Motorola’s use without charge and may be removed from Customer’s premises by Motorola at any time without restriction. Customer will safeguard all tools and equipment while in Customer’s custody or control, and be liable for any loss or damage. Upon the expiration or earlier termination of this Agreement, Customer, at its expense, will return to Motorola all tools and equipment in its possession or control.
2.7. Authorized Users. Customer will ensure its em ployees and Authorized Users comply with the terms of this Agreement and will be liable for all acts and omissions of its employees and Authorized Users. Customer is responsible for the secure management of Authorized Users’ names, passwords and login cred entials for access to Products and Services. “ Authorized Users” are Customer’s employees, full-time contractors engaged for the purpose of supporting the Products and Services that are not competitors of Motorola, and the entities (if any) specified in an Ordering Document or otherwise approved by Motorola in writing (email from an authorized Motorola signatory accepted), which may include affiliates or other Customer agencies.
2.8. Export Control. Customer, its employees, and any other Authorized Users will not access or use the Products and Services in any jurisdiction in which the provision of such Products and Services is prohibited under applicable laws or regulations (a “ Prohibited Jurisdiction”), and Customer will not provide access to the Products and Ser vices to any government, entity, or individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it and its Authorized Users are not named on any U.S. government list of persons prohibited from receiving U.S. exports, or trans acting with any U.S. person; (b) it and its Authorized Users are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit its Authorized Users to access or use the Products or Services in violation of any U.S . or other applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized Users will comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which Customer, its employees, and the Authorized Users are located.
2.9. Change Orders. Unless a different change control process is agreed upon in writing by the Parties, a Party may request changes to an Addendum or an Ordering Document by submitting a change order to the other Party (each, a “ Change Order”). If a requested change in a Change Order causes an increase or decrease in the Products or Services, the Parties by means of the Change Order will make appropriate adjustments to the Fees, project schedule, or other matters. Change Orders are effective and binding on the Parties only upon execution of the Change Order by an authorized representative of both Parties.
3. Term and Termination.
3.1. Term. The term of this MCA (“Term”) will commence on the Effective Date and continue until six (6) months after the later of (a) the termination, expiration, or discontinuance of services under the last Ordering Document in effect, or (b) the expiration of all applicable warranty periods, unless the MCA is earlier terminated as set forth herein. The applicable Addendum or Ordering Document will set forth the term for the Products and Services governed thereby.
3.2. Termination. Either Party may terminate the Agreement or the applicable Addendum or Ordering Document if the other Party breaches a material obligation under the Agreement and does not cure such breach within thirty (30) days after receipt of notice of the breach or fails to produce a cure plan within such period of time. Each Addendum and Ordering Document may be separately terminable as set forth therein.
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3.3. Suspension of Services. Motorola may terminate or suspend any Products or Services under an Ordering Document if Motorola determines: (a) the related Product license has expired or has terminated for any reason; (b) the applicable Product is being used on a hardware platform, operating system, or version not approved by Motorola; (c) Customer fails to make any payments when due; or (d) Customer fails to comply with any of its other obligations or otherwise delays Motorola’s a bility to perform.
3.4. Effect of Termination or Expiration . Upon termination for any reason or expiration of this Agreement, an Addendum, or an Ordering Document, Customer and the Authorized Users will return or destroy (at Motorola’s option) all Motorola Mate rials and Motorola’s Confidential Information in their possession or control and, as applicable, provide proof of such destruction, except that Equipment purchased by Customer should not be returned. If Customer has any outstanding payment obligations under this Agreement, Motorola may accelerate and declare all such obligations of Customer immediately due and payable by Customer. Notwithstanding the reason for termination or expiration, Customer must pay Motorola for Products and Services already delivered . Customer has a duty to mitigate any damages under this Agreement, including in the event of default by Motorola and Customer’s termination of this Agreement.
4. Payment and Invoicing.
4.1. Fees. Fees and charges applicable to the Products and Services (the “Fees”) will be as set forth in the applicable Addendum or Ordering Document, and such Fees may be changed by Motorola at any time, except that Motorola will not change the Fees for Products and Services purchased by Customer during the term of an active Ordering Document or during a Subscription Term (as defined and further described in the applicable Addendum). Changes in the scope of Services described in an Ordering Document may require an adjustment to the Fees due under such Ordering Document. If a specific invoicing or payment schedule is set forth in the applicable Addendum or Ordering Document, such schedule will apply solely with respect to such Addendum or Ordering Document. Unless otherwise specified in the applicable Ordering Document, the Fees for any Services exclude expenses associated with unusual and costly Site access requirements (e.g., if Site access requires a helicopter or other equipment), and Customer will reimburse Motorola for these or other expenses incurred by Motorola in connection with the Services.
4.2. Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes, assessments, duties, or regulatory charges or contribution requirements (collectively, “Taxes”), all of which will be paid by Customer, except as exem pt by law, unless otherwise specified in an Ordering Document. If Motorola is required to pay any Taxes, Customer will reimburse Motorola for such Taxes (including any interest and penalties) within thirty (30) days after Customer’s receipt of an invoice therefore. Customer will be solely responsible for reporting the Products for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income and net worth.
4.3. Invoicing. Motorola will invoice Customer at the frequency set forth in the applicable Addendum or Ordering Document, and Customer will pay all invoices within thirty (30) days of the invoice date or as otherwise specified in the applicable Addendum or Ordering Document. Late payments will be subject to interest charges at the maximum rate permitted by law, commencing upon the due date.
Motorola may invoice electronically via email, and Customer agrees to receive invoices via email at the email address set forth in an Ordering Document. Customer acknowledges and agrees that a purchase order or other notice to proceed is not required for payment for Products or Services.
5. Sites; Customer-Provided Equipment; Non-Motorola Content.
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5.1. Access to Sites. Customer will be responsible for providing all necessary permits, licenses, and other approvals necessary for the installation and use of the Products and the performance of the Services at each applicable Site, including for Motorola to perform its obligations hereunder, and for facilitating Motorola’s access to the Sites. No waivers of liability will be imposed on Motorola or its subcontractors by Customer or others at Customer facilities or other Sites, but if and to the extent any such waivers are imposed, the Parties agree such waivers are void.
5.2. Site Conditions. Customer will ensure that (a) all Sites are safe and secure, (b) Site conditions meet all applicable industry and legal standards (including standards promulgated by OSHA or other governmental or regulatory bodies), (c) to the extent applicable, Sites have adequate physical space, air conditioning, and other environmental conditions, electrical power outlets, distribution, equipment, connections, and telephone or other communication lines (including modem access and interfacing networking capabilities), and (d) Sites are suitable for the installation, use, and maintenance of the Products and Services. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date.
5.3. Site Issues. Motorola will have the right at any time to inspect the Sites and advise Customer of any deficiencies or non -conformities with the requirements of this Section 5 – Sites; Customer- Provided Equipment; Non-Motorola Content. If Motorola or Customer identifies any deficienc ies or non-conformities, Customer will promptly remediate such issues or the Parties will select a replacement Site. If a Party determines that a Site identified in an Ordering Document is not acceptable or desired, the Parties will cooperate to investigat e the conditions and select a replacement Site or otherwise adjust the installation plans and specifications as necessary. A change in Site or adjustment to the installation plans and specifications may cause a change in the Fees or performance schedule un der the applicable Ordering Document.
5.4. Customer-Provided Equipment. Certain components, including equipment and software, not provided by Motorola may be required for use of the Products and Services (“ Customer-Provided Equipment”). Customer will be responsible, at its sole cost and expense, for providing and maintaining the Customer-Provided Equipment in good working order. Customer represents and warrants that it has all rights in Customer -Provided Equipment to permit Motorola t o access and use the applicable Customer-Provided Equipment to provide the Products and Services under this Agreement, and such access and use will not violate any laws or infringe any third-party rights (including intellectual property rights). Customer ( and not Motorola) will be fully liable for Customer -Provided Equipment, and Customer will immediately notify Motorola of any Customer-Provided Equipment damage, loss, change, or theft that may impact Motorola’s ability to provide the Products and Services under this Agreement, and Customer acknowledges that any such events may cause a change in the Fees or performance schedule under the applicable Ordering Document.
5.5. Non-Motorola Content. In certain instances, Customer may be permitted to access, use, or integrate Customer or third-party software, services, hardware, content, and data that is not provided by Motorola (collectively, “ Non-Motorola Content ”) with or through the Products and Services. If Customer accesses, uses, or integrates any Non -Motorola Content with the Products or Services, Customer will first obtain all necessary rights and licenses to permit Customer’s and its Authorized Users’ use of the Non -Motorola Content in connection with the Products and Services. Customer will also obtain the ne cessary rights for Motorola to use such Non -Motorola Content in connection with providing the Products and Services, including the right for Motorola to access, store, and process such Non-Motorola Content (e.g., in connection with Subscription Software), and to otherwise enable interoperation with the Products and Services. Customer represents and warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or integrating the applicable Non -Motorola Content with the Products and Services, and that Customer and its Authorized Users will comply with Baldwin Park Police Department March 21, 2024
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any terms and conditions applicable to such Non -Motorola Content. If any Non -Motorola Content require access to Customer Data (as defined below), Customer hereby authorizes Motorola to allow the provider of such Non-Motorola Content to access Customer Data, in connection with the interoperation of such Non-Motorola Content with the Products and Services. Customer acknowledges and agrees that Motorola is not responsible for, and makes no representations or warranties with respect to, the Non-Motorola Content (including any disclosure, modification, or deletion of Customer Data resulting from use of Non-Motorola Content or failure to properly interoperate with the Products and Services). If Customer receives notice that any Non -Motorola Content must be removed, modified, or disabled within the Products or Services, Customer will promptly do so. Motorola will have the right to disable or remove Non-Motorola Content if Motorola believes a vio lation of law, third -party rights, or Motorola’s policies is likely to occur, or if such Non-Motorola Content poses or may pose a security or other risk or adverse impact to the Products or Services, Motorola, Motorola’s systems, or any third party (including other Motorola customers). Motorola may provide certain Non-Motorola Content as an authorized sales representative of a third party as set out in an Ordering Document. As an authorized sales representative, the third party’s terms and conditions, as set forth in the Ordering Document, will apply to any such sales. Any orders for such Non-Motorola Content will be filled by the third party. Nothing in this Section will limit the exclusions set forth in Section 7.2 – Intellectual Property Infringement.
5.6. End User Licenses. Notwithstanding any provision to the contrary in the Agreement, certain Non-Motorola Content software are governed by a separate license, EULA, or other agreement, including terms governing third-party equipment or software, such as open source software, included in the Products and Services. Customer will comply, and ensure its Authorized Users comply, with any such additional terms applicable to third -party equipment or software. If provided for in the separate third party license, Customer may have a right to receive source code for such software; a copy of such source code may be obtained free of charge by contacting Motorola.
6. Representations and Warranties.
6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) it has the right to enter into the Agreement and perform its obligations hereunder, and (b) the Agreement will be binding on such Party.
6.2. Motorola Warranties. Subject to the disclaimers and exclusions below, Motorola represents and warrants that (a) Services will be provided in a good and workmanlike manner and will conform in all material respects to the descriptions in the applicable Ordering Document; and (b) for a period of ninety (90) days commencing upon the Service Completion Date for one-time Services, the Services will be free of material defects in materials and workmanship. Other than as set forth in subsection (a) above, recurring Services are not warranted but rather will be subject to the requirements of the applicable Addendum or Ordering Document. Motorola provides other express warranties for Motorola - manufactured Equipment, Motorola-owned software Products, and certain Services. Such express warranties are included in the applicable Addendum or Ordering Document. Such representations and warranties will apply only to the applicable Product or Service that is the subject of such Addendum or Ordering Document.
6.3. Warranty Claims; Remedies . To assert a warranty claim, Customer must notify Motorola in writing of the claim prior to the expiration of any warranty period set forth in this MCA or the applicable Addendum or Ordering Document. Unless a different remedy is otherwise expressly set f orth for a particular warranty under an Addendum, upon receipt of such claim, Motorola will investigate the claim and use commercially reasonable efforts to repair or replace any confirmed materially non-conforming Product or re -perform any non-conforming Service, at its option. Such remedies are Customer’s sole Baldwin Park Police Department March 21, 2024
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and exclusive remedies for Motorola’s breach of a warranty. Motorola’s warranties are extended by Motorola to Customer only, and are not assignable or transferrable.
6.4. Pass-Through Warranties. Notwithstanding any provision of this Agreement to the contrary, Motorola will have no liability for third -party software or hardware provided by Motorola; provided, however, that to the extent offered by third -party providers of software or hardware and to the e xtent permitted by law, Motorola will pass through express warranties provided by such third parties.
6.5. WARRANTY DISCLAIMER . EXCEPT FOR THE EXPRESS AND PASS THROUGH
WARRANTIES IN THIS AGREEMENT, PRODUCTS AND SERVICES PURCHASED HEREUNDER ARE PROVIDED “AS I S” AND WITH ALL FAULTS. WARRANTIES SET FORTH IN THE
AGREEMENT ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS AND SERVICES AND
MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY. MOTOROLA DOES NOT REPRESENT OR WARRANT THAT USE
OF THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT THEY WILL MEET CUSTOMER’S PARTICULAR REQUIREMENTS.
7. Indemnification.
7.1. General Indemnity. Motorola will defend, indemnify, and hold Customer harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual third -party claim, demand, action, or proceeding (“ Claim”) for personal injury, death, or direct damage to tangible property to the extent caused by Motorola’s negligence, gross negligence or willful misconduct while performing its duties under an Ordering Document or an Addendum, except to the extent the claim arises from Customer’s negligence or willful misconduct. Motorola’s duties under this Section 7.1 – General Indemnity are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Claim.
7.2. Intellectual Property Infringement. Motorola will defend Customer against any third -party claim alleging that a Motorola -developed or manufactured Product or Service (the “ Infringing Product”) directly infringes a United States patent or copyright (“Infringement Claim”), and 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. Motorola’s duties under this Section 7.2 – Intellectual Property Infringement are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Infringement Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Infringement Claim.
7.2.1. 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 Infringing Product; (b) replace or modify the Infringing Product so that it becom es non- infringing; or (c) grant Customer (i) a pro -rated refund of any amounts pre -paid for the Infringing Product (if the Infringing Product is a software Product, i.e., Licensed Software or Subscription Software) or (ii) a credit for the Infringing Produ ct, less a reasonable Baldwin Park Police Department March 21, 2024
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charge for depreciation (if the Infringing Product is Equipment, including Equipment with embedded software).
7.2.2. In addition to the other damages disclaimed under this Agreement, Motorola will have no duty to defend or indemnify Custome r for any Infringement Claim that arises from or is based upon: (a) Customer Data, Customer-Provided Equipment, Non-Motorola Content, or third-party equipment, hardware, software, data, or other third-party materials; (b) the combination of the Product or Service with any products or materials not provided by Motorola; (c) a Product or Service designed, modified, or manufactured in accordance with Customer’s designs, specifications, guidelines or instructions; (d) a modification of the Product or Service by a party other than Motorola; (e) use of the Product or Service in a manner for which the Product or Service was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to use or install an update to the Product or Service that is intended to correct the claimed infringement. In no event will Motorola’s liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the Infringing Product.
7.2.3. This Section 7.2 – Intellectual Property Infringement provides Customer’s sole and exclusive remedies and Motorola’s entire liability in the event of an Infringement Claim.
For clarity, the rights and remedies provided in this Section are subject to, and limited by, the restrictions set forth in Section 8 – Limitation of Liability below.
7.3. Customer Indemnity . Customer will defend, indemnify, and hold Motorola and its subcontractors, subsidiaries and other affiliates harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual or threatened third -party claim, demand, action, or proceedi ng arising from or related to (a) Customer-Provided Equipment, Customer Data, or Non -Motorola Content, including any claim, demand, action, or proceeding alleging that any such equipment, data, or materials (or the integration or use thereof with the Produ cts and Services) infringes or misappropriates a third -party intellectual property or other right, violates applicable law, or breaches the Agreement; (b) Customer -Provided Equipment’s failure to meet the minimum requirements set forth in the applicable Do cumentation or match the applicable specifications provided to Motorola by Customer in connection with the Products or Services; (c) Customer’s (or its service providers, agents, employees, or Authorized User’s) negligence or willful misconduct; and (d) Customer’s or its Authorized User’s breach of this Agreement.
This indemnity will not apply to the extent any such claim is caused by Motorola’s use of Customer - Provided Equipment, Customer Data, or Non-Motorola Content in violation of the Agreement. Motorola will give Customer prompt, written notice of any claim subject to the foregoing indemnity. Motorola will, at its own expense, cooperate with Customer in its defense or settlement of the claim.
8. Limitation of Liability.
8.1. DISCLAIMER OF CONSEQUENTIAL DAMAGES . EXCEPT FOR PERSONAL INJURY OR
DEATH, MOTOROLA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “ MOTOROLA PARTIES”) WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT (WHETHER UNDER MOTOROLA’S INDEMNITY OBLIGATIONS, A CAUSE OF
ACTION FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR OTHERWISE) FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR
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CUSTOMER OR ANY THIRD PARTY OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE FORESEEABLE.
