Competitive Grant Program Subrecipient Applicant Resources Your organization must allocate the appropriate equipment, facilities, personnel, supplies, etc. to develop, implement, and evaluate the Broadband Internet and Devices Distribution Outreach, Enrollment, and Adoption Activities.
Competitive Grant Program Subrecipient Applicant Funding Allocation Your organization will receive a total of $425,596.00 to develop, implement, and evaluate the Broadband Internet and Devices Distribution Outreach, Enrollment, and Adoption Activities.
This includes $171,996.00 to distribute 400 internet-enabled laptop computers and $153,600.00 to distribute 400 internet-enabled mobile hotspots with 12 months of free subsidized broadband internet service to the covered populations. This also includes $100,000.00 to develop, implement, and evaluate the Broadband Internet and Devices Distribution Outreach, Enrollment, and Adoption Activities. This funding allocated will be dedicated equally amongst covered population groups.
Competitive Grant Program Subrecipient Applicant Funding Match Requirement Your organization is expected to provide a 10 percent match of cash contributions or in -kind contributions of property, goods, or services for the $425,596.00 funding allocation. Examples of in -kind contributions may include employee or volunteer services, equipment, supplies, indirect costs, computer hardware and software, and use of facilities. Your organization is encouraged to provide a 20 percent match to increase the competitiveness of the regional Competitive Grant Program application.
Competitive Grant Program Subrecipient Applicant Period of Performance The Competitive Grant Program period of performance for your organization will begin either in later calendar year 2025 or early calendar year 2026 through the end of calendar 2028. This includes calendar year 2029 for the Competitive Grant Program evaluation.
Competitive Grant Program Subrecipient Applicant Good Standing Status with Federal and State Funding Agencies
Your organization as a Subrecipient Applicant hereby warrants that neither it nor any of its staff members are restricted, excluded, or suspended from providing goods or services under any broadband -related programs funded by the Federal and State government, directly or indirectly, in whole or in part. Your organization will notify the County Director of Digital Equity within thirty (30) calendar days in writing of 1) any event that would require your organization or a staff member's mandatory exclusion or suspension from participation in a Federal or State government broadband -related funding programs; and 2) any exclusionary action taken by any agency of the Federal or State government against your organization or one or more staff members barring it or the staff members from participation in a Federal or State funded broadband -related programs, whether such bar is direct or indirect, or whether such bar is in whole or in part. Your organization must indemnify and hold the County harmless against any and all loss or damage the County and/or your organization may suffer arising from any Federal or State government exclusion or suspension of your organization or its staff members from such participation in Federal or State broadband -related funding programs.
Exhibit 2 129
Competitive Grant Program Subrecipient Applicant Technical Assistance, Training, and Support Resources
As the Authorized Representative, the County will streamline and centralize a Countywide Competitive Grant Program administration and management process where County staff will serve as the primary Competitive Grant Program administrator and manager for all Subrecipient Applicants. This includes organizing and implementing monthly Competitive Grant Program meetings and office hours for the Subrecipient Applicants to track deliverables, equity indicators, lessons learned, milestones, outcomes, outputs, and keep the Subrecipient Applicants informed of digital inclusion project activity progress.
Competitive Grant Program Subrecipient Applicant Partnership Agreement Please be advised that this binding LOC is contingent upon the successful Competitive Grant Program funding award to the County as the Authorized Representative and primary applicant.
Your commitment to serving as a Subrecipient Applicant to develop, implement, and evaluate Broadband Internet and Devices Distribution Outreach, Enrollment, and Adoption Activities for the duration of the period of performance and evaluation period. The County will keep your organization informed of key Competitive Grant Program activities and progress.
The LOC is executed by both the County as the Authorized Representative and the City of Bell Gardens as the Subrecipient Applicant as a binding agreement upon receiving the signatures below.
Rebecca F. Kauma
Director of Digital Equity
Internal Services Department (ISD)
County of Los Angeles
Michael B. O'Kelly
City Manager
City of Bell Gardens
Contact Information
The County looks forward to collaborating with your organization to develop, implement, and evaluate digital inclusion activities as part of the Competitive Grant Program funding opportunity. The County is confident that your organization's efforts will successfully advance digital equity and inclusion Countywide and within your respective city/community through collective intergovernmental and cross -sector regional coordination.
Exhibit 2
130
Feel free to contact Rebecca F. Kauma at [email protected] if your organization has any follow-up questions regarding the LOC and/or the Competitive Grant Program.
Respectfully,
Rebecca F. Kauma
Director of Digital Equity
Internal Services Department (ISD)
County of Los Angeles
rkauma '≥isdJacounty.gov
Exhibit 2 131
CITY OF BELL GARDENS
OFFICE OF THE CITY MANAGER
AGENDA REPORT
Item 7.
