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RESOLUTION NO. R19-167
A RESOLUTION OF THE CITY OF BOYNTON BEACH,
FLORIDA, APPROVE UTILIZING THE HOUSTON-GALVESTON
AREA COUNCIL'S CONTRACT ILC NO. 18-6755 TO FURNISH
AND INSTALL COMMAND CENTRAL AWARE SOFTWARE FOR
THE POLICE DEPARTMENT'S REAL TIME CRIME CENTER
FROM MOTOROLA SOLUTIONS, INC. OF PLANTATION, FL
FOR A FIRST YEAR AMOUNT OF $465,860 AND ANNUAL
SUBSCRIPTION PAYMENT OF $93,503 DURING YEARS TWO
THROUGH SIX OF THE CONTRACT FOR THE ANNUAL
SUBSCRIPTION; AUTHORIZING THE CITY MANAGER TO
SIGN A CONTRACT WITH MOTOROLA SOLUTIONS, INC; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, On September 28, 2018, the Police Department was informed that the
Office of Justice Programs approved its grant application for funding under the FY18
Technology Innovation for Public Safety in the amount of $465,860.
WHEREAS, funding from this grant is meant to acquire advanced analytic data
integration software to be used in the Police Department's Real Time Crime Center; and
WHEREAS, Motorola's Command Central Aware provides the solution which is
both responsive to the grant requirements and also addresses tenants from the President's
Task Force on 21 st Century Policing; and
WHEREAS, this software platform provides the police department access to
disparate data sets in a common operating platform that includes Computer Aided Dispatch,
alarms, video cameras and digital sensor alerts along with providing for anonymous crime
tip submissions while also leveraging inter jurisdictional data sources; and
WHEREAS, by investing in this software, officers, detectives, and crime
analysts can use link analysis across datasets to easily track down leads and close cases.
Command staff can also quickly identify emerging trends and better understand those
S:\CA\RESO\Agreements\Piggy-Back Houston (Motorola Software PD) - Reso.Docx
patterns and develop proactive initiatives to effectively address them; and
WHEREAS, City staff has confirmed that the procurement process meets or
exceeds that of the City of Boynton Beach's requirements; and
WHEREAS, upon recommendation of staff, it is the City's desire to utilize the
Houston -Galveston Area Council's Contract ILC No. 18-6755 to furnish and install
Command Central Aware Software for the Police Department's Real Time Crime Center
from Motorola Solutions, Inc. of Plantation, FL for a first year amount of $465,860 and
annual subscription payment of $93,503 during years two through six of the contract for
the annual subscription and authorize the City Manager to sign a Contract with Motorola
Solutions, Inc.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed
as being true and correct and are hereby made a specific part of this Resolution upon
adoption.
7 Section 2. The City Commission of the City of Boynton Beach, Florida, hereby
approves utilizing the Houston -Galveston Area Council's Contract ILC No. 18-6755 to
furnish and install Command Central Aware Software for the Police Department's Real
Time Crime Center from Motorola Solutions, Inc. of Plantation, FL for a first year amount
of $465,860 and annual subscription payment of $93,503 during years two through six of
the contract for the annual subscription and authorize the City Manager to sign a Contract
with Motorola Solutions, Inc., a copy of which is attached hereto as Exhibit "A".
S:\CA\RESO\Agreements\Piggy-Back Houston (Motorola Software PD) - Reso.Docx
15
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1
�3
1
Section 3. That this Resolution shall become effective immediately.
PASSED AND ADOPTED this�� =day of December, 2019.
CITY OF BOYNTON BEACH, FLORIDA
YES NO
Mayor —Steven B. Grant ,/
Vice Mayor — Justin Katz
Commissioner — Mack McCray s /
Commissioner— Christina L. Romelus ,/
Commissioner — Ty Penserga ✓
VOTE y -Q
ATTEST:
C stal Gibson, MMC
City Clerk
(Corporate Seal)
S:\CA\RESO\Agreements\Piggy-Back Houston (Motorola Software PD) - Reso.Docx
",-4) 1"1- 1 (�`�
moroROLA SOLUTIONS
BOYNTON BEACH. FL
19,%575/FLP19P140A
The design, technical, pricing, and other information ("Information") fumished with this submission is proprietary and/or trade secret information of
Motorola Solutions, Inc. ("Motorola Solutions") and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest
extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the
Information without the express written permission of Motorola Solutions.
MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings,
LLC and are used under license. All other trademarks are the property of their respective owners. m 2019 Motorola Solutions, Inc. All rights reserved.
19-99575/ FLP19P140A
TABLE OF CONTENTS
Section 1
CommandCentral Aware Overview....................................................................................................1-1
1.1 Solution Overview..............................................................................................................1-1
1.2 CommandCentral Product Descriptions.............................................................................1-3
1.2.1 CommandCentral Aware................................................................................................1-3
1.2.1.1 Geospatial Event Location & Mapping...................................................................1-3
1.2.1.2 Video & Video Analytics.........................................................................................1-4
1.2.1.3 Workflow Configuration..........................................................................................1-4
1.2.1.4 Key Software Integrations......................................................................................1-5
1.2.2 Geographic Information System (GIS) Data Set Integration..........................................1-5
1.2.3 Federated Query ............................................................................................................1-5
1.2.4 CommandCentral Interfaces..........................................................................................1-7
1.2.4.1 CAD/AVL Integration..............................................................................................1-8
1.2.4.2 Video Management Systems Integration................................................................1-8
1.2.4.3 Avigilon Control Center (ACC) & Video Analytics Integration.................................1-8
1.2.5 CommandCentral Analytics Plus....................................................................................1-9
1.2.5.1 CommandCentral Analytics Plus Features.............................................................1-9
1.2.6 CrimeReports Plus.......................................................................................................1-10
1.2.7 TipSubmit.....................................................................................................................1-10
1.2.8 BriefCam Protect Video Analytics Solution..................................................................1-10
1.3 Network Connectivity Requirements................................................................................1-11
1.3.1 CommandCentral Aware..............................................................................................1-11
1.4 Design Considerations.....................................................................................................1-11
Section 2
EquipmentList...................................................................................................................................2-1
Section 3
Statementof Work.............................................................................................................................3-1
3.1 Contract Award..................................................................................................................3-1
3.1.1 Contract Administration..................................................................................................3-1
3.1.2 Project Kickoff................................................................................................................3-1
3.1.3 Contract Design Review (CDR)......................................................................................3-2
3.2 Equipment Processing and Shipping.................................................................................3-3
3.3 Aware Connectors .............. ...............................................................................................
3-4
3.4 Federated Queries.............................................................................................................3-5
3.5 Installation & Configuration................................................................................................3-5
3.5.1 CloudConnect Server Installation...................................................................................3-5
3.5.2 CommandCentral Aware Workstations Configuration....................................................3-6
3.5.3 CommandCentral Aware — Connector Installation & Configuration
...............................3-7
Boynton Beach, FL
CommandCentral Aware
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December 9, 2019
Table of Contents i
3.6 Training..............................................................................................................................3-7
3.6.1 CommandCentral Aware On -Site Training.....................................................................3-7
3.6.2 CommandCentral Aware On -Line Training....................................................................3-8
3.6.3 Analytics Plus Onboarding and Training........................................................................3-9
3.7 CommandCentral Final System Acceptance......................................................................3-9
3.7.1 Acceptance Test Plan (ATP)..........................................................................................3-9
3.7.2 Resolve Punch list........................................................................................................3-10
3.7.3 Finalize Documentation................................................................................................3-10
3.7.4 Final Acceptance..........................................................................................................3-10
3.8 Change Order Process....................................................................................................3-10
3.9 Preliminary Schedule.......................................................................................................3-11
Section 4
Consulting/Operational Services........................................................................................................4-1
4.1 Consulting / Professional Services Overview.....................................................................4-1
4.2 CommandCentral Aware and Analytics Plus Onboarding Services...................................4-1
4.3 CommandCentral Operational Integration..........................................................................4-1
Section 5
Support..............................................................................................................................................5-1
5.1 Technical Support Operations............................................................................................5-1
5.2 Technical Support Scope...................................................................................................5-1
Section 6
PricingSummary ................................................................................................................................6-1
6.1 Proposal Pricing.................................................................................................................6-1
6.2 Motorola CommandCentral Solution Payment Options — Phase 1 ....................................6-2
6.3 Subscription Pricing...........................................................................................................6-2
Section 7
Termsand Conditions........................................................................................................................7-1
Appendix A
MSI Azure GovCloud Services Compliance Details............................................................................
A
Boynton Beach, FL December 9, 2019
CommandCentral Aware
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Motorola Solutions Table of Contents ii
Boynton Beach, FL
December 9, 2019
SECTION I
COMMANI)CENTRAL AWARE
OVERVIEW
The Motorola Solutions offering for the Boynton Beach Police Department ("Customer") consists of
our CommandCentral Aware solution and integration with PremierOne CAD, Avigilon Video
Management Systems (VMS) and a VMS to be determined and CommandCentral Analytics Plus,
CrimeReports Plus and TipSubmit. We have also included the BriefCam Video Analytics Solution.
1.1 SOLUTION OVERVIEW
The solution includes the following components:
• CommandCentral Aware Enterprise License with Software Maintenance and Technical Support.
— PremierOne CAD integration for incident and/or unit location Automatic Vehicle Location
(AVL)
— Integration with existing Avigilon VMS
— Integration with existing Cintel LPR
— (1) CloudConnect Aware Server
— (1) Aware workstation with 3 27" monitors
— Mapping
♦ AccuWeather Service
♦ Agency Esri Data Sets Integration
• CommandCentral Analytics Plus
• CrimeReports Plus
— Camera Registration
• TipSubmit
• Aware federated query and return provided via integration to the Palm Beach County LEX Data
Exchange
• Video Analytics - Briefcam Protect Video Analytics Solution
— 100 Camera licenses
— 5 Concurrent client licenses
— 1 year software maintenance & upgrades
— 1 Brief Cam server
• Professional implementation services and training (on-site and on-line)
Artificial Intelligence Component
Motorola's solution for the Boynton Beach RTCC project includes Artificial Intelligence (AI)
technology that will enhance operational workflows and decision making capability within the
Boynton Beach RTCC.
Motorola's platform provides an automated workflow engine that allows for predefined conditions
and actions that will activate nearby cameras. The conditions can be defined on CAD incidents,
Alerts, Sensors and Video Analytics with actions that will focus the user's attention immediately to
the visual, eliminating the risk of missing relevant information occurring in the field.
CommandCentral Aware
1 9-9 95 751 FLP19P140A
Motorola Solutions
CommandCentral Aware Overview 1-1
Boynton Beach, FL
December 9, 2019
With the inclusion of the BriefCam solution as part of this proposal, Boynton Beach Police
Department will realize the benefit of BriefCam's Artificial Intelligence (AI) engine, which
transforms raw video into objects and events as the human brain perceives them, allowing BriefCam
and its Partners to build diverse applications from a single general-purpose processing engine.
One of these applications is called Video Synopsis® which BriefCam invented and owns the
worldwide patents for. Video Synopsis is the ability to present all the objects that passed through a
particular frame at different times simultaneously This breakthrough approach allows organizations to
review hours of video in minutes, sometimes seconds.
BriefCam's unique approach to processing and indexing the entire video content enables
organizations to leverage each of their cameras for a multitude of use cases, e.g. security & safety,
operations, and marketing — all using their existing surveillance ecosystem.
BriefCam recognizes that there are a variety of user profiles within an organization and therefore
provides a broad set of applications in order to support these users such as search & rapid review for
investigators, quantitative dashboards and reports management, and alerts for live monitoring and
rapid response.
Motorola's inclusion of the these Al components is intended to provide a state of the art solution to
the Boynton Beach Police Department that will scale to meet the growing needs of the RTCC
operation.
CUSTOMER SUPPLIED EQUIPMENT
MOTOROLA SUPPLIED EQUIPMENT
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CommandCentral Aware Overview 1-2
Boynton Beach, FL
December 9, 2019
1.2 COMMANDCENTRAL PRODUCT DESCRIPTIONS
This section describes the general functionality of the CommandCentral software components. Not
all general functionality is available in a specific Customer solution. Specific functionality is that
which is related to the components and integrations described in this document.
1.2.1 CommandCentral Aware
The Motorola CommandCentral Aware provides an aggregated user -configurable console view
integrating multiple disparate public safety systems. CommandCentral Aware provides real-time
intelligence for a complete operating picture with four major components - mapping, video, event
monitoring and communications.
Real-time intelligence for a
complete operating picture
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Figure 1-2: CommandCentral Aware Overview Screenshot
CommandCentral Aware provides a complete operating picture, integrating real-time intelligence in
the command center to remotely assist officers in the field through:
• Geospatial event location and mapping
• Alerts
• Video & video analytics
• Workflow configuration
• Key software integrations
Each capability is summarized below. In the Detailed Solution Description section, we provide
product level description and details.
1.2.1.1 Geospatial Event Location & Mapping
CommandCentral Aware provides access to disparate data sets in a common operating procedure that
includes CAD, alarms and alerts, sensors, tips, device (radio and eventually mobile phones) , vehicle,
and tactical instructions.
CommandCentral Aware
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+� Motorola Solutions
CommandCentral Aware Overview 1-3
Boynton Beach, FL
December 9, 2019
• See personnel status and location, open -source data layers and more on a map that can be
customized with your agency's data layers. View a real-time feed of incident occurrences as they
populate on the map.
• Each data source can be shown or hidden based on groupings into a layer and then selecting or
deselecting it in the data layer panel. Data layers can also be prioritized to ensure certain
information takes visual precedence on the map. Information associated with each event or
resource on the map can be viewed in the critical information display.
• Restrict what personnel see based on authorizations to what they need to be most effective.
Ensure workflows are unhindered by access to information in the simplest form possible.
1.2.1.2 Video & Video Analytics
Place eyes on the scene within seconds of a critical incident, communicating a more informed
response and enhance responder safety through the common operating picture via CommandCentral
Aware providing information via:
• Integration with major video management systems that provide live streaming video into single
common consolidated screen.
• Receiving incident locations, alerts and analytic notifications and identifies cameras in vicinity so
that intelligence analyst can view a live stream from the area in real time.
• Visualize critical 911 call information on the map, along with the relevant information (location
of interest) and related live video streams, video analytics to enhance details provided to CAD.
• Video Analytics from Avigilon Control Center (ACC) and Blue highlight a capability to alert a
CommandCentral Aware user to video that put eyes on the scene in seconds. Avigilon brings
with it a wide swath of analytics to the fixed VMS that define rules that set triggers on breaches
by bounded area, object detection, motion detection, path crossed, directional pattern changes.
Blue allows for cloud based video analytics with motion detection sending alerts to
CommandCentral Aware.
• Real -Time Video Streaming: Virtually patrol your community or get eyes on scene of an event in
seconds by viewing cameras simultaneously from video feeds via any supported video
management system you currently use. Easily reference the video source, date, time and location
as well as customize camera groups for quicker access to particular locations
1.2.1.3 Workflow Configuration
• Workflow Automation: Providing an automated workflow engine that allows for predefined
conditions and actions that will activate nearby cameras. The conditions can be defined on CAD
incidents, Alerts, Sensors and Video Analytics with actions that will focus the user's attention
immediately to the visual.
• User -Centric Workflow: Display the application in a one-, two- or three -screen configuration and
with custom layouts to meet individual needs and workflows. Create rule -sets to perform
automated actions based on event types, helping to reduce the amount of steps necessary to
support an incident effectively.
CommandCentral Aware
19-99575/ FLP19P140A
Motorola Solutions
CommandCentral Aware Overview 1-4
Boynton Beach, FL
December 9, 2019
1.2.1.4 Key Software Integrations
CommandCentral Aware enhances incident response by integrating multiple disparate systems into a
unified public safety workflow. CommandCentral Aware provides the ability to correlate information
and events across multiple systems; radio, video surveillance, sensors, alarms, analytics, CAD,
Records, and Mapping/GPS location. CommandCentral Aware integrates with your hosted
Geographic Information System (GIS) data sets from Esri ArcGIS Server or ArcGIS online. This
adds to the common operating picture to enhance intelligence and workflow details driven by
geography and metadata contained within these data sets.
1.2.2 Geographic Information System (GIS) Data Set Integration
CommandCentral Aware integrates with your hosted GIS data sets from Esri ArcGIS Server or
ArcGIS online. The geospatial information contained within these data sets are core to the overall
visualization of the intelligent map display. This adds to the common operating picture to enhance
workflow details driven by geography and metadata contained within these data sets.
Esri's powerful geospatial engine within CommandCentral Aware is used to automatically invoke
spatial queries to inform the user of nearby items, refine geographic boundaries and focus attention on
location to orientate those responding. Utilizing the geospatial processing induces an intelligent
driven analysis and help to eliminate additional noise on the map to not distract from the concentrated
area of concern.
Example data sets may include (but not limited to):
• The ability to refine the data displayed based on geographic area defined per user (i.e. by Area,
Beat, Sector, Precinct, Zone, Quadrant)
• Find nearby entities by predefined distance (i.e. closest camera while in route, closest cameras to
an event (cad, gunshot detection, alert, etc.)
• Determining road blockades caused by traffic jams, flooded roadways, or barricades
1.2.3 Federated Query
Federated query allows for access to multiple disparate databases to simultaneously search multiple
databases by performing a single search query with a single -on. The results are automatically
matched, merged, parsed, scoring and sorted into a single return. The returns are populated in an
intuitive Graphic User Interface (GUI) query dashboard.
Data Exchanges/Dashboards
• Reduced and/or eliminated manpower
• Reduced errors
• Reduced processing times
• Tighter control of security and access to information through role -based security
• Ability to search and access information that was previously not available on-line
• Utilizes DOJ/BJA best practices via NIEM and GRA - conformant exchange of information
CommandCentral Aware
19-99575/ FLP19P140A
Motorola Solutions
CommandCentral Aware Overview 1-5
Motorola Aware
Boynton Beach, FL
December 9, 2019
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The data flow process begins when the user is using CommandCentral Aware client and has a
requirement to retrieve LEX data. CommandCentral Aware will authenticate via API to FocalPoint.
Once authenticated, the CommandCentral Aware will request via the FocalPoint API the LEX
product. FocalPoint will request and/or retrieve the data from LEX and send that data back to the
CommandCentral Aware. The CommandCentral Aware will then direct the CommandCentral Aware
client to show the LEX data.
CommandCentral Aware
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40 Motorola Solutions
CommandCentral Aware Overview 1-6
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Boynton Beach, FL
December 9, 2019
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The table below list the specific interfaces included in our solution. An Interface Specification
Document (ISD) is available for each interface upon request. The ISD details the specific features and
functionality of the interface and describes the implementation process and responsibilities of the
involved parties.
Table 1-1. Solution Interfaces
CommandCentral interfaces are dependent on the functionality made available to Motorola Solutions
by Customer's Yd party system. Customer is responsible to provide connectivity to 3rd Party system
via the SDK, API, or other Motorola Solutions approved access.
The CommandCentral Aware system integrates with the Customer's existing systems identified
above. The connector capabilities and supported features via the SDK are described below.
CommandCentral Aware
19-99575/ FLP19P140A
Motorola Solutions
CommandCentral Aware Overview 1-7
Boynton Beach, FL
December 9, 2019
1.2.4.1 CAD/AVL Integration
The CommandCentral CloudConnect Aware CAD/AVL Interface integrates with the Customer's
PremierOne CAD system. A single interface can be used to display incidents on the CommandCentral
Aware client software.
As CAD incidents are created and updated in the CAD system, the CommandCentral Aware user can
see the incidents populate in the CommandCentral Aware. Incident details can be viewed in the CAD
monitor and unit location details are displayed on the Unit Status monitor in the CommandCentral
Aware Client. Incidents will be prioritized as defined by the CAD system and that priority will appear
on the display.
By choosing a specific incident, the map is automatically centered over the incident. As updates on an
incident are received, the display is updated and the details are added if necessary. Right -clicking on
the incident from the map also provides details of the incident. Incidents remain on the display until
the CAD system closes the incident or, by default, twenty-four hours after the last update, whichever
comes first. The default twenty-four hour timer can be adjusted based on the agency.
Unit location information is available through the device tab or by right -clicking on the device (unit)
from the map. Opening that tab will display the devices that are currently in service, or have been in
service within the previous eight hours. By choosing a specific device, the map is automatically
centered over the device.
CAD status data is sent to CommandCentral using a "push" model, which means updated data from
the Customer's CAD system will be available in CommandCentral Aware with minimal delay.
1.2.4.2 Video Management Systems Integration
The CommandCentral Aware solution includes video connectors to provide interfaces to the
Customer's existing Video Management Systems (VMS) identified above in order to give the
operators full integration and functionality of all cameras in the field. The operation will have the
ability to access all live and recorded video from a single Aware workstation location for analysis and
review.
The VMS systems integrated for the given deployment must be finalized before the formal proposal is
made.
1.2.4.3 Avigilon Control Center (ACC) & Video Analytics Integration
The Avigilon to CommandCentral Aware connector integrates the results of the rules engine
combined with video from the Avigilon VMS. The targeted video feed is displayed in response to
user interaction and pre -defined scenarios based on a customizable rule set. Specific category of
events such as CAD incidents, LPR alarms, or other alert reporting system(s) integrated into
CommandCentral Aware solution can be configured, in relation to the analytics, to trigger display of
video feeds automatically. These real-time events and forensic capabilities detect and notify scene
changes, missing objects and rules violations. In addition to the live video and analytics, the
connector supplies operators video display tools that control pan, tilt, zoom (PTZ) cameras and
playback of recorded video.
CommandCentral Aware
19-99575/ FLP19P140A
Motorola Solutions
CommandCentral Aware Overview 1-8
Boynton Beach, FL
December 9, 2019
1.2.5 CommandCentral Analytics Plus
Motorola Solutions ("Motorola") is pleased to offer a next -generation crime analysis and intelligence
solution which will help you uncover more actionable insights to more effectively allocate resources
and fight crime. CommandCentral Analytics Plus, powered by LexisNexis, integrates with your
existing data sources, leverages inter jurisdictional data and includes integrated search of billions of
public records from over 10,000 sources. It also provides highly configurable experiences with
purpose-built tools for roles across your agency.
By investing in CommandCentral Analytics Plus, detectives can use link analysis across datasets to
easily track down leads and close cases. Command staff can quickly identify emerging trends and
with the help of analysts, better understand those patterns and develop proactive initiatives to
effectively address them.
This is a cloud -based product, subscribed to as -a -service. It is highly accessible and cost-effective
with predictable pricing. Product updates are seamless with new capabilities being delivered
regularly. And, the cloud also provides proven security, reliability and availability that keeps you
operationally ready.
CommandCentral Analytics Plus includes a professional services engagement for implementation and
deployment, and is built upon our operational expertise, tools and best practices, perfected over our
90+ year history of working side-by-side with public safety.
1.2.5.1 CommandCentral Analytics Plus Features
Table 1-2 - Key Features & Functionality
Agnostic CAD / RMS
Inter jurisdictional Data Sharing
Access to Over 10,000 Public
Integration
Records for 267M+ People
Configurable, Role -Based
Cloud -Based & Delivered as -a-
Flexible Analysis Project
Experiences
Service
Creation
Robust Data Visualization
Granular Data Manipulation &
Advanced Link Analysis
Detail (140 Data Points
Supported)
Easy Project Sharing
Accurint For Law Enforcement
CommandCentral Platform
Enterprise Subscription
Integration
CommandCentral Analytics Plus is an integrated part of our CommandCentral platform that provides
a suite of solutions to address the end-to-end public safety workflow. The platform is designed to:
Simplify technology complexity with unique workflow integrations and seamless data sharing.
Ensure your team is successful with modern user experiences built around the outcomes that
matter.
• Enhance decision-making and speed up processes with advanced analytics, A.I. and machine
learning.
CommandCentral is built around the philosophy of evolution, not revolution. This approach allows
you to maximize the value of your existing investments while adopting new capabilities that better
meet your needs. By leveraging cloud -based services and an agile development methodology with
constant user feedback, we can rapidly deliver new features and functionality in a more manageable,
non -intrusive way.
CommandCentral Aware
19-995751 FLP19P140A
Motorola Solutions
CommandCentral Aware Overview 1-9
Boynton Beach, FL
December 9, 2019
1.2.6 CrimeReports Plus
CrimeReports Plus expand the functionally of CrimeReports by providing the following additional
features:
• Contextualized Analysis: Upload shapefiles to define neighborhoods, districts, or other areas to
better understand the data.
• Expanded Analytics: More charts show detailed crime trends for up to 24 months.
• Social Media Engagement: Share your agency's website and social media channels to build
rapport with the public.
• Agency Branding: Create a branded experience featuring your agency logo and header colors, and
focused views displaying only data from your agency.
• Embed Crime Maps: Easily copy the embed code and publish the interactive map to further share
CrimeReports across other agency or community websites.