8.2. DIRECT DAMAGES . EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL
AGGREGATE LIABILITY OF THE MOTOROLA PARTIES, WHETHER BASED ON A CLAIM IN
CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO OR ARISING OUT OF THE
AGREEMENT WILL NOT EXCEED THE FEES SET FORTH IN THE ORDERING DOCUMENT UNDER WHICH THE CLAIM AROSE. NOTWITHSTANDING THE FOREGOING, FOR ANY SUBSCRIPTION SOFTWARE OR FOR ANY RECURRING SERVICES, THE MOTOROLA PARTIES’
TOTAL LIABILITY FOR ALL CLAIMS RELATED TO SUCH PRODUCT OR RECURRING SERVICES
IN THE AGGREGATE WILL NOT EXCEED THE TOTAL FEES PAID FOR SUCH SUBSCRIPTION
SOFTWARE OR RECURRING SERVICE, AS APPLICABLE, DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE FIRST CLAIM AROSE.
8.3. ADDITIONAL EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A)
CUSTOMER DATA, INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DATA AVAILABLE THROUGH THE PRODUCTS OR SERVICES; (B) CUSTOMER-PROVIDED EQUIPMENT,
NON-MOTOROLA CONTENT, THE SITES, OR THIRD-PARTY EQUIPMENT, HARDWARE,
SOFTWARE, DATA, OR OTHER THIRD-PARTY MATERIALS, OR THE COMBINATION OF PRODUCTS AND SERVICES WITH ANY OF THE FOREGOING; (C) LOSS OF DATA OR HACKING, RANSOMWARE, OR OTHER THIRD-PARTY ATTACKS OR DEMANDS; (D) MODIFICATION OF PRODUCTS OR SERVICES BY ANY PERSON OTHER THAN MOTOROLA; (E)
RECOMMENDATIONS PROVIDED IN CONNECTION WITH OR BY THE PRODUCTS AND SERVICES; (F) DATA RECOVERY SERVICES OR DATABASE MODIFICATIONS; OR (G) CUSTOMER’S OR ANY AUTHORIZED USER’S BREACH OF THIS AGREEMENT OR MISUSE OF THE PRODUCTS AND SERVICES.
8.4. Voluntary Remedies . Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed issues in Section 8.3 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable.
8.5. Statute of Limitations . Customer may not bring any claims against a Motorola Party in connection with this Agreement or the Products and Services more than one (1) year after the date of accrual of the cause of action.
9. Confidentiality.
9.1. Confidential Information. “Confidential Information” means any and all non -public information provided by one Party (“Discloser”) to the other (“Recipient”) that is disclosed under this Agreement in oral, written, graphic, machine recognizable, or sample form, being clearly designated, labeled or marked as confidential or its equivalent or that a reasonable businessperson would consider non-public and confidential by its nature. With respect to Motorola, Confidential Information will also include Products and Services, and Documentation, as well as any other information relating to the Products and Services. The nature and existence of this Agreement are considered Confidential Information of the Parties. In order to be considered Confidential Information, information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by Discloser by submitting a written document to Recipient within thirty (30) days after such disclosure. The written document must contain Baldwin Park Police Department March 21, 2024
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a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent.
9.2. Obligations of Confidentiality. During the Term and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (a) not disclose Confidential Information to any third party, except as expressly permitted in this Section 9 - Confidentiality; (b) restrict disclosure of Confidential Information to only those employees (including, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiar ies of the same parent company), agents or consultants who must access the Confidential Information for the purpose of, and who are bound by confidentiality terms substantially similar to those in, this Agreement; (c) not copy, reproduce, reverse engineer, de-compile or disassemble any Confidential Information; (d) 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; (e) promptly notify Di scloser 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 (f) only use the Confidential Information as needed to fulfill its obligations and secure its rights under this Agreement.
9.3. Exceptions. Recipient is not obligated to maintain as confidential any information that Recipient can demonstrate by documentation (a) i s publicly available at the time of disclosure or becomes available to the public without breach of this Agreement; (b) is lawfully obtained from a third party without a duty of confidentiality to Discloser; (c) is otherwise lawfully known to Recipient pri or to such disclosure without a duty of confidentiality to Discloser; or (d) is independently developed by Recipient without the use of, or reference to, any of Discloser’s Confidential Information or any breach of this Agreement. Additionally, Recipient may disclose Confidential Information to the extent required by law, including a judicial or legislative order or proceeding.
9.4. Ownership of Confidential Information . All Confidential Information is and will remain the property of Discloser and will not be co pied or reproduced without the express written permission of Discloser (including as permitted herein). Within ten (10) days of receipt of Discloser’s written request, Recipient will return or destroy all Confidential Information to Discloser along with al l copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed.
However, Recipient may retain (a) one (1) archival copy of the Confidential Information for use only in case of a dispute concerning this Agreem ent and (b) Confidential Information that has been automatically stored in accordance with Recipient’s standard backup or recordkeeping procedures, provided, however that Recipient will remain subject to the obligations of this Agreement with respect to any Confidential Information retained subject to clauses (a) or (b). No license, express or implied, in the Confidential Information is granted to the Recipient other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. Discloser represents and warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement.
10. Proprietary Rights; Data; Feedback.
10.1. Data Definitions. The following terms will have the stated meanings: “Customer Contact Data” means data Motorola collects from Customer, its Authorized Users, and their end users for business contact purposes, including marketing, advertising, licensing and sales purposes; “Service Use Data” means data generated by Customer’s use of the Products and Services or by Motorola’s support of the Products and Services, including personal information, product performance and error information, activity logs and date and time of use; “ Customer Data ” means data, information, a nd content, including images, text, videos, documents, audio, telemetry, location and structured data base records, provided by, through, or on behalf of Customer, its Authorized Users, and their end users through the Baldwin Park Police Department March 21, 2024
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use of the Products and Services. Cus tomer Data does not include Customer Contact Data, Service Use Data, or information from publicly available sources or other Third -Party Data or Motorola Data; “Third-Party Data” means information obtained by Motorola from publicly available sources or its third party content providers and made available to Customer through the Products or Services; “ Motorola Data” means data owned or licensed by Motorola; “Feedback” means comments or information, in oral or written form, given to Motorola by Customer or Au thorized Users, including their end users, in connection with or relating to the Products or Services; and “Process” or “Processing” means any operation or set of operations which is performed on personal information or on sets of personal information, whether or not by automated means, such as collection, recording, copying, analyzing, caching, organization, structuring, storage, adaptation, or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available , alignment or combination, restriction, erasure or destruction.
10.2. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer with access to software, tools, data, and other materials, including designs, utilities, models, methodologies, systems, and specifications, which Motorola has developed or licensed from third parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de - compilations, disassemblies, or derivative works of the foregoing, whether made by Motorola or another party) (collectively, “ Motorola Materials ”). The Products and Services, Motorola Data, Third -Party Data, and Documentation, are considered Motorola Materials. Except when Motorola has expressly transferred title or other interest to Customer by way of an Addendum or Ordering Document, the Motorola Materials are the property of Motorola or its licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola Materials (includi ng, all rights in patents, copyrights, trademarks, trade names, trade secrets, know -how, other intellectual property and proprietary rights, and all associated goodwill and moral rights). For clarity, this Agreement does not grant to Customer any shared de velopment rights in or to any Motorola Materials or other intellectual property, and Customer agrees to execute any documents and take any other actions reasonably requested by Motorola to effectuate the foregoing. Motorola and its licensors reserve all rights not expressly granted to Customer, and no rights, other than those expressly granted herein, are granted to Customer by implication, estoppel or otherwise. Customer will not modify, disassemble, reverse engineer, derive source code or create derivative works from, merge with other software, distribute, sublicense, sell, or export the Products and Services or other Motorola Materials, or permit any third party to do so.
10.3. Ownership of Customer Data. Customer retains all right, title and interest, including intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to Customer Data except those rights granted under this Agreement including the right to Process and use the Customer Data as set forth in Section 10.4 – Processing Customer Data below and in other applicable Addenda. The Parties agree that with regard to the Processing of personal information which may be part of Customer Data, Customer is the controller and Motorola is the processor, and may engage sub -processors pursuant to Section 10.4.3 – Sub-processors.
10.4. Processing Customer Data.
10.4.1. Motorola Use of Customer Data . To the extent permitted by law, Customer grants Motorola and its subcontractors a right to use Customer Data and a royalty -free, worldwide, non-exclusive license to use Customer Data (including to process, host, cache, store, reproduce, copy, modify, combine, analyze, create derivative works from such Customer Data and to communicate, transmit, and distribute such Customer Data to third parties engaged by Motorola) to (a) perform Services and provide Products under the Agreement, (b) analyze the Customer Data to operate, maintain, manage, and improve Motorola Products and Services, and (c) create new products and services.
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Customer agrees that this Agreement, along with the Documentation, are Customer’s complete and final documented instructions to Motorola for the processing of Customer Data. Any additional or alternate instructions must be agreed to according to the Change Order process. Customer represents and warrants to Motorola that Customer’s instructions, including appointment of Motorola as a processor or sub -processor, have been authorized by the relevant controller.
10.4.2. Collection, Creation, Use of Customer Data . Customer further represents and warrants that the Customer Data, Customer’s collection, creation, and use of the Customer Data (including in connection with Motorola’s Products and Services), and Motorola’s use of such Customer Data in accordance with the Agreement, will comply with all laws and will not violate any applicable privacy notices or infringe any third -party rights (including intellectual property and privacy rights). It is Customer’s responsibility to obtain all required consents, provided all necessary notices, and meet any other applicable legal requirements with respect to collection and use (including Motorola’s use) of the Customer Data as described in the Agreement.
10.4.3. Sub-processors. Customer agrees that Motorola ma y engage sub -processors who in turn may engage additional sub-processors to Process personal data in accordance with this Agreement. When engaging sub -processors, Motorola will enter into agreements with the sub -processors to bind them to data processing o bligations to the extent required by law.
10.5. Data Retention and Deletion. Except as expressly provided otherwise under the Agreement, Motorola will delete all Customer Data following termination or expiration of this MCA or the applicable Addendum or Ordering Document, with such deletion to occur no later than ninety (90) days following the applicable date of termination or expiration, unless otherwise required to comply with applicable law. Any requests for the exportation or download of Customer Data must be made by Customer to Motorola in writing before expiration or termin ation, subject to Section 13.9 – Notices. Motorola will have no obligation to retain such Customer Data beyond expiration or termination unless the Customer has purchased extended storage from Motorola through a mutually executed Ordering Document.
10.6. Service Use Data . Customer understands and agrees that Motorola may collect and use Service Use Data for its own purposes, including the uses described below. Motorola may use Service Use Data to (a) operate, maintain, manage, and improve existing and create ne w products and services, (b) test products and services, (c) to aggregate Service Use Data and combine it with that of other users, and (d) to use anonymized or aggregated data for marketing, research or other business purposes. Service Use Data may be disclosed to third parties. It is Customer’s responsibility to notify Authorized Users of Motorola’s collection and use of Service Use Data and to obtain any required consents, provide all necessary notices, and meet any other applicable legal requirements with respect to such collection and use, and Customer represents and warrants to Motorola that it has complied and will continue to comply with this Section.
10.7. Third-Party Data and Motorola Data. Motorola Data and Third -Party Data may be available to Customer through the Products and Services. Customer and its Authorized Users may use Motorola Data and Third-Party Data as permitted by Motorola and the applicable Third -Party Data provider, as described in the applicable Addendum. Unless expressly permitted in t he applicable Addendum, Customer will not, and will ensure its Authorized Users will not: (a) use the Motorola Data or Third-Party Data for any purpose other than Customer’s internal business purposes; (b) disclose the data to third parties; (c) “white lab el” such data or otherwise misrepresent its source or ownership, or resell, distribute, sublicense, or commercially exploit the data in any manner; (d) use such data in violation of Baldwin Park Police Department March 21, 2024
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applicable laws; (e) remove, obscure, alter, or falsify any marks or proprietary rights notices indicating the source, origin, or ownership of the data; or (f) modify such data or combine it with Customer Data or other data or use the data to build databases. Additional restrictions may be set forth in the applicable Addendum. Any rights granted to Customer or Authorized Users with respect to Motorola Data or Third- Party Data will immediately terminate upon termination or expiration of the applicable Addendum, Ordering Document, or this MCA. Further, Motorola or the applicable Th ird-Party Data provider may suspend, change, or terminate Customer’s or any Authorized User’s access to Motorola Data or Third- Party Data if Motorola or such Third-Party Data provider believes Customer’s or the Authorized User’s use of the data violates th e Agreement, applicable law or Motorola’s agreement with the applicable Third-Party Data provider. Upon termination of Customer’s rights to use any Motorola Data or Third - Party Data, Customer and all Authorized Users will immediately discontinue use of such data, delete all copies of such data, and certify such deletion to Motorola. Notwithstanding any provision of the Agreement to the contrary, Motorola will have no liability for Third-Party Data or Motorola Data available through the Products and Services. Motorola and its Third-Party Data providers reserve all rights in and to Motorola Data and Third-Party Data not expressly granted in an Addendum or Ordering Document.
10.8. Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create any confidentiality obligation for Motorola, even if designated as confidential by Customer. Motorola may use, reproduce, license, and otherwise distribute and exploit the Feedback without any obligation or payment to Customer or Authorized Users and Customer represents and warrants that it has obtained all necessary rights and consents to grant Motorola the foregoing rights.
10.9. Improvements; Products and Services. The Parties agree that, notwithstanding any provision of this MCA or the Agreement to the contrary, all fixes, modifications and improvements to the Services or Products conceived of or made by or on behalf of Motorola that are based either in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise) are the exclusive prop erty of Motorola and all right, title and interest in and to such fixes, modifications or improvements will vest solely in Motorola. Customer agrees to execute any written documents necessary to assign any intellectual property or other rights it may have in such fixes, modifications or improvements to Motorola.
11. Force Majeure; Delays Caused by Customer.
11.1. Force Majeure. Except for Customer’s payment obligations hereunder, neither Party will be responsible for nonperformance or delayed performance due to even ts outside of its reasonable control. If performance will be significantly delayed, the affected Party will provide notice to the other Party, and the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule.
11.2. Delays Caused by Customer . Motorola’s performance of the Products and Services will be excused for delays caused by Customer or its Authorized Users or subcontractors, or by failure of any assumptions set forth in this Agreement (including in any Addendum or Or dering Document). In the event of a delay under this Section 11.2 – Delays Caused by Customer, (a) Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in writing) upon a reasonable extension to any applicable performan ce schedule, and (c) Customer will compensate Motorola for its out -of- pocket costs incurred due to the delay (including those incurred by Motorola’s affiliates, vendors, and subcontractors).
12. Disputes. The Parties will use the following procedure to resolve any disputes relating to or arising out of this Agreement (each, a “Dispute”):
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12.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the laws of the State of Illinois, unless Customer is the United States Government (or an agency thereof), in which case all matters relating to or arising out of the Agreement will be governed by the laws of the State in which the Products and Services are provided. The terms of the U.N. Convention on Contracts for the International Sa le of Goods and the Uniform Computer Information Transactions Act will not apply.
12.2. Negotiation; Mediation. Either Party may initiate dispute resolution procedures by sending a notice of Dispute (“ Notice of Dispute ”) to the other Party. The Parties will atte mpt to resolve the Dispute promptly through good faith negotiations, including 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). If a Dispute is not resolved through negotiation, either Party may initiate mediation by sending a notice of mediation (“ Notice of Mediation ”) to the other Party. The Parties will choose an independent mediator within thirty (30) days of such Notice of Mediation. Neither Party may unreasonably withhold consent to the selection of a mediator, but if the Parties are unable to agree upon a mediat or, either Party may request that the 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. All in person meetings under this Section 12.2 – Negotiation; Mediation will take place in Chicago, Illinois, and all communication relating to the Dispute resolution will be maintained in strict confidence by the Parties. Notwithstanding the foregoing, any Dispute arising from or relating to Motorola’s intellectual property rights will not be subject to negotiation or mediation in accordance with thi s Section, but instead will be decided by a court of competent jurisdiction, in accordance with Section 12.3 – Litigation, Venue, Jurisdiction below.
12.3. Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within sixty (60) days from the Notice of Mediation, either Party may submit the Dispute exclusively to a court in Cook County, Illinois. Each Party expressly consents to the exclusive jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any mediation.
13. General.
13.1. Compliance with Laws . Each Party will comply with applicable laws in connection with the performance of its obligations under this Agreement, including that Customer will ensure its and its Authorized Users’ use of the Products and Services complies with law (including privacy laws), and Customer will obtain any FCC and other licenses or authorizations (including licenses or authorizations required by foreign regulatory bodies) required for its and its Authorized Users’ use of the Products and Services. Motorola may, at its discretion, cease providing or otherwise modify Products and Services (or any terms related thereto in an Addendum or Ordering Document), in order to comply with any changes in applicable law.
