Motorola Solutions to be in default. If Customer asserts a default, it will give Motorola Solutions written and detailed notice of the Motorola Solutions, Inc. PSA M&SA 7 Version 5-25-12 default. Motorola Solutions will have thirty (30) days thereafter either to dispute the assertion or provide a written plan to cure the default that is acceptable to Customer. If Motorola Solutions provides a cure plan, it will begin implementing the cure plan immediately after receipt of Customer's approval of the plan. 7.2. If Customer breaches a material obligation under this Agreement (unless Motorola Solutions or a Force Majeure causes such failure of performance); if Customer breaches a material obligation under the Software License Agreement that governs the Software covered by this Agreement; or if Customer fails to pay any amount when due under this Agreement, indicates that it is unable to pay any amount when due, indicates it is unable to pay its debts generally as they become due, files a.voluntary petition under bankruptcy law, or fails to have dismissed within ninety (90) days any involuntary petition under bankruptcy law, Motorola Solutions may consider Customer to be in default. If Motorola Solutions asserts a default, it will give Customer written and detailed notice of the default and Customer will have thirty (30) days thereafter to (I) dispute the assertion, (ii) cure any monetary default (including interest), or (iii) provide a written plan to cure the default that is acceptable to Motorola Solutions. If Customer provides a cure plan, it will begin implementing the cure plan immediately after receipt of Motorola Solutions approval of the plan. 7.3. If a defaulting party fails to cure the default as provided above in Sections 7.1 or 7.2, unless otherwise agreed in writing, the non -defaulting party may terminate any unfulfilled portion of this Agreement and may pursue any legal or equitable remedies available to it subject to the provisions of Section 6 above. 7.4. Upon the expiration or earlier termination of this Agreement, Customer and Seller will immediately deliver to the other Party, as the disclosing Party, all Confidential Information of the other, including all copies thereof, which the other Party previously provided to it in furtherance of this Agreement. Confidential Information includes: (a) proprietary materials and information regarding technical plans; (b) any and all other information, of whatever type and in whatever medium including data, developments, trade secrets and improvements, that is disclosed by Seller to Customer in connection with this Agreement; (c) all geographic information system, address, telephone, or like records and data provided by Customer to Seller in connection with this Agreement that is required by law to be held confidential. Section 8. GENERAL TERMS AND CONDITIONS 8.1. Notices required under this Agreement to be given by one party to the other must be in writing and either delivered in person or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service), or by facsimile with correct answerback received, and will be effective upon receipt. Customer: City of Miami Attn: Lt. Sean MacDonald 400 NW Second Ave Miami, Florida 33128 Motorola Solutions, Inc. Attn: Law Dept. 1301 E. Algonquin Road Schaumburg, IL 60196 8.2. Neither party will be liable for its non-performance or delayed performance if caused by an event, circumstance, or act of a third party that is beyond such party's reasonable control. 8.3. Failure or delay by either party to exercise any right or power under this Agreement will not operate as a waiver of such right or power. For a waiver to be effective, it must be in writing signed by the waiving party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. Motorola Solutions, Inc. PSA M&SA 8 Version 5-25-12 8.4. Customer may not assign any of its rights under this Agreement without Motorola Solutions prior written consent. 8.5. This Agreement, including the exhibits, constitutes the entire agreement of the parties regarding the covered maintenance and support services and supersedes all prior and concurrent agreements and understandings, whether written or oral, related to the services performed. Neither this Agreement nor the Exhibits may be altered, amended, or modified except by a written agreement signed by authorized representatives of both parties. Customer agrees to reference this Agreement on all purchase orders issued in furtherance of this Agreement. Neither party will be bound by any terms contained in Customer's purchase orders, acknowledgements, or other writings (even if attached to this Agreement). 8.6. This Agreement will be governed by the laws of the United States to the extent that they apply and otherwise by the laws of the State to which the Products are shipped if Licensee is a sovereign government entity or the laws of the State of Illinois if Licensee is not a sovereign government entity. Section 9. CERTIFICATION DISCLAIMER Seller specifically disclaims all certifications regarding the manner in which Seller conducts its business or performs its obligations under this Agreement, unless such certifications have been expressly accepted and signed by an authorized signatory of Seller. Section 10. COMPLIANCE WITH APPLICABLE LAWS The Parties will at all times comply with all applicable regulations, licenses and orders of their respective countries relating to or in any way affecting this Agreement and the performance by the Parties of this Agreement. Each Party, at its own expense, will obtain any approval or permit required in the performance of its obligations. Neither Seller nor any of its employees is an agent or representative of Customer. IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first written above. MOTOROLA SOLUTIONS, INC. CITY OF MIAMI By: • By: Name: David Walker Name: Title: MSSSI Vice President Title: Date: 10/14/13 Date: Motorola Solutions, Inc. PSA M&SA 9 Version 5-25-12 Exhibit A DESCRIPTION OF COVERED PRODUCTS MAINTENANCE AND SUPPORT AGREEMENT 524 TERM: 10/01/13-09/30/14 CUSTOMER: City of Miami Site Identification Numbers Product I nfotrak PremierCAD'M PremierMDC'"' PremierMDC'" FBR -Site Identification PSA393100 (LRMS) PSA3931002CAD) PSA3931002PMDC) PSA393100_(FBR) The following table lists the Products under maintenance coverage: Motorola Solutions Software Product Description . RMS Server - Multi -Agency (200+) Service Level . 