1.2.7 TipSubmit
TipSubmit is built to be future ready. With integrations to CommandCental Aware to provide real-
time tip alerts to integration with CommandCentral Vault so your agency collects private and public
multimedia in one application, TipSubmit is ready to maximize your agencies potential.
1.2.8 BriefCam Protect Video Analytics Solution
Video Synopsis® is the simultaneous presentation of objects, events and activities that occurred at
different times through the same camera view. BriefCam® Syndex offers a powerful set of video
review tools for locating events of interest so that users can reach targets more quickly than ever
before. Filter by time, object size, color, direction and other criteria to quickly find relevant video.
The proposed BriefCam solution includes all BriefCam capabilities including, Video Search (Search
by color, object type, presence of bags or backpacks, vehicle types), Data Reporting, Live Alerting,
and File Import capabilities.
While there are many automated video analytic solutions on the market, BriefCam differs in its
simplicity and immediate intuitiveness for virtually any user. Video Synopsis provides a very short
representation of a long time period while preserving all essential activities of the original video. This
is done by presenting multiple objects and activities simultaneously — even if they have occurred at
different times — and is performed in three stages.
Ingest - As it is fetched, the video is analyzed, separated into background (static, non-moving
objects) and foreground (dynamic, moving objects). The moving objects are extracted and inserted
into a database.
Synopsis - The user specifies a time period of interest (e.g. last 24 hours), and all relevant objects and
backgrounds for the specified period are extracted from the database. The Video Synopsis is
generated from these objects and backgrounds. Because objects are shown simultaneously, even
though they occurred at different times, the resulting Video Synopsis is very short.
Index - The user selects an object of interest. This object points to and indexes back to the original
video. The basic Video Synopsis can be further augmented by allowing users to search video
according to attributes: size, color, speed, direction and location within the frame. The unique
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"Similar to This" function enables users to search their video according to hard -to -define, "I'll know
it when I see it" attributes. As in any search engine, results can be ranked in order by probability —
from highest to lowest depending on how well they match the search criteria — ensuring that the most
relevant events of interest are presented first.
1.3 NETWORK CONNECTIVITY REQUIREMENTS
1.3.1 CommandCentral Aware
The Aware workstation will be connected through the local IP network.
Network Physical Requirements:
• Four (4) network ports for each CommandCentral server.
• One (1) network port per Aware workstation.
• One (1) 4 -post racks for the CommandCentral server with at least 30" depth.
• Two (2) circuits to distribute power to the server (dual power supplies).
• Four (4) rack units for servers with at least two (2) RU for air flow below each.
Network Requirements:
Provide network ports that are 1 GB capable.
Bandwidth with be provided between the Aware Server, VMS Servers, Aware Clients, and
Streaming clients to support multiple video streams simultaneously.
— Variable considerations... Number Connectors.
— Final bandwidth requirements will be determined at Detailed Design Review.
The C1oudConnect server(s) will be network routable.
Motorola will work with the Customer's IT personnel to verify that connectivity meets requirements.
Customer will provide the network components.
The Customer will provide internet access to the Cloud -Connect server supplied as part of this
project. A minimum of 1 Gigabit network ports for the server will be provided.
• The max number of Icons viewed on the Aware Client at one time, per instance, is 2000.
• The max number of updates per second on the Aware client is 100.
• The maximum number of radios per server is approximately 5000.
• Minimum bandwidth needed between the C1oudConnect Server and the C1oudConnect platform
is 1.1 Mbps.
1.4 DESIGN CONSIDERATIONS
The following have been taken in consideration for the design of the CommandCentral Aware
solution for the Customer:
• The CommandCentral Aware solution design includes a separate data layers for radios, AVL,
CAD events and other Yd party data. Layers can be turned on and off as desired.
• The Customer will be responsible for connectivity between the various networks.
• VPN remote access is required for Motorola Solutions personnel.
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• Customer is responsible for all necessary Yd party upgrades of their existing system(s) as may be
required to support the CommandCentral solution. Motorola's solution does not include any
services, support or pricing to support Customer 3rd party upgrades.
• Customer is responsible for the impact to 3rd party systems inclusive of CommandCentral
interfaces as a result of customer upgrading a Yd party system. Motorola Solutions strongly
recommends working with Motorola Solutions to understand the impact of such upgrades prior to
taking any upgrade action.
• Motorola will have no responsibility for the performance and/or delays caused by other
contractors or vendors engaged by the Customer for this project, even if Motorola has been
involved in recommending such contractors.
• Customer is responsible for providing backup power as necessary.
• Customer will provide Internet access to CommandCentral Aware clients(s) and server.
• Customer will provide Antivirus software for the Aware client.
• Existing UPS (Uninterruptible Power Supply) is available at the site where the CommandCentral
equipment (server & workstations) will be installed.
• Backhaul equipment, installation, and support costs are to be provided by the Customer.
• Low latency is critical for real-time operations. The speed with which data appears on the Aware
display depends in large part on how quickly the information is presented to the Aware interface.
Major contributors to the latency are typically network delays and the delay time from occurrence
of an event to when that event information is presented to Aware from the source application (i.e.,
CAD, AVL, ALPR, etc.) Consequently, although the Aware product strives to provide near -real-
time performance, Motorola can provide no guarantees as to the speed with which an event (or
video stream) appears on Aware once the event is triggered.
• Aware clients support MS Windows 10.
• Customer must provide Motorola access with administrative rights to Active Directory for the
purpose of installation/configuration and support.
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EQUIPMENT LIST
QTY
..
NOMENCLATURE
DESCRIPTION
GOMMANDCENTRAL- AWARE
1
SQM01 SUM0307A
COMMANDCENTRAL AWARE CLOUDCONNECT SERVER
1
SSVOOS01233A
AWARE ENTERPRISE LICENSE -ANNUAL SUBSCRIPTION -
HIGH -TIER VIDEO
155
SSVOOS01233A
AWARE MID -TIER VIDEO ANNUAL PER SWORN OFFICER
1
SSVOOS0111A
CONNECTOR: PremierOne CAD
1
SSVOOS01128A
VMS CONNECTOR WITH AWARE - AvigilonVMS
1
SSVOOS01056A
CONNECTOR WITH AWARE - Cintel LPR
1
FEDERATED QUERY AND RETURN — INTEGRATION TO
PALM BEACH COUNTY LEX DATA EXCHANGE
1
DSSYNWQ86542312
AWARE WORKSTATION - HP Z6G4T X6136, 5 YR.WARR.
3
DS1JS10A4ABA
HP Z27n G2 - LED monitor- 27"
COMMANDCENTRAL- ANALYTICS PLUS
1
SSVOOF01212A
CC ANALYTICS PLUS (LexisNexis) SUBSCRIPTION
1
SSVOOF01212A
COMMANDCENTRAL-ANALYTICS SET-UP FEE
TIPSUBMIT and CRIME REPORTS PLUS
1
SSVOOS01010A
TIPSUBMIT Subscription
1
SSVOOS01012A
CRIMEREPORTS PLUS W/CAMERA REGISTRATION
BRIEFCAM
1
DSHPPNO0036046301
BRIEFCAM SERVER GEN10
1
DSBCSYNBCPPT1
BRIEFCAM PROTECT —VMS and File Based Import. 100
Camera Channels Included. Includes Forensics, Data Reporting
and Live Analytics, 5 concurrent client licenses.
1
DSBCMAU001
BRIEFCAM PROTECT - SW maintenance & upgrades for 1
year
5
IDSBCSYNBSYNPSOS I BRIEFCAM PROFESSIONAL SERVICES
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Equipment List 2-1
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STATEMENT OF WORK
3.1 CONTRACT AWARD
This Statement of Work (SOW) describes tasks to be performed in implementing the solution and the
deliverables to be furnished to the Customer. The tasks described herein will be performed by
Motorola Solutions, its subcontractors (as applicable), and the Customer to implement
CommandCentral Aware. When assigning responsibilities, the phrase "Motorola Solutions" includes
our subcontractors and third -party partners.
Motorola's project manager will use the Statement of Work to guide the deployment process and
coordinate the activity of all Motorola resources and teams. The project manager will also work
closely with the Customer's project manager to clearly communicate the required deployment
activities and schedule tasks involving Customer resources.
The scope of this project is limited to supplying the contracted equipment, software and services (SI
& Subscriptions) inclusive or any changes that alter the scope via a change order.
Deviations and changes to this SOW are subject to mutual agreement between Motorola Solutions
and the Customer and will be addressed in accordance with the change order provision of the
Contract.
3.1.1 Contract Administration
Motorola Solutions Responsibilities
1. Assign a Project Manager, as the single point of contact to implement the CommandCentral
Solutions project.
2. Assign resources necessary for project implementation.
3. Schedule the project kick—off meeting.
Customer Responsibilities
1. Assign a project manager as the single point of contact responsible for managing Customer
resources and with the authority to acknowledge/approve project deliverables.
2. Assign resources necessary to ensure completion of project tasks for which the Customer is
responsible.
Completion Criteria
• Motorola and the Customer assign all required resources.
• Project kickoff meeting is scheduled.
3.1.2 Project Kickoff
The purpose of the Project kickoff is to introduce project participants and review the scope of the
proj ect.
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Motorola Solutions Responsibilities
1. Conduct a project kickoff meeting.
2. Introduce the project team participants and review the roles of each team member.
3. Review the overall project scope and objectives.
4. Discuss the role of resources and scheduling requirements.
5. Review the project schedule and address upcoming milestones and/or events.
6. Review Customer resource and scheduling requirements.
7. Review the teams' interactions, meetings, reports, milestone acceptance, and the Customer's
participation in particular phases.
Customer Responsibilities
1. Key project team participants attend the meeting.
2. Review Motorola and the Customer responsibilities.
3. Provide locations and access to the existing equipment that will be part of the CommandCentral
system.
4. Provide all paperwork and/or forms (i.e. fingerprints, background checks, card keys and any other
security requirement) required to obtain access to facilities for this project.
5. Provide the contact information for the license administrator for the project, i.e. IT Manager, and
any other key contact information.
Completion Criteria
• Project kickoff meeting completed.
• Meeting notes identify the next action items.
3.1.3 Contract Design Review (CDR)
The objective of the CDR is to review the scope of the project, project schedule, equipment list,
training approach and test plan.
Motorola Solutions Responsibilities
1. Meet with the Customer's project team to review the operational requirements and the impact of
those requirements on various equipment configurations
2. Review the contract exhibits: System Design, Statement of Work, Project Schedule, Acceptance
Test Plans
3. Provide detailed requirements for the CommandCentral Aware system.
4. Provide credentialing application for Analytics Plus.
5. Review credentialing paperwork to ensure accuracy.
6. Arrange for the site inspection related to the Analytics Plus implementation.
7. Motorola is not responsible for issues outside of its immediate control. Such issues include, but
are not restricted to, improper frequency coordination by others and non-compliant operation of
other radios.
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Customer Responsibilities
1. Project team participants attend the meeting.
2. Provide network environment information to Motorola.
3. If applicable, test existing equipment and/or any 3rd. party equipment with which Motorola
equipment will interface.
4. Provide locations and access to the existing data and video equipment that will be part of the
CommandCentral system per contract.
5. Work with the owners of the new and existing data and video equipment to establish network
connectivity (where applicable).
6. Provide all paperwork and/or forms (i.e. fingerprints, background checks, card keys and any other
security requirement) required to obtain access to each of the sites identified for this project.
7. Complete and return the credentialing application for Analytics Plus.
8. Provide the contact information for the license administrator for the project, i.e. IT Manager,
CAD Manager, and any other key contact information as part of this project.
9. Provide appropriate resources to participate in site inspection.
Completion Criteria
• Completion of the CommandCentral design system documentation, which may include the
updated System Description, Equipment List, System diagrams or other documents applicable to
the project.
• Incorporate any deviations from the proposed ILPS solution into the contract documents
accordingly.
• Submit Analytics Plus order for integration.
• A Change Order is executed in accordance with all material changes and scope resulting from the
Design Review to the contract.
3.2 EQUIPMENT PROCESSING AND SHIPPING
Motorola Solutions Responsibilities
1. Validate equipment list including validation of model numbers, versions, and compatible options
to main equipment.
2. Enter order into the order management system.
3. Ship equipment to Customer's facility.
Customer Responsibilities
1. Approve shipping location(s).
2. Receive all equipment and provide secured storage at the designated location.
Completion Criteria
• Equipment List verified.
• System Order complete and shipped to Customer's site.
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3.3 AWARE CONNECTORS
Motorola Responsibilities
1. Establish demarcation point to define the connection between CommandCentral Aware and the
defined third party systems and/or Customer -supplied data sources.
2. Review data source documentation to assure developers have everything needed to implement the
connector/interface.
3. Review data source access information to assure developers have everything needed to establish a
connection to the data source.
4. Review network requirement topology to assure connector has access to both the data source and
public internet.
5. If applicable, request information on API, SDKs, data schema and any internal and 3rd party
documents necessary to establish interfaces with all local and remote systems and facilities.
6. Provide minimum acceptable network performance specifications.
7. If applicable, develop software interfaces (connectors) necessary for the system based on the
proposed system solution.
Customer Responsibilities
1. Work with Motorola to define requirements for the connector.
2. If applicable, provide requested detailed documentation for each data source including API,
SDKs, data schema and any internal and 3rd party documents necessary to develop the
connectors and establish interfaces with all local and remote systems and facilities.
3. Provide all communications lines with 3rd party vendors (if applicable) and establish any network
paths and network equipment in accordance with Project design and schedule and ensure that the
necessary technical support is made available for installation, testing, and demonstration of the
interfaces.
4. Ensure that necessary non -disclosure agreements, approvals, and other related issues are complete
in accordance with Project design and schedule. Data exchange development must adhere to 3rd
party licensing agreements.
5. Assume responsibility for all cost and payment associated with non -Motorola development effort.
6. Provide all the necessary access and permissions to network and system resources required to
perform the data exchanges for this project. This includes both physical access and network
access to servers and/or system databases.
7. Provide subject matter experts from each involved department to participate in analysis and
design meetings as required.
8. Provide internet connectivity to each of the involved 3rd party servers needed to facilitate the data
transfers.
Completion Criteria
• Connector development is completed.
• All required access has been granted and documented.
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3.4 FEDERATED QUERIES
Motorola Responsibilities
1. Create Requirements Traceability Matrix (RTM).
2. Acquire and setup development/test environment.
3. Develop and implement LEX and Search API connectors in accordance with the RTM.
4. Test the connectors to demonstrate they function in accordance with the RTM.
5. Provide training on query functionality.
Customer Responsibilities
1. Participate in development of RTM.
2. Participate in testing of LEX and Search API connectors.
Completion Criteria
• Demonstration that queries function in accordance with the RTM.
3.5 INSTALLATION & CONFIGURATION
3.5.1 CloudConnect Server Installation
Motorola Responsibilities
1. Inventory all equipment specified in the equipment list.
2. Rack and install the CommandCentral Aware CloudConnect appliance on the Customer
designated equipment rack.
3. Connect the server to a power distribution unit (PDU) with redundant power provided by
4. Connect server to the Customer's network switch.
5. Assign the Customer provided IP addresses to both the physical and virtual machine servers.
6. Configure Server with contracted software and apply licenses.
7. Configure network connectivity and test connection to CommandCentral Aware server.
8. Test network connectivity to the Internet.
9. Provide support to configure Analytics Plus scheduling, engineering, and historical data upload.
Customer Responsibilities
1. Provide IP address information and verify that network paths are configured.
2. Provide usernames and passwords to be used by Motorola as it configures the equipment.
3. Provide access, and the proper passes, to designated Motorola Solutions personnel that will be
supporting the installation.
4. Remove/relocate any existing equipment that is unrelated to Motorola's scope.
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5. Provide the network connectivity between the Aware server and all the third party systems
identified in this proposal as well as any API/SDKs required for the integration into
CommandCentral Aware, including a VPN path or any port forwarding required for the
integration.
6. Provide backup power as necessary.
7. Provide and install all communications lines and network equipment and configuration that are
not Motorola -provided in accordance with the contract and performance schedule.
8. Provide internet access for the CommandCentral system.
9. Acquire all licensing, site access, or permitting required for project implementation.
10. Provide adequate electrical power and outlets at the site where all the CommandCentral Aware
client equipment will be installed and will be compliant with applicable electrical codes.
11. Provide UPS (Uninterruptible Power Supply) at the site where the CommandCentral equipment
(server & workstations) will be installed.
Completion Criteria
• CommandCentral Aware C1oudConnect server installation and configuration is complete.
3.5.2 CommandCentral Aware Workstations Configuration
Motorola Responsibilities
1. Install CommandCentral Aware workstation(s) and monitors at designated location.
2. Configure CommandCentral Aware workstation with client software.
3. Connect workstations to the Customer's network switch and configure network connectivity
4. Test connection to CommandCentral Aware cloud connect.
5. Test network connectivity to the internet.
Customer Responsibilities
1. Provide sufficient desk space to support the placement of the CommandCentral Aware
workstation and monitors.
2. Provide IP addresses for workstation equipment per the design documentation.
3. Provide internet access to the CommandCentral Aware licenses.
4. Provide an antivirus software license(s) for the CommandCentral Aware workstation (s).
5. Provide power with sufficient number of receptacles within 6' feet of the workstation installation
area.
6. Provide a single 1 Gigabit network Ethernet port within 6' feet of each workstation installation
area.
7. Provide user names, email addresses, phone numbers in order to create CommandCentral Aware
user logons for system.
Completion Criteria
• CommandCentral Aware Workstations configuration is complete.
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3.5.3 CommandCentral Aware — Connector Installation & Configuration
Motorola Responsibilities
1. Configure the connector data interfaces into CommandCentral Aware.
2. Install CommandCentral Aware VMS connector configuration file on the CommandCentral
Virtual Machine.
3. Test that the connectors are operating properly and not adversely affecting other systems.
4. Test the connectors and verify they perform in accordance with the design specifications.
Customer Responsibilities
1. Provide access to the sites, as necessary.
2. Provide IP addresses for the third -party systems.
3. Provide any and all logon on credentials for the required systems per Motorola specifications to
be provided during the Design Review phase.
Completion Criteria
• CommandCentral Aware connectors installed and operating in accordance with the design
specifications.
3.6 TRAINING
3.6.1 CommandCentral Aware On -Site Training
On-site training consists of three (3) days of on-site instructor lead discussion and hands on
workshop. On-site training supplements the user learning experience provided by the Motorola
Solutions Software Enterprise LMS and is structured to your individual needs. On-site Training is
limited to twelve (12) Customer participants.
Motorola Solutions Responsibilities
1. Conduct training discovery teleconference with Customer's PM or Training Manager to
understand the Customer needs and objectives of Motorola Solutions on-site training.
2. Develop Customer specific curriculum and route to Customer for review and approval.
3. Schedule on-site training
4. Upon completion of on-site training, provide Customer with a Training summary report focusing
on suggested Customer actions that will enable greater success in using the CommandCentral
Aware features.
Customer Responsibilities
1. Participate in the training discovery teleconference.
2. Review and approve the Customer specific curriculum prior to Motorola Solutions scheduling on-
site training.
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3. Provide a classroom and training environment that enables participants to focus on learning
without distraction or interruption. The training environment must provide internet access, access
to the CommandCentral Aware system and accommodate up to twelve participants.
4. Provide one workstation with three monitors for each participant and one workstation with three
monitors for the Motorola Solutions instructor.
Completion Criteria
Work is considered complete upon conclusion of the on-site instructor led training.
3.6.2 CommandCentral Aware On -Line Training
CommandCentral Aware training is also available via Motorola Solutions Software Enterprise
Learning Management System (LMS). This subscription service provides you with continual access
to our library of on-line learning content and allows your users the benefit of learning at times
convenient to them. Content is added and updated on a regular basis to keep information current. All
Motorola Solutions tasks are completed remotely and enable the Customer to engage in training when
convenient to them
LMS Administrators are able to add/modify users, run reports, and add/modify groups within the
panorama.
Motorola Solutions Responsibilities
1. Initial set up of Panorama* and addition of administrators.
2. Provide instruction to Customer LMS Administrators on:
A. Adding and maintaining users
B. Adding and maintaining Groups*
C. Assign courses and Learning Paths*
D. Running reports
Customer Responsibilities
1. Provide Motorola with names (first and last) and emails of Customer LMS administrators
2. Provide access to leamingservices.motorolasolutions.com
3. Complete LMS Administrator training
4. Advise users of the availability of the LMS
5. Add/modify users, run reports and add/modify groups
Completion Criteria
Work is considered complete upon conclusion of Motorola Solutions provided LMS Administrator
instruction.
*Panorama - A panorama is an individual instance of the Learning Management System that provides autonomy to the
agency utilizing.
*Groups - A more granular segmentation of the LMS that are generally utilized to separate learners of like function (i.e.
dispatchers, call takers, patrol, firefighter). These may also be referred to as clients within the LMS.
*Learning Path - A collection of courses that follow a logical order, may or may not enforce linear progress.
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3.6.3 Analytics Plus Onboarding and Training
Motorola Responsibilities
1. Schedule 3 -day on-site onboarding and training that focuses on:
A. Agency Standard Operating Procedure (patrol, intelligence gathering, investigations)
B. Policing methodologies and technologies in use by customer agency (DDACTS, ILPS, POP,
COP, COMPSTAT)
C. Specific job roles and responsibilities and related work tasks (analysis, patrol, reporting)
D. Day-to-day activities and administrative/departmental meetings (Command Staff,
COMPSTAT, DDACTS
Customer Responsibilities
1. Provide Motorola with names (first and last) and emails of Customer LMS administrators
2. Provide access to learningservices.motorolasolutions.com
3. Complete LMS Administrator training
Completion Criteria
• Verified implementation of Analytics Plus
3.7 COMMANDCENTRAL FINAL SYSTEM ACCEPTANCE
3.7.1 Acceptance Test Plan (ATP)
Motorola Responsibilities
1. Review the acceptance test and procedures with the Customer.
2. Perform acceptance tests with the Customer, including LEX Federated Queries.
A. Test name queries (first and last, "Last, First")
B. Test license plate queries (plate with State abbreviation for in-state and out-of-state plates,
plate with State name for in-state and out-of-state plates)
C. Test address search with street address, city, state, zip code)
D. Test personal identifier queries (Social Security Number, State ID number, FBI number)
3. Document the results of the acceptance tests and present to Customer for review.
4. If any test as contractually described fails, repeat that particular test after Motorola determines
that corrective action has been taken.
5. Prepare documentation of component tests to be delivered as part of the final documentation
package.
Customer Responsibilities
1. Participate in the Acceptance Test Plan.
2. Provide corrective action on any Customer owned deliverables, within an agreed-upon timeframe.
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3. Acknowledge successful completion of the ATP.
Completion Criteria
• All tests and deliverables for CommandCentral Aware are completed and signed -off by the
Customer.
3.7.2 Resolve Punch list
Motorola Responsibilities
1. Work with the Customer to resolve punch list items documented during the Acceptance Testing,
in order to meet all the criteria for final system acceptance.
Customer Responsibilities
1. Assist Motorola with resolution of identified punch list items by providing support, such as
access to the sites, equipment and system, and approval of the resolved punch list item(s).
Completion Criteria
• All punch list items resolved and approved by the Customer.
3.7.3 Finalize Documentation
Motorola Responsibilities
1. Provide electronic as -built documentation that includes:
A. Functional Acceptance Test Plan test sheets and results
B. CommandCentral Solution Configuration / Diagrams
C. System password list
D. System IP Plan
E. Customer Responsibilities
2. Receive and approve all documentation provided by Motorola.
Completion Criteria
• All required documentation is provided and approved by the Customer.
3.7.4 Final Acceptance
• All deliverables completed, as contractually required.
• Written acknowledgement of Final System Acceptance received from Customer.
3.8 CHANGE ORDER PROCESS
Either Party may request changes within the general scope of this Agreement. If a requested change
causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will
agree to an equitable adjustment of the Contract Price, Performance, Schedule, or all three, and will
reflect the adjustment in a change order. Neither Party is obligated to perform requested changes
unless both Parties execute a written change order.
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3.9 PRELIMINARY SCHEDULE
The preliminary estimate for completion is three to five months, pending date of purchase and
manufacturing lead times. A final schedule will be developed during the project kickoff activities.
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CONSULTINGIOPERATIONAL
SERVICES
4.1 CONSULTING / PROFESSIONAL SERVICES OVERVIEW
As technology continues to evolve, public entities are faced with the challenge of providing improved
services to their user communities while controlling operating cost. As a leading provider of mission
critical communications equipment, integrated public safety solutions, and professional services
consulting engagements, Motorola is committed to providing you with a professional service's driven
engagement that offers our operational expertise, tools and systems designed to help achieve your
strategic goals according to the priorities laid out in the system description section of this proposal.