13.2. Audit; Monitoring. Motorola will have the right to monitor and audit use of the Products, which may also include access by Motorola to Customer Data and Service Use Data. Customer will provide notice of such monitoring to its Authorized Users and obtain any required consents, including individual end users, and will cooperate with Motorola in any monitoring or audit. Customer will maintain during the Term, and for two (2) years thereafter, accurate records relating to any software licenses granted under this Agreement to verify compliance with this Agreement. Motorola or a third party (“ Auditor”) may inspect Customer’s and, as applicable, Authorized Users’ premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless Customer is found to be in violation of the terms of the Agreement, in which case Customer will be responsible for such expenses and costs.
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13.3. Assignment and Subcontracting. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party. Mo torola may assign or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection with a merger, acquisition or sale of all or substantially all of its assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding upon the Parties and their respective successors and assigns.
13.4. Waiver. A delay or omission by either Party to exercise any right under this Agreement will not be construed to be a waiver of such right. A waiver by either Party of any of the obligations to be performed by the other, or any breach thereof, will not be construed to be a waiver of any succeeding breach or of any ot her obligation. All waivers must be in writing and signed by the Party waiving its rights.
13.5. Severability. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision will be deemed to be modified to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remaining provisions of this Agreement will not be affected, and each such provision will be valid and enforceable to the full extent permitted by applicable law.
13.6. Independent Contractors . Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership, or formal business organization of any kind.
13.7. Third-Party Beneficiaries. The Agreement is entered into solely between, and may be enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create any right or cause of action in or on behalf of, any entity other than the Parties. Notwithstanding the foregoing, a licensor or supplier of third-party software included in the software Products will be a direct and intended third- party beneficiary of this Agreement.
13.8. Interpretation. The section headings in this Agreement are included only for convenience The words “including” and “include” will be deemed to be followed by the phrase “without limitation”. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or a gainst either Party.
13.9. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as FedEx, UPS, or DHL), and will be effective upon receipt.
13.10. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity, by contract, or otherwise. Except as specifically stated in this Agreement, the election by a Party of any remedy provided for in this Agreement or otherwise available to such Party will not preclude such Party from pursuing any other remedies available to such Party at law, in equity, by contract, or otherwise.
13.11. Survival. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 2.4 – Customer Obligations ; Section 3.4 – Effect of Termination or Expiration; Section 4 – Payment and Invoicing; Section 6.5 – Warranty Disclaimer; Section 7.3 – Baldwin Park Police Department March 21, 2024
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Customer Indemnity; Section 8 – Limitation of Liability; Section 9 – Confidentiality; Section 10 – Proprietary Rights; Data; Feedback; Section 11 – Force Majeure; Delays Caused by Customer; Section 12 – Disputes; and Section 13 – General.
13.12. Entire Agreement. This Agreement, including all Addenda and Ordering Documents, constitutes the entire agreement of the Parties regarding the subject matter hereto, 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 will 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. An electronic signature, facsimile copy, or computer image of a signature, will be tre ated, and will have the same effect as an original signature, and will 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 Pa rties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment, or other form will not be considered an amendment or modification or part of this Agreement, even if a representative of each Party signs such document.
The Parties hereby enter into this MCA as of the Effective Date.
Motorola: Motorola Solutions, Inc. Customer: [___________] By: ______________________________ By: ______________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: ____________________________
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Equipment Purchase and Software License Addendum
This Equipment Purchase and Software License Addendum (this “ EPSLA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Master Customer Agreement entered into between the Parties (the “MCA”). Capitalized terms used in this EPSLA, but not defined herein, will have the meanings set forth in the MCA.
1. Addendum. This EPSLA governs Customer’s purchase of Equipment and license of Licensed Software (and, if set forth in an Ordering Document, related Services) from Motorola, and will form part of the Parties’ Agreement.
2. Delivery of Equipment and Licensed Software.
2.1. Delivery and Risk of Loss. Motorola will provide to Customer the Products (and, if applicable, related Services) set forth in an Ordering Document, in accordance with the terms of the Agreement.
Motorola will, using commercially reasonable practices, pack the ordered Equipment and ship such Equipment to the Customer address set forth in the applicable Ordering Document or otherwise provided by Customer in writing, using a carrier selected by Motorola. Notwithstanding the foregoing, delivery of Equipment (and any incorporated Licensed Software) will occur, and title and risk of loss for the Equipment will pass to Customer, upon shipment by Motorola in accordance with Ex Works, Motorola’s premises (Incoterms 2020). Customer will pay all shipping costs, taxes, and other charges applicable to the shipment and import or export of the Products and Services, as applicable, and Customer will be responsible for reporting the Products for personal property tax purposes. Delivery of Licensed Software for installation on Equipment or Customer-Provided Equipment will occur upon the earlier of (a) electronic delivery of the Licensed Software by Motorola, and (b) the date Motorola otherwise makes the Licensed Software available for download by Customer. If agreed upon in an Ordering Document, Motorola will also provide Services related to such Products.
2.2. Delays. Any shipping dates set forth in an Ordering Document are approximate, and while Motorola will make reasonable efforts to ship Products by any such estimated shipping date, Motorola will not be liable for any delay or related damages to Customer. Time for delivery will not be of the essence, and delays will not constitute grounds for cancellation, penalties, termination, or a refund.
2.3. Beta Services. If Motorola makes any beta version of a so ftware application (“Beta Service”) available to Customer, Customer may choose to use such Beta Service at its own discretion, provided, however, that Customer will use the Beta Service solely for purposes of Customer’s evaluation of such Beta Service, and for no other purpose. Customer acknowledges and agrees that all Beta Services are offered “as-is” and without any representations or warranties or other commitments or protections from Motorola. Motorola will determine the duration of the evaluation period for any Beta Service, in its sole discretion, and Motorola may discontinue any Beta Service at any time. Customer acknowledges that Beta Services, by their nature, have not been fully tested and may contain defects or deficiencies.
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3. Licensed Software License and Restrictions.
3.1. Licensed Software License. Subject to Customer’s and its Authorized Users’ compliance with the Agreement (including payment terms), Motorola hereby grants Customer and its Authorized Users a limited, non-transferable, non-sublicenseable, and non-exclusive license to use the Licensed Software identified in an Ordering Document, in object code form only, and the associated Documentation, solely in connection with the Equipment provided by Motorola or authorized Customer -Provided Equipment (as applicable, the “ Designated Products”) and solely for Customer’s internal business purposes.
Unless otherwise stated in an Addendum or the Ordering Document, the foregoing license grant will be limited to the number of licenses set forth in the applicable Ordering Document and will continue for the life of the applicable Designated Product. Except as otherwise permitted in an applicable Addendum or Ordering Document, Customer may install, access, and use Licensed Software only in Customer’s owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Licensed Software remotely from any location.
3.2. Subscription License Model. If the Parties mutually agree that any Licensed Software purchased under this EPSLA will be replaced with or upgraded to Subscription Software, then upon such time which the Parties execute the applicable Ordering Document, the licenses granted under thi s EPSLA will automatically terminate, and such Subscription Software will be governed by the terms of the applicable Addendum under this Agreement.
3.3. Customer Restrictions . Customers and Authorized Users will comply with the applicable Documentation in connection with their use of the Products. Customer will not and will not allow others, including the Authorized Users, to: (a) make the Licensed Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; (b) reverse engineer, disassemble, or reprogram the Licensed Software or any portion thereof to a human-readable form; (c) modify, create derivative works of, or merge the Licensed Software with other software or equipment; (d) copy, reproduce, distribute, lend, lease, or transfer the Licensed Software or Documentation for or to any third party without the prior express written permission of Motorola; (e) take any action that would cause the Licensed Software or Documentation to be placed in the public dom ain; (f) use the Licensed Software to compete with Motorola; or (g) remove, alter, or obscure, any copyright or other notice.
3.4. Copies. Customer may make one (1) copy of the Licensed Software solely for archival, back-up, or disaster recovery purposes during the term of the applicable Licensed Software license. Customer may make as many copies of the Documentation reasonably required for the internal use of the Licensed Software during such Licensed Software’s license term. Unless otherwise authorized by Motorola in writing, Customer will not, and will not enable or allow any third party to: (a) install a licensed copy of the Licensed Software on more than one (1) unit of a Designated Product; or (b) copy onto or transfer Licensed Software installed in a unit of a Designated Product onto another device.
Customer may temporarily transfer Licensed Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Customer provides written notice to Motorola of the temporary transfer and identifies the device on which the Licensed is transferred.
Temporary transfer of the Licensed Software to another device must be discontinued when the original Designated Product is returned to operation and the Licensed Software must be removed from the other device. Customer must provide prompt written notice to Motorola at the time temporary transfer is discontinued.
3.5. Resale of Equipment. Equipment contains embedded Licensed Software. If Customer desires to sell its used Equipment to a third party, Customer must first receive prior written authorization from Baldwin Park Police Department March 21, 2024
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Motorola and obtain written acceptance of the applicable Licensed Software license terms, including the obligation to pay relevant license fees, from such third party.
4. Term.
4.1. Term. The term of this EPSLA (the “EPSLA Term”) will commence upon either (a) the Effective Date of the MCA, if this EPSLA is attached to the MCA as of such Effec tive Date, or (b) the EPSLA Date set forth on the signature page below, if this EPSLA is executed after the MCA Effective Date, and will continue until the later of (i) three (3) years after the first order for Products is placed via an Ordering Document, or (ii) the expiration of all applicable warranty periods (as set forth in Section 6.1 – Motorola Warranties below) under this EPSLA, unless this EPSLA or the Agreement is earlier terminated in accordance with the terms of the Agreement.
4.2. Termination. Notwithstanding the termination provisions of the MCA, Motorola may terminate this EPSLA (and any Ordering Documents hereunder) immediately upon notice to Customer if Customer breaches Section 3 – Licensed Software License and Restrictions of this EPSLA, or any other provision related to Licensed Software license scope or restrictions set forth in an Ordering Document, EULA, or other applicable Addendum. For clarity, upon termination or expiration of the EPSLA Term, all Motorola obligations under this EPS LA (including with respect to Equipment and Licensed Software delivered hereunder) will terminate. If Customer desires to purchase additional Services in connection with such Equipment or Licensed Software, Customer may enter into a separate Addendum with Motorola, governing such Services. Customer acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Licensed Software and Documentation, and that Customer’s breach of the Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, in addition to termination, Motorola will be entitled to all available remedies at law or in equity, including immediate injunctive relief and repossession of all non-embedded Licensed Software and associated Documentation.
4.3. Equipment as a Service. In the event that Customer purchases any Equipment at a price below the MSRP for such Equipment in connection Customer entering into a fixed- or minimum required-term agreement for Subscription Software, and Customer or Motorola terminates the Agreement, this EPSLA, or other applicable Addendum (such as the Addendum governing the purchase of such Subscription Software) prior to the expiration of such fixed- or minimum required-term, then Motorola will have the right to invoice Customer for, and Customer will pay, the amount of the discount to the MSRP for the Equipment or such other amount set forth in the applicable Addendum or Ordering Document. This Section will not limit any other remedies Motorola may have with respect to an early termination.
5. Payment. Customer will pay invoices for the Products and Services provided under this EPSLA in accordance with the invoice payment terms set forth i n the MCA. Generally, invoices are issued after shipment of Equipment or upon Motorola’s delivery of Licensed Software (in accordance with Section 2.1 – Delivery and Risk of Loss), as applicable, but if a specific invoicing or payment schedule is set forth in the applicable Ordering Document, EULA or other Addendum, such schedule will control with respect to the applicable Products and Services referenced therein. Motorola will have the right to suspend future deliveries of Products and Services if Customer fails to make any payments when due.
6. Representations and Warranties; Liability.
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6.1. Motorola Warranties. Subject to the disclaimers and exclusions set forth in the MCA and this EPSLA, (a) for a period of one (1) year commencing upon the delivery of Motorola -manufactured Equipment under Section 2.1 – Delivery and Risk of Loss , Motorola represents and warrants that such Motorola-manufactured Equipment, under normal use, will be free from material defects in materials and workmanship; (b) to the extent permitted by the providers of third -party software or hardware included in the Products and Services, Motorola will pass through to Customer any warranties provided by such third parties, which warranties will apply for the period defined by the applicable third par ty; and (c) for a period of ninety (90) days commencing upon the delivery of Motorola-owned Licensed Software under Section 2.1 – Delivery and Risk of Loss , Motorola represents and warrants that such Licensed Software, when used in accordance with the Documentation and the Agreement, will be free from reproducible defects that prevent operation of features critical to the primary functionality or successful operation of the Motorola-developed Licensed Software (as determined by Motorola). The warranty set forth in subsection (c) will be referred to as the “Motorola Licensed Software Warranty”. As Customer’s sole and exclusive remedy for any breach of the Motorola Licensed Software Warranty, Motorola will use commercially reasonable efforts to remedy the material defect in the applicable Licensed Software; provided, however, that if Motorola does not remedy such material defect within a reasonable time, then at Motorola’s sole option, Motorola will either replace the defective Licensed Software with functionally-equivalent software, provide substitute software to Customer, or terminate the applicable software license and refund any paid license fees to Customer on a pro-rata basis. For clarity, the Motorola Licensed Software Warranty applies only to the most current version of the Licensed Software issued by Motorola, and issuance of updated versions of any Licensed Software does not result in a renewal or extension of the Motorola Licensed Software Warranty beyond the ninety (90) day warranty period.
6.2. ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGES SET
FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE
CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) DEFECTS IN OR DAMAGE TO
PRODUCTS RESULTING FROM USE OTHER THAN IN THE NORMAL AUTHORIZED MANNER, OR FROM ACCIDENT, LIQUIDS, OR NEGLECT; (B) TESTING, MAINTENANCE, REPAIR, INSTALLATION, OR MODIFICATION BY PARTIES OTHER THAN MOTOROLA; (C) CUSTOMER’S OR ANY AUTHORIZED USER’S FAILURE TO COMPLY WITH INDUSTRY AND OSHA OR OTHER LEGAL STANDARDS; (D) DAMAGE TO RADIO ANTENNAS, UNLESS CAUSED BY DEFECTS IN MATERIAL OR WORKMANSHIP; (E) EQUIPMENT WITH NO SERIAL NUMBER; (F) BATTERIES OR CONSUMABLES; (G) FREIGHT COSTS FOR SHIPMENT TO REPAIR DEPOTS; (H) COSMETIC DAMAGE THAT DOES NOT AFFECT OPERATION; (I) NORMAL WEAR AND TEAR; (J) ISSUES OR
OBSOLESCENCE OF LICENSED SOFTWARE DUE TO CHANGES IN CUSTOMER OR AUTHORIZED USER REQUIREMENTS, EQUIPMENT, OR SYSTEMS; (K) TRACKING AND LOCATION-BASED SERVICES; OR (L) BETA SERVICES.
6.3. Voluntary Remedies . Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed or excluded issues in the MCA or Section 6.2 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Cust omer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable.
7. Copyright Notices. The existence of a copyright notice on any Licensed Software wil l not be construed as an admission or presumption of publication of the Licensed Software or public disclosure of any trade secrets associated with the Licensed Software.
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8. Survival. The following provisions will survive the expiration or termination of this EPSLA for any reason: Section 3 – Licensed Software License and Restrictions; Section 4 – Term; Section 5 – Payment; Section 6.2 – Additional Exclusions; Section 8 – Survival.
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Software Products Addendum
This Software Products Addendum (this “SPA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature in the MCA (“ Customer”), and will be subject to, and governed by, the terms of the Master Customer Agreement entered into between the Parties (the “ MCA”), and the applicable Addenda. Capitalized terms used in this SPA, but not defined herein, will have the meanings set forth in the MCA or the applicable Addenda.
1. Addendum. This SPA governs C ustomer’s purchase of certain Motorola software Products, including Software Systems, and will form part of the Parties’ Agreement. A “ Software System” is a solution that includes at least one command center software Product and requires Integration Services to deploy such software Product at a Customer Site or onto any Customer -Provided Equipment or Equipment provided to Customer. In addition to the MCA, other Addenda may be applicable to the Software System or other software Products, including the Subscr iption Software Addendum (“SSA”), with respect to Subscription Software, and the Equipment Purchase and Software License Addendum (“EPSLA”), with respect to Licensed Software and Equipment, as further described below. This SPA will control with respect to conflicting or ambiguous terms in the MCA or any other applicable Addendum, but only as applicable to the Software System or other software Products purchased under this SPA and not with respect to other Products and Services.
2. Software Systems; Applicable Terms and Conditions.
2.1. On-Premise Software System . If Customer purchases an “on -premises Software System,” where Equipment and Licensed Software are installed at Customer Sites or on Customer -Provided Equipment, then, unless the Ordering Document(s) specify that any software is being purchased on a subscription basis (i.e., as Subscription Software), such Equipment and Licensed Software installed at Customer Sites or on Customer-Provided Equipment are subject to the EPSLA. On-premises Software Systems described in this Section qualify for the System Warranty as described in Section 5 – On- Premises Software System Warranty (the “System Warranty”). In connection with the on-premises Software System, Customer may also purchase additional Subscription Software that integrates with its on-premises Software System (e.g., CommandCentral Aware) (each, an “Add-On Subscription”). Any Add-On Subscription will be subject to the terms and conditions of the SSA and excluded from the System Warranty.