24x7 I . Qity 1 Term Fees $190,138.00 infotrakTM RMS Query Only Client Access License 450 RMS Administrator Client Access License 400 RMS DSS License (over 50 workstations) 1 nfotrakTM Infortrak to Thinkstream interface, Pre -acceptance status, Warranty TBD, SA# 1097 24x7 1 TBD PremierCADTM PCAD Server License 24x7 1 $101,541.00 PCAD/AWW Client License 51 CAD DSS Server License 1 MGU (Replaced GGM) 1 ATM Server License (over 50 workstations) 1 ATM Client License (over 50 workstations) 51 Open Query Serve License (over 50 workstations) 1 Open Query Client License (over 50 workstations) 462 PMDC MDT Interface 1 PMDC FBR Interface 1 E911 Interface 1 Spectracom WWVB Interface 1 PremierMDCTM PMDC Server License (501-1000 units) 24X7 1 $154,062.00 PMDC Client License 725 PMDC In -House Client License 1 Initial PremierMDC Client Configuration 1 Additional Premier MDC Client Configuration 1 GPS Integration Client Module 725 State/NCICINLETS Interface 1 CAD Std Interface 1 RMS Std Interface 1 RMS Std Interface - ICS Server 1 Motorola Solutions, Inc. PSA M&SA Exhibit A 10 Version 5-25-12 Exhibit A DESCRIPTION OF COVERED PRODUCTS Continued Motorola Solutions Software Continued Product Description Service Level Qty . Tenn Fees PremierMDCTM FBR PMDC Reporting Server License PMDC Reporting Client License PMDC In -House Reporting Client License Standard Reports Package plus (7) pages of customized reports Customize CAD Import into Forms Database Customize State Import into Forms Database Customize RMS Import into Forms Database RMS Reporting Integration Module Accident Diagramming In -House Accident Diagramming 24x7 1 725 1 1 1 1 1 1 725 1 Motorola Solutions Software Subtotal $193,514.00 $639,255.00 Motorola Solutions, Inc. PSA M&SA Exhibit A 11 Version 5-25-12 Exhibit A DESCRIPTION OF COVERED PRODUCTS Continued 3rd Party Vendor Software/Hardware Product Description Service Level Qty Term Fees Stratus Hardware/Software, Site Id# 7936 P3103R-2D ftServer 3300, 4U, 2-way DMR 24x7 1 $21,398.00 AK403 Fault -Tolerant ASN Attach Kit 1 AK436 High -Leakage Label 1 AK438 USB Floppy Disk Drive Kit 1 AK442 42U Rack Accessories 1 AK445 ftServer-family 4U Rack Bezel 1 D532 ftServer 73 GB 3.5 10,000 RPM 6 F9583 ftServer PCI Slot Filler Panel 2 M229 ftServer 1GB DDR DIMM 4 MA625 1U ftServer Family Filler Panel 2 PA1068 Stratus 4U rack packaging 1 T511 ftServer External DDS-4 Tape Drive 1 U515 ftServer Single -Port 10/100Base 2 V126-P PS2 to USB converter 1 V128 15 inch Rack Mount LCD 1 SO409-EN Microsoft Windows Server 2003 1 SO418-EN English ftServer System Software 1 SO426 Rapid Disk Resync 1 Stratus, Site Id# 7936 Maintenance $21,398.00 Stratus Hardware/Software, Site Id# 8143 P3103R-2D ftServer 3300, 4U, 2-way DMR 24x7 1 $21,398.00 AK403 Fault -Tolerant ASN Attach Kit 1 AK433 4U Sonic Low -voltage Label 1 AK438 USB Floppy Disk Drive Kit 1 AK445 ftServer-family 4U Rack Bezel 1 D532 ftServer 73 GB 3:5 10,000 RPM 6 F9583 ftServer PCI Slot Filler Panel 4 M229 ftServer 1GB DDR DIMM 4 PA1068 Stratus 4U rack packaging 1 T511 ftServer External DDS-4 Tape Drive 1 U515-P ftServer Single Port 10/100Base 2 V126-P PS2 to USB converter 1 V128 15 inch Rack Mount LCD 1 SO409-EN Microsoft Windows Server 2003 1 SO418-EN English ftServer System Software 1 S0426 Rapid Disk Resync 1 Stratus, Site Id# 8143 Maintenance $21,398.00 Motorola Solutions, Inc. PSA M&SA Exhibit A 12 Version 5-25-12 Exhibit A DESCRIPTION OF COVERED PRODUCTS Continued 3rd Party Vendor Software/Hardware Continued Product Description Crystal Report Service Level Qty . Term Fees Business Objects Software Crystal Report Software Business Objects Maintenance 9x5 1 $3,518,00 $3,518.00 Product.: Description . Service Level Qty _ HP System#52897 Hardware/Software* :-Term Fees 1011/1312131/13* Hardware 1961-B S7600 PROCESSOR WITH 1 GB MEMORY 24x7 4 $13,432.00 3861 SERVERNET-ETHERNET CONTROLLER CRD 2 3880 SERVERNET WIDE AREA NET CONCENTRATOR 1 46144 144GB 15K RPM DISK DRIVE; S-SERIES 2 4619 18GB 15K RPM DISK DRIVE FOR S- SERIES 12 5142 4MM DAT,DDS-3 DSKTP NO ACL S- SERIES 1 6750M MODULAR SEB BASE UNIT 4 6750M-C SERIAL COPPER PIC, SERVERNET II 4 7194 S-SERIES DOUBLE HIGH ENCL. W/BASE 1 7360 S-SERIES POWER SHELF 2 SHUB-12 ETHERNET HUB - 12 PORT 1 SMOD-USB NONSTOP SERVICE CONNECT USB MODEM 2 Software 9190 NETBATCH 24x7 1 $8,285.00 9640 VIEWPOINT 1 SA30 PERFORMANCE MGMT BNDL (HOST) 1 SA57 EXPAND 1 SB71 NATIVE COBOL RUNTIME - S SERIES 1 SB81 COBOL85 RUNTIME - S SERIES 1 SD70 TCP/IP LAN PRINT SPOOLER 1 SE17 ENFORM PLUS 1 SM58V1 RSC/MP HOST 1 SM67V1 RSC/MP WIN32 WINDOWS CLIENT 1 SN73 STANDARD S-SERIES OS PACKAGE 1 SR53 PATHWAY W/ TS/MP (PER CPU 1-4) 4 HP System# 52897 Maintenance $21,717.00 3rd Party Vendor Software/Hardware Subtotal $68,031.00 LRMS, PCAD, PMDC Maintenance Total $707,286.00 Multi -System Discount (10% based on 4 Motorola Subsystems) -$63,926.00 Sales Contract Discount -$190,00.00 LRMS, PCAD, PMDC Maintenance Grand Total $453,360.00 *Note: Due to 12/31/13 end of support on HP S-Series systems, support term on HP System# 52897 covers from 10/01/13-12/31/13 (3 months). Motorola Solutions, Inc. PSA M&SA Exhibit A 13 Version 5-25-12 Exhibit B CUSTOMER SUPPORT PLAN MAINTENANCE AND SUPPORT AGREEMENT 524 TERM: 10/01/13-09/30/14 CUSTOMER: City of Miami Introduction Welcome to Motorola Solutions Customer Support. We appreciate your business and look forward to serving your needs on your Public Safety Applications system. The Customer Support Plan is designed to provide Motorola Solutions customers the details necessary for understanding Motorola Solutions overall support processes and policies as a compliment to the Motorola Solutions Maintenance and Support Agreement. The Motorola Solutions Maintenance and Support Agreement is the legal and binding contractual terms for which services are provided under. Questions or concerns regarding your support plan can be directed to your Support Manager. Below are the topics outlined in this Customer Support Plan: I. Service Offerings I1. Accessing Customer Support Ill. Severity Levels and Case Management IV. Responsibilities V. Customer Call Flow VI. Contacts 1. Service Offerings Motorola Solutions Customer Support organization includes a staff of Support Analysts whom are managed by Motorola Solutions Customer Support Managers and are chartered with the direct front-line support of our customers. A Support Analyst is a system technologist responsible for providing direct or escalation support. A Support Analyst is sometimes referred to as a Customer Support Analyst ("CSA") or Technical Support Analyst ("TSA") or Technical Support Representative. Motorola Solutions Support Organization offers a multi -layered approach to a total service solution, Levels of support are defined as follows: . Service Levels Level Logging, dispatching and tracking service requests Level 1 Selected 1st call support, triage and resolution Leve12 ', Telephone and/or on -site support for normal technical requirements Leve13 ;'. High-level technical support prior to Engineering escalation Level 4 ;.'