4.2 COMMANDCENTRAL AWARE AND ANALYTICS PLUS
ONBOARDING SERVICES
CommandCentral Aware Onboarding provides customers with a personalized experience during their
first weeks as a CommandCentral Customer. From the initial integration of the Agency's data clear
through to customized Agency -Specific instruction, CommandCentral Onboarding ensures new
customers have a successful start with their CommandCentral services. The Customer will receive
individualized assistance throughout the onboarding and data integration phases. CommandCentral
Aware Onboarding will provide the Customer's personnel with the knowledge to operate and
customize CommandCentral Aware within their agency. This includes understanding how to identify
and distribute incident -relevant intelligence from aggregated data, query and video sources to first
responders in real time, and proactively identify issues before they escalate.
4.3 COMMANDCENTRAL OPERATIONAL INTEGRATION
CommandCentral Operational Integration provides customized professional services through tailored
engagements that seek to enable a higher level of data -driven competency within an agency. This
service engagement provides agency personnel with the processes, skills, and knowledge necessary to
effectively integrate individual CommandCentral products into all aspects of their policing activities.
Upon completion of the engagement, users will be equipped to use CommandCentral products to
improve the effectiveness and positive outcomes of police operations.
Boynton Beach, FL
CommandCentral Aware
19-995751 FLP19P140A
Motorola Solutions
December 9, 2019
Consulting/Operational Services 4-1
Boynton Beach, FL
December 9, 2019
SECTION 5
SUPPORT
5.1 TECHNICAL SUPPORT OPERATIONS
Technical Support is available Monday - Friday 7:00am - 7:00pm Central Time and 24 hours a day, 7
days a week for Severity 1 incidents. Severity level response goals are outlined below. Calls requiring
incidents or service requests will be logged in Motorola's Customer Relationship Management
(CRM) system. This helps ensure that technical issues are prioritized, updated, tracked and escalated
as necessary.
5.2 TECHNICAL SUPPORT SCOPE
Technical support service is available Monday - Friday 7:00 am - 7:00 pm Central Time except for
Severity 1 incidents for which support service is available 24 hours a day, 7 days a week. See
Severity Level Definitions below.
Table 5-1: Severity Level Definitions and Response Times
Total System Failure
Critical production issue that severely impacts use of
the application. The situation halts business operations
and no procedural workaround exists. This level is
meant to represent a major issue which results in an
unusable system.
Service is down and unavailable.
Major corruption or loss of data requiring restoration
from backup.
A critical documented feature or function is not
available.
Critical System Failure
Major functionality is impacted or significant
performance degradation is experienced. The situation
is causing a high impact to portions of customer
operations and no reasonable workaround exists. This
level is meant to represent a major issue which limits a
customer's normal use of the system. However, basic
functionality remains intact.
Service is operational but highly degraded
performance to the point of major impact on usage.
Important features of the application are unavailable
with no acceptable workaround; however, operations
can continue in a restricted fashion.
CommandCentral Aware
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Telephone
conference within 1
Hour of initial voice
notification.
Telephone
conference within 3
Business Hours of
initial voice
notification during
normal business
hours.
QMotorola Solutions Support 5-1
Non -Critical System Failure
There is a non-critical or partial loss of use of the
service secondary to a failure of a service of the
application or component of the system with a
medium -to -low impact on the customer. Primary
operations continue to function. This level is meant to
represent a minor issue which does not preclude the
use of the system.
4 1 Cosmeticlinconvenience
Inquiry regarding a routine technical issue; information
requested on application capabilities, navigation,
installation or configuration; functionality enhancement
request; bug affecting small number of users.
Acceptable workaround is available:
General use questions
Cosmetic issues
System updates
- Feature requests
CommandCentral Aware
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Boynton Beach, FL
December 9, 2019
Telephone
conference or email
response within 8
Business Hours of
initial notification
during normal
business hours.
Telephone
conference or email
response within 2
Standard Business
Days of initial
notification.
Motorola Solutions Support 5-2
Boynton Beach, FL
December 9, 2019
PRICING SUMMARY
6.1 PROPOSAL PRICING
CommandCentral Aware
19-99575/ FLP19P140A
Motorola Solutions
Pricing Summary 6-1
CommandCentral Aware
CLOUDCONNECT ON -PREMISE SERVER
1
$13,200.00
0.00
$13,200.00
AWARE HOSTED VIDEO - MID -TIER
1
$30,400.00
$30,400.00
CONNECTOR: MOTOROLA SOLUTIONS
PREMIERONE
1
$0.00
$0.00
CONNECTOR: AVIGILON ACC CONNECTOR
1
$0.00
$0.00
CONNECTOR: CINTEL LPR
1
$5,000.00
$5,000.00
AWARE WORKSTATION - HP INC.: HP Z6G4T X6136
WITH 5 YEAR WARRANTY
1
$10,409.00
$10,409.00
HP Z27N G2 LED 271N MONITOR
3
$598.00
$1,794.00
COMMANDCENTRAL AWARE OPERATIONAL
INTEGRATION
1
$19,271.00
$19,271.00
ENGINEERING SI - INTEGRATION
1
$113,479.00
$113,479.00
PROJECT MANAGEMENT SI - INTEGRATION
1
$98,937.00
$98,937.00
ANALYTICS PLUS ONE TIME SET UP FEE
1
$799.00
$799.00
ANALYTICS PLUS SUBSCRIPTON
1
$20,550.00
$20,550.00
COMMANDCENTRAL ANALYTICS ONBOARDING
4
$450.00
$1,800.00
PROJECT MANAGEMENT SI - INTEGRATION
1
$12,390.00
$12,390.00
TIPSUBMIT SUBSCRIPTION SERVICE
1 $3,999.00
$3,999.00
COMMANDCENTRAL CAMERA REGISTRATION
$0.00
$0.00
NEW CRIME REPORTS PLUS SUBSCRIPTION
$3,000.00
$3,000.00
1
$167,143.00
$167,143.00
CommandCentral Aware
19-99575/ FLP19P140A
Motorola Solutions
Pricing Summary 6-1
6.2
6.3
Boynton Beach, FL
December 9, 2019
CommandCentral
VMS and FILE BASED IMPORT. 100 CAMERA 1 $183,086.00 $183,086.0
LICENSES INCLUDING FORENSICS, DATA
REPORTING and LIVE ANALYTICS, 5 CONCURRENT
CLIENT LICENSES WITH 1 YEAR SMA, 1 BRIEFCAM
SERVER, IMPLEMENTATION PROFESSIONAL
SERVICES 7 ONLINE TRAINING
SUBTOTAL $685,257.00
System Discount $136,257.00
Time Incentive Discount Year One $19,757.00
GRAND TOTAL 1 $529,243.00
MOTOROLA COMMANDCENTRAL SOLUTION PAYMENT
OPTIONS - PHASE 1
Payments based on a down $145,354 $145,354 $145,354 $145,354I $145,354
payment of $ 233,930
Payments based on down $93,503 $93,503 $93,503 1 $93,503 $93,503
payment of $ 465,860
First payment due one year after contact execution. Includes all costs.
SUBSCRIPTION PRICING
Years 2 to 5 Annual
Year 2
Year 3
Year 4
Year 5
Subscriptions
Subscriptions
(SMA)
Maintenance
CommandCentral Aware
$35,400
$35,400
$35,400
$35,400
TotalMaintenance
$141,600
w/Connectors
CommandCentral Analytics
$17,467
$17,467
$17,467
$17,467
$69,868
Plus
TipSubmit
$3,999
$3,999
$3,999
$3,999
$15,996
CrimeReports Plus
$3,000
$3,000
$3,0001
$3,000
$12,000
Briefcam SW Maintenance &
$22,500
$22,500
$22,500
$22,500
$90,000
Upgrades
Five Points - Annual
$12,600
$12,600
$12,600 i
$12,600
$50,400
Maintenance
CommandCentral Aware
19-99575/ FLP19P140A
Q Motorola Solutions Pricing Summary 6-2
Boynton Beach, FL
December 9, 2019
* Note — The time incentive discount is based on a signed executable contract by December 27,
2019.
CommandCentral Aware
19-99575/ FLP19P140A
Motorola Solutions
Pricing Summary 6-3
Boynton Beach, FL
December 9, 2019
TERMS AND CONDITIONS
The Communications Products Agreement is on the following pages.
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Boynton Beach, FL
December 9, 2019
Communications Products Agreement
Motorola Solutions, Inc. ("Motorola") and the City of Boynton Beach, Florida ("Customer") enter into this
"Agreement," pursuant to which Customer will purchase and Motorola will sell the Products, as described below.
Motorola and Customer may be referred to individually as a "Party' and collectively as the "Parties." For good and
valuable consideration, the Parties agree as follows:
Section 1 EXHIBITS
The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement
and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any
inconsistency between the exhibits will be resolved in their listed order.
Exhibit A
Motorola "Software License Agreement"
Exhibit B
Payment Schedule
Exhibit C
Motorola Proposal/Quote dated December 9, 2019
Exhibit D
Subscription Services Addendum
Exhibit D-1
Addendum to Subscription Services Agreement
Exhibit E
LexisNexis Master Terms & Conditions
Exhibit F
LexisNexis Risk Solutions Government Application
Exhibit G
LexisNexis Non-FCRA Permissible Use Certification - Government
Section 2 DEFINITIONS
Capitalized terms used in this Agreement have the following meanings:
2.1. "Confidential Information" means all information consistent with the fulfillment of this agreement that is (i)
disclosed under this agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly
designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis of
any hardware, software or any component part thereof provided by discloser to recipient. The nature and existence
of this agreement are considered Confidential Information. Confidential information that is disclosed orally must be
identified as confidential at the time of disclosure and confirmed by the discloser by submitting a written document
to the recipient within thirty (30) days after such disclosure. The written document must contain a summary of the
Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked
as confidential or its equivalent.
2.2. "Contract Price' means the price for the Products, excluding applicable sales or similar taxes and freight
charges.
2.3. "Effective Date" means that date upon which the last Party executes this Agreement.
2.4. "Equipment" means the equipment listed in the List of Products that Customer purchases from Motorola
under this Agreement.
2.5. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable
control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor
disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots).
2.6. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or
the Motorola Software directly infringes a United States patent or copyright.
2.7. "Motorola Software" means Software that Motorola or its affiliated company owns.
2.8. "Non -Motorola Software" means Software that another party owns.
2.9. "Open Source Software" (also called "freeware" or "shareware") software with either freely obtainable
source code, license for modification, or permission for free distribution.
2.10. "Products" mean the Equipment and Software provided by Motorola under this Agreement.
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2.11. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets,
trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment
and Software, including those created or produced by Motorola under this Agreement and any corrections, bug
fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola
or another party.
2.12. "Software" means the Motorola Software and Non -Motorola Software in object code format that is furnished
with the Products.
Section 3 SCOPE OF AGREEMENT AND TERM
3.1. SCOPE OF WORK. Motorola will provide and install (if applicable) the Products, and perform its other
contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual
responsibilities in accordance with this Agreement.
3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement.
Neither Party is obligated to perform requested changes unless both Parties execute a written change order.
3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual
agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the expiration
of the Warranty Period.
3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. During the Term of this Agreement, Customer may order
additional Equipment or Software if it is then available. Each order must refer to this Agreement and must specify
the pricing and delivery terms. Notwithstanding any additional or contrary terms in the order, the applicable
provisions of this Agreement (except for pricing, delivery, and payment terms) will govern the purchase and sale of
the additional Equipment or Software. Payment is due within thirty (30) days after the invoice date, and Motorola
will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively,
Customer may register with and place orders through Motorola Online ("MOL"), and this Agreement will be the
"Underlying Agreement" for those MOL transactions rather than the MOL On -Line Terms and Conditions of Sale.
MOL registration and other information may be found at tps:Hbusinessonline. motorola.col . and the MOL
telephone number is (800) 814-0601.
3.5. MAINTENANCE SERVICE. This Agreement does not cover maintenance or support of the Products except
as provided under the warranty. If Customer wishes to purchase maintenance or support, Motorola will provide a
separate maintenance and support proposal upon request.
3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer
solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all
of the terms and restrictions of the Software License Agreement.
3.7. NON -MOTOROLA SOFTWARE. Any Non -Motorola Software is licensed to Customer in accordance with
the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner
has granted to Motorola the right to sublicense the Non -Motorola Software pursuant to the Software License
Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under
the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non -
Motorola Software. Non -Motorola Software may include Open Source Software. All Open Source Software is
licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license
of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use
commercially reasonable efforts to determine whether any Open Source Software will be provided under this
Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard
license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software
source code if it is publicly available without charge (although a distribution fee or a charge for related services may
be applicable).
3.8. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a "Priced Options" exhibit is
shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the
option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date),
Customer has the right and option to purchase the equipment, software, and related services that are described in
CommandCentral Aware
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Motorola Solutions
Terms and Conditions 7-3
Boynton Beach, FL
December 9, 2019
the Priced Options exhibit. Customer may exercise this option by giving written notice to Motorola which must
designate what equipment, software, and related services Customer is selecting (including quantities, if applicable).
To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the
parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith
promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated
are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules,
payment terms, maintenance and support provisions, additions to or modifications of the Software License
Agreement, hosting terms, and modifications to the acceptance and warranty provisions.
Section 4 PERFORMANCE SCHEDULE
p
Motorola will perform services in accordance with Exhibits C and D.
Section 5 CONTRACT PRICE, PAYMENT, AND INVOICING �l
5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is _$549,000.00_
5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment
Schedule in Exhibit B. Except for a payment that is due on the Effective Date, Customer will make payments to
Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form
of a wire transfer, check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple
interest at the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola is 36-
1115800.
5.3 FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre -pay and add all freight charges to the invoices.
Title and risk of loss to the Equipment will pass to Customer upon shipment. Title to Software will not pass to
Customer at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices.
5.3. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following
address:
The Equipment will be shipped to the Customer at the following address (insert if this information is
known):
The address for the final destination where the Equipment will be delivered to Customer is:
Customer may change this information by giving written notice to Motorola.
Section 6 SITES AND SITE CONDITIONS
6.1. ACCESS TO SITES. If Motorola is providing installation or other services, Customer will provide all
necessary construction and building permits, licenses, and the like; and access to the work sites or vehicles
identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may
perform its contractual duties.
6.2. SITE CONDITIONS. If Motorola is providing installation or other services at Customer's sites, Customer
will ensure that these work sites be safe, secure, and in compliance with all applicable industry and OSHA
standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure
that these work sites have adequate: physical space, air conditioning and other environmental conditions; adequate
and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other
communication lines (including modem access and adequate interfacing networking capabilities), all for the
installation, use and maintenance of the Products.
Section 7 ACCEPTANCE
Acceptance of the Products will occur upon delivery to Customer unless the Statement of Work provides for
acceptance verification or testing, in which case acceptance of the Products will occur upon successful
completion of the acceptance verification or testing. Notwithstanding the preceding sentence, Customer's use of
the Products for their operational purposes will constitute acceptance.
Section 8 REPRESENTATIONS AND WARRANTIES
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+�, Motorola Solutions Terms and Conditions 7-4
Boynton Beach, FL
December 9. 2019
8.1. The Warranty Period is one (1) year from the date of shipment of the Products.
8.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under
normal use and service will be free from material defects in materials and workmanship. If Acceptance is delayed
beyond six (6) months after shipment of the Equipment by events or causes within Customer's control, this warranty
expires eighteen (18) months after the shipment of the Equipment.
8.3. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement,
during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software
License Agreement and the provisions of this Section that are applicable to the Motorola Software. If Acceptance
is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within Customer's
control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. TO THE EXTENT,
IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED
ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF
ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERCEDES THIS SOFTWARE LICENSE
AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT.
8.4. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not
apply to: (i) defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal,
customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly,
repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola;
Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to
antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial
number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or
consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to
Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and
tear.
8.5. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim
before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty
claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to
Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or
refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola's
liability for the warranty claim. If this investigation indicates the warranty claim is not valid, then Motorola may
invoice Customer for responding to the claim on a time and materials basis using Motorola's then current labor
rates. Repaired or replaced product is warranted for the balance of the original applicable Warranty Period. All
replaced products or parts will become the property of Motorola.
8.6. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the
original user purchasing the Products for commercial, industrial, or governmental use only, and are not assignable
or transferable.
8.7. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES
FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE
GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
Section 9 DELAYS
Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party
that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly
(but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties
will execute a change order to extend the performance schedule for a time period that is reasonable under the
circumstances.
Section 10 DISPUTES
The Parties will use the following procedure to address any dispute arising under this Agreement (a "Dispute").
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Boynton Beach, FL
December 9, 2019
10.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the
State of Florida.
10.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute
("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good faith negotiations
including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at
a higher level of management than the persons with direct responsibility for the matter and 2) direct communication
between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the
Parties will proceed to mediation.
10.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate
from either Party ("Notice of Mediation"). Neither Party may unreasonably withhold consent to the selection of a
mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration
Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the
cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the
mediation by a business executive with authority to settle the Dispute.
10.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt
of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the State
of Florida. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any
claim or matter arising under or in connection with this Agreement.
10.5. CONFIDENTIALITY. All communications pursuant to subsections 10.2 and 10.3 will be treated as
compromise and settlement negotiations for purposes of applicable rules of evidence and any additional
confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be
construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party.
Section 11 DEFAULT AND TERMINATION
11.1. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the
non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim
by giving the non-performing Party a written and detailed notice of the default. Except for a default by Customer
for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party
will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable
within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan
immediately after receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party,
Motorola may stop work on the project until it approves the Customer's cure plan. If the non-performing Party fails
to cure the default, the performing Party may terminate any unfulfilled portion of this Agreement and recover
damages as permitted by law and this Agreement.
11.2. In the event Customer elects to terminate this Agreement for any reason other than default, Customer
shall pay Motorola for the conforming Equipment and/or Software delivered and all services performed.
Section 12 PATENT AND COPYRIGHT INFRINGEMENT INDEMNIFICATION
12.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third -
party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ("Motorola Product")
directly infringes a United States patent or copyright ("Infringement Claim"). Motorola's duties to defend and
indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola
having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer
providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the
Infringement Claim. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will
pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or
agreed to, in writing, by Motorola in settlement of an Infringement Claim.
12.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and
expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the
Motorola Product so that it becomes non -infringing while providing functionally equivalent performance; or (c) accept
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December 9, 2019
the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge
for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards.
12.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the
combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use
of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the
Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer's designs,
specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs,
specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola;
(e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent
with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola
Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its
indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's
revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from
Customer from sales or license of the infringing Motorola Product.
12.4. This Section 12 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event
of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or
further remedies, whether under another provision of this Agreement or any other legal theory or principle, in
connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 12 are subject
to and limited by the restrictions set forth in Section 13.
Section 13 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence,
strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but
not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are
claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES,
THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE;
LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL,
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM
THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF
SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the
expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for
contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more
than one (1) year after the accrual of the cause of action, except for money due upon an open account.
Section 14 CONFIDENTIALITY
14.1. Each party is a disclosing party ("Discloser") and a receiving party ("Recipient") under this agreement. All
Deliverables will be deemed to be Motorola's Confidential Information. During the term of this agreement and for a
period of three (3) years from the expiration or termination of this agreement, Recipient will (i) not disclose
Confidential Information to any third party; (ii) restrict disclosure of Confidential Information to only those employees
(including, but not limited to, employees of any wholly owned subsidiary, a parent company, any other wholly owned
subsidiaries of the same parent company), agents or consultants who must be directly involved with the Confidential
Information for the purpose and who are bound by confidentiality terms substantially similar to those in this
agreement; (iii) not copy, reproduce, reverse engineer, de -compile or disassemble any Confidential Information; (iv)
use the same degree of care as for its own information of like importance, but at least use reasonable care, in
safeguarding against disclosure of Confidential Information; (v) promptly notify Discloser upon discovery of any
unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of
the Confidential Information and prevent further unauthorized actions or other breach of this agreement; and (vi)
only use the Confidential Information as needed to fulfill this agreement.
14.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can
demonstrate by documentation (i) is now available or becomes available to the public without breach of this
agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully obtained from a
third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to such disclosure; or (v) is
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independently developed by Recipient without the use of any of Discloser's Confidential Information or any breach
of this agreement.
14.3. All Confidential Information remains the property of the discloser and will not be copied or reproduced
without the express written permission of the Discloser, except for copies that are absolutely necessary in order to
fulfill this Agreement. Within ten (10) days of receipt of Discloser's written request, Recipient will return all
Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such
Confidential Information has been destroyed. However, Recipient may retain one (1) archival copy of the
Confidential Information that it may use only in case of a dispute concerning this Agreement. No license, express
or implied, in the Confidential Information is granted other than to use the Confidential Information in the manner
and to the extent authorized by this Agreement. The Discloser warrants that it is authorized to disclose any
Confidential Information it discloses pursuant to this Agreement.
SECTION 15 MOTOROLA'S PROPRIETARY RIGHTS
Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non -Motorola Software
own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this
Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared
by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested
exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of
intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to
Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary
Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt
to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software,
reproduce, or export the Software, or permit or encourage any third party to do so. The preceding sentence does
not apply to Open Source Software which is governed by the standard license of the copyright owner.
Section 16 GENERAL
16.1. TAXES. The Contract Price does not include excise, sales, lease, use, property, or other taxes,
assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to
pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount
of the taxes (including any interest and penalties) within twenty (20) days after the date of the invoice. Customer
will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely
responsible for reporting taxes on its income or net worth.
16.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this
Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which
consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary
consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or
its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one
or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture,
spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party
and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated
Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event.
Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this
Agreement.
16.3 WAIVER. Failure or delay by either Party to exercise any right or power under this Agreement will not be
a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the
waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver
of that same right or power, or the waiver of any other right or power.
16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or
unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect.
16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement only as an
independent contractor. The Parties and their personnel will not be considered to be employees or agents of the
other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make
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commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint
venture, partnership or formal business organization of any kind.
16.6. HEADINGS AND SECTION REFERENCES; CONSTRUCTION. The section headings in this Agreement
are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the
scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance
with its terms and conditions and not for or against either Party.
16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the
Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and
understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple
counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document.
The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile
copy or computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same
effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer
image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this
document. This Agreement may be amended or modified only by a written instrument signed by authorized
representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order,
acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a
representative of each Party signs that document.
16.8. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing
and either delivered personally or sent to the address shown below by certified mail, return receipt requested and
postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with
correct answerback received, and will be effective upon receipt:
City of Boynton Beach
Attn:
Motorola Solutions, Inc.
Attn: Judy Jean-Pierre, Sr. Counsel
Legal, Government Affairs & Corporate Communications
500 West Monroe Street, 43rd Street
Chicago, IL 60661
16.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and
local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer
will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations required
for the installation, operation and use of the System before the scheduled installation of the Equipment. Although
Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its
employees is an agent or representative of Customer in FCC or other matters.
16.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary
approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement;
the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this
Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the
execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any
other governing authority of the Party.
16.11. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this
Agreement for any reason: Section 3.6 (Motorola Software), Section 3.7 (Non -Motorola Software); if any payment
obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment);'Subsection 9.7 (Disclaimer of
Implied Warranties); Section 10 (Disputes); Section 13 (Limitation of Liability); Section 14 (Confidentiality); Section
15 (Motorola's Proprietary Rights); and all of the General terms in this Section 16.
16.12. SCRUTINIZED COMPANIES. By execution of this Agreement, in accordance with the requirements of F.S.
287-135 and F.S. 215.473, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor
further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized
Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum
Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions
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provided in state law, the City will not contract for the provision of goods or services with any scrutinized company
referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall
provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall
have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is
discovered during the active contract term, Contractor shall have ninety (90) days following receipt of the notice to
respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does
not demonstrate that the City's determination of false certification was made in error then the City shall have the
right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended
from time to time.
16.13. The City is public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with
Florida's Public Records Law. Specifically, the Contractor shall:
A. Keep and maintain public records required by the CITY to perform the service;
B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost that
does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law;
C. Ensure that public records that are exempt or that are confidential and exempt from public record
disclosure requirements are not disclosed except as authorized by law for the duration of the contract
term and, following completion of the contract, Contractor shall destroy all copies of such confidential
and exempt records remaining in its possession once the Contractor transfers the records in its
possession to the CITY; and
D. Upon completion of the contract, Contractor shall transfer to the CITY, at no cost to the CITY, all
public records in Contractor's possession All records stored electronically by Contractor must be
provided to the CITY, upon request from the CITY's custodian of public records, in a format that is
compatible with the information technology systems of the CITY.
E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS:
CRYSTAL GIBSON, CITY CLERK
3301 QUANTUM BLVD., SUITE 101 BOYNTON BEACH,
FLORIDA, 33426
561-742-6061
GIBSONC BBFL.US
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The Parties hereby enter into this Agreement as of the Effective Date.
Motorola Solutions, Inc.
By: A�
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Date:
CommandCentral Aware
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® Motorola Solutions
City of Boynton Beach, FL
By:
Name: L6 9.1 LAVe-rricae-
Title: It � &4J �.