2.2. On-Premise Software System as a Service . If Customer purchases an “on -premises Software System as a service,” where Equipment and software Products are installed at Customer Sites or on Customer-Provided Equipment, and such software is generally licensed on a subscription basis (i.e., as Subscription Software), then such Subscription Software will be subject to the SSA and not the EPSLA.
Any (a) Equipment purchased, (b) firmware preinstalled on such Equipment, and (c) Microsoft operating system Licensed Software are subject to the EPSLA. On -premises Software Systems as a service described in this Section are provided as a service and, accordingly, do not qualify for the System Warranty. System completion, however, is determined in accordance with the provisions of Section 3 – Software System Completion below.
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2.3. Cloud Hosted Software System . If Customer purchases a “cloud hosted Software System,” where the applicable software is hosted in a data center and provided to Customer as a service (i.e., as hosted Subscription Software), including CommandCentral Products, then such Subscription Software is subject to the SSA. Any Equipment purchased in connection with a cloud Software System is subject to the EPSLA. Cloud hosted Software Systems described in this Section do not qualify for the System Warranty. System completion, however, is determined in accordance with the provisions of Section 3 – Software System Completion below.
2.4. Services. Any Integration Services or Maintenance and Support Services purchased in connection with, or included as a part of, a Software System are subject to the MCA, and as described in the applicable Ordering Document.
3. Software System Completion. Any Software System described in an Ordering Document hereunder (including the Products, Integration Services, and all other components thereof) will be deemed completed upon Customer’s (or the applicable Authorized User’s) Beneficial Use of each Product that is included in the Software System (unless alternative acceptance procedures are set forth in the applicab le Ordering Document) (the “ System Completion Date ”). Customer will not unreasonably delay Beneficial Use of any Product within a Software System, and in any event, the Parties agree that Beneficial Use of a Product will be deemed to have occurred thirty ( 30) days after functional demonstration. For clarity, if a Software System is comprised of more than one Product, Motorola may notify Customer that all Integration Services for a particular Product within the Software System have been completed, and Customer may have Beneficial Use of such Product prior to having Beneficial Use of other Products in the Software System, or of the Software System as a whole. In such case, the Integration Services applicable to such Product will be deemed complete upon Custome r’s Beneficial Use of the Product (“ Product Completion Date ”), which may occur before the System Completion Date. As used in this Section, “Beneficial Use” means use by Customer or at least one (1) Authorized User of the material features and functionalities of a Product within a Software System, in material conformance with Product descriptions in the applicable Ordering Document. This Section applies to Products purchased as part of a Software System notwithstanding the delivery provisions of the Addendum applicable to such Products, such as the SSA or EPSLA, and this Section will control over such other delivery provisions to the extent of a conflict.
4. Payment. Customer will pay invoices for the Products and Services covered by this SPA in accordance with the invoice payment terms set forth in the MCA. Fees for Software Systems will be invoiced as of the System Completion Date, unless another payment process or schedule or milestones are set forth in an Ordering Document or applicable Addendum. In addition to Equipment, Licensed Software, Subscription Software and Integration Services (as applicable) sold as part of a Software System, the Ordering Documents for a Software System may also include post-deployment Integration Services or other Services which a re to be provided following the date of functional demonstration (“Post-Deployment Services”). Post-Deployment Services will be invoiced upon their completion and paid by Customer in accordance with the terms of the MCA.
5. On-Premises Software System Warranty. Subject to the disclaimers in the MCA and any other applicable Addenda, Motorola represents and warrants that, on the System Completion Date for an on-premises Software System described in Section 2.1 – On-Premises Software System, or on the applicable Product Completion Date for a specific Product within such on -premises Software System, if earlier, (a) such Software System or Product will perform in accordance with the descriptions in the applicable Ordering Documents in all material respects, and (b) if Customer has purchased any Equipment or Motorola Licensed Software (but, for clarity, excluding Subscription Software) as part of such on-premises Software System, the warranty period applicable to such Equipment and Motorola Licensed Software will continue for a period of one (1) year commencing upon the System Completion Baldwin Park Police Department March 21, 2024
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Date for the Software System that includes such Products, or on the applicable Product Completion Date, if earlier, instead of commencing upon delivery of the Products in accordance with the terms and conditions set forth in Section 6 – Representations and Warranties; Liabilities of the EPSLA. The warranties set forth in the applicable Addenda are not otherwise modified by this SPA.
6. Prohibited Use. Customer will not integrate or use, or permit a third party or an Authorized User to integrate or use, any Non -Motorola Content with or in connection with a Software System or other software Product provided by Motorola under this SPA, without the express written permission of Motorola.
7. API Support. Motorola will use commercially reasonable efforts to maintain its Application Programming Interface (“API”) offered sold in connection with any Software System. APIs will evolve and mature over time, requiring changes and updates. Motorola will use reasonable efforts to continue supporting any version of an API for 6 months after such version is introduced, but if Motorola determines, in its sole discretion, to discontinue support of an API for any reason, Motorola will provide reasonable advance notification to Customer. If an API presents a security risk, Motorola may discontinue an API without prior notice.
8. Support of Downloaded Clients. If Customer purchases any software Product that requires a client installed locally on any Customer-Provided Equipment or Equipment in possession of Customer, Customer will be responsible for downloading and installing the current version of such client, as it may be updated from time to time. Motorola will use reasonable efforts to continue supporting any version of a client for forty-five (45) days following its release, but Motorola may update the current version of its client at any time, including for bug fixes, product improvements, and feature updates, and Motorola makes no representations or warranties that any software Product will support prior versions of a client.
9. Applicable End User Terms. Additional license terms apply to third-party software included in certain software Products which are available online at www.motorolasolutions.com/legal-flow-downs.
Customer will comply, and ensure its Authorized Users comply, with all such additional license terms.
10. Additional Terms for On-Premise Software System as a Service. The terms set forth in this Section 10 – Additional Terms for On-Premise Software System as a Service apply in the event Customer purchases an on-premises Software System as a service under this SPA.
10.1. Transition to Subscription License Model . If the Partie s mutually agree that any on -premises Subscription Software purchased under this SPA as part of an on -premises Software System as a service will be replaced with or upgraded to Subscription Software hosted in a data center, then upon such time which the Pa rties execute the applicable Ordering Document, (a) the licenses granted to such on -premises Subscription Software under the applicable Ordering Document will automatically terminate, (b) Customer and its Authorized Users will cease use of the applicable o n-premises copies of Subscription Software, and (c) the replacement hosted Subscription Software provided hereunder will be governed by the terms of the SSA and this SPA.
10.2. Transition Fee. Motorola will not charge additional Fees for Services related to the transition to hosted Subscription Software, as described in Section 10.1 – Transition to Subscription License Model. Notwithstanding the foregoing, subscription Fees for the applicable hosted Subscription Software are subject to the SSA and the applicable Ordering Document, and may be greater than Fees paid by Customer for on-premises Subscription Software.
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Software license for the on-premises Software System as a service, Motorola will have the right to enter Customer Sites and decommission the applicable on-premises Subscription Software that is installed at Customer’s Site or on Customer-Provided Equipment. For clarity, Customer will retain the right to use Licensed Software that is firmware incorporated into Equipment purchased by Customer from Motorola and any Microsoft operating system Licensed Software.
11. Additional Terms for CAD and Records Products. The terms set forth in this Section 11 – Additional Terms for CAD and Records Products apply in the event Customer purchases any Computer Aided Dispatch (“CAD”) or Records Products under this SPA.
11.1. Support Required. Customer acknowledges and agrees that the licenses granted by Motorola under the Agreement to CAD and Records Products for on-premises Software Systems are conditioned upon Customer purchasing Maintenance and Support Services for such Products during the term of the applicable license. If at any time during the term of any such license, Customer fails to purchase associated Maintenance and Support Services (or pay the fees for such Services), Motorola will have the right to terminate or suspend the software licenses for CAD and Record Products, and this SPA or the applicable Ordering Document.
11.2. CJIS Security Policy . Motorola agrees to support Customer’s obligation to comply with the Federal Bureau of Investigation Criminal Justice Information Services (“CJIS”) Security Policy and will comply with the terms of the CJIS Security Addendum for the term of the Addendum or Ordering Document for the applicable Product. Customer hereby consents to Motorola screened personnel serving as the “escort” within the meaning of CJIS Security Policy for unscreened Motorola personnel that require access to unencrypted Criminal Justice Information for purposes of Product support and development.
12. Additional Cloud Terms. The terms set forth in this Section 12 – Additional Cloud Terms apply in the event Customer purchases any cloud-hosted software Products.
12.1. Data Storage. Motorola will determine, in its sole discretion, the location of the stored content for cloud hosted software Products. All data, replications, and backups will be stored at a location in the United States for Customers in the United States.
12.2. Data Retrieval. Cloud hosted software Products will leverage different types of storage to optimize software, as determined in Motorola’s sole discretion. For multimedia data, such as videos, pictures, audio files, Motorola will, in its sole discretion, determine the type of storage medium used to store the content. The type of storage and medium selected by Motorola will determine the data retrieval speed. Access to content in ar chival storage may take up to twenty -four (24) hours to be viewable.
12.3. Availability. Motorola will make reasonable efforts to provide monthly availability of 99.9% for cloud hosted software Products with the exception of maintenance windows. There are many factors beyond Motorola’s control that may impact Motorola’s ability to achieve this goal.
12.4. Maintenance. Scheduled maintenance of cloud -hosted software Products will be performed periodically. Motorola will make commercially reasonable efforts to notify customers one (1) week in advance of any such maintenance. Unscheduled and emergency maintenance may be required from time to time. Motorola will make commercially reasonable efforts to notify customers of any unscheduled or emergency maintenance twenty-four (24) hours in advance.
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13. Survival. The following provisions will survive the expiration or termination of this SPA for any reason: Section 1 – Addendum; Section 2 – Software Systems; Applicable Terms and Conditions; Section 6 – Prohibited Use; Section 9 – Applicable End User Terms; Section 13 – Survival.
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Subscription Software Addendum
This Subscription Software Addendum (this “ SSA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“ Motorola”) and the entity set forth in the signature block in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Master Customer Agreement entered into between the Parties (the “ MCA”). Capitalized terms used in this SSA, but not defined herein, will have the meanings set forth in the MCA.
1. Addendum. This SSA governs Customer’s purchase of Subscription Software (and, if set forth in an Ordering Document, related Services) from Motorola, and will form part of the Parties’ Agreement.
Additional Subscription Software-specific Addenda or other terms and conditions may apply to certain Subscription Software, where such terms are provided or presented to Customer.
2. Delivery of Subscription Software.
2.1. Delivery. During the applicable Subscr iption Term (as defined below), Motorola will provide to Customer the Subscription Software set forth in an Ordering Document, in accordance with the terms of the Agreement. Motorola will provide Customer advance notice (which may be provided electronically) of any planned downtime. Delivery will occur upon Customer’s receipt of credentials required for access to the Subscription Software or upon Motorola otherwise providing access to the Subscription Software.
If agreed upon in an Ordering Document, Motoro la will also provide Services related to such Subscription Software.
2.2. Modifications. In addition to other rights to modify the Products and Services set forth in the MCA, Motorola may modify the Subscription Software, any associated recurring Services and any related systems so long as their functionality (as described in the applicable Ordering Document) is not materially degraded. Documentation for the Subscription Software may be updated to reflect such modifications. For clarity, new features or enhancements that are added to any Subscription Software may be subject to additional Fees.
2.3. User Credentials . If applicable, Motorola will provide Customer with administrative user credentials for the Subscription Software, and Customer will ensure such administr ative user credentials are accessed and used only by Customer’s employees with training on their proper use.
Customer will protect, and will cause its Authorized Users to protect, the confidentiality and security of all user credentials, including any administrative user credentials, and maintain user credential validity, including by updating passwords. Customer will be liable for any use of the Subscription Software through such user credential (including through any administrative user credentials), incl uding any changes made to the Subscription Software or issues or user impact arising therefrom. To the extent Motorola provides Services to Customer in order to help resolve issues resulting from changes made to the Subscription Software through user crede ntials, including through any administrative user credentials, or issues otherwise created by Authorized Users, such Services will be billed to Customer on a time and materials basis, and Customer will pay all invoices in accordance with the payment terms of the MCA.
2.4. Beta Services. If Motorola makes any beta version of a software application (“ Beta Service”) available to Customer, Customer may choose to use such Beta Service at its own discretion, provided, however, that Customer will use the Beta Service solely for purposes of Customer’s evaluation of such Beta Service, and for no other purpose. Customer acknowledges and agrees that all Beta Services are offered “as-is” and without any representations or warranties or other commitments or protections from Motorola. Motorola will determine the duration of the evaluation period for any Beta Service, in its sole Baldwin Park Police Department March 21, 2024
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discretion, and Motorola may discontinue any Beta Service at any time. Customer acknowledges that Beta Services, by their nature, have not been fully tested and may contain defects or deficiencies.
3. Subscription Software License and Restrictions.
3.1. Subscription Software License . Subject to Customer’s and its Authorized Users’ compliance with the Agreement, including payment terms, Motorola hereby grants Customer and its Authorized Users a limited, non -transferable, non -sublicenseable, and non -exclusive lice nse to use the Subscription Software identified in an Ordering Document, and the associated Documentation, solely for Customer’s internal business purposes. The foregoing license grant will be limited to use in the territory and to the number of licenses s et forth in an Ordering Document (if applicable), and will continue for the applicable Subscription Term. Customer may access, and use the Subscription Software only in Customer’s owned or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Subscription Software remotely from any location. No custom development work will be performed under this Addendum.
3.2. Customer Restrictions . Cus tomers and Authorized Users will comply with the applicable Documentation and the copyright laws of the United States and all other relevant jurisdictions (including the copyright laws where Customer uses the Subscription Software) in connection with their use of the Subscription Software. Customer will not, and will not allow others including the Authorized Users, to make the Subscription Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; reverse engineer, disassemble, or reprogram software used to provide the Subscription Software or any portion thereof to a human -readable form; modify, create derivative works of, or merge the Subscription Software or software used to provide the Subscription Software with other software; copy, reproduce, distribute, lend, or lease the Subscription Software or Documentation for or to any third party; take any action that would cause the Subscription Software, software used to provide the Subscription Software, or Documentation to be placed in the public domain; use the Subscription Software to compete with Motorola; remove, alter, or obscure, any copyright or other notice; share user credentials (including among Authorized Users); use the Subscription Software to store or transmit malicious code; or attempt to gain unauthorized access to the Subscription Software or its related systems or networks.
4. Term.
4.1. Subscription Terms. The duration of Customer’s subscription to the first Subscription Software and any associated recurring Services ordered under this SSA (or the first Subscription Software or recurring Service, if multiple are ordered at once) will commence upon delivery of such Subscription Software (and recurring Services, if applicable) and will continue for a twelve (12) month period or such longer period identified in an Ordering Document (the “ Initial Subscription Period”). Following the Initial Subscription Period, Customer’s subscription to the Subscription Software and any recurring Services will automatically renew for additional twelve (12) month periods (each, a “ Renewal Subscription Year”), unless either Party notifies the other Party of its intent not to renew at least thirty (30) days before the conclusion of the then-current Subscription Term. (The Initial Subscription Period and each Renewal Subscription Year will each be referred to herein as a “ Subscription Term”.) Motorola may increase Fees prior to any Renewal Subscription Year. In such case, Motorola will notify Customer of such prop osed increase no later than thirty (30) days prior to commencement of such Renewal Subscription Year. Unless otherwise specified in the applicable Ordering Document, if Customer orders any additional Subscription Software or recurring Services under this SSA during an in-process Subscription Term, the subscription for each new Subscription Software or recurring Service will (a) commence upon delivery of such Subscription Software or recurring Service, and continue until Baldwin Park Police Department March 21, 2024
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the conclusion of Customer’s then-current Subscription Term (a “Partial Subscription Year”), and (b) automatically renew for Renewal Subscription Years thereafter, unless either Party notifies the other Party of its intent not to renew at least thirty (30) days before the conclusion of the th en-current Subscription Term. Thus, unless otherwise specified in the applicable Ordering Document, the Subscription Terms for all Subscription Software and recurring Services hereunder will be synchronized.
4.2. Term. The term of this SSA (the “SSA Term”) will commence upon either (a) the Effective Date of the MCA, if this SSA is attached to the MCA as of such Effective Date, or (b) the SSA Date set forth on the signature page below, if this SSA is executed after the MCA Effective Date, and will continue until the expiration or termination of all Subscription Terms under this SSA, unless this SSA or the Agreement is earlier terminated in accordance with the terms of the Agreement.