` Engineering software code fixes and changes Motorola Solutions, Inc. PSA M&SA Exhibit B 14 Version 5-25-12 Motorola Solutions provides to customers on an active maintenance and support agreement defined services and Software Releases. Specific support definitions, offerings and customer responsibilities are detailed in section 3 of the main body of the maintenance and support agreement. II. Accessing Customer Support The Motorola Solutions System Support Center Operations Motorola Solutions Public Safety Applications Technical Support personnel in cooperation with Motorola Solutions System Support Center ("SSC") provide the gateway to technical support for all of Motorola Solutions Public Safety Application systems. Accessing support through Motorola Solutions toll free 800 number, web ticketing or email ticketing ensures accurate case handling and tracking. The goal of the Support team and SSC is to make certain systems are restored and running at peak levels as quickly as possible. This is accomplished by obtaining accurate customer and problem details and by directing your requests to the right support team in a timely manner. The System Support Center offers total call management including: • Single point of contact for Motorola Solutions service requests • Logging, dispatching and tracking of service requests • System capabilities to identify pending cases and automatically escalate to management • Database and customer profile management • Standard reports with on -demand distribution • Case notification Motorola Solutions System Support Center operates 24 hours a day, 7 days a week, 365 days a year. That means you can call us anytime. Support Center personnel enter requests for service, technical assistance, or telephone messages into a database system. Every time you call us, we log information about your request into the tracking system so that the information is available for reference and analysis to better serve your future service needs. Another benefit of logging every service request is that Motorola Solutions and customers can track the progress from initial contact to final resolution. There are three options for accessing Support at Motorola Solutions: 1. Motorola Solutions System Support Center Toll Free Number 2. eCase Management through Motorola Solutions On -Line 3. Email Case Ticketing Option 1 - Call Motorola Solutions System Support Center Upon contact with the SSC personnel, you will provide the name and phone number for Customer contact and your agency and product specific Site Identification number. Providing a brief problem description will assist in defining the severity level and determine proper case routing to the appropriate Motorola Motorola Solutions, Inc. PSA M&SA Exhibit B 15 Version 5-25-12 Solutions technical support team member. A unique tracking number will be provided to your agency for future reference. Generally customers calling the toll -free 800 number will access Public Safety Applications technical support directly. For heavy call times or after hours the caller will be directed to Motorola Solutions System Support Call Center Operations. Once the logging process is complete customers are transferred directly to a Technical Support Analyst during Technical Support Operation Hours (6:00 a.m. to 6:00 p.m. Mountain Time, Monday to Friday). After support operation hours (6:00 p.m. to 6:00 am. Mountain Time, Weekends and Motorola Solutions Holidays) customers will be contacted within the contractually specified period of time by a Technical Support Analyst. Motorola Call Flow An auto notification is sent to the customer with the case number that was created. Response to these cases is vtthin 2 hours. � stomer� I Creates an I eCase via MOL or Emai A case is auto logged in Clarify Customer calls 800- \3-9949 N Yes CAD, JAIL, MOBILE, LRMS, CSR Use the keyword list to determine customer's case severity Yes Create a tech support case. Provide customer their case number Open and refer to Yes existing Case Create a tech support case. Provide customer their case number Open and refer to existing Case Use the keyword list to determine cu tamer's case sev rity Motorola Solutions, Inc. PSA M&SA Exhibit B 16 Version 5-25-12 Technical Staff Call Flow An auto notification is sent to the customer with resolution information T The Support Analyst works the issue making updates to the Clarify case. Is the issue escalated to an SR in Clearquest? The Support Analyst works the Clarify case to resolution. Support technician closes the Clarify case End customer process An auto notification is sent to the customer with an update —Yes The Support Analyst logs the SR. O An Engineer works the SR and makes updates to the Clarify case. The Engineer works the SR to resolution. Support technician closes the Clarify case after FRB and CrashTrack process. An auto notification is sent to the customer with an update An auto notification is sent to the customer with an update An auto notification is sent to the customer with an update Motorola Solutions, Inc. PSA M&SA Exhibit B 17 Version 5-25-12 CaII Flow After -Hours Yes RMS CAD, PMDC, JAIL, LRMS, CSR v Create a Clarify caseJ`and submit it to the, PRODUCT,? Clanry QueUe Yes Yes Catl Support Manager and, On j Call Technical r Support Analyst,, Use the keyword list to determine customer's case severity Motorola Solutions, Inc. PSA M&SA Exhibit B 18 Version 5-25-12 How to Obtain Technical Support for Products Action / Response Step 1. Call the Motorola Solutions System Support Center 1-800-323-9949 Step 2. Select option 2 (Technical Support) Step 3. Select option 6 (Public Safety Applications) Step 4. Select product specific option Step 5. Provide Site Identification Number (See Exhibit A -Description of Covered Products for your agency's Site Identification Numbers) Step 6. Provide Your Information Caller Name Contact Phone Number Description of problem Severity of system problem determined at time of call Time available for call back Email address Step 7. Case Number Generated Caller will receive a Case number for tracking the service request. Check Status The caller may check the status of a Case at any time by calling the System Support Center at 1-800-323-9949 and following steps 2-4 above and providing the case number. Case Assignment The Customer Support Representative will determine a course of action and assign the Case to the appropriate group. Standard Response Time RESPONSE See Section III for Severity Level definitions Severity 1: 1 hour Severity 2: 3 business hours Severity 3: 6 business hours Severity 4: 2 business days Step 8. Notification of CASE All Activity Case Notifications are available for up to 4 persons. Notifications are sent via pager or email when any of the following events