Date:
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Boynton Beach, FL
December 9. 2019
Terms and Conditions 7-11
Boynton Beach, FL
December 9. 2019
Exhibit A
SOFTWARE LICENSE AGREEMENT
This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc. ("Motorola") and the
City of Boynton Beach, Florida ("Licensee"). For good and valuable consideration, the parties agree as follows:
Section 1 DEFINITIONS
1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which the
Software and Documentation is licensed for use.
1.2 "Documentation" means product and software documentation that specifies technical and performance
features and capabilities, and the user, operation and training manuals for the Software (including all physical or
electronic media upon which such information is provided).
1.3 "Open Source Software" means software with either freely obtainable source code, license for modification,
or permission for free distribution.
1.4 "Open Source Software License" means the terms or conditions under which the Open Source Software is
licensed.
1.5 "Primary Agreement" means the agreement to which this exhibit is attached.
1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation,
or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security
breach such that data is compromised, manipulated or stolen or the system damaged.
1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de -
compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications,
enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or
more items of software owned by a third party supplier. The term "Software" does not include any third party
software provided under separate license or third party software not licensable under the terms of this Agreement.
Section 2 SCOPE
Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary
Software or products containing embedded or pre -loaded proprietary Software, or both. This Agreement contains
the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and
Documentation.
Section 3 GRANT OF LICENSE
3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to
Licensee a personal, limited, non -transferable (except as permitted in Section 7) and non-exclusive license under
Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software
to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the
Designated Products. This Agreement does not grant any rights to source code.
3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms
and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the
copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement
and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source
Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take
precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially
reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify
the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify
where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code,
without charge, if it is publicly available (although distribution fees may be applicable).
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Section 4 LIMITATIONS ON USE
4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with
the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these
restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application
service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement.
4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel
components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form
or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the
Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any
sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause
the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any
copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make
the Software or Documentation available to, or permit the use of the Software by any third party or on any machine
except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that
would result in the production of a copy of the Software solely by activating a machine containing the Software.
Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes;
provided that Licensee may not operate that copy of the Software at the same time as the original Software is being
operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal
use of the Software.
4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third
party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto
or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily
transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or
malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device
on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued
when the original Designated Product is returned to operation and the Software must be removed from the other
device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued.
4.4. When using Motorola's Customer Programming Software ("CPS"), Licensee must purchase a separate
license for each location at which Licensee uses CPS. Licensee's use of CPS at a licensed location does not entitle
Licensee to use or access CPS remotely. Licensee may make one copy of CPS for each licensed location.
Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use CPS upon
Motorola's request.
4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate
records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third
party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee,
during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is
responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the
Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying
Licensee's compliance with the terms of this Agreement.
Section 5 OWNERSHIP AND TITLE
Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and
Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights,
trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and
Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations,
translations, de -compilations, disassemblies, emulations to or derivative works from the Software or
Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's
processes or, provision of information services). No rights are granted to Licensee under this Agreement by
implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this
Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing
the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and
Licensee will not have any shared development or other intellectual property rights.
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Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY
6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days from
Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations
under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with
the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or
successful operation of a feature critical to the primary functionality or successful operation of the Software.
Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does
not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error -free,
completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's
particular requirements. Motorola makes no representations or warranties with respect to any third party software
included in the Software.
6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use
reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either
replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security
Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola
will replace the defective Software with functionally -equivalent Software, license to Licensee substitute Software
which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee.
6.3. Warranty claims are described in the Primary Agreement.
6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other
warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without
limitation, any and all implied warranties of condition, title, non -infringement, merchantability, or fitness for a
particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or
is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or
by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect
to the Software or Documentation.
Section 7 TRANSFERS
Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent.
Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable
license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products
and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to
use the Software (other than RSS and Motorola's FLASHport® software) which is embedded in or furnished for use
with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software
and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by
Motorola upon request, obligating the transferee to be bound by this Agreement.
Section 8 TERM AND TERMINATION
8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed
by both parties and will continue for the life of the Designated Products with which or for which the Software and
Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this
Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon
notice by Motorola.
8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that
all copies of the Software have been removed or deleted from the Designated Products and that all copies of the
Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use
by Licensee.
8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development,
marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will
result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this
Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity
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(including immediate injunctive relief and repossession of all non -embedded Software and associated
Documentation unless Licensee is a Federal agency of the United States Government).
Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS
This Section applies if Licensee is the United States Government or a United States Government agency.
Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade
secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer
Software -Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to
the Department of Defense. If the Software and Documentation are being provided to the Department of Defense,
Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set
forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-
7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights
notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only
to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or
DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction.
Section 10 CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and
Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement
concerning Confidential Information apply.
Section 11 LIMITATION OF LIABILITY
The Limitation of Liability provision is described in the Primary Agreement.
Section 12 NOTICES
Notices are described in the Primary Agreement.
Section 13 GENERAL
13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an
admission or presumption of publication of the Software or public disclosure of any trade secrets associated with
the Software.
13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and
regulations of the United States and Licensee will comply with all applicable laws and regulations, including export
laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the
appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship,
or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise
furnished to any person within any territory for which the United States Government or any of its agencies at the
time of the action, requires an export license or other governmental approval. Violation of this provision is a material
breach of this Agreement.
13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations
under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee.
13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they
apply and otherwise by the internal substantive laws of the State of Florida. The terms of the U.N. Convention on
Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information
Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to
a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license
granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law
will be that in effect prior to the applicability of UCITA.
13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and
Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third
party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third
party software included in the Software will be a direct and intended third party beneficiary of this Agreement.
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13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement.
13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary
Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit,
and not the Primary Agreement or any other exhibit as it applies to any other subject matter.
13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the
acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free
from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section
6 of this Agreement.
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Exhibit B
PAYMENT SCHEDULE
Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty
(30) days after the date of each invoice. Customer will make payments when due in the form of a check,
cashier's check, or wire transfer drawn on a U.S. financial institution and in accordance with the following
milestones.
1. 30% due upon contract execution;
4. 50% of the Contract Price upon shipment of equipment; and
5. 20% of the Contract Price upon final acceptance.
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EXHIBIT C
Motorola's Proposal/Quote dated December 9, 2019
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Exhibit D
SUBSCRIPTION SERVICES ADDENDUM
This Addendum to the Communications System and Services Agreement or other previously executed and currently
in force Agreement, as applicable ("Primary Agreement") provides additional or different terms and conditions to
govern the sale of Subscription Services ("Addendum"). The terms in this Addendum are integral to and
incorporated into the Primary Agreement signed by the Parties.
The terms of the Addendum, including addendums, exhibits, and attachments combined with the terms of any
applicable Incorporated Documents will govern the products and services offered pursuant to this Addendum. To
the extent there is a conflict between the terms and conditions of the Addendum and the terms and conditions of
the applicable Incorporated Documents, the Incorporated Documents take precedence.
1. DEFINITIONS
All capitalized terms not otherwise defined in this Addendum shall have the same meaning as defined in the
Primary Agreement. Any reference to the purchase or sale of software or other Intellectual Property shall mean
the sale or purchase of a license or sublicense to use such software or Intellectual Property in accordance with
this Addendum.
"Administrator" means Customer's designated system administrator who receives administrative logins for the
Subscription Services and issues access rights to Customer's Users.
"Anonymized" means having been stripped of any personal or correlating information revealing original source or
uniquely identifying a person or entity.
"Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine -
recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its
equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is
confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any
information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to
the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this
Addendum, in the receiving Party's possession without any obligation restricting disclosure; is independently
developed by the receiving Party without breach of this Addendum; or is explicitly approved for release by written
authorization of the disclosing Party.
"Customer Data" means Native Data provided by Customer to Motorola hereunder to be processed and used in
connection with the Subscription Services. Customer Data does not include data provided by third parties and
passed on to Motorola.
"Documentation" means the technical materials provided by Motorola to Customer in hard copy or electronic form
describing the use and operation of the Solution and Software, including any technical manuals, but excluding any
sales, advertising or marketing materials or proposals.
"Effective Date" means, as applicable, the date of the last signature to include this Addendum., unless access to
the Subscription Service occurs later, in which case, the Effective Date will be the date when Customer first has
access to the Subscription Services.
"Feedback" means comments or information, in oral or written form, given to Motorola by Customer, in connection
with or relating to the Solution and Subscription Services.
"Force Majeure" which means an event, circumstance, or act that is beyond a Party's reasonable control, such as
an act of God, an act of the public enemy, an act of a government entity, strikes, other labor disturbances, supplier
performance, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, riots, or any other similar cause.
"Licensed Product" means 1) Software, whether hosted or installed at Customer's site, 2) Documentation; 3)
associated user interfaces; 4) help resources; and 5) any related technology or other services made available by
the Solution.
"Native Data" means data that is created solely by Customer or its agents.
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"Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks,
trade names, mask works, know-how, ideas and concepts, moral rights, processes, methodologies, tools,
techniques, and other intellectual property rights.
"Software" means the Motorola owned or licensed off the shelf software programs delivered as part of the Licensed
Products used to provide the Subscription Services, including all bug fixes, updates and upgrades.
"Solution" means collectively, the Software, servers and any other hardware or equipment operated by Motorola
and used in conjunction with the Subscription Services.
"Statement of Work" If included, the Statement of Worts ("SOW') describes the Subscription Services, Deliverables
(if any), Licensed Products and Solution that Motorola will provide to Customer under this Addendum, and the other
work-related responsibilities that the parties owe to each other. The Statement of Work may contain a performance
schedule.
"Subscription Services" or "Services" means those subscription services to be provided by Motorola to
Customer under this Addendum, the nature and scope of which are more fully described in the Documentation,
proposal, SOW, or other Solution materials provided by Motorola, as applicable.
"Users" means Customer's authorized employees or other individuals authorized to utilize the Subscription
Services on behalf of Customer and who will be provided access to the Subscription Services by virtue of a
password or equivalent security mechanism implemented by Customer.
2. SCOPE
2.1 Subscription Services. Motorola will provide to Customer the Subscription Services and Deliverables (if
any). As part of the Subscription Services, Motorola will allow Customer to use the Solution described in the
Statement of Work, Documentation, proposal, or other Solution materials provided by Motorola ("Incorporated
Document(s)"), as applicable. Some Subscription Services will also be subject to additional terms unique to that
specific Subscription Service. Such additional terms will be set forth in a Statement of Work, as applicable. In the
event of a conflict between an Addendum and a Statement of Work, , the Addendum will govern resolution of the
conflict. Motorola and Customer will perform their respective responsibilities as described in this Addendum and
Statement of work and any applicable Incorporated Documents.
2.2 Changes. Customer may request changes to the Services. If Motorola agrees to a requested change, the
change must be confirmed in writing and signed by authorized representatives of both parties. A reasonable price
adjustment will be made if any change affects the time of performance or the cost to perform the Services.
2.3 Non -solicitation. During the term of this Addendum and for twelve (12) months thereafter, Customer will
not actively solicit the employment of any Motorola personnel who is involved directly with providing any of the
Services.
3. TERM
3.1 Term. Unless a different Term is set forth in the Primary Agreement, or the Incorporated Documents, the
Term of this Agreement begins on the Effective Date and continues for twelve (12) months. The Agreement renews
automatically annually on the anniversary of the Effective Date, unless either Party notifies the other of its intention
to not renew the Addendum at least thirty (30) days before the anniversary date or until termination by either Party
in accordance with the Termination section of the Addendum.
3.2 Minimum Initial Term. For certain Subscription Services, a minimum initial term greater than one year
may be required ("Minimum Initial Term"). Following the Minimum Initial Term, this Addendum will automatically
renew upon each anniversary of the Effective Date for a successive renewal term of the same duration as the
Minimum Initial Term, unless either Party: 1) notifies the other of its intention to not renew the Addendum (in whole
or part) at least thirty (30) days before the anniversary date; 2) requests an alternate term; or 3) terminates in
accordance with the termination provision in the Addendum, including non-payment of fees for the renewal period
by the anniversary date.
3.3 Renewals. The terms and conditions of the Addendum will govern any renewal periods.
4. CUSTOMER OBLIGATIONS. Customer will fulfill all of its obligations in this Addendum, including
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applicable Statement(s) of Work and Incorporated Documents in a timely and accurate manner. Failure to do so
may prevent Motorola from performing its responsibilities.
4.1 Access. To enable Motorola to perform the Subscription Services, Customer will provide to Motorola
reasonable access to relevant Customer information, personnel, systems, and office space when Motorola's
employees are working on Customer's premises, and other general assistance. Further, if any equipment is
installed or stored at Customer's location in order to provide the Subscription Services, Customer will provide, at no
charge, a non -hazardous environment with adequate shelter, heat, light, power, security, and full and free access
to the equipment.
4.2 Customer Information. If the Documentation, Statement of Work, proposal, or other related documents
contain assumptions that affect the Subscription Services or Deliverables, Customer will verify that they are
accurate and complete. Any information that Customer provides to Motorola concerning the Subscription Services
or Deliverables will be accurate and complete in all material respects. Customer will make timely decisions and
obtain any required management and third party approvals or consents that are reasonably necessary for Motorola
to perform the Subscription Services and its other duties under this Addendum. Unless the Statement of Work
states the contrary, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice
concerning any assumptions and Customer -provided information, decisions and approvals described in this
paragraph.
4.3 Risk of Loss. If any portion of the Solution resides on Customer premises or is under Customer's control
in any way, Customer shall at all times exercise reasonable care in using and maintaining the Solution in accordance
with Motorola's instructions for proper use and care. Risk of loss to any equipment in Customer's possession will
reside with Customer until removed by Motorola or its agent or returned by Customer. Customer will be responsible
for replacement costs of lost or damaged equipment, normal wear and tear excluded.
4.4 Equipment Title. Unless Customer is purchasing equipment pursuant to the terms in the Primary
Agreement and unless stated differently in this Addendum or in the Incorporated Documents, title to any equipment
provided to Customer in connection with the Subscription Services remains vested in Motorola at all times. Any sale
of equipment pursuant to this Addendum will be governed by the terms and conditions set forth in the Primary
Agreement.
4.5 Enable Users. Customerwill properly enable its Users to use the Subscription Services, including providing
instructions for use, labeling, required notices, and accommodation pursuant to applicable laws, rules, and
regulations. Unless otherwise agreed in the Incorporated Documents, Customer will train its Users on proper
operation of the Solution and Licensed Products. Customer agrees to require Users to acknowledge and accept
the limitations and conditions of use of the Licensed Products in this Addendum prior to allowing Users to access
or use Subscription Services.
4.6 Non -preclusion. If, as a result of the Subscription Services performed under this Addendum, Motorola
recommends that Customer purchase products or other services, nothing in this Addendum precludes Motorola
from participating in a competitive opportunity or otherwise offering or selling the recommended products or other
services to Customer. Customer represents that this paragraph does not violate its procurement or other laws,
regulations, or policies.
5. Subscription Fees.
5.1 Recurring Fees. Unless stated differently in an applicable Statement of Work, Incorporated Documents
or otherwise arranged in writing with Motorola, Services will be provided in exchange for annual pre -paid
Subscription Fees. Motorola will submit an invoice for the first year of subscription fees on the Effective Date. On
each anniversary of the Effective Date, Motorola will issue an invoice for the annual subscription fees for the
following year.
5.1.1 No Purchase Order Requirement. For a Subscription Services Term exceeding one year, Customer
affirms that a purchase order or notice to proceed is not required for Motorola to proceed with the entire scope of
work described in the Incorporated Documents for subsequent years, including but not limited to multi-year
subscription agreements.
5.2 Start Up Fees. Start up fees apply to certain Subscription Services. If the Subscription Service includes
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start up fees, Motorola will submit an invoice for the start up fees on the Effective Date.
5.3 Fee Change. Motorola reserves the right to change the subscription fees at the end of each Subscription
Services Term. Except for any payment that is due on the Effective Date, Customer will make payments to Motorola
within thirty (30) days after the date of each invoice. Motorola reserves the right to terminate Service for non-
payment of fees.
5.4 No Price Guarantee. Notwithstanding any language to the contrary, the pricing and fees associated with
this Addendum will not be subject to any most favored pricing commitment or other similar low price guarantees.
5.5 Taxes. The Subscription Fees and start up fees do not include any excise, sales, lease, use, property, or
other taxes, assessments or duties, all of which will be paid by Customer, except as exempt by law. If Motorola is
required to pay any of those taxes, it will send an invoice to Customer and Customer will pay to Motorola the amount
of the taxes (including any interest and penalties) within thirty (30) days after the date of the invoice. Motorola will
be solely responsible for reporting taxes on its income or net worth.
6. ACCEPTANCE; SCHEDULE; FORCE MAJEURE
6.1 Acceptance. The Licensed Products will be deemed accepted upon the delivery of usernames and
passwords or other validation mechanism to Customer. If usernames and passwords have been issued to Customer
prior to the Effective Date, the Licensed Products will be deemed accepted on the Effective Date.
6.2 Schedule. All Subscription Services will be performed in accordance with the performance schedule
included in the Statement of Work, or if there is no performance schedule, within a commercially reasonable time
period.
6.3 Force Majeure. Neither Party will be liable for its non-performance or delayed performance if caused by a
Force Majeure. Each Party will notify the other in writing if it becomes aware of any Force Majeure that will
significantly delay performance. The notifying Party will give the notice promptly (but in no event later than fifteen
(15) days) after it discovers the Force Majeure.
7. LIMITED LICENSE
7.1 Licensed Products. Use of the Licensed Products by Customer and its Users is strictly limited to use in
connection with the Solution or Subscription Services during the Term. Customer and Users will refrain from, and
will require others to refrain from, doing any of the following with regard to the Software in the Solution: (i) directly
or indirectly, by electronic or other means, copy, modify, or translate the Software; (ii) directly or indirectly, by
electronic or other means, reproduce, reverse engineer, distribute, sell, publish, commercially exploit, rent, lease,
sublicense, assign or otherwise transfer or make available the Licensed Products or any part thereof to any third
party, or otherwise disseminate the Licensed Product in any manner; (iii) directly or indirectly, by electronic or other
means, modify, decompile, or disassemble the Software or part thereof, or attempt to derive source code from the
Software; or (iv) remove any proprietary notices, labels, or marks on the Software or any part of the Licensed
Products. Motorola Solutions reserves all rights to the Software and other Licensed Products not expressly granted
herein, including without limitation, all right, title and interest in any improvements or derivatives conceived of or
made by Motorola that are based, either in whole or in part, on knowledge gained from Customer Data. Customer
agrees to abide by the copyright laws of the United States and all other relevant jurisdictions, including without
limitation, the copyright laws where Customer uses the Solution. Customer agrees to immediately cease using the
Solution if it fails to comply with this paragraph or any other part of this Addendum. If Software is subject to a click
wrap, end user license agreement or is otherwise packaged with or subject to a separate end user license, such
license will apply to the use of Software and Licensed Product.
7.2 Proprietary Rights. Regardless of any contrary provision in this Addendum, Motorola or its third party
providers own and retain all of their respective Proprietary Rights in the Software, Solution, and Licensed Product.
Nothing in this Addendum is intended to restrict their Proprietary Rights. All intellectual property developed,
originated, or prepared by Motorola in connection with providing Services to Customer remain vested exclusively in
Motorola, and this Addendum does not grant to Customer any shared development rights of intellectual property
No custom development work is to be performed under this Addendum.
DATA AND FEEDBACK
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8.1 Solution Data. To the extent permitted by law, Motorola, its vendors and licensors are the exclusive owners
of all right, title, and interest, in and to the Solution Data, including all intellectual property rights therein. Motorola
grants Customer a personal, royalty -free, non-exclusive license to: (i) access, view, use, copy, and store the
Solution Data for its internal business purposes and, (ii) when specifically permitted by the applicable Statement of
Work, publish Solution Data on its websites for viewing by the public.
8.2 Customer Data. To the extent permitted by law, Customer retains ownership of Customer Data. Customer
grants Motorola and its subcontractors a personal, royalty -free, non-exclusive license to use, host, cache, store,
reproduce, copy, modify, combine, analyze, create derivatives from, communicate, transmit, publish, display, and
distribute such Customer Data for the purpose of providing the Subscription Services to Customer, other Motorola
Customers and end users, including without limitation, the right to use Customer Data for the purpose of developing
new or enhanced solutions. In addition to the rights listed above, Customer grants Motorola a license to sell an
Anonymized version of Customer Data for any purpose.
8.3 Feedback. Any Feedback given by Customer is entirely voluntary and, even if designated as confidential,
will create no confidentiality obligation for Motorola. Motorola is free to use, reproduce, license or otherwise
distribute and exploit the Feedback without any obligation to Customer. Customer acknowledges that Motorola's
receipt of the Feedback does not imply or create recognition by Motorola of either the novelty or originality of any
idea. The parties further agree that all fixes, modifications and improvement to the Licensed Product or Subscription
Service conceived of or made by Motorola that are based, either in whole or in part, on the Feedback are the
exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements to
the Licensed Product or Subscription Service will vest solely in Motorola.
9 WARRANTY
9.1 "AS IS". THE SOLUTION AND SUBSCRIPTION SERVICES ARE PROVIDED "AS IS". MOTOROLA
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Customer acknowledges that the Deliverables
may contain recommendations, suggestions or advice from Motorola to Customer (collectively,
"Recommendations"). Motorola makes no warranties concerning those Recommendations, and Customer alone
accepts responsibility for choosing whether and how to implement the Recommendations and the results to be
realized from implementing them.
9.2 Availability and Accuracy. Customer acknowledges that functionality of the Solution as well as availability
and accuracy of Solution Data is dependent on many elements beyond Motorola's control, including databases
managed by Customer or third parties and Customer's existing equipment, software, and Customer Data.
Therefore, Motorola does not guarantee availability or accuracy of data, or any minimum level of coverage or
connectivity. Interruption or interference with the Subscription Services or Solution may periodically occur.
Customer agrees not to represent to any third party that Motorola has provided such guarantee.
9.3 Equipment Sale. Warranty for any equipment sold pursuant to this Addendum will be set forth in the
Primary Agreement.
10. DISCLAIMERS
10.1 Existing Equipment and Software. If Customer's existing equipment and software is critical to operation
and use of the Subscription Services, Customer is solely responsible for supporting and maintaining Customer's
existing equipment and software. Connection to or interface with Customer's existing equipment and software may
be required to receive Subscription Services. Any failures or deficiencies of Customer's existing equipment and
software may impact the functionality of the Solution and the Subscription Services to be delivered. Any
vulnerabilities or inefficiencies in Customer's system may also impact the Solution and associated Subscription
Services.
10.2 Privacy. Customer bears sole responsibility for compliance with any laws and regulations regarding
tracking; location based services; gathering, storing, processing, transmitting, using or misusing; or otherwise
handling personally identifiable information ("PII"), including information about Users of the Solution or citizens in
the general public. Further, it is Customer's sole responsibility to comply with any laws or regulations prescribing
the measures to be taken in the event of breach of privacy or accidental disclosure of any PII. Enacting and
enforcing any internal privacy policies for the protection of PII, including individual disclosure and consent
mechanisms, limitations on use of the information, and commitments with respect to the storage, use, deletion and
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processing of P11 in a manner that complies with applicable laws and regulations will be Customer's sole
responsibility. Motorola will not evaluate the sufficiency of such policies and disclaims any responsibility or liability
for privacy practices implemented by Customer, or lack thereof. Customer acknowledges and agrees that
Subscription Services and the Solution are not designed to ensure individual privacy. Customer will inform Users
that the Solution may enable visibility to PII, as well as physical location of individuals. Further, if the Solution or
Subscription Services are available to the general public pursuant to this Addendum, Customer will provide the
appropriate privacy notification. Neither Motorola nor Customer can provide any assurance of individual privacy in
connection with the Solution. Further, Customer is solely responsible for determining whether and how to use data
gathered from social media sources for the purpose of criminal investigations or prosecution. Customer will hold
Motorola harmless from any and all liability, expense, judgment, suit, or cause of action, which may accrue against
Motorola for causes of action for damages related to tracking, location based services, breach of privacy, and the
use or misuse of PII provided that Motorola gives Customer prompt, written notice of any such claim or suit.
Motorola shall cooperate with Customer in its defense or settlement of such claim or suit.
10.3 Social Media. If Customer purchases Subscription Services that utilize social media, Customer
acknowledges and agrees that such Subscription Services are not designed to ensure individual privacy. In such
case, Customer will inform Users that the Solution and Subscription Services may enable visibility to PII, as well as
physical location of individuals. Further, if the Solution or Subscription Services are available to the general public
pursuant to this Addendum, Customer will provide the appropriate privacy notification. Neither Motorola nor
Customer can provide any assurance of individual privacy in connection with the Solution or Subscription Services
utilizing social media. Further, Customer is solely responsible for determining whether and how to use data
gathered from social media sources for the purpose of criminal investigations or prosecution. Customer will hold
Motorola harmless from any and all liability, expense, judgment, suit, or cause of action, which may accrue against
Motorola for causes of action for damages related to tracking, location based services, breach of privacy, and the
use or misuse of PII provided that Motorola gives Customer prompt, written notice of any such claim or suit.