4.3. Termination. Notwithstanding the termination provisions of the MCA, Motorola may terminate this SSA (or any Addendum or Ordering Documents hereunder), or suspend delivery of Subscription Software or Services, immediately upon notice to Customer if (a) Customer breaches Section 3 – Subscription Software License and Restrictions of this SSA, or any other provision related to Subscription Software license scope or restrictions set forth in an Addendum or Ordering Document, or (b) it determines that Customer’s use of the Subscription Software poses, or may pose, a security or other risk or adverse impact to any Subscription Software, Motorola, Motorola’s systems, or any third party (including other Motorola customers). Customer acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribut ion of the Subscription Software and Documentation, and that Customer’s breach of the Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Customer breaches this Agreement, in addition to termination, Motorola will be entitled to all available remedies at law or in equity (including immediate injunctive relief).
4.4. Wind Down of Subscription Software. In addition to the termination rights in the MCA, Motorola may terminate any Ordering Document and Subscriptio n Term, in whole or in part, in the event Motorola plans to cease offering the applicable Subscription Software or Service to customers.
5. Payment.
5.1. Payment. Unless otherwise provided in an Ordering Document (and notwithstanding the provisions of the MCA), Customer will prepay an annual subscription Fee set forth in an Ordering Document for each Subscription Software and associated recurring Service, before the commencement of each Subscription Term. For any Partial Subscription Year, the applicable annual s ubscription Fee will be prorated based on the number of months in the Partial Subscription Year. The annual subscription Fee for Subscription Software and associated recurring Services may include certain one- time Fees, such as start -up fees, license fees, or other fees set forth in an Ordering Document.
Motorola will have the right to suspend the Subscription Software and any recurring Services if Customer fails to make any payments when due.
5.2. License True -Up. Motorola will have the right to conduct an audi t of total user licenses credentialed by Customer for any Subscription Software during a Subscription Term, and Customer will cooperate with such audit. If Motorola determines that Customer’s usage of the Subscription Software during the applicable Subscri ption Term exceeded the total number of licenses purchased by Customer, Motorola may invoice Customer for the additional licenses used by Customer, pro-rated for each additional license from the date such license was activated, and Customer will pay such invoice in accordance with the payment terms in the MCA.
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6. Liability.
6.1. ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGES SET
FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE
CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS; (B) DISRUPTION OF OR DAMAGE TO CUSTOMER’S OR THIRD PARTIES’ SYSTEMS, EQUIPMENT, OR DATA, INCLUDING DENIAL OF
ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE; (C) AVAILABILITY OR ACCURACY OF ANY DATA AVAILABLE
THROUGH THE SUBSCRIPTION SOFTWARE OR SERVICES, OR INTERPRETATION, USE, OR MISUSE THEREOF; (D) TRACKING AND LOCATION-BASED SERVICES; OR (E) BETA SERVICES.
6.2. Voluntary Remedies . Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed or excluded issues in the MCA or Section 6.1 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motor ola any Fees set forth in an Ordering Document for such Services, if applicable.
7. Motorola as a Controller or Joint Controller. In all instances where Motorola acts as a controller of data, it will comply with the applicable provisions of the Motorola Priva cy Statement at https://www.motorolasolutions.com/en_us/about/privacy-policy.html#privacystatement, as may be updated from time to time. Motorola holds all Customer Contact Data as a controller and shall Process such Customer Contact Data in accordance with the Motorola Privacy Statement. In instances where Motorola is acting as a joint controller with Customer, the Parties will enter into a separate Addendum to the Agreement to allocate the respective roles as joint controllers.
8. Survival. The following provisions will survive the expiration or termination of this SSA for any reason: Section 4 – Term; Section 5 – Payment; Section 6.1 – Additional Exclusions; Section 8 – Survival.
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Exhibit to Subscription Services Agreement CommandCentral Investigate, powered by LexisNexis
Motorola Solutions, Inc. (“Motorola Solutions”) is the provider of the service known as CommandCentral Investigate, powered by LexisNexis (“Motorola Solutions Services”). Customer agrees to the Motorola Solutions Services pursuant to the following terms and conditions which are incorporated into the Subscription Services Agreement Signed by Customer.
1. RESTRICTED LICENSE. Motorola Solutions hereby grants to Customer a restricted license to use the Motorola Solutions Services, subject to the restrictions and limitations set forth below:
(i ) Generally. Motorola Solutions hereby grants to Customer a restricted license to use the Motorola Solutions Services solely for Customer’s own internal business purposes. Customer represents and warrants that all of Customer’s use of the Motorola Solutions 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 Solutions Services for marketing purposes or rese ll or broker the Motorola Solutions Services to any third - party, and shall not use the Motorola Solutions Services for personal (non-business) purposes. Customer shall not use the Motorola Solutions Services to provide data processing services to third-parties or evaluate data for third -parties or, without Motorola Solutions’ consent, to compare the Motorola Solutions Services against a third party’s data processing services. Customer agrees that, if Motorola Solutions determines or reasonably susp ects that continued provision of Motorola Solutions Services to Customer entails a potential security risk, or that Customer is in violation of any provision of these Master Terms or law, Motorola Solutions may take immediate action, including, without limitation, terminating the delivery of, and the license to use, the Motorola Solutions Services. Customer shall not access the Motorola Solutions Services from Internet Protocol addresses located outside of the United States and its territories without Motor ola Solutions’ prior written approval. Customer may not use the Motorola Solutions Services to create a competing product. Customer shall comply with all laws, regulations and rules which govern the use of the Motorola Solutions Services and information pr ovided therein. Motorola Solutions may at any time mask or cease to provide Customer access to any Motorola Solutions Services or portions thereof which Motorola Solutions may deem, in Motorola Solutions’ sole discretion, to be sensitive or restricted information.
(ii ) GLBA Data. Some of the information contained in the Motorola Solutions 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 ”). 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 Solutions Services and will recertify upon request by Motorola Solutions. Customer certifies with respect to GLBA Data received through the Motorola Solutions 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 Solutions 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”), and is regulated by the DPPA (“ DPPA Data ”). Customer shall not obt ain and/or use DPPA Data through the Motorola Solutions 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 connecti on with certain Motorola Solutions Services and will recertify upon request by Motorola Solutions.
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(i v ) Social Security and Driver’s License Numbers. Motorola may in its sole discretion permit Customer to access full social security numbers (nine (9) digits) a nd driver’s license numbers (collectively, “ QA Data”).
If Customer is authorized by Motorola Solutions to receive QA Data, and Customer obtains QA Data through the Motorola Solutions Services, Customer certifies it will not use the QA Data for any purpose other than as expressly authorized by Motorola Solutions 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 Solutions 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 Motorola Solutions. Customer may not, to the extent permitted by the terms of these Master Terms, transfer QA Data via email or ftp without Motorola Solutions’ prior written consent. However, Customer shall be permitted to transfer such information so l ong 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 Solutions 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 Solutions Services.
(vi ) Additional Terms. To the extent that the Motorola Solutions Services accessed by Customer include information or data described in the Risk Supplemental Terms contained at:
www.lexisnexis.com/terms/ris ksupp, Customer agrees to comply with the Risk Supplemental Terms set forth therein. Additionally, certain other information contained within the Motorola Solutions 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 Solutions Services , Customer agrees to comply with the Terms and Conditions contained at:
http://www.lexisnexis.com/terms/general.aspx (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 an d then the L&P Terms.
(vii ) MVR Data. If Customer is permitted to access Motor Vehicle Records (“ MVR Data ”) from Motorola Solutions, 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 Solutions, 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 Solutions, Customer shall complete any state forms that Motorola Solutions is legally or contractually bound to obtain from Customer before providing Customer with MVR Data.
(c) Motorola Solutions (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 Solutions 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 4 2 U.S.C.
Sec. 17921(11), respectively) or with information from such records without the execution of a separate agreement between the parties.
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(i x ) Economic Sanctions Laws. Customer acknowledges that Motorola Solutions is subject to economic sanctions laws, i ncluding 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 Solutions Services to any individuals identified on OFAC’s list of Specially Designated Nationals (“ SDN List ”), the UK’s HM Treasury’s Consolidated List of Sa nctions 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 Solutions 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.
(xi ) Software. To the extent that Customer is using software provided by Motorola Solutions (“ Software ”), whether hosted by Motorola Solutions or installed on Customer’s equipment, su ch Software shall be deemed provided under a limited, revocable license, for the sole purpose of using the Motorola Solutions 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 ot hers, 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”). 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, fami ly 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 st atute, 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 statu s 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.
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(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.
2. TERMS APPLICABLE TO PUBLIC SAFETY DATA EXCHANGE
DATABASE
I. Public Safety Data Exchange Database
1. Motorola Solutions 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 Solutions 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”).
3. LN’s obligations.
a. Motorola Solutions agrees to provide PSDEX information to Customer. b. Motorola Solutions 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 Solutions, 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 Solutions and that it shall use reasonable care to ensure the information submitted is a reasonable reflection of the actual report. Each submission to Motorola Solutions with respect to an incident or subject constitutes a Customer Data Contribution.
c. Customer’s disclosure of information to Motorola Solutions is and will be in c ompliance with all applicable laws, regulations and rulings.
d. Customer agrees to notify Motorola Solutions promptly of any change in status, factual background, circumstances or errors concerning any Customer Data Contribution previously provided to Motorola Solutions. Customer further agrees to submit corrected information in a timely manner. Customer agrees that it will fully and promptly cooperate with Motorola Solutions 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 Solutions. The contact person shall respond to requests from Motorola Solutions for clarification or updates on incident reports submitted by Customer during normal business hours, and Customer will not reasonably withhold from Motorola Solutions information on any such submission. Motorola Solutions 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 Solutions.
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g. Customer agrees that Motorola Solutions and all other PSDEX customers shall not be liable to Customer, and Customer hereby releases Motorola Solutions 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 Solutions 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.
II. Public Safety Exchange Database General Terms
1. LICENSE GRANT . Customer, at no charge, hereby grants to Motorola Solutions 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 Solutions or LexisNexis.
2. GOOGLE GEOCODER . Motorola Solutions 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 Solutions 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 Solutions is not responsible for the loss of any data or the accuracy of the data, or for any errors or omissions in the Motorola Solutions Services or the use of the Motorola Solutions 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 Solutions has no control over these Linked Sites or the content within them. Motorola Solutions 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 Solutions 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 Solutions for any damages or losses whatsoever resulting from such use.
5. 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 Solutions 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 CrimeReports.com service or its successor database.
3. SECURITY.
3.1 Security of Information. Customer acknowledges that the information available through the Motorola Solutions 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 em ployee, and confirming that employee is an authorized user.
User IDs will conform to the standards at https:// www.fbi.gov/services/cjis/cjis -security-policy-resource- center. Accordingly, Customer shall (a) restrict access to Motorola Solutions Services to those employees who have a need to know as part of their official duties; (b) ensure that none of its Baldwin Park Police Department March 21, 2024
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employees shall (i) obtain and/or use any information from the Motorol a Solutions Services for personal reasons, or (ii) transfer any information received through the Motorola Solutions 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 Solutions 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 Solutions Services as it is being disposed; (g) purge all information received through the Motorola Solutions 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 a rchival form to provide documentary support required for Customer’s legal or regulatory compliance efforts; (h) be capable of receiving the Motorola Solutions Services where the same are provided utilizing “secure socket layer,” or such other means of secu re transmission as is deemed reasonable by Motorola Solutions; (i) not access and/or use the Motorola Solutions Services via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine -to-machine applications approved by Motorola Solutions; (j) take all steps to protect their networks and computer environments, or those used to access the Motorola Solutions 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 (l) maintain policies and procedures to prevent unauthorized use of User IDs and the Motorola Solutions S ervices. Customer will immediately notify Motorola Solutions, by written notification to the Motorola Solutions and by phone (1-XXX-XXX-XXXX), if Customer suspects, has reason to believe or confirms that a User ID or the Motorola Solutions 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 Solutions for any expenses it incurs due to Customer’s failure to prevent such impermissible use or access of User IDs and/or the Motorola Solutions Services, or any actions required as a result thereof. Furthermore, in the event that the Motorola Solutions 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 Solutions’ reasonable discretion. Customer agrees that such notification shall not reference Moto rola Solutions or the product through which the data was provided, nor shall Motorola Solutions be otherwise identified or referenced in connection with the Security Event, without Motorola Solutions’ express written consent. Customer shall be solely respo nsible 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 Solutions for review and approval prior to distribution. In the event of a Security Event, Motorola Solutions may, in its sole discretion, take immediate action, including suspension or termination of Customer’s account, without further obligation or liabi lity of any kind.
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4. PERFORMANCE. Motorola Solutions will use commercially reasonable efforts to deliver the Motorola Solutions Services requested by Customer and to compile information gathered from selected public records and other sources used in the prov ision of the Motorola Solutions Services; provided, however, that the Customer accepts all information “ AS IS ”. Customer acknowledges and agrees that Motorola Solutions 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 Solutions for the accuracy or completeness of information supplied through the Motorola Solutions Services. Without limiting the foregoing, the criminal record data that may be provided as part of the Motorola Solutions 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 Solutions Services which may be otherwise available. Motorola Solutions 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 Motor ola Solutions Services. In the event that Motorola Solutions 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 subscript ion plan to which Customer has subscribed, Motorola Solutions will, at Customer’s option, issue a prorated credit to Customer’s account.
5. INTELLECTUAL PROPERTY; CONFIDENTIALITY . Customer agrees that Customer shall not reproduce, retransmit, republish, or otherwise transfer for any commercial purposes the Motorola Solutions Services.
Customer acknowledges that Motorola Solutions (and/or its third party data providers) shall retain all right, title, and interest under applicable contractual, copyright, paten t, trademark, Trade Secret and related laws in and to the Motorola Solutions Services and the information that they provide. Customer shall use such materials in a manner consistent with Motorola Solutions’ interests and the terms and conditions herein, an d shall promptly notify Motorola Solutions of any threatened or actual infringement of Motorola Solutions' rights. Customer and Motorola Solutions acknowledge that they each may have access to confidential information of the disclosing party (“ Disclosing P arty”) 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 Solutions’ information, product information, pricing information, product development plans, forecasts, the Motorola Solutions Services, and other busi ness 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 Par ty”) 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 gov ernmental 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 ord er 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 s hall continue for so long as such Confidential Information continues to constitute a Trade Secret. Notwithstanding the foregoing, if Customer is bound by the Baldwin Park Police Department March 21, 2024
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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 Solutions in writing and provide Motorola Solutions an opportunity to object, if so permitted thereunder, prio r to any disclosure.
6. DISCLAIMER OF W ARRANTIES. MOTOROLA SOLUTIONS (SOLELY FOR PURPOSES OF
INDEMNIFICATION, DISCLAIMER OF WARRANTIES, AND LIMITATION ON LIABILITY, MOTOROLA
SOLUTIONS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS DATA PROVIDERS ARE COLLECTIVELY REFERRED TO AS “MOTOROLA SOLUTIONS”) DOES NOT MAKE AND HEREBY
DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE MOTOROLA SOLUTIONS SERVICES. MOTOROLA SOLUTIONS DOES NOT WARRANT THE CORRECTNESS,
COMPLETENESS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE MOTOROLA SOLUTIONS 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 Solutions Services may contain errors. So urce data is sometimes reported or entered inaccurately, processed poorly or incorrectly, and is generally not free from defect. The Motorola Solutions 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 Solutions, nor its subsidiaries and affiliates, nor any third- party data provider shall be liable to Customer (or to any person claiming through Customer t o whom Customer may have provided data from the Motorola Solutions Services) for any loss or injury arising out of or caused in whole or in part by use of the Motorola Solutions Services. If, notwithstanding the foregoing, liability can be imposed on Motorola Solutions, Customer agrees that Motorola Solutions' aggregate liability for any and all losses or injuries arising out of any act or omission of Motorola Solutions in connection with anything to be done or furnished under these Master Terms, regar dless 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 Solutions 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 Solutions 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 Solutions. IN NO EVENT SHALL Motorola Solutions BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING, INCURRED BY CUSTOMER.
8. 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 Solutions’ obligations under its contracts with its data providers, and Motorola Solutions’ internal policies, Motorola Solutions may conduct periodic reviews and/or audits of Customer’s use of the Motorola Solutions Services. Customer agrees to cooperate fully with any and all audits an d 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 Solutions will be subject to immediate action including, but not limited to, suspension or termination of the license to use the Motorola Solutions 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 Solutions 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 Solutions 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 Baldwin Park Police Department March 21, 2024
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that would create an enh anced security risk to Motorola Solutions, the Motorola Solutions 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. § 1 692-1692p) 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 Agr eement. Customer shall notify Motorola Solutions immediately of any changes to the information on Customer's Application for the Motorola Solutions Services, and, if at any time Customer no longer meets Motorola Solutions’ criteria for providing service, M otorola Solutions may terminate this agreement.