TO:
FROM:
BY:
Honorable Mayor and City Council Members
Michael B. O'Kelly, City Manager
Paul Camacho, Chief of Police
Rigo Barrios, Lieutenant
SUBJECT: RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF BELL GARDENS AND MOTOROLA SOLUTIONS, INC. FOR FLEX SOFTWARE AND
COMMANDCENTRAL PLATFORM
DATE: September 9, 2024
RECOM M ENDATION:
It is staff's recommendation that the City Council by motion:
1. Waive the purchasing policy requirements pursuant to Bell Gardens Municipal Code Section 3.04.100(A); and
2. Adopt the attached Resolution; and
3. Authorize the City Manager to execute a three-year Master Customer Agreement with Motorola Solutions, Inc. for the Flex Software and CommandCentral Platform.
BACKGROUND/DISCUSSION:
In April of 2019, the City of Bell Gardens entered into a five-year agreement with Motorola Solutions, Inc., formerly known as Spillman Technologies, Inc., ("Motorola") for use of their Flex Software and CommandCentral Platform for Computer Aided Dispatch (CAD)/ Records Management System (RMS) software. This technology allows the Police Department to electronically manage its operations to include dispatching, tracking of public calls for service, custody intake, and field report writing, as well as the management of all Police Department records such as crime reports, citations, and evidence. These software systems are now standard tools used by law enforcement agencies all over the world to effectively and efficiently manage operations.
The City requires to enter into a new agreement with Motorola. The Police Department's CAD/RMS infrastructure is solely based on the Motorola Software. Bell Gardens Municipal Code Section 3.04.100(A) provides that for purchases of more than $10,000 the City Council may waive standard purchasing policy requirements when it finds that such supplies or equipment are unique because of their quality, durability, availability, or fitness for a particular use and are available only from one source, or, if available from more than one source, bidding is not likely to result in the lowest price. There are no other vendors that we can purchase this software from making Motorola a sole source.
If the City were to instead attempt to go through a formal process, it would require a migration of our current data to completely new infrastructure. Therefore, Staff believes a formal process would not result in pricing or services that are more beneficial than the pricing and services offered by Motorola.
Our current agreement has a set rate at $54,823.13 for annual maintenance. The City however, also has the option to utilize 27 modules that enhance the capabilities of the software for an additional $14,500, which is shown in year one of the proposed agreement.
132
CONCLUSION:
If the attached Resolution is adopted, Staff will process the agreement for signatures for execution.
FISCAL IMPACT:
Staff recommends a three-year agreement with Motorola Solutions, Inc. in the amount of $54,823.13 per year with a one-time server migration fee of $14,500 for a total amount of $178,969.39. The funds will be included in the Police Department's general fund for FY 2024-2025.
ATTACHMENTS:
Exhibit 1 - Resolution No. 2024-68
Exhibit 2 - Service Agreement
APPROVED ELECTRONICALLY BY:
Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney and/or Susie Altamirano, Assistant City Attorney Manuel Carrillo, Director of Finance and Administrative Services 133
RESOLUTION NO. 2024-68
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL
GARDENS, AUTHORIZING AN AGREEMENT WITH MOTOROLA
SOLUTIONS, INC. FOR FLEX SOFTWARE AND COMMANDCENTRAL
PLATFORM
WHEREAS, the City of Bell Gardens ("City") has utilized an automated software system through Motorola Solutions, Inc., formerly known as Spillman Technologies, Inc. ("Motorola"), for use of their Flex Software and CommandCentral Platform for Computer Aided Dispatch (CAD)/Records Management System (RMS) software; and WHEREAS, the City requires to enter into a new agreement with Motorola to support the existing system along with server migration; and WHEREAS, Bell Gardens Municipal Code Section 3.04.100(A) provides that for purchases of more than $10,000 the City Council may waive standard purchasing policy requirements when it finds that such supplies or equipment are unique because of their quality, durability, availability, or fitness for a particular use and are available only from one source, or, if available from more than one source, bidding is not likely to result in the lowest price; and
WHEREAS, there are no other vendors that the City can purchase the software from making Motorola a sole source; and
HEREAS, staff believes a formal process would not result in pricing or services that are more beneficial than the pricing and services offered by Motorola.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bell Gardens as follows:
SECTION 1. The City Council of the City of Bell Gardens hereby finds that the above recitals are true and correct and incorporate them herein by this reference.
SECTION 2. The City Council finds that an Agreement with Motorola for use of their Flex Software and CommandCentral Platform for Computer Aided Dispatch (CAD)/Records Management System (RMS) software is unique and only available from one source.
SECTION 3. The City Council hereby authorizes an Agreement with Motorola for use of their Flex Software and CommandCentral Platform for Computer Aided Dispatch (CAD)/Records Management System (RMS) software as described in the accompanying staff report herewith.
Exhibit 1 134
Resolution No. 2024-68
SECTION 4. The City Council further authorizes the City Manager to execute the agreement with Motorola Solutions, Inc., and any and all documents relating to the Agreement, which are reasonably necessary to effectuate the intent of this Resolution.
SECTION 5. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon its approval.
PASSED, APPROVED, AND ADOPTED THIS 9th day of September, 2024.