Motorola shall cooperate with Customer in its defense or settlement of such claim or suit.
10.4 Misuse. Motorola reserves the right to discontinue service at any time without notice to Users that misuse
the Service, jeopardize the Licensed Product or public safety in any way.
11. LIMITATION OF LIABILITY
11.1 Liability Limit. Except for personal injury or death, Motorola's total liability, whether for breach of contract,
warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law,
but not to exceed the price of twelve (12) months of Subscription Services provided under this Addendum.
ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY
AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS
OF USE, TIME, DATA, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS
ADDENDUM OR THE PERFORMANCE OF THE SUBSCRIPTION SERVICES BY MOTOROLA. This limitation of
liability provision survives the expiration or termination of this Addendum and applies notwithstanding any contrary
provision. No action for contract breach or otherwise relating to the transactions contemplated by this Addendum
may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open
account.
11.2 Additional Disclaimers. MOTOROLA DISCLAIMS ANY AND ALL LIABILITY FOR ANY AND ALL LOSS
OR COSTS OF ANY KIND ASSOCIATED WITH 1) THE INTERRUPTION, INTERFERENCE OR FAILURE OF
CONNECTIVITY, VULNERABILITIES OR SECURITY EVENTS, WHETHER OR NOT THEY ARE DISCOVERED
BY MOTOROLA; 2) PERFORMANCE OF CUSTOMER'S EXISTING EQUIPMENT AND SOFTWARE OR
ACCURACY OF CUSTOMER DATA; 3) IF ANY PORTION OF THE SOLUTION OR LICENSED PRODUCT
RESIDES ON CUSTOMER'S PREMISES, DISRUPTIONS OF AND/OR DAMAGE TO CUSTOMER'S OR A THIRD
PARTY'S INFORMATION SYSTEMS, EQUIPMENT, AND THE INFORMATION AND DATA, INCLUDING, BUT
NOT LIMITED TO, DENIAL OF ACCESS TO A LEGITIMATE SYSTEM USER, AUTOMATIC SHUTDOWN OF
INFORMATION SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE, OR FAILURE
OF THE INFORMATION SYSTEM RESULTING FROM THE PROVISION OR DELIVERY OF THE SERVICE; 4)
AVAILABILITY OR ACCURACY OF SOLUTION DATA; 5) INTERPRETATION, USE OR MISUSE IN ANY WAY
OF SOLUTION DATA; 6) IMPLEMENTATION OF RECOMMENDATIONS PROVIDED IN CONNECTION WITH
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THE SUBSCRIPTION SERVICES; 7) TRACKING, AND LOCATION BASED SERVICES, BREACH OF PRIVACY,
AND THE USE OR MISUSE OF PERSONALLY IDENTIFIABLE INFORMATION.
11.3 Essential term. The parties acknowledge that the prices have been set and the Addendum entered into
in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain
between the parties.
12 DEFAULT AND TERMINATION
12.1 Default By a Party. If either Party fails to perform a material obligation under this Addendum, the other
Party may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may
assert a default claim by giving the non-performing Party a written, detailed notice of default. Except for a default
by Customer for failing to pay any amount when due under this Addendum which must be cured immediately, the
defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the
default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing
the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the
defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan.
12.2 Failure To Cure. If a defaulting Party fails to cure the default as provided above in Section 12.1, unless
otherwise agreed in writing, the non -defaulting Party may terminate any unfulfilled portion of this Addendum. In the
event of a termination for default, the defaulting Party will promptly return to the non -defaulting Party any of its
Confidential Information. If Customer is the non -defaulting Party, terminates this Addendum as permitted by this
Section, and procures the Services through a third party, Customer may as its exclusive remedy recover from
Motorola reasonable costs incurred to procure the Services (but not additional or out of scope services) less the
unpaid portion of the Contract Price. Customer agrees to mitigate damages and provide Motorola with detailed
invoices substantiating the charges.
12.3 No Refund. If a subscription is terminated for any reason prior to the end of the Subscription Services
Term or other subscription period set forth in the Incorporated Documents or otherwise agreed to in writing by the
Parties, no refund or credit will be provided.
12.4 Cancellation Fee. If an Initial Minimum Term applies and Customer terminates prior to the end of the Initial
Minimum Term, Customer will be required to pay a cancellation fee of up to fifty percent (50%) of the remaining
balance of subscription fees for the Initial Minimum Term.
12.5 Return of Discount. If Customer is afforded a discount in exchange for a term commitment longer than
one year, early termination will result in an early termination fee, representing a return of the discount off of list
price.
12.6 Return Confidential Information. Upon termination or expiration of the Addendum, Customer will return
or certify the destruction of all Confidential,Information and Solution Data.
12.7 Connection Terminated. Certain Subscription Services require a connection to Customer systems to
access Customer Data (e.g. predictive or analytic services). Upon termination, connection to relevant data sources
will be disconnected and Motorola will no longer extract any Customer Data.
12.8 Equipment Return. Any equipment provided by Motorola for use with the Subscription Services. must be
returned within thirty (30) days of the date of termination, at Customer's expense. If equipment is not returned within
this time frame, Motorola reserves the right to invoice the Customer for the purchase price of the unreturned
equipment.
12.9 Five Year Term. Motorola provides equipment for use in connection with certain Subscription Services.
Upon expiration and non -renewal of a five (5) year subscription Term, Title to the equipment will automatically
transfer to Customer upon the subscription expiration date.
13. DISPUTES
13.1. Settlement. The parties will attempt to settle any dispute arising from this Addendum (except for a claim
relating to intellectual property or breach of confidentiality) through consultation and a spirit of mutual cooperation.
The dispute will be escalated to appropriate higher-level managers of the parties, if necessary. If cooperative efforts
fail, the dispute will be mediated by a mediator chosen jointly by the parties within thirty (30) days after notice by
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one of the parties demanding non-binding mediation. The parties will not unreasonably withhold consent to the
selection of a mediator, will share the cost of the mediation equally, may agree to postpone mediation until they
have completed some specified but limited discovery about the dispute, and may replace mediation with some other
form of non-binding alternative dispute resolution ("ADR").
13.2 Litigation. A Party may submit to a court of competent jurisdiction any claim relating to intellectual property,
breach of confidentiality, or any dispute that cannot be resolved between the parties through negotiation or
mediation within two (2) months after the date of the initial demand for non-binding mediation. Each Party consents
to jurisdiction over it by that court. The use of ADR procedures will not be considered under the doctrine of laches,
waiver, or estoppel to affect adversely the rights of either Party. Either Party may resort to the judicial proceedings
described in this section before the expiration of the two-month ADR period if good faith efforts to resolve the dispute
under these procedures have been unsuccessful; or interim relief from the court is necessary to prevent serious
and irreparable injury to the Party.
14. SECURITY.
14.1 Industry Standard. Motorola will maintain industry standard security measures to protect the Solution
from intrusion, breach, or corruption. During the term of Addendum, if the Solution enables access to Criminal
Justice Information ("CJI"), as defined by the Criminal Justice Information Services Security Policy ("CJIS"),
Motorola will provide and comply with a CJIS Security Addendum. Any additional Security measure desired by
Customer may be available for an additional fee.
14.2 Background checks. Motorola will require its personnel that access CJI to submit to a background check
based on submission of FBI fingerprint cards.
14.3 Customer Security Measures. Customer is independently responsible for establishing and maintaining
its own policies and procedures and for ensuring compliance with CJIS and other security requirements that are
outside the scope of the Subscription Services provided. Customer must establish and ensure compliance with
access control policies and procedures, including password security measures. Further, Customer must maintain
industry standard security and protective data privacy measures. Motorola disclaims any responsibility or liability
whatsoever for the security or preservation of Customer Data or Solution Data once accessed or viewed by
Customer or its representatives. Motorola further disclaims any responsibility or liability whatsoever that relates to
or arise from Customer's failure to maintain industry standard security and data privacy measures and controls,
including but not limited to lost or stolen passwords. Motorola reserves the right to terminate the Service if
Customer's failure to maintain or comply with industry standard security and control measures negatively impacts
the Service, Solution, or Motorola's own security measures.
14.4 Breach Response Plan. Both parties will maintain and follow a breach response plan consistent with the
standards of their respective industries.
1s. CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS
15.1. CONFIDENTIAL INFORMATION.
15.1.1. Treatment of Confidential Information. During the term of this Addendum, the parties may provide each
other with Confidential Information. Licensed Products, and all Deliverables will be deemed to be Motorola's
Confidential Information. Each Party will: maintain the confidentiality of the other Party's Confidential Information
and not disclose it to any third party, except as authorized by the disclosing Party in writing or as required by a court
of competent jurisdiction; restrict disclosure of the Confidential Information to its employees who have a "need to
know" and not copy or reproduce the Confidential Information; take necessary and appropriate precautions to guard
the confidentiality of the Confidential Information, including informing its employees who handle the Confidential
Information that it is confidential and is not to be disclosed to others, but those precautions will be at least the same
degree of care that the receiving Party applies to its own confidential information and will not be less than reasonable
care; and use the Confidential Information only in furtherance of the performance of this Addendum or pursuant to
the license granted immediately below.
15.1.2. Ownership of Confidential Information. The disclosing Party owns and retains all of its Proprietary
Rights in and to its Confidential Information, except the disclosing Party hereby grants to the receiving Party the
limited right and license, on a non-exclusive, irrevocable, and royalty -free basis, to use the Confidential Information
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for any lawful, internal business purpose in the manner and to the extent permitted by this Addendum.
15.2. PRESERVATION OF PROPRIETARY RIGHTS.
15.2.1 Proprietary Solution. Customer acknowledges that the Licensed Products and any associated
Documentation, data, and methodologies used in providing Services are proprietary to Motorola or its third party
licensors and contain valuable trade secrets. In accordance with this Addendum, Customer and its employees shall
treat the Solution and all Proprietary Rights as Confidential Information and will maintain the strictest confidence.
15.2.2. Ownership. Each Party owns and retains all of its Proprietary Rights that exist on the Effective Date.
Motorola owns and retains all Proprietary Rights that are developed, originated, or prepared in connection with
providing the Deliverables or Services to Customer, and this Addendum does not grant to Customer any shared
development rights. At Motorola's request and expense, Customer will execute all papers and provide reasonable
assistance to Motorola to enable Motorola to establish the Proprietary Rights. Unless otherwise explicitly stated
herein, this Addendum does not restrict a Party concerning its own Proprietary Rights and is not a grant (either
directly or by implication, estoppel, or otherwise) of a Party's Proprietary Rights to the other Party.
15.3 Remedies. Because Licensed Products contain valuable trade secrets and proprietary information of
Motorola, its vendors and licensors, Customer acknowledges and agrees that any actual or threatened breach of
this Section will constitute immediate, irreparable harm to Motorola for which monetary damages would be an
inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. Notwithstanding anything
in this Addendum to the contrary, Motorola reserves the right to obtain injunctive relief and any other appropriate
remedies from any court of competent jurisdiction in connection with any actual, alleged, or suspected breach of
Section 3, infringement, misappropriation or violation of Motorola's Property Rights, or the unauthorized use of
Motorola's Confidential Information. Any such action or proceeding may be brought in any court of competent
jurisdiction. Except as otherwise expressly provided in this Addendum, the parties' rights and remedies under this
Addendum are cumulative.
16. GENERAL
16.1 Future Regulatory Requirements. The Parties acknowledge and agree that this is an evolving
technological area and therefore, laws and regulations regarding Subscription Services and use of the Solution may
change. Changes to existing Subscription Services or Solution required to achieve regulatory compliance may be
available for an additional fee. Any required changes may also impact the Fees for services.
16.2 Compliance with Applicable Laws. Each Party will comply with all applicable federal, state, and local
laws, regulations and rules concerning the performance of this Addendum. Further, Customer will comply with all
applicable export and import control laws and regulations in its use of the Licensed Products and Subscription
Services. In particular, Customer will not export or re-export the Licensed Products without Motorola's' prior written
consent, and, if such consent is granted, without Customer first obtaining all required United States and foreign
government licenses. Customer further agrees to comply with all applicable laws and regulations in providing the
Customer Data to Motorola, and Customer warrants and represents to Motorola that Customer has all rights
necessary to provide such Customer Data to Motorola for the uses as contemplated hereunder. Customer shall
obtain at its expense all necessary licenses, permits and regulatory approvals required by any and all governmental
authorities as may from time to time be required in connection with its activities related to this Addendum. To the
extent permitted by applicable law, Customer will defend, indemnify, and hold harmless Motorola from and against
any violation of such laws or regulations by Customer or any of its agents, officers, directors, or employees.
16.3 Audit. Motorola reserves the right to monitor and audit use of the Subscription Services. Customer will
cooperate and will require Users to cooperate with such monitoring or audit.
16.4 Assignability. Except as provided herein, neither Party may assign this Addendum or any of its rights or
obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably
withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void.
Notwithstanding the foregoing, Motorola may assign this Addendum to any of its affiliates or its right to receive
payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its
businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or
otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no
additional cost to Motorola, assign this Addendum such that it will continue to benefit the Separated Business and
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its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may
subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Addendum.
16.5 Subcontracting. Motorola may subcontract any portion of the Subscription Services without prior notice
or consent of Customer.
16.6 Waiver. Failure or delay by either Party to exercise a right or power will not be a waiver of the right or
power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An
effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or
power, or the waiver of any other right or power.
16.7 Severability. If a court of competent jurisdiction renders any part of this Addendum invalid or otherwise
unenforceable, that part will be severed and the remainder of this Addendum will continue in full force and effect.
16.8 Independent Contractors. Each Party will perform its duties under this Addendum as an independent
contractor. The parties and their personnel will not be considered to be employees or agents of the other Party.
Nothing in this Addendum will be interpreted as granting either Party the right or authority to make commitments of
any kind for the other. This Addendum will not constitute, create, or be interpreted as a joint venture, partnership
or formal business organization of any kind.
16.9 Headings. The section headings in this Addendum are inserted only for convenience and are not to be
construed as part of this Addendum or as a limitation of the scope of the particular section to which the heading
refers. This Addendum will be fairly interpreted in accordance with its terms and conditions and not for or against
either Party.
16.10 Governing Law. This Addendum and the rights and duties of the parties will be governed by and
interpreted in accordance with the laws of the State of Florida.
16.11 Notices. Notices required under this Addendum to be given by one Party to the other must be in writing
and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt
requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by
facsimile with correct answerback received, and will be effective upon receipt.
16.12 Authority To Execute Addendum. Each Party represents that it has obtained all necessary approvals,
consents and authorizations to enter into this Addendum and to perform its duties under this Addendum; the person
executing this Addendum on its behalf has the authority to do so; upon execution and delivery of this Addendum by
the parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery,
and performance of this Addendum does not violate any bylaw, charter, regulation, law or any other governing
authority of the Party.
16.13 Return of Equipment. Upon termination of the contract for any reason, Customer shall return to Motorola
all equipment delivered to Customer, if any.
16.14. Survival Of Terms. The following provisions survives the expiration or termination of this Addendum for
any reason: if any payment obligations exist, Section 5 (Subscription Fees); Section 11 (Limitation of Liability);
Section 12 (Default and Termination); Section 13 (Disputes); Section 15 (Confidential Information and Proprietary
Rights); and all General provisions in Section 16.
16.15. ENTIRE AGREEMENT. This Addendum, the Primary Agreement, and any Incorporated Documents
or related attachments constitute the entire agreement of the Parties regarding the subject matter of this Addendum
and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this
subject matter. This Addendum may be amended or modified only by a written instrument signed by authorized
representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or purchase
order, acknowledgment or other form will not be considered an amendment or modification of this Addendum, even
if a representative of each Party signs that document.
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In witness whereof, the parties hereto have executed this Addendum as of the Effective Date.
CUSTOMER
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FINAL DESTINATION (If applicable):
Name:
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CommandCentral Aware
19-99575/ FLP19P140A
Motorola Solutions
MOTOROLA SOLUTIONS, INC.
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SHIP TO ADDRESS (If applicable):
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Terms and Conditions 7-29
Boynton Beach, FL
December 9, 2019
Exhibit D-1 Addendum to Subscription Services Agreement
Command Central Analytics Plus, powered by LexisNexis
Motorola Solutions, Inc. ("Motorola'O is the provider of the service known as Command Central Analytics Plus,
powered by LexisNexis ("Motorola Services'O. Customer agrees to the Motorola Services pursuant to the following
terms and conditions which are incorporated into the Subscription Services Agreement Signed by Customer.
1. RESTRICTED LICENSE. Motorola hereby grants to Customer a restricted license to use the Motorola
Services, subject to the restrictions and limitations set forth below:
(i) Generally. Motorola hereby grants to Customer a restricted license to use the Motorola Services solely for
Customer's own internal business purposes. Customer represents and warrants that all of Customer's use of the
Motorola Services shall be for only legitimate business purposes, including those specified by Customer in
connection with a specific information request, relating to its business and as otherwise governed by the Master
Terms. Customer shall not use the Motorola Services for marketing purposes or resell or broker the Motorola
Services to any third -party, and shall not use the Motorola Services for personal (non -business) purposes. Customer
shall not use the Motorola Services to provide data processing services to third -parties or evaluate data for third -
parties or, without Motorola's consent, to compare the Motorola Services against a third party's data processing
services. Customer agrees that, if Motorola determines or reasonably suspects that continued provision of Motorola
Services to Customer entails a potential security risk, or that Customer is in violation of any provision of these
Master Terms or law, Motorola may take immediate action, including, without limitation, terminating the delivery
of, and the license to use, the Motorola Services. Customer shall not access the Motorola Services from Internet
Protocol addresses located outside of the United States and its territories without Motorola's prior written approval.
Customer may not use the Motorola Services to create a competing product. Customer shall comply with all laws,
regulations and rules which govern the use of the Motorola Services and information provided therein. Motorola
may at any time mask or cease to provide Customer access to any Motorola Services or portions thereof which
Motorola may deem, in Motorola's sole discretion, to be sensitive or restricted information.
(ii) GLBA Data. Some of the information contained in the Motorola Services is "nonpublic personal information,"
as defined in the Gramm -Leach -Bliley Act, (15 U.S.C. § 6801, et seq.) and related state laws (collectively, the
"GLBA', and is regulated by the GLBA ("GLBA Data'J. Customer shall not obtain and/or use GLBA Data through
the Motorola Services in any manner that would violate the GLBA, or any similar state or local laws, regulations and
rules. Customer acknowledges and agrees that it may be required to certify its permissible use of GLBA Data falling
within an exception set forth in the GLBA at the time it requests information in connection with certain Motorola
Services and will recertify upon request by Motorola. Customer certifies with respect to GLBA Data received through
the Motorola Services that it complies with the Interagency Standards for Safeguarding Customer Information
issued pursuant to the GLBA.
(iii) DPPA Data. Some of the information contained in the Motorola Services is "personal information," as
defined in the Drivers Privacy Protection Act, (18 U.S.C. § 2721 et seq.) and related state laws (collectively, the
"DPPA'O, and is regulated by the DPPA ("DPPA Data'. Customer shall not obtain and/or use DPPA Data through
the Motorola Services in any manner that would violate the DPPA. Customer acknowledges and agrees that it may
be required to certify its permissible use of DPPA Data at the time it requests information in connection with certain
Motorola Services and will recertify upon request by Motorola.
(iv) Social Security and Driver's License Numbers. Motorola may in its sole discretion permit Customer to access
full social security numbers (nine (9) digits) and driver's license numbers (collectively, "QA Data'. If Customer is
authorized by Motorola to receive QA Data, and Customer obtains QA Data through the Motorola Services, Customer
certifies it will not use the QA Data for any purpose other than as expressly authorized by Motorola policies, the
terms and conditions herein, and applicable laws and regulations. In addition to the restrictions on distribution
otherwise set forth in Paragraph 3 below, Customer agrees that it will not permit QA Data obtained through the
Motorola Services to be used by an employee or contractor that is not an Authorized User with an Authorized Use.
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Customer agrees it will certify, in writing, its uses for QA Data and recertify upon request by Motorola. Customer
may not, to the extent permitted by the terms of these Master Terms, transfer QA Data via email or ftp without
Motorola's prior written consent. However, Customer shall be permitted to transfer such information so long as:
1) a secured method (for example, sftp) is used, 2) transfer is not to any third -party, and 3) such transfer is limited
to such use as permitted under these Master Terms. Motorola may at any time and for any or no reason cease to
provide or limit the provision of QA Data to Customer.
(v) Copyrighted and Trademarked Materials. Customer shall not remove or obscure any trademarks, copyright
notices or other notices contained on materials accessed through the Motorola Services.
(vi) Additional Terms. To the extent that the Motorola Services accessed by Customer include information or
data described in the Risk Supplemental Terms contained at: www.le) _ Customer
agrees to comply with the Risk Supplemental Terms set forth therein. Additionally, certain other information
contained within the Motorola Services is subject to additional obligations and restrictions. These services include,
without limitation, news, business information, and federal legislative and regulatory materials. To the extent that
Customer receives such news, business information, and federal legislative and regulatory materials through the
Motorola Services, Customer agrees to comply with the Terms and Conditions contained at:
http://www.lexisnexis.comiterms/Qeneral.asp. (the "L&P Terms'. The Risk Supplemental Terms and the L&P
Terms are hereby incorporated into these Master Terms by reference. In the event of a direct conflict between
these Master Terms, the Risk Supplemental Terms, and the L&P Terms, the order of precedence shall be as follows:
these Master Terms, the Risk Supplemental Terms and then the L&P Terms.
(vii) MVR Data. If Customer is permitted to access Motor Vehicle Records ("MVR Data') from Motorola, without
in any way limiting Customer's obligations to comply with all state and federal laws governing use of MVR Data,
the following specific restrictions apply and are subject to change:
(a) Customer shall not use any MVR Data provided by Motorola, or portions of information contained
therein, to create or update a file that Customer uses to develop its own source of driving history
information.
(b) As requested by Motorola, Customer shall complete any state forms that Motorola is legally or
contractually bound to obtain from Customer before providing Customer with MVR Data.
(c) Motorola (and certain Third -Party vendors) may conduct reasonable and periodic audits of Customer's
use of MVR Data. In response to any such audit, Customer must be able to substantiate the reason
for each MVR Data order.
(viii) HIPAA. Customer represents and warrants that Customer will not provide Motorola with any Protected
Health Information (as that term is defined in 45 C.F.R. Sec. 160.103) or with Electronic Health Records or Patient
Health Records (as those terms are defined in 42 U.S.C. Sec. 17921(5), and 42 U.S.C. Sec. 17921(11), respectively)
or with information from such records without the execution of a separate agreement between the parties.
(ix) Economic Sanctions Laws. Customer acknowledges that Motorola is subject to economic sanctions laws,
including but not limited to those enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control
("OFAC'% the European Union, and the United Kingdom. Accordingly, Customer shall comply with all economic
sanctions laws of the United States, the European Union, and the United Kingdom. Customer shall not provide
access to Motorola Services to any individuals identified on OFAC's list of Specially Designated Nationals ("SDN
List', the UK's HM Treasury's Consolidated List of Sanctions Targets, or the EU's Consolidated List of Persons,
Groups, and Entities Subject to EU Financial Sanctions. Customer shall not take any action which would place
Motorola in a position of non-compliance with any such economic sanctions laws.
(x) Retention of Records. For uses of GLB Data, DPPA Data and MVR Data, as described in Sections 2(ii), 2(iii)
and 2(vii), Customer shall maintain for a period of five (5) years a complete and accurate record (including consumer
identity, purpose and, if applicable, consumer authorization) pertaining to every access to such data.
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(xi) Software. To the extent that Customer is using software provided by Motorola ("Software'), whether
hosted by Motorola or installed on Customer's equipment, such Software shall be deemed provided under a limited,
revocable license, for the sole purpose of using the Motorola Services. In addition, the following terms apply:
Customer shall not (a) use the Software to store or transmit infringing, libelous, or otherwise unlawful or tortuous
material, or to store or transmit material in violation of third -party privacy rights, (b) use the Software to store or
transmit spyware, adware, other malicious programs or code, programs that infringe the rights of others, or
programs that place undue burdens on the operation of the Software, or (c) interfere with or disrupt the integrity
or performance of the Software or data contained therein. The use of the Software will be subject to any other
restrictions (such as number of users, features, or duration of use) agreed to by the parties or as set forth in a
Schedule A.