occur on a Case: Open, Assigned, Site Arrival, Deferred or Closure. To request case notifications, please contact your Support Manager. Notification of CASE Open/Close Activity Case Notifications are available for up to 4 persons. Notifications are sent via pager or email when any of the following events occur on a Case: Open or Closure. To request case notifications, please contact your Support Manager. Motorola Solutions, Inc. PSA M&SA Exhibit B 19 Version 5-25-12 Option 2 - Submit a ticket via eCase Management from Motorola Solutions On -Line Motorola Solutions On -Line eCase Management provides a fast, intuitive, and efficient interface for Technical Case Management that allows customers to open, update, and view the status of their cases on the web. tccoun IlessoT Accessing the Technical Case Management web site Once you have set up your agency's Motorola Solutions On -Line Account, to access the site simply log onto Motorola Solutions at businessonline.motorola.com with your user ID and password, click on the Contact Us - Open Case, and select System Support Issue from the Issue Type drop -down. Primary Features of On -Line Technical Case Management Motorola Solutions customers have three main functions available through Motorola Solutions On - Line to manage their cases: A. Open new cases B. Search for existing cases and view details of the existing case C. Update existing cases by adding notes A. Open a New Case 1. Log into Motorola Solutions On -Line 2. Click on the "Case Mgmt" -> Open Case $tt. 4c0411' Horne. ($60} 1314 4601 Ogniect MQtnrnf fiittorse for your ustere needs HOME Motorola Solutions, Inc. PSA M&SA Exhibit B 20 Version 5-25-12 3. Then select the Reason Code = System Support Issue (and the page will automatically reload) Welcome to the Open Request Sc:reera. From here, you may open a request which wilt be tracked ;and routed to :the proper Motorola Employees. To permanently change your email address or phone number, you must go to the :Motorola Membership Site Contact ante: PSA Customer W:eb1D Contact Phone::8a0081.40001 ContactErnat PT1728 colMOTOROiASOULMONS,COMM Reason: i System Support issue System Support ;Please Specify SiteF..m..:.._:_......._...,..w...._........ Case Type: Please Specify Severtty: !Please Spe System: Please Specify Description: Fill in the Case Title (description of request) and choose the applicable Site (which are listed alphabetically) 4. Choose case type Technical Support, Severity Level and Public Safety Applications System 5. Fill in a detailed description of your issue 6. Click "Create Case" Welcome to the Open: Request Screen. From ihere, you may open a request Which wilt be tracked and routed to Employees_ To permanently change your email address or phone number, you must go to the Motorola Membership Site C ntact. Eiame: PSA Customer WebiD contact Phone: 8O0810&01 Contact Ernait PT1:728 r7MOTOROLASOLU IOWS,COM Reason: System Support tssue T#tie: System Support !Please Specify Case Type: Please Specify *' Severity: Please Specify System: Please Specify Description: a proper Motorola 7. eCase Management will give immediate confirmation of case number (new case numbers are 8 digits long) 8. The confirmation screen includes "expand all" and "collapse all" buttons for case notes Motorola Solutions, Inc. PSA M&SA Exhibit B 21 Version 5-25-12 B. Search fora Case 1.. Log into Motorola Solutions On -Line 2. Click on the "Case Mgmt" -) Search Case 3. Enter the exact case number or enter search criteria to find a range of tickets 4. Click "Got To" or "Search" TOROUVISTEI4 SUPPORTC-INTE601*nalli 12-14GAIrtbk :Home .0101481444 COWL motorokt somiorp tOr your ttritkril8r HOME Case Number.. i • (Please enter the exact ease number.) Go To • Enter Seamti.Cutena Case N,um bet: Type: All My Cases •••• Condition: Open pi Sep 2002 To 106 M ar 2012 1M REset .!!!_ea Motorola Solutions, Inc. PSA M&SA Exhibit B 22 Version 5-25-12 C. Add Notes to an Existing Case 1. You can also add notes after submitting your case, by clicking on the "Add Notes" button C Caniliaat OF::n UsdersGr nosit: TETCUCM.ER Coax Staila: NIA AnItinnd }mua Type;Syscrn SLci ort + b Can1aLr Flewe: TINT Tea 1Wl41,1O Curtail awe; E47725-41M Calabar/ Email: I tatipiAtcaril �n Tide: TEST Syafeai Sik Fik Id171173 &OURSlliltlarne: TtTl:Ste as- all example C.aea SiiaiWitra rr Cane Typo: uvhvari: Rianagcrmont t ZB'Idi4f: �ys3Fl; �R�rt'-{tr glffrla'f: Pk. .5S 143f .+,1+4 ttt & 12'9igiF ISQ-icsegil EYE rarkd Motorola Solutions On -Line Support `Add t+des 1. Motorola Solutions does not recommend using this tool for opening Severity 1 or 2 cases. For any critical issues, customers should contact the System Support Center by calling 800-323-9949 and following the appropriate prompts. 2. The same guidelines would apply to updating cases with critical information. Any critical updates should be reported directly to Support at 800-323-9949. 3. When updating case notes, please provide contact information, which includes phone number, email, etc. 4. For questions on Motorola Solutions On -Line eCase Management or administrative support, please contact the Motorola Solutions Online Helpdesk at 800-814-0601. Motorola Solutions, Inc. PSA M&SA Exhibit B 23 Version 5-25-12 Requirements foreffective usage: Browser: Internet Explorer 5.0 or greater Valid MOL user ID and Password Motorola On-line Flow Is the customer entitled to service? Yes • s the produc supported by Boulder or Salt Lake City? Boulder T Assign the case to the "PSA Boulder Clarify Queue" Salt Lake City 0 Follow the process to create a PO Assign the Tech Support case to the "PSA Salt Lake City" Clarify Queue The case is 10- assigned to the appropriate queue. An auto notification is sent to the owners of the queue. Motorola Solutions, Inc. PSA M&SA Exhibit B 24 Version 5-25-12 Option 3 - Submit a ticket via Email Case Management An alternative Customer Support tool is available for PSA customers. Along with the toll -free phone number and Motorola Solutions Online, customers can request technical support by email. For many customers who use their PDA as a means to open cases, email ticketing provides additional flexibility for initiating cases. To ensure proper case management and contractual response, email ticketing is only available for severity levels three and four. In order to properly process a ticket via email, the message must be formatted exactly as described below: Instructions are also located under "Resources" at: https://motonline.mot.com 1. Address your email to PSACASEmotorolasolutions.com 2, Type PSA Service Request and a brief description of the system issue in the Subject line of the e-mail message. This will become the case title 3. Type Site ID = followed by the site identification number of the system location 4. Type Product Type= followed by the product family type. Choose from the following list: • CAD (OR FRIENDS OF CAD, such as AWW, ATM, AVL and UDT) • CSR (CUSTOMER SERVICE REQUEST) • INFOTRAK, LRMS • JAIL MANAGEMENT (OFFENDERTRAK) • MOBILE APPLICATIONS (PMDC, AIRMOBILE, TXMESSENGER) • NETRMS 5. Type Contact First Name = followed by your first name or the name of the person you would like support personnel to contact 6. Type Contact Last Name = followed by your last name or the name of the person you would like support personnel to contact. 