Customer is required to promptly notify Motorola Solutions 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 Solutions Services, Customer agrees to, and shall comply with, changes to the restricted license granted to Customer hereunder and as Motorola Solutions shall make from time to time by notice to Customer. Notices to Customer wi ll 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 Solutions may, at any time, impose rest rictions and/or prohibitions on the Customer’s use of some or all of the Motorola Solutions Services. Customer understands that such restrictions or changes in access may be the result of a modification in Motorola Solutions 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 Solutions of such restrictions, Customer agrees to comply with such restrictions.
AUTHORIZATION AND ACCEPTANCE OF TERMS
I HEREBY CERTIFY that I am executing this Exhibit , to the Subscription Services Agreement as the authorized representative of Customer and that I have direct knowledge of and affirm all facts and representations made above.
Customer Name: Baldwin Park Police Department
Signature
Print Name
Title
Dated (mm/dd/yy)
Baldwin Park Police Department March 21, 2024
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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 au tomatically 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.
Section I – Agency Information – please do not use abbreviations Full legal name of agency: Main phone number for address*:
*If this is a cell, additional documents may be
required
If this application is for an additional account, Parent account number:
Fax number:
Physical Address where LN services will be
accessed –
P.O. Box/Mail Drops cannot be accepted (street,
city, state, zip):
Previous address if at the current address less than 6 months:
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 Gov ernment ☐ State Law Enforcement ☐ Local/Municipal Law Enforcement ☐ Other (please explain):
Section II – Administrator and Main Contact Information (for additional administrators, please provide additional sheets) Product Administrator or Main Contact (first & last name): Title:
E-Mail Address: Admin IP Address:
Required for local and municipal agencies:
Administrator Home Address (street, city, state, zip): Administrator Date of Birth:
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Section III – Billing Information
Billing Contact (first & last name): check here if same as Administrator ☐
Title:
Billing Address (street, city, state, zip): Telephone:
E-Mail Address: Sales Tax Exempt:
☐ No ☐ Yes – please provide proof of exemption
Do you require a PO number on invoice:
☐ No ☐ Yes If Yes, provide PO Number:
Section IV – Business-to-Busine ss Vendor Reference
Required for local and municipal agencies:
Company Name: Contact:
Business Address (street, city, state, zip): Contact Phone Number:
E-mail Address: Account Number (if applicable):
Section V – Site Visits
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: Contact Phone:
Contact Email Address:
Signature
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: Date Signed:
Applicant Name: Title:
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NON-FCRA PERMISSIBLE USE CERTIFICATION – GOVERNMENT
Customer Name (Agency):
Name:
DBA:
Addre ss:
City, State,
Zip:
Contact Phone:
Name:
REQUIRED Please describe your purpose of use:
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 Enforcement Agencies Only: 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.
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☐ 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.
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. ☐ 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.
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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”), 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
☐ 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
1. AUTHORIZED USER (At least one (1) must be checked to receive Social Security 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 company 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:
2. AUTHORIZED USE (At least one (1) must be checked to receive Social Security Numbers)
☐ Location of suspects or criminals.
☐ Location of non-custodial parents allegedly owing child support and ex-spouses allegedly owing spousal support.
☐ Location of individuals alleged to have failed to pay taxes or other lawful debts. ☐ Identity v erification.
☐ Other uses similar to those described above. Describe your us e:
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)
☐ Federal, state or local government agency with law enforc ement responsibilities. ☐ Special inv estigativ e unit, subrogation department and claims department of a private or public insurance company 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:
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 support.
☐ 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 I. 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 www.lexisnexis.com/risk/DMFDocuments .
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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.
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 statu s, 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”) and that it meets the requirements of part (b) of this Section II:
(a ) Such Customer has a legitimate fraud prevention i nterest, 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.
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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.
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 o f 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 ac cess. 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 [email protected]; 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 ([email protected]) 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.
5. Law, Dispute Re solution, 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.
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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 Admini stration (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 of the Limited Access DMF. This provision will include any and all claims or liability arising from intellectual property rights.
8. 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 Name with state: Baldwin Park Police Department
Signature
Print Name
Title
Dated (mm/dd/yy)
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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 addition al 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.
Section I – Agency Information – please do not use abbreviations Full legal name of agency: Main phone number for address*:
*If this is a cell, additional documents may be required If this application is for an additional account, Parent account number:
Fax number:
Physical Address where LN services will be
accessed –
P.O. Box/Mail Drops cannot be accepted (street,
city, state, zip):
Previous address if at the current address less than 6 months:
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 explain):
Section II – Administrator and Main Contact Information (for additional administrators, please provide additional sheets)
Product Administrator or Main Contact (first & last name): Title:
E-Mail Address: Admin IP Address:
Required for local and municipal agencies:
Administrator Home Address (street, city, state, zip): Administrator Date of Birth:
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Section III – Billing Information
Billing Contact (first & last name): check here if same as Administrator ☐
Title:
Billing Address (street, city, state, zip): Telephone:
E-Mail Address: Sales Tax Exempt:
☐ No ☐ Yes – please provide proof of exemption
Do you require a PO number on invoice:
☐ No ☐ Yes If Yes, provide PO Number:
Section IV – Busine ss-to-Busine ss Vendor Reference
Required for local and municipal agencies:
Company Name: Contact:
Business Address (street, city, state, zip): Contact Phone Number:
E-mail Address: Account Number (if applicable):
Section V – Site Visits
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: Contact Phone:
Contact Email Address:
Signature
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: Date Signed:
Applicant Name: Title:
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(b) NON-FCRA PERMISSIBLE USE CERTIFICATION – GOVERNMENT
Customer Name (Agency):
Name:
DBA:
Addre ss:
City, State,
Zip:
Contact Phone:
Name:
REQUIRED Please describe your purpose of use:
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 Enforcement Agencies Only: 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 (c ) 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 S ervices, 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.
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☐ 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.
(d) 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 obta ined 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. ☐ 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 acco rdance with the permissible uses selected above or those selected subsequently in connection with a specific information request.
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(e ) 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”), 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 potent ially 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
☐ 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
1. AUTHORIZED USER (At least one (1) must be checked to receive Social Security 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 company 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:
2. AUTHORIZED USE (At least one (1) must be checked to receive Social Security Numbers)
☐ Location of suspects or criminals.
☐ Location of non -custodial parents allegedly owing child support and ex -spouses allegedly owing spousal support.
☐ Location of individuals alleged to have failed to pay taxes or other lawful debts. ☐ Identity v erification.
☐ 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).
DRIVER’S LICENSE NUMBERS
☐ Not an authorized user. Proceed to SECTION 4. DEATH MASTER FILE Baldwin Park Police Department March 21, 2024
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1. AUTHORIZED USER (At least one (1) must be checked to receive Driver’s License Numbers)
☐ Federal, state or local government agency with law enforcement responsibilities. ☐ Special investigativ e unit, subrogation department and claims department of a private or public insurance company 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:
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 support.
☐ 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).
(f ) SECTION 4. DEATH MASTER FILE
For access to Limited Access DMF Data only.
☐ No permissible purpose. Proceed to AUTHORIZATION AND ACCEPTANCE OF TERMS I. 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 www.lexisnexis.com/risk/DMFDocuments .
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.
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 Baldwin Park Police Department March 21, 2024
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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 respec t 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 th is Section II (“Certification”) and that it meets the requirements of part (b) of this Section II:
(g) 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 in terest 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
(h) 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
(i ) 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:
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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.
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 succe ssful 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 al l 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 i mmediately report the same to NTIS at [email protected]; 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 ([email protected] m) 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 calenda r year, or potentially uncapped for willful disclosure.
5. 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 disagre ement handling, and, without limitation to the foregoing, that jurisdiction is federal court.
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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 l imited 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 no t 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 of the Limited Access DMF. This provision will include any and all claims or liability arising from intellectual property rights.
8. 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 lie u 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: Baldwin Park Police Department
Signature
Print Name
Title __________________________________________ Dated (mm/dd/yy)
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Flex Maintenance and Support Addendum
This Flex Maintenance and Support Addendum ("Addendum"), is between Motorola Solutions, Inc., (“Motorola"), and Baldwin Park Police Department “Customer”).
For good and valuable consideration, the parties agree as follows:
Section 1: Definitions
1.1 “Coverage Hours” means the hours between 5:00 a.m. and 6:00 p.m., Mountain Time, Monday through Friday, excluding regularly scheduled holidays of Motorola.
1.2 “Documentation” means all written or electronic user documentation for the Software provided by Motorola to Customer. Documentation does not include Motorola marketing materials.
1.3 “Enhancement” means any modification or addition that, when made or added to the Software, changes its utility, efficiency, functional capability, or application, but that does not constitute solely an Error Correction. Motorola may designate Enhancements as minor or major, depending on Motorola's assessment of their value and of the function added to the preexisting Software.
1.4 “Error” means any failure of the Software to conform in all material respects to its functional specifications as published from time to time by Motorola, subject to the exceptions set forth in Section
4. 1.5 “Error Correction” means either a software modification or addition that, when made or added to the Software, establishes material conformity of the Software to the functional specifications, or a procedure or routine that, when observed in the regular operati on of the Software, eliminates the practical adverse effect on Customer of such nonconformity. Error Correction services are subject to the exceptions set forth in Section 4.
1.6 “Primary Agreement” means the agreement to which this Addendum is attached.
1.7 “Releases” means new versions of the Software, including all Error Corrections and Enhancements.
1.8 “Response Time” means six (6) or less Coverage Hours, from the time Customer first notifies Motorola of an Error until Motorola initiates work toward development of an Error Correction.
1.9 “Software” means the package of Motorola computer program(s), interfaces and/or data, in machine-readable form only, as well as related materials, including Documentation, initially or subsequently licensed by Customer. Software also includes all Utilities, modifications, new Releases and Enhancements. “Software” specifically excludes Third Party Software, except to the extent otherwise expressly stated in this Addendum.
1.10 “System Application Administrator” means an agent of Customer appointed by Customer, who has been certified on the Software by Motorola, pursuant to the procedures set forth in Section 6 hereof, and is able to communicate effectively with Motorola support personnel in the description and resolution of problems associated with the Software.
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1.11 “Support Term” means the entire period during which Customer is receiving support services for the Software under the terms of this Support Addendum, beginning on the installation date of the Software. Support services are included during the Software’s Warranty Period, as defined in Section
6.1 of Motorola’s Software License Agreement, which is the “Initial Support Term.” Thereafter, the Support Term shall automatically renew for successive periods of one year each, unless and until terminated pursuant to Section 8 hereof. In no event, however, shall the Support Term extend beyond the term of the Software License.
1.12 “Third Party Software” means software owned by third parties, whether (i) licensed b y the third party to Motorola for distribution to Motorola’s customers with the Software, such as mapping software, database software, paging software or open source software, or (ii) separately acquired by Customer as necessary or appropriate for use in c onjunction with the Software, such as word processors, spreadsheets, terminal emulators, etc.
1.13 “Utilities” means the software utilities and tools provided by Motorola as part of the Software, including Motorola’s XML Query, ODBC interface and implemen tation code, ctperl, dbdump, and dbload, as well as any other software utilities provided by Motorola in connection with the Software.
Section 2: Eligibility For Support
2.1 Support Termination. Motorola’s obligation to provide the support and maintenanc e services described in this Support Addendum with respect to the Software may be terminated pursuant to Section 8.2.2 or suspended, at Motorola’s discretion, if at any time during the term of this Support Addendum any of the following requirements are not met:
2.1.1 The Software License must remain valid and in effect at all times;
2.1.2 The Software must be operated on a hardware platform, operating system and version approved by Motorola; and
2.1.3 Customer must be current on payment of maintenance and support fees.
2.2 SAA Replacement. Motorola may require Customer to appoint a new Motorola Application Administrator (“SAA”) in order to continue receiving support services or increase Customer’s support fees, if Motorola reasonably determines that the acting SAA does not have the training or experience necessary to communicate effectively with Motorola support personnel.
Section 3: Scope of Services
During the Support Term, Motorola shall render the following services in support of the Software, during Coverage Hours:
3.1 Support Center. Motorola shall maintain a Support Services Control Center capable of receiving from the SAA reports of any software irregularities, and requests for assistance in use of the Software.
3.2 Services Staff. Motorola shall maintain a trained staff capable of rendering support services set forth in this Support Addendum.
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3.3 Error Correction. Motorola shall be responsible for using all reasonable diligence in correcting verifiable and reproducible Errors when reported to Motorola in accordance with Motorola's standard reporting procedures. Motorola shall, after verifying that such an Error is present, initiate work within the Response Time in a diligent manner toward development of an Error Correction. Following completion of the Error Correction, Motorola shall provide the Error Correction through a "temporary fix" consisting of sufficient programming and operating instructions to implement the Error Correction and Motorola shall include the Error Correction in all subsequent Releases of the Software. Motorola supports two (2) versions back from the most recent release version. However, Motorola may, but is not obligated to, provide Error Corrections for any version of the Software other than the most recent Release.
3.4 Software Releases. Motorola may, from time to time, issue new Releases of the Software to its Customers generally, containing Error Corrections, minor Enhancements, and, in certain instances, if Motorola so elects, major Enhancements. Motorola reserves the right to require additional license fees for major Enhancements. Motorola shall provide Customer with one copy of each new Release, without additional charge. Motorola shall provide reasonable assistance to help Customer install and operate each new Release, provided that such assistance, if required to be provided at Customer's facility, shall be subject to the supplemental charges set forth in Motorola’s current Fee Schedule.
3.5 Enhancements. Motorola shall consider and evaluate the development of En hancements for the specific use of Customer and shall respond to Customer's requests for additional services pertaining to the Software (including, without limitation, data conversion and report -formatting assistance), provided that such assistance, if agreed to be provided, shall be subject to supplemental charges mutually agreed to in writing by Motorola and Customer.
Section 4: Services Not Covered by this Support Addendum
The services identified in this section are NOT covered by this Support Addendum . Motorola strongly recommends that Customer secure a separate support agreement with third party vendors for all non- Motorola products. Motorola may, in its discretion, provide such services to Customer upon request, for an additional fee as the parties may agree in writing.
4.1 Third Party Products. Motorola will not provide support for any third party products, including hardware, or support for hardware failure due to the use of any third party products. Motorola may in its discretion provide first-line support for Third Party Software distributed by Motorola; if not, Motorola will refer Customer to the vendor of such software for resolution of support issues.
4.2 Customized Interfaces and Software. Motorola’s standard support does not include support for any custom interfaces or other customized Software developed by Motorola or any third party for Customer. Support and maintenance services for customized Software are subject to an additional support fee, if agreed in writing between the parties. Such support and maintenance services include bug fixes and minor modifications to the custom interface or software. They do NOT include major revisions or rewrites, such as those required to make a custom interface work with a new or upgraded version of the applicable third party software. Custom interfaces and support therefore are specific to the designated version of the applicable third party software or system. Any major changes to such third party software or system will require a new custom quote for M otorola to modify the custom interface to work with the new version of the third party software or system. Motorola’s support fees may also differ for the new version of the custom interface.
4.3 Network Failures. Motorola will not provide support for an y network failures or problems including, but not limited to, cabling, communication lines, routers, connectors, and network software.
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4.4 Data Recovery. Motorola’s standard support does not include restoration and/or recovery of data files and/or the operating system. Motorola will, upon request of Customer and subject to its then- current fees for such services, use reasonable efforts to assist Customer in recovering lost data.
4.5 Unauthorized Use. Motorola will not provide support where the problem arises out of any breach of warranty, damages to the Software or its database, data corruption, or support issues, security issues, or performance issues arising out of Customer’s or a third party’s use of the Utilities or any software not specifically licensed by Motorola to Customer for use in connection with the Software.
Any assistance provided by Motorola in resolving such problems shall be charged to Customer on a time and materials basis. Additionally, any unauthorized use of the Utilities or other s oftware in connection with the Software by Customer (or by a third party with Customer’s knowledge) may result, at Motorola’s sole option, in voidance of warranties, an increase in the annual maintenance and support fees under this Support Addendum, and/or loss of rights to upgrades under this Support Addendum.
4.6 Database Modifications. Motorola will not provide support for any damages to or problems with the Software or its database, data corruption, support issues, security issues, or performance issues arising from Customer’s utilization of the “write” feature of the ODBC interface to write to or modify the database in any way.
4.7 Misuse or Damage. Motorola will not provide support for Software problems caused by Customer misuse, alteration or dama ge to the Software or Customer’s combining or merging the Software with any hardware or software not supplied by or identified as compatible by Motorola, customizing of programs, accident, neglect, power surge or failure, lightning, operating environment not in conformance with the manufacturer's specifications (for electric power, air quality, humidity or temperature), or Third Party Software or hardware malfunction.
4.8 Operating System. Motorola is not responsible for supporting, configuring, maintaini ng, or upgrading the operating system, including, but not limited to, backups, restores, fixes, and patches, or for providing assistance with problems caused by operating system installation, configuration, errors, maintenance or repair, or using incorrect versions of the operating system.
4.9 Onsite Visits. Onsite service visits to Customer’s facility by Motorola are subject to additional charges, as set forth in Section 7.5.