(xii) Non-FCRA Use Restrictions. The LN Services described in a Schedule A (as defined in these Master Terms)
as Non-FCRA are not provided by "consumer reporting agencies," as that term is defined in the Fair Credit Reporting
Act (15 U.S.C. § 1681, et seq.) ("FCRA') and do not constitute "consumer reports," as that term is defined in the
FCRA (the "Non-FCRA LN Services'D. Accordingly, the Non- FCRA LN Services may not be used in whole or in part
as a factor in determining eligibility for credit, insurance, employment or another purpose in connection with which
a consumer report may be used under the FCRA. Further, (A) Customer certifies that it will not use any of the
information it receives through the Non-FCRA LN Services to determine, in whole or in part an individual's eligibility
for any of the following products, services or transactions: (1) credit or insurance to be used primarily for personal,
family or household purposes; (2) employment purposes; (3) a license or other benefit granted by a government
agency; or (4) any other product, service or transaction in connection with which a consumer report may be used
under the FCRA or any similar state statute, including without limitation apartment rental, check -cashing, or the
opening of a deposit or transaction account; (B) by way of clarification, without limiting the foregoing, Customer
may use, except as otherwise prohibited or limited by the Master Terms, information received through the Non-
FCRA LN Services for the following purposes: (1) to verify or authenticate an individual's identity; (2) to prevent or
detect fraud or other unlawful activity; (3) to locate an individual; (4) to review the status of a legal proceeding;
(5) to determine whether to buy or sell consumer debt or a portfolio of consumer debt in a commercial secondary
market transaction, provided that such determination does not constitute in whole or in part, a determination of an
individual consumer's eligibility for credit or insurance to be used primarily for personal, family or household
purposes; (C) specifically, if Customer is using the Non-FCRA LN Services in connection with collection of a consumer
debt on its own behalf, or on behalf of a third party, Customer shall not use the Non-FCRA LN Services: (1) to
revoke consumer credit; (2) to accelerate, set or change repayment terms; or (3) for the purpose of determining a
consumer's eligibility for any repayment plan; provided, however, that Customer may, consistent with the
certification and limitations set forth in this Section, use the Non-FCRA LN Services for identifying, locating, or
contacting a consumer in connection with the collection of a consumer's debt or for prioritizing collection activities;
and (D) Customer shall not use any of the information it receives through the Non-FCRA LN Services to take any
"adverse action," as that term is defined in the FCRA.
(xiii) FCRA Services. If a Customer desires to use a product described in a Schedule A (Customer price schedule)
as an FCRA product, Customer will execute an FCRA Addendum to the Master Terms. The FCRA product will be
delivered by an affiliate of LNRSFL, LexisNexis Risk Solutions Inc., in accordance with the terms and conditions of
the Master Terms.
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2. TERMS APPLICABLE TO PUBLIC SAFETY DATA EXCHANGE DATABASE
I. Public SaftW Data Exchan a Database
1. Motorola maintains the LexisNexis Public Safety Data Exchange Database ("PSDEX', which contains
information related to public safety and state and local law enforcement investigations. PSDEX is compiled
from information submitted by PSDEX customers and enhanced by Motorola data and technology.
2. In exchange for good and valuable consideration, including access to PSDEX, Customer hereby agrees to
contribute public safety information that may be used for analysis, investigations and reporting (the
"Customer Data Contribution's.
3. LN's obligations.
a. Motorola agrees to provide PSDEX information to Customer.
b. Motorola agrees to provide Customer with instructions for submitting information to the PSDEX
database and for using the PSDEX service.
4. Customer obligations.
a. Customer agrees to submit to Motorola, with reasonable promptness and consistency, Customer
Data Contributions.
b. Customer acknowledges and agrees that it is solely responsible for the content of the Customer
Data Contributions submitted to Motorola and that it shall use reasonable care to ensure the
information submitted is a reasonable reflection of the actual report. Each submission to Motorola
with respect to an incident or subject constitutes a Customer Data Contribution.
c. Customer's disclosure of information to Motorola is and will be in compliance with all applicable
laws, regulations and rulings.
d. Customer agrees to notify Motorola promptly of any change in status, factual background,
circumstances or errors concerning any Customer Data Contribution previously provided to
Motorola. Customer further agrees to submit corrected information in a timely manner. Customer
agrees that it will fully and promptly cooperate with Motorola should any inquiry about the
Customer Data Contributions arise.
e. The following named individual/department shall serve as the contact person(s) for submissions
made to Motorola. The contact person shall respond to requests from Motorola for clarification or
updates on incident reports submitted by Customer during normal business hours, and Customer
will not reasonably withhold from Motorola information on any such submission. Motorola shall
not reveal the identity of the Customer's contact person(s) to any other PSDEX customer without
Customer's consent.
Name:
Title:
Address:
Phone:
Fax:
Email:
f. Customer agrees that it will access information contributed to PSDEX by other customers only
through Motorola.
g. Customer agrees that Motorola and all other PSDEX customers shall not be liable to Customer, and
Customer hereby releases Motorola and all other PSDEX customers from liability to Customer, for
any claims, damages, liabilities, losses and injuries arising out of, or caused in whole or in part by
Motorola or each such other PSDEX customer's negligence, gross negligence, willful misconduct
and other acts and omissions in reporting or updating incidents of alleged wrongdoing for inclusion
in PSDEX. Other PSDEX customers are intended to be third party beneficiaries of this paragraph.
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II. Public Safety Exchange Database General Terms
1. LICENSE GRANT. Customer, at no charge, hereby grants to Motorola a paid up, irrevocable, worldwide,
non-exclusive license to use, adapt, compile, aggregate, create derivative works, transfer, transmit, publish
and distribute to PSDEX customers the Customer Data Contributions for use in PSDEX and all successor
databases and/or information services provided by Motorola or LexisNexis.
2. GOOGLE GEOCODER. Motorola used Google Geocoder to geocode address locations that do not already
contain "X" and "Y" coordinates. Any "X" and "Y" coordinate information provided by the Customer is
assumed by Motorola to be accurate and will not be geocoded by Google Geocoder. Crime dot locations
geocoded by Google Geocoder as displayed in PSDEX are approximate due to automated location methods
and address inconsistencies.
3. DATA DISCLAIMER. Motorola is not responsible for the loss of any data or the accuracy of the data, or
for any errors or omissions in the Motorola Services or the use of the Motorola Services or data therein by
any third party, including the public or any law enforcement or governmental agencies.
4. LINKS TO THIRD PARTY SITES. PSDEX may contain links or produce search results that reference links
to third party websites ("Linked Sites"). Motorola has no control over these Linked Sites or the content
within them. Motorola cannot and does not guarantee, represent, or warrant that the content contained in
the Linked Sites, including, without limitation other links, is accurate, legal, and/or inoffensive. Motorola
does not endorse the content of any Linked Site, nor does it warrant that a Linked Site will not contain
computer viruses or other harmful code. By using PSDEX to search for or link to Linked Sites, Customer
agrees and understands that such use is entirely at its own risk, and that Customer may not make any
claim against Motorola for any damages or losses whatsoever resulting from such use.
S. OWNERSHIP OF SUBMITTED CONTENT. All information provided by a PSDEX customer is offered and
owned by that customer. Unless otherwise indicated by such customer, all data will be retained by Motorola
and remain accessible by other PSDEX customers in accordance with the provisions of this Addendum and
a de -identified subset of the data will remain available to the general public through the Crimelkeports.com
service or its successor database.
3. SECURITY.
3.1 Security of Information. Customer acknowledges that the information available through the Motorola
Services may include personally identifiable information and it is Customer's obligation to keep all such accessed
information confidential and secure. Customer must name a System Administrator who will be responsible for
maintaining the following records: 1) User IDs including a complete list of each user name associated with each
User ID, ensuring that each User ID is assigned to only one individual. User IDs and passwords may not be shared,
and "generic" User IDs and passwords are not permitted. 2) Documentation of monthly verification to ensure that
each active User ID corresponds to a Customer's current employee, and confirming that employee is an authorized
user. User IDs will conform to the standards at httos://www.fbi.gov/services/ciis/ciis-security-policy-resource-
. Accordingly, Customer shall (a) restrict access to Motorola Services to those employees who have a need
to know as part of their official duties; (b) ensure that none of its employees shall (i) obtain and/or use any
information from the Motorola Services for personal reasons, or (ii) transfer any information received through the
Motorola Services to any party except as permitted hereunder; (c) keep all user identification numbers, and related
passwords, or other security measures (collectively, "User IDs' confidential and prohibit the sharing of User IDs;
(d) immediately deactivate the User ID of any employee who no longer has a need to know, or for terminated
employees on or prior to the date of termination; (e) in addition to any obligations under Paragraph 1, take all
commercially reasonable measures to prevent unauthorized access to, or use of, the Motorola Services or data
received therefrom, whether the same is in electronic form or hard copy, by any person or entity; (f) maintain and
enforce data destruction procedures to protect the security and confidentiality of all information obtained through
Motorola Services as it is being disposed; (g) purge all information received through the Motorola Services within
ninety (90) days of initial receipt; provided that Customer may extend such period if and solely to the extent such
information is retained thereafter in archival form to provide documentary support required for Customer's legal or
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regulatory compliance efforts; (h) be capable of receiving the Motorola Services where the same are provided
utilizing "secure socket layer," or such other means of secure transmission as is deemed reasonable by Motorola;
(i) not access and/or use the Motorola Services via mechanical, programmatic, robotic, scripted or other automated
search means, other than through batch or machine -to -machine applications approved by Motorola; 0) take all
steps to protect their networks and computer environments, or those used to access the Motorola Services, from
compromise; (k) on at least a quarterly basis, review searches performed by its User IDs to ensure that such
searches were performed for a legitimate business purpose and in compliance with all terms and conditions herein;
and (1) maintain policies and procedures to prevent unauthorized use of User IDs and the Motorola Services.
Customer will immediately notify Motorola, by written notification to the Motorola and by phone (1-)XX-XXX-XXXX),
if Customer suspects, has reason to believe or confirms that a User ID or the Motorola Services (or data derived
directly or indirectly therefrom) is or has been lost, stolen, compromised, misused or used, accessed or acquired in
an unauthorized manner or by any unauthorized person, or for any purpose contrary to the terms and conditions
herein.
3.2 Security Events. To the extent permitted under applicable law, Customer shall remain solely liable for all
costs associated therewith and shall further reimburse Motorola for any expenses it incurs due to Customer's failure
to prevent such impermissible use or access of User IDs and/or the Motorola Services, or any actions required as a
result thereof. Furthermore, in the event that the Motorola Services provided to the Customer include personally
identifiable information (including, but not limited to, social security numbers, driver's license numbers or dates of
birth), the following shall apply: Customer acknowledges that, upon unauthorized acquisition or access of or to
such personally identifiable information, including but not limited to that which is due to use by an unauthorized
person or due to unauthorized use (a "Security Event"), Customer shall, in compliance with law, notify the
individuals whose information was potentially accessed or acquired that a Security Event has occurred, and shall
also notify any other parties (including but not limited to regulatory entities and credit reporting agencies) as may
be required in Motorola's reasonable discretion. Customer agrees that such notification shall not reference Motorola
or the product through which the data was provided, nor shall Motorola be otherwise identified or referenced in
connection with the Security Event, without Motorola's express written consent. Customer shall be solely
responsible for any other legal or regulatory obligations which may arise under applicable law in connection with
such a Security Event and shall bear all costs associated with complying with legal and regulatory obligations in
connection therewith. To the extent permitted under applicable law, Customer shall remain solely liable for claims
that may arise from a Security Event, including, but not limited to, costs for litigation (including attorneys' fees),
and reimbursement sought by individuals, including but not limited to, costs for credit monitoring or allegations of
loss in connection with the Security Event. Customer shall provide samples of all proposed materials to notify
consumers and any third -parties, including regulatory entities, to Motorola for review and approval prior to
distribution. In the event of a Security Event, Motorola may, in its sole discretion, take immediate action, including
suspension or termination of Customer's account, without further obligation or liability of any kind.
4. PERFORMANCE. Motorola will use commercially reasonable efforts to deliver the Motorola Services
requested by Customer and to compile information gathered from selected public records and other sources used
in the provision of the Motorola Services; provided, however, that the Customer accepts all information "AS IS".
Customer acknowledges and agrees that Motorola obtains its data from third party sources, which may or may not
be completely thorough and accurate, and that Customer shall not rely on Motorola for the accuracy or
completeness of information supplied through the Motorola Services. Without limiting the foregoing, the criminal
record data that may be provided as part of the Motorola Services may include records that have been expunged,
sealed, or otherwise have become inaccessible to the public since the date on which the data was last updated or
collected. Customer understands that Customer may be restricted from accessing certain Motorola Services which
may be otherwise available. Motorola reserves the right to add materials and features to, and to discontinue offering
any of the materials and features that are currently a part of, the Motorola Services. In the event that Motorola
discontinues a material portion of the materials and features that Customer regularly uses in the ordinary course
of its business, and such materials and features are part of a flat fee subscription plan to which Customer has
subscribed, Motorola will, at Customer's option, issue a prorated credit to Customer's account.
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5. INTELLECTUAL PROPERTY; CONFIDENTIALITY. Customer agrees that Customer shall not reproduce,
retransmit, republish, or otherwise transfer for any commercial purposes the Motorola Services. Customer
acknowledges that Motorola (and/or its third party data providers) shall retain all right, title, and interest under
applicable contractual, copyright, patent, trademark, Trade Secret and related laws in and to the Motorola Services
and the information that they provide. Customer shall use such materials in a manner consistent with Motorola's
interests and the terms and conditions herein, and shall promptly notify Motorola of any threatened or actual
infringement of Motorola's rights. Customer and Motorola acknowledge that they each may have access to
confidential information of the disclosing party ("Disclosing Party'/ relating to the Disclosing Party's business
including, without limitation, technical, financial, strategies and related information, computer programs,
algorithms, know-how, processes, ideas, inventions (whether patentable or not), schematics, Trade Secrets (as
defined below) and other information (whether written or oral), and in the case of Motorola's information, product
information, pricing information, product development plans, forecasts, the Motorola Services, and other business
information ("Confidential Information'. Confidential Information shall not include information that: (i) is or
becomes (through no improper action or inaction by the Receiving Party (as defined below)) generally known to
the public; (ii) was in the Receiving Party's possession or known by it prior to receipt from the Disclosing Party; (iii)
was lawfully disclosed to Receiving Party by a third -party and received in good faith and without any duty of
confidentiality by the Receiving Party or the third -party; or (iv) was independently developed without use of any
Confidential Information of the Disclosing Party by employees of the Receiving Party who have had no access to
such Confidential Information. "Trade Secret" shall be deemed to include any information which gives the
Disclosing Party an advantage over competitors who do not have access to such information as well as all
information that fits the definition of "trade secret" set forth under applicable law. Each receiving party ("Receiving
Party's agrees not to divulge any Confidential Information or information derived therefrom to any third -party and
shall protect the confidentiality of the Confidential Information with the same degree of care it uses to protect the
confidentiality of its own confidential information and trade secrets, but in no event less than a reasonable degree
of care. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information solely to the
extent required by subpoena, court order or other governmental authority, provided that the Receiving Party shall
give the Disclosing Party prompt written notice of such subpoena, court order or other governmental authority so
as to allow the Disclosing Party to have an opportunity to obtain a protective order to prohibit or restrict such
disclosure at its sole cost and expense. Confidential Information disclosed pursuant to subpoena, court order or
other governmental authority shall otherwise remain subject to the terms applicable to Confidential Information.
Each party's obligations with respect to Confidential Information shall continue for the term of these Master Terms
and for a period of five (5) years thereafter, provided however, that with respect to Trade Secrets, each party's
obligations shall continue for so long as such Confidential Information continues to constitute a Trade Secret.
Notwithstanding the foregoing, if Customer is bound by the Freedom of Information Act, 5 U.S.C. 552, or other
federal, state, or municipal open records laws or regulations which may require disclosure of information, and
disclosure thereunder is requested, Customer agrees that it shall notify Motorola in writing and provide Motorola
an opportunity to object, if so permitted thereunder, prior to any disclosure.
6. DISCLAIMER OF WARRANTIES. MOTOROLA (SOLELY FOR PURPOSES OF INDEMNIFICATION,
DISCLAIMER OF WARRANTIES, AND LIMITATION ON LIABILITY, MOTOROLA, ITS SUBSIDIARIES AND AFFILIATES,
AND ITS DATA PROVIDERS ARE COLLECTIVELY REFERRED TO AS "MOTOROLA'S DOES NOT MAKE AND HEREBY
DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE MOTOROLA SERVICES. MOTOROLA
DOES NOT WARRANT THE CORRECTNESS, COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE OF THE MOTOROLA SERVICES OR INFORMATION PROVIDED THEREIN. Due to the nature of public
record information, the public records and commercially available data sources used in the Motorola Services may
contain errors. Source data is sometimes reported or entered inaccurately, processed poorly or incorrectly, and is
generally not free from defect. The Motorola Services are not the source of data, nor are they a comprehensive
compilation of the data. Before relying on any data, it should be independently verified.
7. LIMITATION OF LIABILITY. Neither Motorola, nor its subsidiaries and affiliates, nor any third -party
data provider shall be liable to Customer (or to any person claiming through Customer to whom Customer may
have provided data from the Motorola Services) for any loss or injury arising out of or caused in whole or in part
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by use of the Motorola Services. If, notwithstanding the foregoing, liability can be imposed on Motorola, Customer
agrees that Motorola's aggregate liability for any and all losses or injuries arising out of any act or omission of
Motorola in connection with anything to be done or furnished under these Master Terms, regardless of the cause
of the loss or injury, and regardless of the nature of the legal or equitable right claimed to have been violated, shall
never exceed the amount of fees actually paid by Customer to Motorola under this Agreement during the six (6)
month period preceding the event that gave rise to such loss or injury. Customer covenants and promises that it
will not sue Motorola for an amount greater than such sum even if Customer and/or third -parties were advised of
the possibility of such damages and that it will not seek punitive damages in any suit against Motorola. IN NO
EVENT SHALL Motorola BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
HOWEVER ARISING, INCURRED BY CUSTOMER.
S. AUDIT. Customer understands and agrees that, in order to ensure compliance with the FCRA, GLBA, DPPA,
other similar state or federal laws, regulations or rules, regulatory agency requirements of these Master Terms,
Motorola's obligations under its contracts with its data providers, and Motorola's internal policies, Motorola may
conduct periodic reviews and/or audits of Customer's use of the Motorola Services. Customer agrees to cooperate
fully with any and all audits and to respond to any such audit inquiry within ten (10) business days, unless an
expedited response is required. Violations discovered in any review and/or audit by Motorola will be subject to
immediate action including, but not limited to, suspension or termination of the license to use the Motorola Services,
reactivation fees, legal action, and/or referral to federal or state regulatory agencies.
9. EMPLOYEE TRAINING. Customer shall train new employees prior to allowing access to Motorola Services
on Customer's obligations under these Master Terms, including, but not limited to, the licensing requirements and
restrictions under Paragraph 1, the security requirements of Paragraph 3. Customer shall conduct a similar review
of its obligations under these Master Terms with existing employees who have access to Motorola Services no less
than annually. Customer shall keep records of such training.
10. CUSTOMER INFORMATION. Customer certifies that Customer has not been the subject of any
proceeding regarding any trust -related matter including, but not limited to, fraud, counterfeiting, identity theft and
the like, and that Customer has not been the subject of any civil, criminal or regulatory matter that would create
an enhanced security risk to Motorola, the Motorola Services or the data, including but not limited to, any matter
involving potential violations of the GLBA, the DPPA, the FCRA, the Fair Debt Collection Practices Act ("FDCPA')
(15 U.S.C. § 1692-1692p) or any other similar legal or regulatory guidelines. If any such matter has occurred,
Customer shall attach a signed statement, along with all relevant supporting documentation, providing all details
of this matter prior to execution of this Agreement. Customer shall notify Motorola immediately of any changes to
the information on Customer's Application for the Motorola Services, and, if at any time Customer no longer meets
Motorola's criteria for providing service, Motorola may terminate this agreement. Customer is required to promptly
notify Motorola of a change in ownership of Customer, any change in the name of Customer, and/or any change in
the physical address of Customer.
11. CHANGE IN AGREEMENT. By receipt of the Motorola Services, Customer agrees to, and shall comply
with, changes to the restricted license granted to Customer hereunder and as Motorola shall make from time to
time by notice to Customer. Notices to Customer will be provided via written communication. All e-mail notifications
shall be sent to the individual named in the Customer Administrator Contact Information section of the Application,
unless stated otherwise. Motorola may, at any time, impose restrictions and/or prohibitions on the Customer's use
of some or all of the Motorola Services. Customer understands that such restrictions or changes in access may be
the result of a modification in Motorola policy, a modification of third -party agreements, a modification in industry
standards, a Security Event or a change in law or regulation, or the interpretation thereof. Upon written notification
by Motorola of such restrictions, Customer agrees to comply with such restrictions.
AUTHORIZATION AND ACCEPTANCE OF TERMS
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I HEREBY CERTIFY that I am executing this Exhibit D-1, to Exhibit D, the Subscription Services Agreement, and
as the authorized representative of Customer, I have direct knowledge of and affirm all facts and representations
made above.
CUSTOMER:
Signature
Print Name
Title
Dated
CommandCentral Aware
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(mm/dd/yy)
Terms and Conditions 7-38
Boynton Beach, FL
December 9, 2019
Exhibit E - "LexisNexis Master Terms & Conditions
These LexisNexis Master Terms & Conditions (the "Master Terms') are entered into as of (the "Effective Date'l, by and
between LexisNexis Risk Solutions FL Inc. ("LNRSFL'I, with its principal place of business located at 1000 Alderman
Drive, Alpharetta, Georgia 30005 and the City of Boynton Beach ("Customer"), located at
each individually referred to as the "Party" and collectively as the "Parties." These Master Terms govern the provision of the
LN Services (as defined below) by LNRSFL and its respective Affiliates who provide LN Services under these Master Terms
(collectively referred to as "LN'J.
WHEREAS, LNRSFL (or an Affiliate identified on a separate Schedule A) is the provider of certain data products, data
applications and other related services (the %N Services'; and
WHEREAS, Customer is a City requesting such data and data related services and is desirous of receiving LN's capabilities;
and
WHEREAS, the Parties now intend for these Master Terms to be the master agreement governing the relationship between
the Parties with respect to the LN Services as of the Effective Date.
NOW, THEREFORE, LN and Customer agree to be mutually bound by the terms and conditions of these Master Terms, and
for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby agree as
follows:
1. SCOPE OF SERVICES/CUSTOMER CREDENTIALING. Subject to the terms of separate addenda and pricing schedule(s)
or statements of work for specific LN Services (each, a "Schedule A'�, LN agrees to provide the LN Services described in such
Schedule(s) A to Customer, subject to the terms and conditions herein. Any reference in a Schedule A to a services agreement
shall mean these Master Terms plus the applicable addendum or addenda. References to the LN Services shall also be deemed
to include the data therein as well as any Software provided by LN. These Master Terms shall encompass any and all delivery
methods provided to Customer for the LN Services, including, but not limited to, online, batch, XML, assisted searching, machine -
to -machine searches, and any other means which may become available. Customer acknowledges and understands that LN will
only allow Customer access to the LN Services if Customer's credentials can be verified in accordance with LN's internal
credentialing procedures. The foregoing shall also apply to the addition of Customer's individual locations and/or accounts.
2. RESTRICTED LICENSE. LN hereby grants to Customer a restricted license to use the LN Services, subject to the restrictions
and limitations set forth below:
(i) Generally. LN hereby grants to Customer a restricted license to use the LN Services solely for Customer's own internal
business purposes. Customer represents and warrants that all of Customer's use of the LN Services shall be for only legitimate
business purposes, including those specified by Customer in connection with a specific information request, relating to its
business and as otherwise governed by the Master Terms. Customer shall not use the LN Services for marketing purposes or
resell or broker the LN Services to any third -party, and shall not use the LN Services for personal (non -business) purposes.
Customer shall not use the LN Services to provide data processing services to third -parties or evaluate data for third -parties or,
without LN's consent, to compare the LN Services against a third party's data processing services. Customer agrees that, if LN
determines or reasonably suspects that continued provision of LN Services to Customer entails a potential security risk, or that
Customer is in violation of any provision of these Master Terms or law, LN may take immediate action, including, without
limitation, terminating the delivery of, and the license to use, the LN Services. Customer shall not access the LN Services from
Internet Protocol addresses located outside of the United States and its territories without LN's prior written approval. Customer
may not use the LN Services to create a competing product. Customer shall comply with all laws, regulations and rules which
govern the use of the LN Services and information provided therein. LN may at any time mask or cease to provide Customer
access to any LN Services or portions thereof which LN may deem, in LN's sole discretion, to be sensitive or restricted information.
(ii) GLBA Data. Unless Customer has expressly opted out of receiving such data, some of the information contained in the LN
Services may be "nonpublic personal information," as defined in the Gramm -Leach -Bliley Act, (15 U.S.C. § 6801, et seq.) and
related state laws (collectively, the "GLBA'% and is regulated by the GLBA ("GLBA Data'. Customer shall not obtain and/or
use GLBA Data through the LN Services in any manner that would violate the GLBA, or any similar state or local laws, regulations
and rules. Customer acknowledges and agrees that it may be required to certify its permissible use of GLBA Data failing within
an exception set forth in the GLBA at the time it requests information in connection with certain LN Services and will recertify
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upon request by LN. Customer certifies with respect to GLBA Data received through the LN Services that it complies with the
Interagency Standards for Safeguarding Customer Information issued pursuant to the GLBA.