7. Type Phone Number = followed by the area code and phone number where the contact person may be reached 8. Type Severity Level = followed by either severity level 3 or 4. All severity level one or two cases must be opened via the toll -free PSA customer support number 9. Type Problem Description = followed by a comprehensive description of the problem 10. Send the message to us. You will receive an email with your case number for future reference. If an email response is not received, or if you need to open a severity level one or two case, please contact the PSA customer support at 1 800-323-9949 for further assistance. SAMPLE Email Ticket Formatting: PSACASE PSA SerAce Request: NetRMS Reports Not Functioning Site ID number: PSA1234_(NetRMS j (Clarify site identification number) Product type: N:et.RMS (Specific product such as LRMS, NetRMS, PremierMDC, etc.) Contact first name: John Contact last name: Doe Phone number: 303-123-4567 Severity level: Level 3 (Email ticketing is available for severity levels there :and four only) Problem description: NetRMS does not allow for the creation of manual -case reports which is affecting the generation of daily reports Oxhide a comprehensive description:of the problem) Motorola Solutions, Inc. PSA M&SA Exhibit B 25 Version 5-25-12 Severity Levels and Case Management Motorola Solutions services and response times are based on the severity levels of the error a customer is experiencing as defined below. This method of response allows Motorola Solutions to prioritize its resources for availability on our customer's more severe service needs. Severity level response time defines the actions that will be taken by Motorola Solutions Support team. Due to the urgency involved in some service cases, Motorola Solutions will make every reasonable effort to provide a temporary or work around solution. When a permanent solution is developed and certified through testing, it will be incorporated in to the applicable Supplemental and or Standard Release. { / -�' F*'k' t+f' TS �( Z y^ � �lI�OtY� xei4S sz3 ra {�'hpY". ■� '..'R` '�%g;.Ca-..s EO1�FlYY4'- �X'F[ss 3 _ 1 Total System Failure - occurs when the System is not functioning and there is no workaround; such as a Central Server is down or when the workflow of an entire agency is not functioning. This level is meant to represent a major issue that results in an unusable System, Subsystem, Product, or critical features. No work around or immediate solution is available. Telephone conference within 1 Hour of initial voice notification 2 Critical Failure - Critical process failure occurs when a crucial element in the System that does not prohibit continuance of basic operations is not functioning and there is usually no suitable work- around. Note that this may not be applicable to intermittent problems. This level is meant to represent a moderate issue that limits a Customer's normal use of the System, Subsystem, Product or major non -critical features. Telephone conference within 3 Business Hours of initial voice notification during normal business hours 3 Non -Critical Failure - Non -Critical part or component failure occurs when a System component is not functioning, but the System is still useable for its intended purpose, or there is a reasonable workaround. This level is meant to represent a minor issue that does not preclude use of the System, Subsystem, Product, or critical features. Telephone conference within 6 Business Hours of initial notification during normal business hours 4 Inconvenience - An inconvenience occurswhenSystem causes a minor disruption in the way tasks are performed but does not stop workflow. This level is meant to represent very minor issues, such as cosmetic issues, documentation errors, general usage questions, and product or System Update requests. Telephone conference within 2 Standard Business Days of initial notification Incoming cases are automatically assigned an initial Severity Level of 3, unless otherwise indicated or determined at the time the case is logged, When escalation is required, Motorola Solutions adheres to strict policy dictated by the level of problem severity. Motorola Solutions, Inc. PSA M&SA Exhibit B 26 Version 5-25-12 Severity Level One Escalation Once an issue is escalated to Engineering, the following table is used as an Engineering resolution guideline for standard product problems. CRITICAL i`;-`} Yy ,Tx'},�`�-ry' :1y ,'�Px S�.a'&'' 4'' ACTION RESPONSIBILITY 0 Hours Initial service request is placed. Support Analyst begins working Support Analyst on problem and verifies / determines severity level. 2 Hours If a resolution is not identified within this timeframe, SA escalates to the Customer Support Manager who assigns Support Analyst additional resources. Email notification to Director of Customer Support Manager Support and Director of System Integration. 4 Hours If a resolution is not identified within this timeframe, Customer Support Manager escalates to the Director of Customer Support Support Manager and Director of System Integration to assign additional Director of Customer Support resources. Email notification to Vice President of System Director of Systems Integration Integration and Vice President Customer Support. 8 Hours Support Manager If a resolution is not identified within this timeframe, Director of Director of Customer Support Customer Support escalates to Vice President of System Director of Systems Integration Integration, Vice President of Support, and account team. VP of System Integration VP of Customer Support 12 Hours If a resolution is not identified within this timeframe, Director of Senior Management Customer Support escalates to Vice President of System Support Integration, Vice President of Support, and account team, Operations Senior Vice President's of Operations, System Integration, Systems Integration Customer Support and Engineering. Engineering AU Severity Level 1 problems will be transferred or dispatched immediately to the assigned Motorola Solutions technical support representative, to include notification to Motorola Solutions management 24x7. All other severity level problems logged after business hours will be dispatched the next business morning. 