4.10 Printers. Motorola is not responsible for supporting printers connected to the back of terminals/personal computers (commonly called pass -through printing) or network printers are not supported by Motorola.
Section 5: Obligations of Customer
5.1 Software Connectivity. Customer must maintain and provide, at no cost to Motorola, a CJIS- approved broadband internet connection to the server used with the Software, 24 hours per day, 7 days per week, to facilitate remote support utilities enabling Motorola support personnel to connect to and provide assistance with the server used with the Software. Third party connectivity tools, such as client VPN software, which must be installed on Motorola equipment, cannot be required by Customer.
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5.2 Customer Representative During Onsite Visits. Customer’s SAA or another authorized representative of Customer must be present when any onsite support is provided. Customer agrees that if such representative is not present when the Motorola representative arrives onsite, the Motorola representative shall notify an appropriate representative of Customer, if feasible, that there is no Customer IT representative present. If Customer's IT representative does not arrive within a reasonable time, no work will be performed and Customer will be charged for Motorola’s expenses relating to the visit. If Motorola’s on-site support person determines that changes to Customer’s system (hardware or software) are required or advisable, it will inform Customer’s representativ e. If such representative is not authorized to make or approve changes to Customer’s system, as applicable, Customer will promptly make available such a person.
5.3 English Language. All communications between Customer and Motorola must be in the English language.
5.4 SAA Assignment. Customer is responsible for providing one or more qualified Motorola Application Administrators as described in Section 6 hereof. At least one authorized representative, identified to Motorola by Customer in writing with cont act information, must be available at all times; however, after-hours availability is required only when and if Customer is requesting after-hours support from Motorola.
5.5 Security. Customer is responsible for providing all network and server security.
5.6 Error Information. Customer must provide Motorola with information sufficient for Motorola to duplicate the circumstances under which an Error in the Software became apparent.
5.7 CJIS Compliance. Customer is responsible for its own adherence to the FBI Criminal Justice Information Services (CJIS) Security Policy, the Health Insurance Portability and Accountability Act of 1996 (HIPAA) (to the extent applicable) and any other applicable security and privacy laws and regulations. Motorola will reasonably cooperate with Customer in connection therewith.
Section 6: SAA and Support Contact Requirements
6.1 Certification. Customer’s designated SAA must be certified by Motorola within one year of the date of Customer’s cutover to live operation of the Software (“Go-live”). The designated SAA must meet the following requirements in order to certify at the basic level:
6.1.1 Attend and participate in, and successfully pass the final written and practical examinations from the following courses within one hundred twenty (120) days of installation of the Software:
i. System Introduction – Inquiry,
ii. System Introduction – Data Entry & Modification,
iii. Basic System Administration, and
iv. General training applicable to the Software used by Customer.
6.1.2 Pass the Basic SAA exam within one year after the agency’s Go-live date.
6.2 SAA Training Costs. Customer will be responsible for the costs of such training, including any course fees, travel, and lodging expenses.
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6.3 SAA and Support Contact Information. Contact information for Customer’s SAA(s) and other authorized support contacts must be provided by Customer to Motorola’s Technical Services department. Any changes to Customer’s SAA and support contacts names and contact information must be promptly provided to Motorola’s support department.
6.4 Qualifications. Each designated SAA and Customer support contact must be qualified to address, or have other support resources to address, without the aid of Motorola, all problems relating to hardware, software, or operating system not directly associated with the Software.
Section 7: Fees and Charges
7.1 Support Fees. During the Initial Support Term, support services are included as part of the initial purchase price paid by Customer. Thereafter, Customer shall pay Motorola the applicable support fees or Motorola support invoice, and any other charges or fees described herein. Motorola reserves the right to change its support fee, effective upon no less than 90 days written notice to Customer prior to the end of the current annual period.
7.2 Support Fee Invoices. Motorola shall invoice Customer for annual Support Fees at the beginning of each contract year. In the event that additional billable work is performed, all billable charges and expenses will be invoiced to Customer at the beginning of the month following the month in which those charges and expenses accrued or were incurred. Customer shall pay the invoiced amounts immediately upon receipt of such invoices. Any amount not paid within thirty (30) d ays after the invoice date shall bear interest at the rate of eighteen (18) percent per year or the highest rate allowed by applicable law, whichever is less.
7.3 Equipment Fees. Customer shall be responsible for and agrees to pay the fees and charges incurred for procuring, installing, and maintaining all equipment, telephone lines, modems, communications interfaces, networks, and other products necessary to operate the Software.
7.4 After-Hours Charges. Customer agrees to pay additional charges accor ding to the Motorola Fee Schedule for all work required by Customer and performed outside of Coverage Hours. These charges are applicable for any work performed outside of the Coverage Hours, REGARDLESS OF THE CAUSE, even if the requested work was reported and/or initiated during normal Coverage Hours.
7.5 Onsite Support If Customer requests onsite support services, Customer shall reimburse Motorola for all labor, travel, and related expenses incurred by Motorola in providing such support services.
7.6 Additional Fees. Additional support fees may be required by Motorola if there is a significant increase in Customer's size with respect to use of the Software. An increase in size may arise either out of Customer's internal growth or out of a Host Agency/Sh ared Agency arrangement, if applicable.
Relevant factors include number of employees, number of dispatchers and/or number of jail beds.
Payment of such additional Support Fees is due within thirty (30) days of the date of the invoice for such fees. Such f ees will be prorated, based upon the date during the contract year the increase in Customer's size occurred. Additionally, Motorola may adjust support fees based on changes in (1) additional licenses or modules purchased by Customer, (2) Customer’s hardwa re, (3) the Coverage Hours selected by Customer, or (4) Customer’s violation of the restrictions set forth in Section 4.5 hereof.
Baldwin Park Police Department March 21, 2024
Motorola Solutions, Inc. Flex Softwar e and CommandCentral Upgrade Contractual Documentation
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restr icted
7.6.1 Inflation Adjustment. At the end of the first year of the Addendum and each year thereafter, a CPI percentage change calculation shall be performed using the U.S. Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI ‐U). Should the annual inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 3%. All items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the annual average for the New Year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%‐3% base).
Section 8: Termination
8.1 Automatic Termination. This Support Addendum shall autom atically terminate immediately upon termination of the Software License for any reason.
8.2 Termination by a Party. Either party may terminate this Support Addendum as follows:
8.2.1 If either Motorola or Customer provides a written notice to the other party, at least 90 days prior to the end of the then-current Support Term, of its intent to terminate this Support Addendum at the end of such Support Term; or
8.2.2 Upon 30 days prior written notice, if the other party has materially breached any provision of this Support Addendum and the offending party has not cured such breach within the 30-day notice period.
8.3 Final Invoicing upon Termination. Following termination of this Support Addendum, Motorola shall immediately invoice Customer for all accrued fees, charges, and reimbursable expenses; and Customer shall pay the invoiced amount immediately upon receipt of such invoice.
Section 9: General
9.1 Incorporation of Additional Terms. The terms of Section 2.1 (Products); Section 6.5 (Warranty Disclaimer); Section 8 (Limitation of Liability); Sections 9 & 10 (Confidentiality and Proprietary Rights); Section 12 (Disputes); and all of the General provisions in Section 13 are hereby incorporated into this Agreement by reference.
Baldwin Park Police Department March 21, 2024
Motorola Solutions, Inc. Flex Softwar e and CommandCentral Upgrade Finance
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restr icted
Section 5
Finance
Customer affirms that a purchase order or notice to proceed is not required for contract performance or for subsequent years of service, if any, and that sufficient funds have been appropriated in accordance with applicable law. The Customer will pay all invoices as received from Motorola and any changes in scope will be subject to the change order process as described in this Agreement. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for payment in accordance with this Agreement.
Quote and Purchase Addendum
Quoted Date: February 22, 2024 Quote Number: 1378657
Quote Expiration: July 15, 2024 Prepared By: Tally Gochis Services Include
Project Management and Installation – Motorola Solutions will assign a Flex Project Manager as the agency’s single point of contact. This individual will coordinate Motorola's expert staff as needed to ensure a smooth upgrade transition.
Included in Quote
Three Year - Custom GIS Managed
Services Renewal (Quarterly
Updates)
ArcGIS Pro Migration
Package Quote
$19,061.84
*Sales Tax Not Included
Years 1-3 Breakdown
Year 1 GIS Managed Services $19,061.84
Year 2 GIS Managed Services $19,061.84
Year 3 GIS Managed Services $19,061.84
3 Year Total: $57,185.52
Payment Terms
$19,061.84 First year payment amount due net 30 upon receiving invoice after project completion
Customer agrees to pay all invoices within thirty (30) business days of invoice date
The Customer’s signature below constitutes its agreement to purchase the licenses, products and/or services according to the terms quoted by Motorola Solutions within this document. This document shall serve as an addendum to the Purchase Agreement previously entered into between the Customer and Spillman Technologies. The terms and conditions of the Purchase Agreement, as well as the related License Agreement and Support Agreement, shall apply to the items quoted herein.
Customer affirms that a purchase order or notice to proceed is not required for contract performance or for subsequent years of service, if any, and that sufficient funds have been appropriated in accordance with applicable law. The Customer will pay all invoices as received from Motorola and any changes in scope will be subject to the change order process as described in this Agreement. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for payment in accordance with this Agreement.
Baldwin Park Police Department
Customer Name Authorized Signature
Date Print Name and Title
Bill To Address Ship To Address
CABaldwinParkPD February14,2024
Section1
GISManagedServicesCustomStatement of Work
1.1 Overview
ThisStatementofWork(SOW)describestheactivitiestobecompletedbybothMotorolaSolutions,Inc.(“Motorola”)and“Customer”inordertoenablethedeliveryoftheGISmanagedservicessolution.TheofferpresentedtoCustomerisforCustomGISManagedServices.CustomGISManagedServicesprovidesgeodatamanagementandgeoprocessingofCustomerprovidedinputdata.GeodatamanagementisacollectionofactivitiesincludingorganizingandeditingGISspatial andorattributedata(locationandattributesoffeatures,includingtheirshapesandrepresentation)tomaintaincurrentandaccuratelocationinformation.GeoprocessingperformsoperationsonthedatasetandreturnstheresultsasanoutputdatasetusedintheMotorolasystemforlocationvalidation,CADrecommendationsandvisual maps.ThisGISManagedServicessolutiondoesnotincludethecreationormaintenanceofdataintotheNENANG911schemaandanyNG911workisoutofthescopeofthiscontract.ServicedeliveryislimitedtothatpresentedinthisStatementofWork.WhileMotorolaisresponsibleforexecutingdataupdatesinaccordancewithdirectCustomerrequests,MotorolaisnotresponsiblefordataerrorsstemmingfromtheCustomerssourcedata.RequestsforserviceoutsideofthisStatementofWorkwillbeconsideredbyMotorolainaccordancewithMotorola’scontractchangeprocess.ThedurationoftheserviceisinaccordancewiththeTermnotedintheAgreementandcommencesontheEffectivedate.GISManagedServicesCustomprovidesaquarterlyservicedeliverycadence,asnotedonthequotepage.DataTypesandFrequencyTableTheDataTypesandFrequencyTablepresentsthelayertypesandupdatecadenceprovidedbyMotorolathatwill beprocessedasdescribedinthisSOW.Layerclassificationsdefinedas:● External –layersthataresuppliedtoMotorolathatareusedforprocessing/publishingorvisual mapdisplay.● Agency–layersthatareeithermanagedbyMotorolaonbehalfoftheCustomerorhostedbyMotorolafortheCustomertomanage.● Routing–layer(s)thatisusedspecificallyforquickestroutingandmanagedbyeitherMotorolaonbehalfoftheCustomerorbythecustomerasanexternal source.
GISManagedServicesCustomStatementofWork
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DefinedLayers UpdatedFrequencyExternal Layer(s) None N/AAgencyLayer(s) Limitedtozones/beatspolygons,addresspoints,streetcenterlines,commonplacepoints,pointsofinterest,andcitypolygon Quarterly
RoutingLayer(s) None N/A
1.1.1 ServiceDeliveryEnvironment
Customerwill providethefollowingenvironmentrequiredtosupportthedeliveryoftheservice:● DedicatedGISserverwithunattendedaccessbyMotorolaexclusivelyusedtosupporttheFlexsolutionthatmeetsorexceedscurrentEsri ArcGISServersystemrequirements.● InstallationofFlexfull clientonGISServer.● ArcGISDesktop/ProBasiclicense.Customerwill supplyauthorizationfilestoMotorolaSolutions.- IfCustomerisunabletoprovideauthorizationnumbers,Customerwill workdirectlywithanEsri accountrepresentativetoacquirelicenseauthorizationnumbers.- IftheFlexQuickestRoutemoduleispurchased,anEsri ArcGISDesktop/ProNetworkAnalystExtensionlicensewill beprovidedbytheCustomer.- CustomerisresponsibleforstayingcurrentwithEsri ArcGISDesktop/Pro+Extensionsannual softwaremaintenance.● Alocal useraccountwithlocal administratorpermissionsonGISServer.● RequestnecessarypatchesrequiredtosupporttheGISManagedServicedelivery.Motorolawill providetothefollowingenvironmentitemsrequiredtodelivertheservice:● ApracticedatabaserefreshifnotpreviouslycompletedwithinthreemonthsofthetermEffectivedate.● ValidateFlexpatchinglevelsarecurrentfortheapplicableproducts.Ifpatchesarerequired,patchesmaybeobtainedbytheCustomerviatheFlexpatchingprocessusingtheFlexPatchRequestform.● ValidateEsri softwareversion(s)andauthorizationsinclusiveofArcGISServer,ArcGISDesktop/ProandNetworkAnalystExtensionlicense(forusewithFlexQuickestRoutemodule)ontheGISServer.● RemoteAccessappliance(example:Bomgar)installationfileusedforunattendedremoteaccess.● AnArcGISEnterpriseaccountusedbyCustomertomaintainidentifiedagencylayersviatheMotorolaprovidedlocal datawebapplication.
Customeracknowledgesthatchangeintheaccessmethodwill causeMotoroladelaysorinabilitytocompletedeliveryofservice.Insuchinstancesservicedeliverywill resumeatsuchtimethatremoteaccessisrestored. Delaysresultingfromachangeinaccessmethodwill notresultinachangeintheserviceterm.ServiceInterruptionDisclaimer:IntheeventofaninterruptionofaccesstotheLocal DataWebApp,MotorolawillworkwithCustomertoaccommodatethedeliveryofanimpactedregularlyscheduledmanagedserviceupdateandoranimmediateneedforGISdatatransfer.
GISManagedServicesCustomStatementofWork
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1.1.2 GISManagedServicesWelcomeCall
TheobjectiveoftheGISManagedServicesWelcomeCall istoreviewtheprocessesandproceduresinvolvedindeliveringtheservice,thedeliverycadenceandengagementprocessandthescopeoftheservice.MotorolaResponsibilities● Initiatethewelcometeleconference.● Reviewtherolesoftheprojectparticipantstoidentifycommunicationflowsanddecision–makingauthoritybetweenprojectparticipants.● ReviewunattendedGISdataaccessmethodtotheGISServerwiththeCustomer.● ReviewtheServiceDeliveryEnvironmentrequirements.● ReviewMotorolaandCustomerresponsibilities,expectations,scopeandtermsoftheservice.● Reviewexistingvisual maps.● DiscussCustomersaccesstoandknowledgeoftheMotorolaprovidedlocal datawebapplication.● DiscussandagreeuponrecurringdatesthatMotorolawill deliverGISupdates.Deliverydatecouldbeplusorminusfivebusinessdaysfromtheagreedupondate.● RequestandreceivethemostuptodatecopyofexistingGISData(asdeterminedbyMotorola)inanEsri supportedformat.CustomerResponsibilities● AcknowledgetheneedforCustomerdataeditrequeststobeclearlydefined,communicatedanddeliveredtoMotorolainaccordancewiththeagreeduponschedule.● NameaGISknowledgeablepersonwhowill serveasthesinglepointofcontactandberesponsibleforcommunicationofdataeditsandclarificationofdataeditrequests. ● AcknowledgetheunattendedGISdataaccessmethodtotheGISServer.● ConfirmnetworkaccessofGISServerforusebytheFlexsystem.● ReviewthelayersincludedintheupdatesnotedintheDataTypesandFrequencyTable.● ProvidetherecurringdatesthatMotorolawill delivertheGISupdates. ● ProviderequestedGISdatawithintenbusinessdaysoftheconclusionoftheGISServicesWelcomeCall. ▪ 1.1.3DataUpdateandPublishing
GISlayersincludelocationverification,zone,androutingdatarepresentedinpoint,line,andpolygonfeatureclasses.GISdataandmapupdatesarecompletedwiththeupdatefrequencypresentedintheDataTypeandFrequencytable.Foreachupdate,theArcGISServerservicesusedbytheFlexsystemwill berefreshedwiththeupdateddataandactivatedfortheCustomer.TheCustomerwill benotifiedbeforeandaftertheupdateisappliedtoconfirmtheupdateisfunctional aftercompletion.