(iii) DPPA Data. Unless Customer has expressly opted out of receiving such data, some of the information contained in the LN
Services may be "personal information," as defined in the Drivers Privacy Protection Act, (18 U.S.C. § 2721 et seq.) and related
state (collectively, the "DPPA'), and is regulated by the DPPA ("DPPA Data'. Customer shall not obtain and/or use DPPA Data
through the LN Services in any manner that would violate the DPPA. Customer acknowledges and agrees that it may be required
to certify its permissible use of DPPA Data at the time it requests information in connection with certain LN Services and will
recertify upon request by LN.
(iv) Non-FCRA Use Restrictions. The LN Services described in a Schedule A (as defined in these Master Terms) as Non-FCRA
are not provided by "consumer reporting agencies," as that term is defined in the Fair Credit Reporting Act (15 U.S.C. § 1681,
et seq.) ("FCRA'J and do not constitute "consumer reports," as that term is defined in the FCRA (the "Non-FCRA LN Services').
Accordingly, the Non-FCRA LN Services may not be used in whole or in part as a factor in determining eligibility for credit,
insurance, employment or another purpose in connection with which a consumer report may be used under the FCRA. Further,
(A) Customer certifies that it will not use any of the information it receives through the Non-FCRA LN Services to determine, in
whole or in part an individual's eligibility for any of the following products, services or transactions: (1) credit or insurance to be
used primarily for personal, family or household purposes; (2) employment purposes; (3) a license or other benefit granted by
a government agency; or (4) any other product, service or transaction in connection with which a consumer report may be used
under the FCRA or any similar state statute, including without limitation apartment rental, check -cashing, or the opening of a
deposit or transaction account; (B) by way of clarification, without limiting the foregoing, Customer may use, except as otherwise
prohibited or limited by the Master Terms, information received through the Non-FCRA LN Services for the following purposes:
(1) to verify or authenticate an individual's identity; (2) to prevent or detect fraud or other unlawful activity; (3) to locate an
individual; (4) to review the status of a legal proceeding; (5) to determine whether to buy or sell consumer debt or a portfolio
of consumer debt in a commercial secondary market transaction, provided that such determination does not constitute in whole
or in part, a determination of an individual consumer's eligibility for credit or insurance to be used primarily for personal, family
or household purposes; (C) specifically, if Customer is using the Non-FCRA LN Services in connection with collection of a
consumer debt on its own behalf, or on behalf of a third -party, Customer shall not use the Non-FCRA LN Services: (1) to revoke
consumer credit; (2) to accelerate, set or change repayment terms; or (3) for the purpose of determining a consumer's eligibility
for any repayment plan; provided, however, that Customer may, consistent with the certification and limitations set forth in this
Section 1, use the Non-FCRA LN Services for identifying, locating, or contacting a consumer in connection with the collection of
a consumer's debt or for prioritizing collection activities; and (D) Customer shall not use any of the information it receives
through the Non-FCRA LN Services to take any "adverse action," as that term is defined in the FCRA.
(v) FCRA Services. If a Customer desires to use a product described in a Schedule A as an FCRA product, Customer will execute
an FCRA Addendum to the Master Terms. The FCRA product will be delivered by an affiliate of LNRSFL, LexisNexis Risk Solutions
Inc., in accordance with the terms and conditions of the Master Terms.
(vi) Social Security and Driver's License Numbers. LN may in its sole discretion permit Customer to access full social
security numbers (nine (9) digits) and driver's license numbers (collectively, "QA Data'. If Customer is authorized by LN to
receive QA Data, and Customer obtains QA Data through the LN Services, Customer certifies it will not use the QA Data for any
purpose other than as expressly authorized by LN policies, the terms and conditions herein, and applicable laws and regulations.
In addition to the restrictions on distribution otherwise set forth in Paragraph 3 below, Customer agrees that it will not permit
QA Data obtained through the LN Services to be used by an employee or contractor that is not an Authorized User with an
Authorized Use. Customer agrees it will certify, in writing, its uses for QA Data and recertify upon request by LN. Customer may
not, to the extent permitted by the terms of these Master Terms, transfer QA Data via email or ftp without LN's prior written
consent. However, Customer shall be permitted to transfer such information so long as: 1) a secured method (for example, sftp)
is used, 2) transfer is not to any third -party, and 3) such transfer is limited to such use as permitted under these Master Terms.
LN may at any time and for any or no reason cease to provide or limit the provision of QA Data to Customer.
(vii) Copyrighted and Trademarked Materials. Customer shall not remove or obscure any trademarks, copyright notices or
other notices contained on materials accessed through the LN Services.
(viii) Additional Terms. To the extent that the LN Services accessed by Customer include information or data described in the
Risk Supplemental Terms contained at: v4ww.lexisnexis.com/terms/risksupp, Customer agrees to comply with the Risk
Supplemental Terms set forth therein. Additionally, certain other information contained within the LN Services is subject to
additional obligations and restrictions. These services include, without limitation, news, business information, and federal
legislative and regulatory materials. To the extent that Customer receives such materials through the LN Services, Customer
agrees to comply with the Terms and Conditions contained at: http://www.lexisnexis.com/terms/general.aspx (the "L&P
Terms'O. The Risk Supplemental Terms and the L&P Terms are hereby incorporated into these Master Terms by reference. In
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the event of a direct conflict between these Master Terms, the Risk Supplemental Terms, and the L&P Terms, the order of
precedence shall be as follows: these Master Terms, the Risk Supplemental Terms and then the L&P Terms.
(ix) MVR Data. If Customer is permitted to access Motor Vehicle Records ("MVR Data'D from LN, without in any way limiting
Customer's obligations to comply with all state and federal laws governing use of MVR Data, the following specific restrictions
apply and are subject to change:
(a) Customer shall not use any MVR Data provided by LN, or portions of information contained therein, to create or update a
file that Customer uses to develop its own source of driving history information.
(b) As requested by LN, Customer shall complete any state forms that LN is legally or contractually bound to obtain from
Customer before providing Customer with MVR Data.
(c) Upon advanced written notice to Customer, LN (and certain Third -Party vendors) may conduct reasonable and periodic audits
of Customer's use of MVR Data. In response to any such audit, Customer must be able to substantiate the reason for each MVR
Data order.
(x) HIPAA. Customer represents and warrants that Customer will not provide LN with any Protected Health Information (as
that term is defined in 45 C.F.R. Sec. 160.103) or with Electronic Health Records or Patient Health Records (as those terms are
defined in 42 U.S.C. Sec. 17921(5), and 42 U.S.C. Sec. 17921(11), respectively) or with information from such records without
the execution of a separate agreement between the parties.
(xi) Economic Sanctions Laws. Customer acknowledges that LN is subject to economic sanctions laws, including but not
limited to those enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC'J, the European
Union, and the United Kingdom. Accordingly, Customer shall comply with all economic sanctions laws of the United States, the
European Union, and the United Kingdom. Customer shall not provide access to LN Services to any individuals identified on
OFAC's list of Specially Designated Nationals ("SDN List', the UK's HM Treasury's Consolidated List of Sanctions Targets, or
the EU's Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions. Customer shall not take any action
which would place LN in a position of non-compliance with any such economic sanctions laws.
(xii) Retention of Records. For uses of GLBA Data, DPPA Data and MVR Data, as described in Sections 2(ii), 2(iii) and 2(vii),
Customer shall maintain for a period of five (5) years a complete and accurate record (including consumer identity, purpose
and, if applicable, consumer authorization) pertaining to every access to such data.
(xiii) Software. To the extent that Customer is using software provided by LN C'Software's, whether hosted by LN or installed
on Customer's equipment, such Software shall be deemed provided under a limited, revocable license, for the sole purpose of
using the LN Services. In addition, the following terms apply: Customer shall not (a) use the Software to store or transmit
infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third -party privacy
rights, (b) use the Software to store or transmit spyware, adware, other malicious programs or code, programs that infringe the
rights of others, or programs that place undue burdens on the operation of the Software, or (c) interfere with or disrupt the
integrity or performance of the Software or data contained therein. The use of the Software will be subject to any other
restrictions (such as number of users, features, or duration of use) agreed to by the parties or as set forth in a Schedule A.
3. SECURITY. Customer acknowledges that the information available through the LN Services may include personally
identifiable information and it is Customer's obligation to keep all such accessed information confidential and secure. Accordingly,
Customer shall (a) restrict access to LN Services to those employees who have a need to know as part of their official duties;
(b) ensure that none of its employees shall (i) obtain and/or use any information from the LN Services for personal reasons, or
(ii) transfer any information received through the LN Services to any party except as permitted hereunder; (c) keep all user
identification numbers, and related passwords, or other security measures (collectively, "User IDs'D confidential and prohibit
the sharing of User IDs; (d) immediately deactivate the User ID of any employee who no longer has a need to know, or for
terminated employees on or prior to the date of termination; (e) in addition to any obligations under Paragraph 2, take all
commercially reasonable measures to prevent unauthorized access to, or use of, the LN Services or data received therefrom,
whether the same is in electronic form or hard copy, by any person or entity; (f) maintain and enforce data destruction
procedures to protect the security and confidentiality of all information obtained through LN Services as it is being disposed; (g)
purge all information received through the LN Services within ninety (90) days of initial receipt; provided that Customer may
extend such period if and solely to the extent such information is retained thereafter in archival form to provide documentary
support required for Customer's legal or regulatory compliance efforts; (h) be capable of receiving the LN Services where the
same are provided utilizing "secure socket layer," or such other means of secure transmission as is deemed reasonable by LN;
(i) not access and/or use the LN Services via mechanical, programmatic, robotic, scripted or other automated search means,
other than through batch or machine -to -machine applications approved by LN; 0) take all steps to protect their networks and
computer environments, or those used to access the LN Services, from compromise; (k) on at least a quarterly basis, review
searches performed by its User IDs to ensure that such searches were performed for a legitimate business purpose and in
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compliance with all terms and conditions herein; and (1) maintain policies and procedures to prevent unauthorized use of User
IDs and the LN Services. Customer will immediately notify LN, by written notification to the LN Information Assurance and Data
Protection Organization at 1000 Alderman Drive, Alpharetta, Georgia 30005 and by email
(security.investigations@lexisnexis.com) and by phone (1-888-872-5375), if Customer suspects, has reason to believe or
confirms that a User ID or the LN Services (or data derived directly or indirectly therefrom) is or has been lost, stolen,
compromised, misused or used, accessed or acquired in an unauthorized manner or by any unauthorized person, or for any
purpose contrary to the terms and conditions herein. Customer shall remain solely liable for all costs associated therewith and
shall further reimburse LN for any expenses it incurs due to Customer's failure to prevent such impermissible use or access of
User IDs and/or the LN Services, or any actions required as a result thereof. Furthermore, in the event that the LN Services
provided to the Customer include personally identifiable information (including, but not limited to, social security numbers,
driver's license numbers or dates of birth), the following shall apply: Customer acknowledges that, upon unauthorized acquisition
or access of or to such personally identifiable information, including but not limited to that which is due to use by an unauthorized
person or due to unauthorized use (a "Security Event"), Customer shall, in compliance with law, notify the individuals whose
information was potentially accessed or acquired that a Security Event has occurred, and shall also notify any other parties
(including but not limited to regulatory entities and credit reporting agencies) as may be required in LN's reasonable discretion.
Customer agrees that such notification shall not reference LN or the product through which the data was provided, nor shall LN
be otherwise identified or referenced in connection with the Security Event, without LN's express written consent. Customer
shall be solely responsible for any other legal or regulatory obligations which may arise under applicable law in connection with
such a Security Event and shall bear all costs associated with complying with legal and regulatory obligations in connection
therewith. Customer shall remain solely liable for claims that may arise from a Security Event, including, but not limited to, costs
for litigation (including attorneys' fees), and reimbursement sought by individuals, including but not limited to, costs for credit
monitoring or allegations of loss in connection with the Security Event, and to the extent that any claims are brought against
LN, shall indemnify LN from such claims. Customer shall provide samples of all proposed materials to notify consumers and any
third -parties, including regulatory entities, to LN for review and approval prior to distribution. In the event of a Security Event,
LN may, in its sole discretion, take immediate action, including suspension or termination of Customer's account, without further
obligation or liability of any kind.
4. PERFORMANCE. LN will use commercially reasonable efforts to deliver the LN Services requested by Customer and to
compile information gathered from selected public records and other sources used in the provision of the LN Services; provided,
however, that the Customer accepts all information "AS IS". Customer acknowledges and agrees that LN obtains its data from
third party sources, which may or may not be completely thorough and accurate, and that Customer shall not rely on LN for the
accuracy or completeness of information supplied through the LN Services. Without limiting the foregoing, the criminal record
data that may be provided as part of the LN Services may include records that have been expunged, sealed, or otherwise have
become inaccessible to the public since the date on which the data was last updated or collected. Customer understands that
Customer may be restricted from accessing certain LN Services which may be otherwise available. LN reserves the right to add
materials and features to, and to discontinue offering any of the materials and features that are currently a part of, the LN
Services. In the event that LN discontinues a material portion of the materials and features that Customer regularly uses in the
ordinary course of its business, and such materials and features are part of a flat fee subscription plan to which Customer has
subscribed, LN will, at Customer's option, issue a prorated credit to Customer's account.
5. PRICING SCHEDULES. Upon acceptance by the LN Affiliate(s) set forth on an applicable Schedule A, such LN Affiliate(s)
shall provide the LN Services requested by Customer and set forth in one (1) or more Schedules A attached hereto or
subsequently incorporated by reference, for the fees listed on such schedules. The fees listed on a Schedule A may be updated
from time -to -time by notice to Customer. All current and future pricing documents and Schedule(s) A are deemed incorporated
herein by reference.
6. INTELLECTUAL PROPERTY; CONFIDENTIALITY. Customer agrees that Customer shall not reproduce, retransmit,
republish, or otherwise transfer for any commercial purposes the LN Services. Customer acknowledges that LN (and/or its third
party data providers) shall retain all right, title, and interest under applicable contractual, copyright, patent, trademark, Trade
Secret and related laws in and to the LN Services and the information that they provide. Customer shall use such materials in a
manner consistent with LN's interests and the terms and conditions herein, and shall promptly notify LN of any threatened or
actual infringement of LN's rights. Notwithstanding anything in these Master Terms to the contrary, LN shall own Customer's
search inquiry data used to access the LN Services (in the past or future) and may use such data for any purpose consistent
with applicable federal, state and local laws, rules and regulations. Customer and LN acknowledge that they each may have
access to confidential information of the disclosing party ("Disclosing Party's relating to the Disclosing Party's business
including, without limitation, technical, financial, strategies and related information, computer programs, algorithms, know-how,
processes, ideas, inventions (whether patentable or not), schematics, Trade Secrets (as defined below) and other information
(whether written or oral), and in the case of LN's information, product information, pricing information, product development
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plans, forecasts, the LN Services, and other business information ("Confidential Information'D. Confidential Information shall
not include information that: (i) is or becomes (through no improper action or inaction by the Receiving Party (as defined below))
generally known to the public; (ii) was in the Receiving Party's possession or known by it prior to receipt from the Disclosing
Party; (iii) was lawfully disclosed to Receiving Party by a third -party and received in good faith and without any duty of
confidentiality by the Receiving Party or the third -party; or (iv) was independently developed without use of any Confidential
Information of the Disclosing Party by employees of the Receiving Party who have had no access to such Confidential
Information. "Trade Secret" shall be deemed to include any information which gives the Disclosing Party an advantage over
competitors who do not have access to such information as well as all information that fits the definition of "trade secret" set
forth under applicable law. Each receiving party ("Receiving Party'l agrees not to divulge any Confidential Information or
information derived therefrom to any third -party and shall protect the confidentiality of the Confidential Information with the
same degree of care it uses to protect the confidentiality of its own confidential information and trade secrets, but in no event
less than a reasonable degree of care. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information
solely to the extent required by subpoena, court order or other governmental authority, provided that the Receiving Party shall
give the Disclosing Party prompt written notice of such subpoena, court order or other governmental authority so as to allow
the Disclosing Party to have an opportunity to obtain a protective order to prohibit or restrict such disclosure at its sole cost and
expense. Confidential Information disclosed pursuant to subpoena, court order or other governmental authority shall otherwise
remain subject to the terms applicable to Confidential Information. Each party's obligations with respect to Confidential
Information shall continue for the term of these Master Terms and for a period of five (5) years thereafter, provided however,
that with respect to Trade Secrets, each party's obligations shall continue for so long as such Confidential Information continues
to constitute a Trade Secret.
7. PAYMENT OF FEES. Customer shall pay LN the fees described on the applicable Schedule A. Customer shall be responsible
for payment of the applicable fees for all services ordered by Customer or otherwise obtained through Customer's User IDs,
whether or not such User ID is used by Customer or a third -party, provided access to the User ID is not the result of use by a
person formerly or presently employed by LN (and not employed by Customer at the time of the use) or who obtains the User
ID by or through a break-in or unauthorized access of LN's offices, premises, records, or documents. Customer agrees that it
may be electronically invoiced for those fees. Payments must be received by LN within twenty (20) days of the invoice date.
Any balance not timely paid will accrue interest at the rate of eighteen percent (18%) per annum. LN will assess a returned
check fee of Twenty -Five Dollars ($25) or the maximum amount allowed under applicable law, whichever is greater, for any
check draft payments to LN which are returned unpaid for reason of insufficient funds. If Customer's account is placed for
collection with a third -party, Customer agrees to pay a collections fee in the amount of the greater of Twenty -Five Dollars
($25.00) or twenty five percent (25%) of the amount placed for collection to compensate LN for the administrative expenses of
managing collection through a third party. Customer agrees to promptly notify LN of any changes to its billing contact
information.
8. TERM OF AGREEMENT. These Master Terms are for services rendered and shall be in full force and effect during such
periods of time during which LN is providing services for Customer (the "Term'; provided, however, that any term provided
on a Schedule A (the "Schedule A Term's shall apply to the LN Services provided under such Schedule A until the expiration
of that Schedule A Term. Upon expiration of any Schedule A Term, these Master Terms shall continue in effect for so long as
LN is providing services for Customer.
9. TERMINATION. Either party may terminate these Master Terms at any time for any reason, except that Customer shall not
have the right to terminate these Master Terms to the extent a Schedule A provides for a Schedule A Term or otherwise sets
forth Customer's minimum financial commitment.
10. GOVERNING LAW. These Master Terms shall be governed by and construed in accordance with the laws of the State of
Florida, irrespective of conflicts of law principles. Additionally, any action brought by either party to this Agreement related in
any manner to the subject matter of this Agreement or the relationship between the parties shall be brought in the courts with
jurisdiction for Florida.
11. ASSIGNMENT. Neither these Master Terms nor the license granted herein may be assigned by Customer, in whole or in
part, without the prior written consent of LN. The dissolution, merger, consolidation, reorganization, sale or other transfer of
assets, properties, or controlling interest of twenty percent (20%) or more of Customer shall be deemed an assignment for the
purposes of these Master Terms. Any assignment without the prior written consent of LN shall be void.
12. DISCLAIMER OF WARRANTIES. LN (SOLELY FOR PURPOSES OF INDEMNIFICATION, DISCLAIMER OF WARRANTIES,
AND LIMITATION ON LIABILITY, LN, ITS SUBSIDIARIES AND AFFILIATES, AND ITS DATA PROVIDERS ARE COLLECTIVELY
REFERRED TO AS "LN'� DOES NOT MAKE AND HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT
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TO THE LN SERVICES. LN DOES NOT WARRANT THE CORRECTNESS, COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR
A PARTICULAR PURPOSE OF THE LN SERVICES OR INFORMATION PROVIDED THEREIN. Due to the nature of public record
information, the public records and commercially available data sources used in the LN Services may contain errors. Source data
is sometimes reported or entered inaccurately, processed poorly or incorrectly, and is generally not free from defect. The LN
Services are not the source of data, nor are they a comprehensive compilation of the data. Before relying on any data, it should
be independently verified.
13. LIMITATION OF LIABILITY. Neither LN, nor its subsidiaries and affiliates, nor any third -party data provider shall be liable
to Customer (or to any person claiming through Customer to whom Customer may have provided data from the LN Services)
for any loss or injury arising out of or caused in whole or in part by use of the LN Services. If, notwithstanding the foregoing,
liability can be imposed on LN, Customer agrees that LN's aggregate liability for any and all losses or injuries arising out of any
act or omission of LN in connection with anything to be done or furnished under these Master Terms, regardless of
the cause of the loss or injury, and regardless of the nature of the legal or equitable right claimed to have been violated, shall
never exceed the amount of fees actually paid by Customer to LN under this Agreement during the six (6) month period
preceding the event that gave rise to such loss or injury. Customer covenants and promises that it will not sue LN for an amount
greater than such sum even if Customer and/or third -parties were advised of the possibility of such damages and that it will not
seek punitive damages in any suit against LN. IN NO EVENT SHALL LN BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL,
OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING, INCURRED BY CUSTOMER.
14. INDEMNIFICATION. Customer hereby agrees to protect, indemnify, defend, and hold harmless LN from and against any
and all costs, claims, demands, damages, losses, and liabilities (including attorneys' fees and costs) arising from or in any way
related to any third -party claim based upon (a) use of information received by Customer (or any third -party receiving such
information from or through Customer) furnished by or through LN; (b) breach of any terms, conditions, representations or
certifications in these Master Terms; and (c) any Security Event. LN hereby agrees to protect, indemnify, defend, and hold
harmless Customer from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys'
fees and costs) arising from or in connection with any thins -party claim that the LN Services, when used in accordance with
these Master Terms, infringe a United States patent or United States registered copyright, subject to the following: (i) Customer
must promptly give written notice of any claim to LN; (ii) Customer must provide any assistance which LN may reasonably
request for the defense of the claim (with reasonable out of pocket expenses paid by LN); and (iii) LN has the right to control
the defense or settlement of the claim; provided, however, that the Customer shall have the right to participate in, but not
control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense. Notwithstanding
the foregoing, LN will not have any duty to indemnify, defend or hold harmless Customer with respect to any claim of
infringement resulting from (1) Customer's misuse of the LN Services; (2) Customer's failure to use any corrections made
available by LN; (3) Customer's use of the LN Services in combination with any product or information not provided or authorized
in writing by LN; or (4) any information, direction, specification or materials provided by Customer or any third -party. If an
injunction or order is issued restricting the use or distribution of any part of the LN Services, or if LN determines that any part
of the LN Services is likely to become the subject of a claim of infringement or violation of any proprietary right of any third -
party, LN may in its sole discretion and at its option (A) procure for Customer the right to continue using the LN Services; (B)
replace or modify the LN Services so that they become non -infringing, provided such modification or replacement does not
materially alter or affect the use or operation of the LN Services; or (C) terminate these Master Terms and refund any fees
relating to the future use of the LN Services. The foregoing remedies constitute Customer's sole and
exclusive remedies and LN's entire liability with respect to infringement claims or actions.
15. SURVIVAL OF AGREEMENT. Provisions hereof related to release of claims; indemnification; use and protection of LN
Services; payment for the LN Services; audit; LN's use and ownership of Customer's search inquiry data; disclaimer of warranties
and other disclaimers; security; customer data and governing law shall survive any termination of the license to use the LN
Services.
16. AUDIT. Customer understands and agrees that, in order to ensure compliance with the FCRA, GLBA, DPPA, other similar
state or federal laws, regulations or rules, regulatory agency requirements of these Master Terms, LN's obligations under its
contracts with its data providers, and LN's internal policies, LN may conduct periodic reviews and/or audits of Customer's use of
the LN Services. Customer agrees to cooperate fully with any and all audits and to respond to any such audit inquiry within ten
(10) business days, unless an expedited response is required. Violations discovered in any review and/or audit by LN will be
subject to immediate action including, but not limited to, suspension or termination of the license to use the LN Services,
reactivation fees, legal action, and/or referral to federal or state regulatory agencies.
17. EMPLOYEE TRAINING. Customer shall train new employees prior to allowing access to LN Services on Customer's
obligations under these Master Terms, including, but not limited to, the licensing requirements and restrictions under Paragraph
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2, the security requirements of Paragraph 3 and the privacy requirements in Paragraph 23. Customer shall conduct a similar
review of its obligations under these Master Terms with existing employees who have access to LN Services no less than
annually. Customer shall keep records of such training.
18. ATTORNEYS' FEES. The prevailing party in any action, claim or lawsuit brought related to the subject matter of these
Master Terms is entitled to payment of all attorneys' fees and costs expended by such prevailing party in association with such
action, claim or lawsuit.
19. TAXES. The charges for all LN Services are exclusive of any state, local, or otherwise applicable sales, use, or similar taxes.
If any such taxes are applicable, they shall be charged to Customer's account.