3.1 Reporting a Problem. Customer will assign an initial Severity Level for each error reported, either verbally or in writing, based upon the definitions listed above. Because of the urgency involved, Severity Level 1 or 2 problems must be reported verbally to the Motorola Solutions call incoming center. Motorola Solutions will notify the Customer if Motorola Solutions makes any changes in Severity Level (up or down) of any Customer -reported problem. 3.2 Motorola Solutions will use best efforts to provide Customer with a resolution for Severity 1 and Severity 2 issues within a reasonable time and in accordance with the assigned Severity Level when Customer allows timely access to the System and Motorola Solutions diagnostics indicate that a Residual Error is present in the Software. Should Customer report an error that Motorola Solutions cannot reproduce, Motorola Solutions may enable a detail error capture/logging process to monitor the System. If Motorola Solutions is unable to correct the reported Residual Error within a reasonable time, Motorola Solutions will escalate its procedure and assign such personnel or designee to correct such Residual Error promptly. Should Motorola Solutions, in its sole discretion, determine that such Residual Error is not present in its Release, Motorola Solutions will verify: (a) the Software operates in conformity to the System Specifications, (b) the Software is being used in a manner for which it was intended or designed, and (c) the Software is used only with approved hardware or software. 3.3 Error Correction Status Report. Motorola Solutions will provide verbal status reports on Severity Level 1 and 2 Residual Errors. Written status reports on outstanding Residual Errors will be provided to System Administrator on a monthly basis. Motorola Solutions, Inc. PSA M&SA Exhibit B 27 Version 5-25-12 IV. Key Responsibilities 4.1 Motorola Solutions Responsibilities 4.1.1 Support on Motorola Solutions Software. Motorola Solutions will provide any required software fixes in the form of either a "patch" or in a Supplemental (maintenance) Release. 4.1.2 Motorola Solutions Response. Motorola Solutions will provide telephone and on -site response to Central Site, defined as the Customer's primary data processing facility, and Remote Site, defined as any site outside the Central Site, as shown in Support Plan Options and Pricing Worksheet 4.1.3 Remote Installation. At Customer's request, Motorola Solutions will provide remote installation advice or assistance for Updates. 4.1.4 Software Release Compatibility. At Customer's request, Motorola Solutions will provide: (a) current list of compatible hardware operating system releases, if applicable; and (b) a list of Motorola Solutions Software Supplemental or Standard Releases 4.1.5 Customer Notifications. Motorola Solutions will provide access to (a) Field Changes; (b) Customer Alert Bulletins; and (c) hardware and firmware updates, as released and if applicable. 4.1.6 On -Site Software Correction. Unless otherwise stated herein, all suspected Residual Errors will be investigated and corrected from Motorola Solutions facilities. Motorola Solutions will decide whether on -site correction of any Residual Error is required and will take appropriate action. 4.1.7 On -site Product Technical Support Services. Motorola Solutions will furnish labor and parts required due to normal wear to restore the Equipment to good operating condition. Customer will provide on -site hardware service or is responsible for purchasing on -going maintenance for 3rd party on -site hardware support. 4.1.8 PremierCAD HP NonStop S-Series Services: Continuous 1 The PPM is 24 hours a day, 7 days a week. On -site response time is Availability I within two (2) hours for customers within 50 miles of an HP Service Center. Includes on -site coverage for national holidays. High I The PPM is 24 hours a day, 7 days a week. On -site response time is Availability_ within four (4 hours.Includes on -site coverage for national holidays___ Enhanced The PPM is 8 a.m. — 5 p.m. Monday -Friday, excluding national Availability �_i holidays.On`site response time is next business day.___ Premier CAD HP NonStop Series hardware service plans coverage includes: • Perform corrective service during the PPM specified in the Plan. • Log all service requests and furnish telephone and/or on-line diagnostic services from the Motorola Solutions' call intake center or the HP Nonstop Global Management Call Support Center (GMCSC) 24 hours per day, 7 days per week. • Furnish all labor, parts, materials, and on -site service during the PPM as necessary to ensure HP NonStop Series hardware is operating in accordance with applicable published specifications. Replacement parts will be new or equivalent of new in performance. Replaced parts will become the property of HP. • Install any mandatory Field Change Order(s) required for the safety or proper operation of maintained HP NonStop Series hardware. • Assign an HP area Lead with rotational Customer Engineers based on geographical regions that will be responsible for providing service. Motorola Solutions, Inc. PSA M&SA Exhibit B 28 Version 5-25-12 • Provide unlimited level 0 support provided by Motorola Solutions System Support Center • Provide unlimited level 1, 2, and 3 technical telephone support provided by Motorola Solutions Technical Support Team • Escalation to Engineering for 4th level support as appropriate • Telephone and Remote VPN support • Software patches, bug fixes and Supplemental (maintenance) releases as described in the maintenance and support agreement terms • Repair or exchange of hardware component failures during the warranty term (as applicable) • Respond to customer's support requests timely. Response criteria are based on severity level as described in Section III of this document. 4.1.9 Decision Support System ("DSS") Products. (Applies to Motorola Solutions Premier CAD Software only). The CAD DSS products are supported on a consultative basis only with annual consultation hours not to exceed eight (8)' hours. Any additional consultation will be invoiced on a time and material basis at Motorola Solutions then current rates for professional services 4.1.10 Principle Period of Maintenance. At Customer's request, Motorola Solutions will provide continuous effort to repair a reported problem beyond the PPM per the customer selected service level, provided Customer gives Motorola Solutions access to the Equipment before the end of the PPM, Motorola Solutions will extend a two (2) hour grace period beyond PPM at no charge. Following this grace period, any additional support will be invoiced on a time and material basis at Motorola Solutions then current rates for professional services. 