GISManagedServicesCustomStatementofWork
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MotorolaResponsibilities● Requestandprocessexternal GISdataupdatesfromtheCustomer’ssourceGISdatacontact.Modelsusedforprocessingupdatesshall beupdatedifthesourceschemachanges.PublishdataupdatesrepresentedinthelocationvalidationandlocatorservicestoCustomerslocationvalidationenvironment.● Acknowledgereceiptofrequestandunderstandingofthespecificsoftherequestedchangewithin3businessdaysofreceipt.● ProcessagencyGISdataupdatesfromMotorola-providedlocal datawebapplication.● ProcessagencyGISdataretainedinMotoroladatarepositorythatisnotavailableinMotorola-providedlocal datawebapplication.● Motorolawill rebuildandrepublishthenetworkdatasetforroutingservice.● UpdateandpublishEsri mapservice(s)tosupportFlexMapping.● PerformsymbologyandlabelingupdatestomapservicesasrequestedbyCustomerandpublishedpertheupdatefrequency.● Createmobilemappackages(MMPK)forofflineuseoftheFlexMobileMap.All associatedlocatorsand,ifpresent,networkdatasetwill beincludedinMMPKpackage.● UpdateCustomerspracticedatabaseandtransmitemail correspondencetoCustomerconfirmingdeliveryofanupdate.● PriortoupdatingCustomerslivedatabase,email Customerinformingthemofthetimethelivedatabasewill beswitchedtotheupdatedservices.● Email Customeruponcompletionoflivedatabaseandmapservicesupdatesconfirmingcompletionofthedeliverycadence.CustomerResponsibilities● ProvideMotorolawithconsistentGISdatauponrequestatleast5businessdaysbeforethescheduledupdate.● UseMotorola-providedlocal datawebapplicationtoupdateagencyGISdatalayers.● ProvideMotorolawithclearandspecificagencydatalayerupdatechangesthatarenotavailableinMotorolaprovidedlocal datawebapplication.● Within3businessdaysofMotorolanotifyingCustomerofanupdatebeingappliedtothepracticedatabase,testlocationandzoneassignments.● NotifyMotorolaofanyissueswiththeupdatesonthepracticedatabasethatcauseCustomertorejecttheupdateandpreventMotorolafromapplyingtheupdatetothelivesystem.● DistributeMMPK’stoCustomerdevicesthathaveFlexMobileMapinstalled. ifCustomerfailstonotifyMotorolaoftherejectionofanupdatewithintheallottedtime,Motorolawill applytheupdatetothelivedatabaseandconsidertheservicedeliverycomplete. ▪ 1.1.4Annual AddressMaintenance
Motorolawill executeaddressmaintenanceonanannual basistokeephistoricaddressesinsyncwiththecurrentGISdata.ThemaintenanceisfacilitatedbyabatchutilityintheAdministrationManageroftheFlexclient.
GISManagedServicesCustomStatementofWork
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Thesystemmayexperiencesomelevel ofsystemslownesswhiletheannual batchutilityisrunning.Thedurationoftimetocompletethebatchutilityrunisdependentupondatavolume,systemactivityanduseractivity.ItishighlyrecommendedthattheCustomercoordinateitsexecutionatamutuallyagreeabletimewiththeMotorolaGISresource.
MotorolaResponsibilities● CoordinatewithCustomerontheexecutionoftheaddressmaintenanceutility.● ExecuteaddressmaintenancetokeepGISdataandhistoricdatainsync.CustomerResponsibilities● CoordinatewithMotorolaontheexecutionoftheaddressmaintenanceutility.● Correctidentifiederroneousaddressmaintenanceerrors. ▪ 1.1.5Aerial Imagery
TheMotorolaFlexproductpossessesthecapabilityofincludingorthophotographicimagery(sometimesreferredtoasaerial imagery)whenpublishedasanArcGISServermapservice.Motorolaisnotresponsibleforacquiring,processing,ortho-correctingordistributingtheimageryorthedatacontainedtherein.ItisthesoleresponsibilityoftheCustomertomaintainthisdataandtoworkwiththeairphotovendortomakeanychangesorcorrections.CustomersmayobtainEsri guidanceonmapserviceusesandfunctionalityontheEsri website(Gotohttps:\\enterprise.arcgis.com,searchArcGISServer,gotocurrentreleaseversionandreference‘Whatisamapservice?”forserviceexplanationandpublishingguidance).PublishingofmapservicesincludingimageryonthededicatedFlexGISserverisonlypermissiblewhenpublishingasadynamicmapservice.PublishingofmapservicesusingtilecachingisnotsupportedonthededicatedFlexGISserver.IfCustomerchoosestousemapserviceswithtilecaching,aseparatestandaloneGISserver(virtual orphysical)will needtobeprovidedandinstalledbyCustomer*.Motoroladoesnotprovidefordeploymentorsupportassistanceofmapservicesusingtilecachingincludingimagery,customermayprovideMotorolathemapserviceURLandMotorolawill addtheURLintheFlexmappingconfigurationpage. *Additional GISservermachinesmusthaveArcGISServerStandardinstalledandlicensed.License(s)forArcGISapplicationsarethesoleresponsibilityoftheCustomer.ArcGISServerStandard(OEM)isonlyforuseonthededicatedFlexGISserver,MotorolaandEsri licensingagreementsdonotpermittheuseoftheMotorolasourcedArcGISServerStandardlicensetobeauthorizedonanyothermachinethanthededicatedFlexGISserveranddisasterrecoveryserver(whenpurchasedthroughMotorola). ▪ 1.1.6Esri andFlexGISServiceEnvironment Updates
MaintainingtheEsri andFlexGISServiceenvironmentisacollaborativesetoftaskstobefulfilledbyeachparty.IntheeventanEsri versionupdatetoArcGISServerisrequiredforongoingsupportoftheFlexsystem,Motorolawill performtheupdateandauthorizationofArcGISServerOEM.
GISManagedServicesCustomStatementofWork
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Motorolawill updateFlexSOEandFlexaddresslocatorsasneededtosupporttheFlexsolution.TheCustomerwill updatetheEsri ArcGISDesktop/ProsoftwareasneededtosupporttheoperationoftheFlexsolution.IntheeventtheCustomercannotupdatetheEsri ArcGISDesktop/Prosoftware,theCustomerwill providetheEsri authorizationinformationto Motorola.Motorolawill performandauthorizetheupdate.TheCustomerwill updatetheEsri ArcGISServersoftware(ifnotpurchasedthroughMotorola)asneededtosupporttheoperationoftheFlexsolution.IntheeventtheCustomercannotupdatetheEsriArcGISServersoftware,theCustomerwill providetheEsri authorizationinformationandinstallationmediatoMotorola.Motorolawill performandauthorizetheupdate.Motorolawill onlyupdateandauthorizeinstallationsoftheArcGISServerstand-aloneapplication.Motorolawill notupdateorauthorizeArcGISEnterpriseoranyofitsmodulesbeyondtheArcGISservermodule.
Section2
GISManagedServicesArcGISProMigrationForFLEXStatementofWork
2.1 Overview
InaccordancewiththetermsandconditionsoftheAgreement,thisStatementofWork(SOW)definestheprincipal activitiesandresponsibilitiesofall partiesforthedeliveryoftheMotorolaSolutions,Inc.(Motorola)servicesaspresentedinthisoffertotheCustomer(hereinafterreferredtoas“Customer”).Whenassigningresponsibilities,thephrase“Motorola”includesoursubcontractorsandthirdpartypartners.DeviationsandchangestothisSOWaresubjecttomutual agreementbetweenMotorolaandtheCustomerandwill beaddressedinaccordancewiththechangeprovisionsoftheAgreement.Unlessspecificallystated,Motorolaworkwill beperformedremotely.Customerwill provideMotorolaresourceswithunrestricteddirectnetworkaccesstoenableMotorolatofulfill itsdeliveryobligations.Motorola’sArcGISPromigrationservicesarelimitedtomigratingtheCustomersexistingEsri ArcGISDesktopenvironmenttoEsri’sArcGISProenvironmenttosupportthecontinueduseofCustomersexistingGISdataintheMotorolasystem. TheservicesarelimitedtothosecontainedinthisSOWandexcludeprocurement,installation,initiationandorconfigurationofanyadditional hardware,softwareorservice.
GISManagedServicesCustomStatementofWork
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MotorolaandtheCustomerwill worktocompletetheirrespectiveresponsibilitiesinaccordancewiththemutuallyagreeduponProjectSchedule.AnychangestotheProjectSchedulewill bemutuallyagreeduponviathechangeprovisionoftheAgreement.
2.2 RequiredResources
Inordertoenableasuccessful migrationfromArcGISDesktoptoArcGISPro,bothMotorolaandtheCustomerwill assignsufficientlyskilledresourcestofulfill theresponsibilitiesoutlinedinthisStatementofWork.MotorolaGISAnalystTheMotorolaGISAnalystspecializesingeographical informationtechnologyandpossessesexpertlevel experiencewithESRItoolsets.TheMotorolaGISAnalystfulfillstheMotorolaresponsibilitiesoutlinedinthisSOWandprovidesthefollowing:● CustomerguidancewithadherencetoGISdatarequirementsoftheMotorolaGISsystem.● ConsultontheconversionofCustomerGISsourcedataforMotorolause.
KeyDispatchResource
Thekeydispatchresourceplaysanintegral partintestingthemigratedGISsystemandistheconduitbetweentheGISAdministratoranddispatchers. Activeparticipationintestingiscritical tothesuccessful completionoftheArcGISPromigrationactivities.
2.3 CompletionCriteria
MotorolaServicesareconsideredcompleteuponMotorolaperformingthelasttasklistedinaseriesofresponsibilities.Customertaskcompletionwill occurperamutuallyagreeduponscheduleenablingMotorolatocompleteitstaskswithoutdelay.Customerwill provideMotorolawrittennotificationthatitdoesnotacceptthecompletionofMotorolaresponsibilitiesorrejectsaMotorolaservicedeliverablewithinfivebusinessdaysofcompletionorreceiptofadeliverable.TheServiceCompletionwill beacknowledgedinaccordancewiththetermsofMasterCustomerAgreementandtheServiceCompletionDatewill bememorializedbyMotorolaandCustomer.
GISManagedServicesCustomStatementofWork
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2.4 MigrationServices
2.4.1 PlanningSession
AclearunderstandingoftheexpectationsofbothMotorolaandtheCustomerarecritical tofosteringacollaborativeenvironmentoftrustandmutual respectrequiredforasuccessful migrationtoArcGISPro.APlanningteleconferencewill bescheduledaftertheAgreementhasbeenexecutedtoreviewthescopeandinvolvementsincompletingthemigration.Timelyinteractioniscritical tothesuccessfulcompletionofthemigration.Theagendawill includethefollowing:● ReviewprojectdeliveryrequirementsasdescribedinthisSOW.● Areviewofthehardwareandsoftwareprerequisites.● DiscussCustomerinvolvementindatagathering,datacleanupandprovisioningtoconfirmunderstandingofthescopeandrequiredtimecommitments.● DiscussMotorolaremoteaccessrequirements(accesstoasecuredtwo-wayInternetconnectiontotheMotorolasystemfirewallsforthepurposesofupgradeactivities).MotorolaResponsibilities● ScheduletheremotePlanningSession.● Requesttheattendanceofanyadditional Customerresourcesthatareinstrumental intheproject'ssuccess,asneeded.● ReviewtheFlexpatchinglevel.● ProvideCustomeralinktotheFlexHardwareandSystemRequirementsdocumentscontainedintheMotorolaSolutionsLearningSite(LXP).● ReviewtheGISdatarequirements.● ReviewGISlayersusedinexistingpurchasedFlexmodules.● ReviewMotorola’sdeliveryapproach,schedule,anditsrelianceonCustomer-providedremoteaccess.● Schedulemigrationchecksession.
CustomerResponsibilities● Updateand/orconfirmFlexpatchingisatorabovepatchlevel 2023.3.● ProvideconfirmationthatthePracticeenvironmentDatabaseisfunctioningandaccessible.● VerifytheCustomerprovidedWindowsGISserverisrunninganArcGISServerversionthatsupportstheArcGISProenvironmentasperthemostcurrentFlexHardwareandSystemrequirementsfoundinMotorolaLXP.● ProvideanArcGISProlicensethatcoordinateswiththeArcGISServerversionthatispresentontheWindowsserverdedicatedforuseastheFlexGISserver.● IfanSSLcertificateisaconfiguredcomponentoftheCustomer’sGISSerververifycertificateisconfiguredforusewithArcGISServer.● Reviewcurrentsystem,modulerequirementsandGISDataRequirementsdocumentslocatedinMotorolaLXP.
GISManagedServicesCustomStatementofWork
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● ProvidethecurrentArcGISDesktopbasedfolderanddatastructuretoMotorola.
2.4.2 MigrationBuild
OveramutuallyagreeduponperiodoftimeMotorolawill developafunctional datasettobedeliveredtotheCustomerintheformatnecessaryfortheArcGISPromigration.
MotorolaResponsibilities● BuildtheArcGISProfolderanddatastructurethatwill bedeliveredtotheCustomerduringtheConversionExecutionactivities.● UponcompletionoftheMigrationBuild,deliverthedatasettotheCustomerandloadthedelivereddatasetontheFlexGISServer.CustomerResponsibilities● Performdatacleanup,asmayberequiredtoensuredataconformstoFlexGISDatarequirements.
2.5 ConversionProcessing
Conversionprocessingconsistsoftwoprimaryactivities:buildingthemigrationdatasetandsettingupthedatasetontheFlexGISServer.
2.5.1 ConversionExecution
Motorolawill completetheconversionviaremoteaccesstotheFlexGISserver.Aftertheconversionworkactivitieshavebeencompleted,thepracticedatabasewill belinkedtothenewArcGISPropublishedservices.MotorolaResponsibilities● Buildthemigrationdataset.● Uponcompletionofthemigrationbuild,deliverthemigrationbuilddataset.● Thefollowingitemswill becompleted:- ProvideFlexEnterpriseSOE.soe,FlexProToolboxToolsscripts,andlocatorbuildrequirements.- ExecuteeachofthefollowingontheCustomersGISenvironment:▪ ImportCustomersGISdataintothemigrated filestructuretocreateastagingareaontheCustomerPracticeenvironment.▪ Model setupandFlextoolset▪ CreateArcGISProsupportedfilestosupportcontractedFlexmodules.▪ UpdatemapconfigurationintheAdministrationManager(adminutil)ontheFlexsystem.● TestaddressvalidationwithintheFlexclienttoconfirmthatGeoValidationisfunctioning.● Testvisual mapdisplayandroutingcapabilityifMappingmodulesandorquickestroutearecomponentsofCustomerssystem.
GISManagedServicesCustomStatementofWork
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2.5.2 ValidationBurninPeriod
ThevalidationburninperiodprovidestheCustomeranopportunitytoexercisethemigratedGISsystempriortocommencingproductionuse.Thevalidationburninperiodstartsuponconclusionofthemigrationexecutionforthepracticeenvironmentandextendsfortenbusinessdays.MotorolaResponsibilities● ProvideremoteassistanceinsupportofCustomertestingactivitiesofcontractedFlexmoduleswithinthePracticedatabase.● AssistCustomerindeterminingGISdataissuesaffectingexpectedoutcomes.● RespondtoCustomerreportedanomaliesmanifestingintheFlexsoftware.CustomerResponsibilities● ExercisetestingofthecontractedFlexmodulesinthePracticeenvironment,validatingCustomergeneratedusecases.● UsetheMotorolaresourcetotriageanomaliessoastoidentifyGISdataissuesversusFlexapplicationissues.● CorrectanyidentifiedGISdataissues.● Uponconclusionofthevalidationburninperiod,placeafreezeonthePracticedatabaseinpreparationforactivationinproduction.● CoordinateadayandtimeforMotorolatoapplymigratedservicestotheproductionenvironment.
2.5.3 MigrationBuildtoProduction
ApplyingmigratedservicestotheProductionenvironmentcompletestheupgradeprocess.MotorolaandCustomerwill agreeuponthedayandtimetoapplythemigratedservicestotheproductionenvironment.Bothpartieswill participateviaateleconferenceinordertorespondtoanynegativeimpactsthatmayariseintheproductionenvironment.MotorolaResponsibilities● EstablishateleconferencepriortoinitiatingtheimplementationofmigratedservicesintheProductionenvironment.● Applymigratedservicestotheproductionenvironment.● VerifyfunctionalityofthecontractedFlexmoduleswithintheFlexclienttoconfirmthattheyareoperational intheProductionenvironment.CustomerResponsibilities● EnsureavailabilityoftheKeyDispatchandSAArepresentatives.● ProvideMotorolawrittendocumentationofanyanomaliesintheproductionenvironment,directlyattributedtotheArcGISPromigration,withinfivecalendardaysofcommencinguseintheProductionenvironment.● IfnotincludedinthecurrentGISManagedServicesserviceagreement,performroutineAddressMaintenancetoensuredatabaselocationintegrity.
GISManagedServicesCustomStatementofWork
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