20. CUSTOMER INFORMATION. Customer certifies that Customer has not been the subject of any proceeding regarding any
trust -related matter including, but not limited to, fraud, counterfeiting, identity theft and the like, and that Customer has not
been the subject of any civil, criminal or regulatory matter that would create an enhanced security risk to LN, the LN Services
or the data, including but not limited to, any matter involving potential violations of the GLBA, the DPPA, the FCRA, the Fair
Debt Collection Practices Act ("FDCPA'J (15 U.S.C. § 1692-1692p) or any other similar legal or regulatory guidelines. If any
such matter has occurred, Customer shall attach a signed statement, along with all relevant supporting documentation, providing
all details of this matter prior to execution of this Agreement. Customer shall notify LN immediately of any changes to the
information on Customer's Application for the LN Services, and, if at any time Customer no longer meets LN's criteria for
providing service, LN may terminate this agreement. Customer is required to promptly notify LN of a change in ownership of
Customer, any change in the name of Customer, and/or any change in the physical address of Customer.
21. RELATIONSHIP OF PARTIES. None of the parties shall, at any time, represent that it is the authorized agent or
representative of the other.
22. CHANGE IN AGREEMENT. By receipt of the LN Services, Customer agrees to, and shall comply with, changes to the
restricted license granted to Customer hereunder and as LN shall make from time to time by notice to Customer. Notices to
Customer will be provided via written communication. All e-mail notifications shall be sent to the individual named in the
Customer Administrator Contact Information section of the Application, unless stated otherwise. LN may, at any time, impose
restrictions and/or prohibitions on the Customer's use of some or all of the LN Services. Customer understands that such
restrictions or changes in access may be the result of a modification in LN policy, a modification of third -party agreements, a
modification in industry standards, a Security Event or a change in law or regulation, or the interpretation thereof. Upon written
notification by LN of such restrictions, Customer agrees to comply with such restrictions.
23. PRIVACY PRINCIPLES. With respect to personally identifiable information regarding consumers, the parties further agree
as follows: LN has adopted the "LN Data Privacy Principles" ("Principles"), which may be modified from time to time, recognizing
the importance of appropriate privacy protections for consumer data, and Customer agrees that Customer (including its directors,
officers, employees or agents) will comply with the Principles or Customer's own comparable privacy principles, policies, or
practices. The Principles are available at http://www.lexisnexis.com/privacy/data-privacy-principles.aspx.
24. PUBLICITY. Customer will not name LN or refer to its use of the LN Services in any press releases, advertisements,
promotional or marketing materials, or make any other third -party disclosures regarding LN or Customer's use of the LN Services.
25. FORCE MA3EURE. The parties will not incur any liability to each other or to any other party on account of any loss or
damage resulting from any delay or failure to perform all or any part of these Master Terms (except for payment obligations)
to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control, and
without the negligence of, the parties. Such events, occurrences, or causes include, without limitation, acts of God,
telecommunications outages, Internet outages, power outages, any irregularity in the announcing or posting of updated data
files by the applicable agency, strikes, lockouts, riots, acts of war, floods, earthquakes, fires, and explosions.
26. LN AFFILIATES. Customer understands that LN Services furnished under these Master Terms may be provided by LNRSFL
and/or by one of its Affiliates, as further detailed in a separate Schedule A and addendum to these Master Terms. The specific
LN entity furnishing the LN Services to Customer will be the sole LN entity satisfying all representations, warranties, covenants
and obligations hereunder, as they pertain to the provision of such LN Services. Therefore, Customer hereby expressly
acknowledges and agrees that it will seek fulfillment of any and all LN obligations only from the applicable LN entity and the
other LN entities shall not be a guarantor of said LN entity's performance obligations hereunder.
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27. CUSTOMER SUBSIDIARIES. LN may provide the LN Services to Customer's wholly owned subsidiaries (" Subsidiaries'o,
in LN's sole discretion, subject to the Subsidiaries' completion of LN's credentialing process and any applicable paperwork.
Customer assumes full responsibility for such Subsidiaries.
28. MISCELLANEOUS. If any provision of these Master Terms or any exhibit shall be held by a court of competent jurisdiction
to be contrary to law, invalid or otherwise unenforceable, such provision shall be changed and interpreted so as to best
accomplish the objectives of the original provision to the fullest extent allowed by law, and in any event the remaining provisions
of these Master Terms shall remain in full force and effect. The failure or delay by LN in exercising any right, power or remedy
under this Agreement shall not operate as a waiver of any such right, power or remedy. The headings in these Master Terms
are inserted for reference and convenience only and shall not enter into the interpretation hereof.
29. ENTIRE AGREEMENT. Except as otherwise provided herein, these Master Terms constitute the final written
agreement and understanding of the parties with respect to terms and conditions applicable to all LN Services.
These Master Terms shall supersede all other representations, agreements, and understandings, whether oral or
written, which relate to the use of the LN Services and all matters within the scope of these Master Terms. Without
limiting the foregoing, the provisions related to confidentiality and exchange of information contained in these Master
Terms shall, with respect to the LN Services and all matters within the scope of these Master Terms, supersede
any separate non -disclosure agreement that is or may in the future be entered into by the parties hereto. Any
additional, supplementary, or conflicting terms supplied by the Customer, including those contained in purchase
orders or confirmations issued by the Customer, are specifically and expressly rejected by LN unless LN expressly
agrees to them in a signed writing. The terms contained herein shall control and govern in the event of a conflict
between these terms and any new, other, or different terms in any other writing. These Master Terms can be
executed in counterparts, and faxed or electronic signatures will be deemed originals.
AUTHORIZATION AND ACCEPTANCE OF TERMS
HEREBY CERTIFY that I am executing these
Master Terms as the authorized representative of
Customer and that I have direct knowledge of
and affirm all facts and representations made
above.
CUSTOMER:
Signature
Print Name
Title
Dated (mm/dd/yy)
CommandCentral Aware
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Exhibit F LexisNexis Risk Solutions Government Application
The information submitted on this Application will be used to determine the applicant's eligibility for accessing the
services and products of LexisNexis Risk Solutions FL Inc. and its affiliates (hereinafter "LN'). To avoid delay, please
provide all information requested. By submitting this Application, the applicant hereby authorizes LN to
independently verify the information submitted and perform research about the individuals identified. Acceptance
of this Application does not automatically create a business relationship between LN and the applicant. LN reserves
the right to reject this Application with or without cause and to request additional information. Applicant
acknowledges and understands that LN will only allow applicant access to the LN Services if applicant's credentials
can be verified in accordance with LN's internal credentialing procedures.
Full legal name of agency:
If this application is for an additional account, Parent
account number:
Main phone number for address*:
*If this is a cell, additional documents may be
required
Fax number:
Physical Address where LN services will be Previous address if at the current address less than 6 months:
accessed —
P.O. Box/Mail Drops cannot be accepted (street,
city, state, zip):
Website address:
External Agency IP Address (https://www.whatismyIP.com):
External Agency IP Range — From: External Agency IP Range — To:
Agency information:
❑ Federal Government ❑ Federal Law Enforcement ❑ Local/Municipal Government
❑ State Government ❑ State Law Enforcement ❑ Local/Municipal Law Enforcement
❑ Other (please explaii
Product Administrator or Main Contact (first & last
name):
E -Mail Address:
Required for local and municipal agencies:
Administrator Home Address (street, city, state, zip):
Title:
Admin IP Address:
Administrator Date of Birth:
1 Billing Contact (first & last name): check here if same as I Title:
Administrator O
Billing Address (street, city, state, zip):
E -Mail Address:
CommandCentral Aware
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Telephone:
Sales Tax Exempt:
Terms and Conditions 7-47
Do your uire a PO number on invoice:
❑ No ❑ Yes If Yes, provide PO Number:
Required for local and
Company Name:
es:
Business Address (street, city, state, zip):
E-mail Address:
Boynton Beach, FL
December 9, 2019
❑ No ❑ Yes — please provide proof of exem
Contact:
Contact Phone Number:
Account Number (if applicable):
Site visits may be required to assure Applicant eligibility for LN products or services. By submitting this Application,
Applicant agrees to authorize a site visit by LN or its approved third -party, and agrees to cooperate in its
completion. If the contact for coordinating the site visit is not identified above as the Administrator, please provide
the site visit contact's information below:
Contact Name: I Contact Phone:
Contact Email Address:
I HEREBY CERTIFY that I am authorized to execute this Application on behalf of the Agency listed above and that
I have direct knowledge of the facts stated above.
Applicant Signature:
Applicant Name:
CommandCentral Aware
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Motorola Solutions
Date Signed:
Title:
Terms and Conditions 7-48
Exhibit G - NON-FCRA PERMISSIBLE USE CERTIFICATION — GOVERNMENT
Customer (Agency)
Name:
DBA:
Address:
City, State,
Zip:
Contact
Name:
REQUIRED Please describe your
ur ose of use:
Phone:
Boynton Beach, FL
December 9, 2019
Definitions. Gramm -Leach -Bliley Act, (15 U.S.C. § 6801, et seq.) and related state laws (collectively, the
"GLBA'
Drivers Privacy Protection Act, (18 U.S.C. § 2721 et seq.) and related state laws (collectively, the "DPPA'�
Law Enforcem nt Agencies Onl : Review and, if appropriate, certify to the following: Customer represents and
warrants that it will use the LN Services solely for law enforcement purposes, which comply with applicable privacy
laws including, but not limited to the GLBA and the DPPA. To certify, check here: ❑ Proceed to SECTION 3.
QUALIFIED ACCESS
SECTION 1. GLBA EXCEPTION/ PERMISSIBLE PURPOSE - NOT APPLICABLE TO LAW ENFORCEMENT
Some LN Services use and/or display nonpublic personal information that is governed by the privacy provisions of
the GLBA. Customer certifies it has the permissible purposes under the GLBA to use and/or obtain such information,
as marked below, and Customer further certifies it will use such information obtained from LN Services only for
such purpose(s) selected below or, if applicable, for the purpose(s) indicated by Customer electronically while using
the LN Services, which purpose(s) will apply to searches performed during such electronic session:
❑ No applicable GLBA exception/permissible use. Proceed to SECTION 2. DPPA PERMISSIBLE USES
(At least one (1) must be checked to be permitted access to GLBA data)
❑
As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer.
❑
As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer by
verifying the identification information contained in applications.
❑
❑
To protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liability.
In required institutional risk control programs.
❑
In resolving consumer disputes or inquiries.
❑
Use by persons, or their representatives, holding a legal or beneficial interest relating to the consumer.
❑
Use by persons acting in a fiduciary or representative capacity on behalf of the consumer.
❑
In complying with federal, state, or local laws, rules, and other applicable legal requirements.
❑
To the extent specifically permitted or required under other provisions of law and in accordance with the
Right to Financial Privacy Act of 1978, to law enforcement agencies (including a Federal functional
regulator, the Secretary of Treasury, a State insurance authority, or the Federal Trade Commission), self-
regulatory organizations or for an investigation on a matter related to public safety.
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SECTION 2. DPPA PERMISSIBLE USES - NOT APPLICABLE TO LAW ENFORCEMENT
Some LN Services use and/or display personal information, the use of which is governed by the DPPA. Customer
certifies it has a permissible use under the DPPA to use and/or obtain such information and Customer further
certifies it will use such information obtained from LN Services only for one (1) or more of the purposes selected
below or for the purpose(s) indicated by Customer electronically while using the LN Services, which purpose(s) will
apply to searches performed during such electronic session:
❑ No permissible use. Proceed to SECTION 3. QUALIFIED ACCESS
(At least one (1) must be checked to be permitted access to DPPA data)
❑
For use in connection with any civil, criminal, administrative, or arbitral proceeding in any federal, state,
or local court or agency or before any self-regulatory body, including the service of process, investigation
in anticipation of litigation, and the execution or enforcement of judgments and orders, or pursuant to an
order of a federal state or local court.
❑
For use in the normal course of business by a legitimate business or its agents, employees, or contractors,
but only—
(A) to verify the accuracy of personal information submitted by the individual to the business or its
agents, employees, or contractors; and
(B) if such information as so submitted is not correct or is no longer correct, to obtain the correct
information, but only for the purposes of preventing fraud by, pursuing legal remedies against, or
recovering on a debt or security interest against, the individual.
Use by a government agency, but only in carrying out its functions.
❑
❑
Use by any person acting on behalf of a government agency, but only in carrying out the agency's
functions.
❑
Use by an insurer (or its agent) in connection with claims investigation activities or antifraud activities.
In connection with motor vehicle safety or theft, or driver safety (except by or for a motor vehicle
❑
manufacturer).
❑
Use by an employer or its agents or insurer to obtain or verify information relating to a holder of a
commercial driver's license that is required under Chapter 313 of Title 49 of the United States Code.
El
For use in providing notice to the owners of towed or impounded vehicles.
❑
For use in connection with the operation of private toll transportation facilities.
With regard to the information that is subject to the DPPA, some state laws' permissible uses may vary from the
permissible uses identified above. In such cases, some state information may not be available under each
permissible use listed above and/or Customer may be asked to certify to a permissible use permitted by applicable
state law to obtain information from a specific state.
Customer agrees and certifies it will use the information described above only in accordance with the permissible
uses selected above or those selected subsequently in connection with a specific information request.
SECTION 3. QUALIFIED ACCESS
Certain users ("Authorized Users' may be able to obtain full social security numbers (nine (9) digits) and driver's
license numbers (collectively, "QA Data'J, when appropriate, through some LN Services. Only those users that are
within the Authorized User List below, and that use QA Data for an Authorized Use identified below, may qualify.
To potentially qualify as an Authorized User, Customer must certify that its business is within the Authorized User
List below and its use of QA Data is within the Authorized Use List below.
❑ Customer is NOT requesting access to QA Data. Proceed to SECTION 4. DEATH MASTER FILE
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❑ Customer is requesting access to QA Data. Complete the sections below.
What department will be using QA
Data?
SOCIAL SECURITY NUMBERS
❑ Not an authorized user. Proceed to DRIVER'S LICENSE NUMBERS
❑ Federal, state or local government agency with law enforcement responsibilities.
❑ Special investigative unit, subrogation department and claims department of a private or public insurance
COMIDany for the purposes of detecting, investigating or preventing fraud.
❑ Financial institution for the purposes of (a) detecting, investigating or preventing fraud, (b) compliance
with federal or state laws or regulations, (c) collecting debt on their own behalf, and (d) such other uses
as shall be appropriate and lawful.
❑ Collection department of a creditor.
❑ Collection company acting on behalf of a creditor or on its own behalf.
❑ Other public or private entity for the purpose of detecting, investigating or preventing fraud. Describe your
business:
1. AUTHORIZED USER (At least one (1) must be checked to receive Social Security Numbers)
2. AUTHORIZED USE (At least one (1) must be checked to receive Social Security Numbers)
❑ I Location of suspects or criminals.
❑ I Location of non-custodial parents allegedly owing child support and ex -spouses allegedly owing spousal
❑ j Location of individuals alleged to have failed to pay taxes or other lawful debts.
❑ Identity verification.
❑ Other uses similar to those described above. Describe your use:
By selecting above, the Customer certifies that it is an Authorized User, and that it will use Social Security Numbers
only for the purpose(s) it designated on the Authorized Use List and for no other purpose(s).
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DRIVER'S LICENSE NUMBERS
❑ Not an authorized user. Proceed to SECTION 4. DEATH MASTER FILE
1. AUTHORIZED USER (At least one (1) must be checked to receive Driver's License Numbers)
❑ 1 Federal state or local government agency with law enforcement responsibilities.
FEDISpecial investigative unit, subrogation department and claims department of a private or public insurance
company for the ur oses of detectin investi atinu or preventing fraud.
Financial institution for the purposes of (a) detecting, investigating or preventing fraud, (b) compliance
with federal or state laws or regulations, (c) collecting debt on their own behalf, and (d) such other uses
as shall be appropriate and lawful.
❑ I Collection department of a creditor.
❑ Collection company acting on behalf of a creditor or on its own behalf.
❑ Other public or private entity for the purpose of detecting, investigating or preventing fraud. Describe
your business:
2. AUTHORIZED USE At least one 1 must be checked to receive Driver's License Numbers)
❑ Location of suspects or criminals.
Location of non-custodial parents allegedly owing child support and ex -spouses allegedly owing spousal
Location of individuals alleged to have failed to pay taxes or other lawful debts.
Identity verification.
Other uses similar to those described above. Describe your use:
By selecting above, the Customer certifies that it is an Authorized User, and that it will use Driver's License
Numbers only for the purpose(s) it designated on the Authorized Use List and for no other purpose(s).
SECTION 4. DEATH MASTER FILE
For access to Limited Access DMF Data only.
❑ No permissible purpose. Proceed to AUTHORIZATION AND ACCEPTANCE OF TERMS
Definitions. For purposes of this Certification, these terms are defined as follows:
a. DMF Agreement: The Limited Access Death Master File Non-federal Licensee Agreement for Use and
Resale executed by LexisNexis Risk Data Retrieval Services LLC, on behalf of itself, its affiliates and
subsidiaries, and its and their successors, with the federal government (NTIS, as below defined). The
DMF Agreement form is found at -N.lexisnexis.com/risklDMFDocuments.
b. Certification Form: The Limited Access Death Master File Subscriber Certification Form executed by
LexisNexis Risk Data Retrieval Services LLC, on behalf of itself, its affiliates and subsidiaries, and its
and their successors, with the federal government (NTIS, as below defined). The Certification Form is
found at www.lexisnexis.com/risk/DMFDocuments.
c. DMF: The federal Death Master File.
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d. NTIS: National Technical Information Service, U.S. Department of Commerce
e. Open Access DMF: The DMF product made available through LN, which obtains the data from NTIS,
and which does not include DMF with respect to any deceased individual at any time during the three -
calendar -year period beginning on the date of the individual's death. Open Access DMF data should
not be accessed pursuant to this Certification but should be accessed pursuant to a customer contract
for such DMF data that is not Limited Access DMF.
f. Limited Access DMF: Limited Access DMF includes DMF data with respect to any deceased individual
at any time during the three -calendar -year period beginning on the date of the individual's death.
Limited Access DMF is made available through LN as a Certified Person, by NTIS. This Certification
governs Customer's access to Limited Access DMF from LN (or the applicable LN affiliate), whether full
or partial Limited Access DMF records or indicators of deceased status, and via any format, including
online, XML feed, or in-house file processing through LN.
II. Certification.
Customer's access to the Limited Access DMF requires certification of purpose, as required by 15 CFR Part 1110
and section 1001 of Title 18, United States Code. Customer hereby certifies that it has the indicated permissible
purpose(s) under part (a) of this Section II ("Certification's and that it meets the requirements of part (b) of
this Section II:
(a) Such Customer has a legitimate fraud prevention interest, or has a legitimate business purpose pursuant
to a law, governmental rule, regulation, or fiduciary duty, will use the Limited Access DMF only for such
purpose(s), and specifies the basis for so certifying as (choose any applicable purposes that apply to
Customer's use):
❑ Legitimate Fraud Prevention Interest: Customer has a legitimate fraud prevention interest to detect
and prevent fraud and/or to confirm identities across its commercial business and/or government
activities.
❑ Legitimate Business Purpose Pursuant to a Law, Governmental Rule, Regulation, or Fiduciary Duty:
Customer has one or more of the purposes permitted under 42 USC 1306c including fraud prevention
and ID verification purposes. Customer's specific purpose(s) for obtaining Limited Access DMF data
under this Certification is:
❑ Fraud Prevention and identity verification purposes
❑ For uses permitted or required by law
❑ For uses permitted or required by governmental rules
❑ For uses permitted or required by regulation
❑ For uses necessary to fulfill or avoid violating fiduciary duties
and
(b) Customer has systems, facilities, and procedures in place to safeguard Limited Access DMF, and experience
in maintaining the confidentiality, security, and appropriate use of such information, pursuant to
requirements similar to the requirements of section 6103(p)(4) of the Internal Revenue Code of 1986, and
(c) Customer agrees to satisfy the requirements of such section 6103(p)(4) as if such section applied to
Customer.
III. Flow -down Agreement Terms and Conditions
The Parties agree that the following terms and conditions are applicable to Customer and ordering, access to,
and use of Limited Access DMF:
1. Compliance with Terms of Agreement and CFR. Customer of Limited Access DMF must comply with
the terms of the DMF Agreement and the requirements of 15 CFR Part 1110, as though set forth as a
Subscriber therein, and Customers may not further distribute the Limited Access DMF.
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2. Change in Status. Should Customer's status change such that it would no longer have a permissible
purpose to access Limited Access DMF under this Addendum, Customer agrees to immediately notify LN in
writing in the manner and format required for notices under the Contract. Should Customer cease to have
access rights to Limited Access DMF, Customer shall destroy all Limited Access DMF, and will certify to LN
in writing that is has destroyed all such DMF.
3. Security and Audit. Customer will at all times have security provisions in place to protect the Limited
Access DMF from being visible, searchable, harvestable or in any way discoverable on the World Wide Web.
Customer understands that any successful attempt by any person to gain unauthorized access to or use of
the Limited Access DMF provided by LN may result in immediate termination of Customer's access and this
Addendum. In addition, any successful attempt by any person to gain unauthorized access may under
certain circumstances result in penalties as prescribed in 15 CFR § 1110.200 levied on Customer and the
person attempting such access. Customer will take appropriate action to ensure that all persons accessing
the Limited Access DMF it obtains from LN are aware of their potential liability for misuse or attempting to
gain unauthorized access. Any such access or attempted access is a breach, or attempted breach, of
security and Customer must immediately report the same to NTIS at dmfcert(,5ntis.gov: and to LN by
written notification to the LN Information Assurance and Data Protection Organization at 1000 Alderman
Drive, Alpharetta, Georgia 30005 and by email (security.investigations@lexisnexis.com) and by phone (1-
888-872-5375). Customer agrees to be subject to audit by LN and/or NTIS-to determine Customer's
compliance with the requirements of this Addendum, the Agreement, and 15 CFR Part 1110. Customer
agrees to retain a list of all employees, contractors, and subcontractors to which it provides Limited Access
DMF and to make that list available to NTIS and/or LN as part of any audits conducted hereunder. Customer
will not resell or otherwise redistribute the Limited Access DMF.
4. Penalties. Customer acknowledges that failure to comply with the provisions of paragraph (3) of the
Certification Form may subject Customer to penalties under 15 CFR § 1110.200 of $1,000 for each
disclosure or use, up to a maximum of $250,000 in penalties per calendar year, or potentially uncapped for
willful disclosure.
S. Law, Dispute Resolution, and Forum. Customer acknowledges that this Addendum is governed by the
terms of federal law. Customer acknowledges that the terms of Section 14 of the Agreement govern
disagreement handling, and, without limitation to the foregoing, that jurisdiction is federal court.
6. Liability. The U.S. Government/NTIS and LN (a) make no warranty, express or implied, with respect to
information provided under the Agreement, including but not limited to, implied warranties of
merchantability and fitness for any particular use; (b) assume no liability for any direct, indirect or
consequential damages flowing from any use of any part of the Limited Access DMF, including infringement
of third party intellectual property rights; and (c) assume no liability for any errors or omissions in Limited
Access DMF. The Limited Access DMF does have inaccuracies and NTIS and the Social Security
Administration (SSA), which provides the DMF to NTIS, and LN, do not guarantee the accuracy of the
Limited Access DMF. SSA does not have a death record for all deceased persons. Therefore, the absence
of a particular person in the Limited Access DMF is not proof that the individual is alive. Further, in rare
instances, it is possible for the records of a person who is not deceased to be included erroneously in the
Limited Access DMF. Customer specifically acknowledges the terms of Attachment B to the Agreement,
which terms apply to Customer.
7. Indemnification. To the extent not prohibited by law, Customer shall indemnify and hold harmless NTIS
and the Department of Commerce from all claims, liabilities, demands, damages, expenses, and losses
arising from or in connection with Customer's, Customer's employees', contractors', or subcontractors' use
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of the Limited Access DMF. This provision will include any and all claims or liability arising from intellectual
property rights.
S. Survival. Provisions hereof related to indemnification, use and protection of Limited Access DMF, audit,
disclaimer of warranties, and governing law shall survive termination of this Addendum.
9. Conflict of Terms. Customer acknowledges that the terms of this Addendum, in the event of conflict
with the terms of the Contract, apply in addition to, and not in lieu of, such Contract terms, with respect
to the Limited Access DMF only.
AUTHORIZATION AND ACCEPTANCE OF TERMS
I HEREBY CERTIFY that I have direct knowledge of the facts stated above and that I am authorized to execute
this Certification on behalf of the Customer listed above.
CUSTOMER:
Signature
Print Name
Title
Dated
CommandCentral Aware
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(mm/dd/yy)
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MSI AZURE GOVCLOUD
SERVICES COMPLIANCE
DETAILS
Table of MSI Azure GovCloud Services Compliance Details is provided separately.
CommandCentral Aware
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MSl Azure GovCloud Services Compliance Details Appendix A-1