4.1.11 Compliance to Local, County, State and/or Federal Mandated Changes. (Applies to Software and interfaces to those Products) Unless otherwise stated herein, compliance to local, county, state and/or federally mandated changes, including but not limited to IBR, UCR, NCIC and state interfaces are not part of the covered Services. 4.1.12 Anti -virus Software, At Customer's request, Motorola Solutions will make every reasonable effort to test and verify specific anti -virus, anti -worm, or anti -hacker patches against a replication of Customer's application. Motorola Solutions will respond to any reported problem as an escalated support call. 4.1.13 Account Reviews. Upon request, Motorola Solutions will provide annual account reviews to include (a) service history of site; (b) downtime analysis; and (c) service trend analysis. 4.1.14 Reports. Service history reports and notifications are available from the Motorola Solutions call tracking system. If you are interested in obtaining access to service history reports and ticketing notifications, inquire with your Technical Support Representative. 4.1.15 Annual System Performance Review and Report. Motorola Solutions will prepare the following reports to include. The following applies to Premier CAD & HP NonStop Software only: (a) System Analysis MEASURE: PEEK: VIEWSYS: EMSA/TMDS: File Sizing Evaluate disk and CPU load Evaluate memory availability and use Evaluate use and availability of PCBs Review logs for hardware reports Review file sizing on changeable files Motorola Solutions, Inc. PSA M&SA Exhibit B 29 Version 5-25-12 (b) Pathway Analysis Evaluate effectiveness of system configuration for current load Evaluate TCP/Server statistics Evaluate efficiency of server class maximum and minimum settings (c) Performance TMX Timings: Evaluate application response times Analysis The following applies to Motorola Solutions® Computer Aided Dispatch Software with on Stratus ftServer only: • Update Equipment drivers • . Upload Equipment patches, hot fixes and firmware • Evaluate effectiveness of System configuration for current load based upon overall CPU Utilization Based on the Annual System Performance Review and Reports, Motorola Solutions Technical Support Analyst will review findings and recommend software or hardware changes to improve overall operations. 4.1.16 Maintenance Contract Administration. Motorola Solutions Maintenance Contracts Administration Department manages the maintenance agreement following the warranty term that may be included in the purchase of a Motorola Solutions system. Approximately four months prior to the expiration of the warranty period, the Motorola Solutions Contracts territory specialist will contact the customer to discuss the options available for their specific site. The terms of the agreement can be customized to your agency's budgetary requirements and cycle. Motorola Solutions offers various levels of support to meet an agency's requirements, for example: • Telephone, VPN support for software fixes • Varying hours of coverage • Third party vendor services • On -site services • Users Conference • Professional Services 4.2 Customer Responsibilities 4.2.1 Initiate Service Request Cases. Contact Motorola Solution through authorized tools and processes outlined in the Motorola Maintenance and Support agreement Exhibit B to initiate technical support request case. 4,2.2 Assess Severity Level. Assist in assessing the correct severity level per the severity level definitions found in Motorola Maintenance and Support Agreement Exhibit B. 4.2.3 Escalate Appropriately. Contact Motorola Solutions to add information or make changes to existing technical support cases, or escalate service requests to Motorola management. Motorola Services management contact information provided in the Motorola Solutions Maintenance and Support Agreement Exhibit B. 4.2.4 Support on Hardware. Customer will provide all on -site hardware service or is responsible for purchasing on -going maintenance for 3rd party on -site hardware support. Third party support on some system components may be available through Motorola Solutions maintenance and support agreement. Customer will contact the appropriate Motorola Solutions, Inc. PSA M&SA Exhibit B 30 Version 5-25-12 vendor directly for parts and hardware service if not purchased through Motorola Solutions maintenance and support agreement. 4,2.5 VPN connectivity. Provide VPN connectivity and telephone access to Motorola Solutions personnel. 4,2.6 Anti -virus software. Run installed anti -virus software. 4.2.7 Operating System ("OS") Upgrades. Unless otherwise stated herein, Customer is responsible for any OS upgrades to the System. Before installing OS upgrades, Customer will contact Motorola Solutions to verify that a given OS upgrade is appropriate. 4.2.8 Trouble Report Form To better assist us in gathering details for analyzing and repairing your system errors, Motorola Solutions has created the Trouble Report Form (page 21). Completion of this form by the customer is voluntary. The Trouble Report form helps Motorola Solutions Technical Support reduce errors by increasing the understanding of the problem description definition. It may also improve repair time by understanding the probability of repeat errors. Additionally, should escalation to Motorola Solutions Engineering team be required, information gathered on this form will aid by potentially avoiding the wait associated with error reoccurrence. Information customers provide on the Trouble Report form will assist Motorola Solutions Support team expedite the troubleshooting process. Your assistance in providing the information is appreciated. Once you complete the form, please e-mail or fax this form to the Technical Support Representative assigned to work on the issue reported. Motorola Solutions, Inc. PSA M&SA Exhibit B 31 Version 5-25-12 Trouble Report Form Agency Name: Contact Name: Contact Phone: Severity Level: Subject: Product/Version: Problem Description: Steps to Duplicate: Step One: Step Two: Step Three: Step Four: Step Five: Step Six: Step Seven: Additional Steps: Expected Results: Actual Results: Configuration Checked: Motorola Solutions Case Number: E-mail Address: Contact Fax: CAD Correction#: Please ensure that the description provided is as detailed as possible By incfud rig accurate defa((s Motorola _ Solutions opportunity to resolve the issue promptly andsuccessfully increases Please besensitive to the use o1 verbiage that is speoific to your agency orarea of the country Fu(I understanding ofthe facts ori' reported issu increases Motorola Solutions probability of iocating a root cause and :achieving a timeyresolution Motorola Solutions understands:that dup[ication is not always easy However; ityou are able to duplicate=the issu e providing us with the detailed keystrokeswit greatly improve ourabtlity to correct the issue to question When unat to duplicate the issue en demand providing us with; detailed;: steps; that. preceded the. ssuereported will greatly hell Motorola Solutions, Inc. PSA M&SA Exhibit B 32 Version 5-25-12 V. Customer Call Flow To Be Provided By Customer VI. Contact Information Motorola Solutions Contacts Motorola Solutions System Support Center (800) 393-9949 Mike Burpoe Director, Customer Support MVW436@motorolasolutions.com (303) 527-4010 Phillip Askey Tier 2 - Technical Support Manager P.Askey@motorolasolutions.com (720) 565-4764 David Harris Tier 1 - Technical Support Manager DavidHarris@motorolasolutions.com (303) 527-4025 Wayne Parent Technical Support Lead — Records Applications Wayne.Parent@motorolasolutions.com (801) 234-9971 Shelley Rhoads Customer Support Business Operations Manager srhoads@motorolasolutions.com (951) 934-3285 Customer Contacts (to be arovided by Customer Customer Agency Name: Address: City, State and Zip: Billing Contact Name: Phone No: Fax No: Email: Backup System Administrator Name: Phone No: Fax No: Email: Service Escalations Contact Name: Title: Phone No: Email: Motorola Solutions, Inc. PSA M&SA Exhibit B 33 Version 5-25-12 Exhibit C SUPPORT PLAN OPTIONS AND PRICING WORKSHEET Maintenance and Support Agreement # 524 Term Start Date 10/01/13 Term Length Term End Date 12 Months 09/30/14 CUSTOMER AGENCY Address City, State, Zip Contact Name Telephone Number Email Address City of Miami 400 NW Second Ave Miami, Florida 33128 Lt. Sean MacDonald 305-603-6155 sean.macdonald@miami-police.org BILLING AGENCY Address City, State, Zip Contact Name Telephone Number Email Address City of Miami 444 SW 2nd Ave, 6th Floor Miami, FL 33130 Finance — General Accounting .'>z'i._?'=u' ? t��..M+t'f y/'2"�s„�:i ,vr3.e. L. ..�'.� f .�; .�.. ; e- b •.. a#f - _.;: sk .. La# ) ,'y�� ?an k-•� .. -9A SF4j''__-^,''v . .zws •` . : Sai. IA: For st:r ort a td u dates, one roducts etowy ,�Cease contactLMotorota S0 b -0. S,... P_ublhc Safety ApptIcatton s Customer: - t.,.3pp p pk" 5 ss, -':-.7"-'(:),: rb 800t 323 9949'Optton�s ptton 6, then select the corresponding prod ct prompts as ffollovits � f l- pRifi 3n„ CAD PR DU 2x RMS x }'MOBTLEAPPLfCATJONS y JATL MANAGEMENT ` x, rfl MIA Id Ite�AD t5 �e remier;OneRec rds�"" ❑„.PremterOtle. of [IeT F _} -. C TT x,� -.-< ✓ Q .3� 3m :.: ',,.:_ = e to CAD _ �' RMS r Frerritel C t. m r A jJ _� �€^�M���.�,.,.'� - `� x K � .�: ,,.. Motorola" olu onst8Cogputer F'Xf: P etRMS �> y rAirlUEobi)e��' l tde, is atclk � ] q, � �_,� - �,��� � `S�Lk�. {�'s+Ye' ,� _ .y`F4 i � '2 �?.sn� [..,. G D HP NonStop Series srdware Cruiser 4 rt❑ Messengers"" r,ActwePaper ❑ rOfender(raK�M '- I.. .. Ima eira c _: °��� �, c "�- 9� ❑ ask: ape emenfSystem �� t f S `', £N' ; - '� 'S� YvM 3P , xe S k '-Yd -_ ti�z-- is f ,3s+ y.f'-i 53' 1 3 4.` trf �S• _ ' d lr rak'L S 3 uxlnf ratton`Frameworfc' lot RM t1 eg �� '`' p=^+,.uL, v cv arse, _' vJ ('�-L++", "5-.x ,,,� 5'k�' �vEnhancements stMgr SsrvrceRp.. p?):cSysfein_ s° .fit-§ ❑ Custorrf Software ` z `�' sa:' E �p''i`" to Products. ,r ----wAkzzon, ".' MOTOROLA SOLUTIONS SERVICES ® STANDARD SUPPORT SERVICES 1 Customer Support Plan 2 Case Management 24X7 $ Included 3 Technical Support Monday through Friday 8:00 a.m. to 5:00 p.m. Customer local time $ Included 4 Third -party Vendor Coordination 5 On -site Support (when applicable) $ 6 System Audit for PremierCAD HP NonStop $ 7 SW Releases: Standard & Supplemental $ Included 8 Access to Users Group Site $ Included TERM FEES 639,255.00 $ Included $ Included Included Included ® SUPPLEMENTAL SERVICE OPTIONS Service Descriptions Available Upon Request 1 24x7 Technical Support Svcs 2 Professional Services Training 3 Professional Services Upgrades 4 Preventive Maintenance 5 Users Conference Advance Purchase 6 On -site Support (Dedicated Resource) 7 GeoFile Services Included THIRD PARTY SERVICES TERM FEES ® VENDOR AGENCY: HP $ 21,717.00 ♦ Product Type/Description: HP NonStop Series ♦ Service Level: Premier24 HIGH -Hours of Coverage: 24 hours a day, 7 days a week PPM -Onsite/Software/Parts: 4 hr on -site response e System ID #: 52897 ♦ Term Dates: 10/01/13-12/31/13 (3 mos) ® VENDOR AGENCY: Business Objects $ 3,518.00 Product Type/Description: Crystal Report Software ® VENDOR AGENCY: Stratus ♦ Product Type/Description: Stratus Server Hardware ♦ Site ID #: 7936 & 8143 $ 42,796.00 THIRD PARTY TOTAL FEES $ 68,031.00 MOTOROLA SOLUTIONS TOTAL FEES $ 639,255.00 BUNDLED SERVICE OPTIONS ® MULTI -SYSTEM (10% Discount) • SALES CONTRACT DISCOUNT DISCOUNT $ $-63,926.00 $-190,000.00 DISCOUNTS $-253,926.00 USERS CONFERENCE ATTENDANCE ADVANCE PURCHASE DETAILS ❑ Users Conference Attendance ($2,650 per Attendee) Year • Registration fee • Hotel accommodations (booked by Motorola Solutions) • Daily meal allowance (determined by Motorola Solutions guidelines • • 2013 Number Attendees 0 Roundtrip travel for event (booked by Motorola Solutions) Rental car (booked by Motorola Solutions) 'repare d by: Tanya Mansell, 949-716-8884, tanyamansell@motorolasolutlons.com Aotorola Solutions, Inc. PSA M&SA Exhibit C 34 Version 5-25-12 Exhibit D LABOR RATES MAINTENANCE AND SUPPORT AGREEMENT 524 TERM: 10101/13-09/30/14 CUSTOMER: City of Miami The following are Motorola Solutions' current billable rates, subject to an annual change. The following rates apply to Customers with a current, active Maintenance and Support Agreement. Billable rates apply to services provided outside of the PPM. After 5 p.m., Saturday, Sunday, Motorola Solutions Holidays The following rates apply to Customers without a current, active Maintenance and Support Agreement. SERVICE HOURS 8 a.m.-5 p.m. M-F (local time) After 5 p.m., Saturday, Sunday, Motorola Solutions Holidays LABOR RATES $372 per hour, 2 hours minimum $558 per hour, 2 hours minimum Above rates reflect labor rate only. Additional fees for on -site travel expenses, third party expenses and /or materials will be quoted at the time of customer request for services. Motorola Solutions, Inc. PSA M&SA Exhibit D 35 Version 5-25-12 "EXHIBIT B" INSURANCE REQUIREMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements or coverage provisions Required City of Miami included as additional insured Contingent & Contractual Liability Premises and Operations Liability II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit IV. Professional/Errors and Omissions Liability Combined Single Limit Each Claim $1,000,000 General Aggregate Limit $1,000,000 16 Retro Date Coverage included Provider agrees to provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 17