THE CITY OF BELL GARDENS
Gabriela Gomez , Mayor
APPROVED AS TO FORM: ATTEST:
Stephanie Vasquez
City Attorney
Daisy Gomez
City Clerk
[Signatures on the following page]
2 of 3
Exhibit 1 135
Resolution No. 2024-68
I, , City Clerk of the City of Bell Gardens, hereby CERTIFY that City Council Resolution No. was adopted by the Bell Gardens City Council at a regular meeting of the City Council held on , and was approved and passed by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
Daisy Gomez
City Clerk
3 of 3
Exhibit 1 136
MOTOROLA SOLUTIONS
Proposal
City of Bell Gardens
September 5, 2024
The design, technical, and price information furnished with this proposal is proprietary information of Motorola Solutions, Inc. (Motorola). Such information is submitted with the restriction that it is to be used only for the evaluation of the proposal, and is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the proposal, without the express written permission of Motorola Solutions, Inc.
MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2024 Motorola Solutions, Inc. All rights reserved.
Exhibit 2 137
LA SOLUTIONS
Motorola Solutions, Inc.
500 W Monroe Street, Ste 4400
Chicago, IL 60661-3781
August 29, 2024
Lt. Rigoberto Barrios
City of Bell Gardens
7100 Garfield Ave
Bell Gardens, CA 90201
Re: 3 Year Flex Renewal
Dear Lt. Barrios:
Motorola Solutions, Inc. ("Motorola") is pleased to provide the attached Proposal to the City of Bell Gardens. This Proposal is valid for 90 days.
Motorola's Proposal is subject to the terms and conditions of the enclosed "Contract Package" consisting of the Master Customer Agreement, Equipment Purchase and Software License Addendum, Software Products Addendum, Subscription Software Addendum, and Flex Maintenance and Support Addendum (collectively, the "Agreement"). You may accept this Proposal by signing the attached Agreement and sending your order to your Motorola Public Safety Solutions Consultant listed below.
Motorola appreciates your consideration of this Proposal and hopes you will find it acceptable. Motorola would be pleased to address any concerns you might have, and we look forward to receiving your response. Please feel free to contact your Motorola Public Safety Solutions Consultant with any questions:
Tally Gochis
Sr. Account Manager
435-840-0198
[email protected]
Sincerely,
Motorola Solutions, Inc
Tyler Holland
Area Sales Manager
Table of Contents
4O MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pa ll
Section 1
System Description 2
1.1 The CommandCentral Platform 2
1.2 CommandCentral Investigate 2
1.3 CommandCentral Community 3
Section 2
Statement of Work 2-1
2.1 CommandCentral Investigate 2-1
2.1.1 Online Training 2-1
2.1.2 Transition to Support and Customer Success 2-2
2.2 CommandCentral Community 2-3
2.2.1 Contract Administration and Project Initiation 2-3
2.2.2 Completion and Acceptance Criteria 2-3
2.2.3 Project Roles and Responsibilities 2-4
2.2.4 Planning and Discovery 2-7
2.2.4.1 Project Planning and Pre -Implementation Review 2-7
2.2.5 CommandCentral Enablement 2-8
2.2.5.1 Agency and User Setup 2-8
2.2.6 Environmental Design Considerations 2-9
2.2.7 Interfaces and Integration 2-10
2.2.7.1 Interface Installation and Configuration 2-10
2.2.8 CommandCentral Solution Provisioning 2-11
2.2.9 CommandCentral Online Training 2-11
2.2.10 Transition to Support and Customer Success 2-12
Section 3
Remote Server Migration 3-1
3.1 Introduction and Purpose 3-1
3.2 Project Objectives 3-1
3.3 Change Management Procedures 3-1
3.4 Project Assumptions and General Responsibilities 3-2
3.5 Project Tasks and Responsibilities 3-3
Attachment A 3-10
Section 4
PricingSummary 4-1
4.1 Pricing Summary Table 4-1
4.2 Pricing Detail 4-1
Section 5
Contractual Documentation 5-1
Table of Contents
MOTOROLA SOLUTIONS
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Exhibit 2 449
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
Section 1
This solution is part of Motorola Solutions' CommandCentral platform, which provides interconnected solutions that unify data and streamline public safety workflows. Through single sign -on capabilities, your personnel can access all CommandCentral applications with one agency username and password for a more streamlined workflow. The CommandCentral platform puts your agency's information to better use, improves safety for critical personnel, and helps keep your focus on the communities you serve.
CommandCentral is built to evolve over time, maximizing the value of existing investments while adopting new capabilities that better meet your personnel's growing needs. With cloud -based services and an agile development methodology through constant user feedback, Motorola Solutions can rapidly deliver new features and functionality in a more manageable, non -intrusive way.
VOICE & REAL-TIME RECORDS
COMMUNITY EMERGENCY CALL COMPUTER INTELLIGENCE & EVIDENCE ANALYSIS & JAIL & INMATE
ENGAGEMENT MANAGEMENT AIDED DISPATCH OPERATIONS MANAGEMENT INVESTIGATION MANAGEMENT i
Figure 1-1: The CommandCentral End -to -End Platform
Motorola Solutions' CommandCentral Investigate is a next -generation crime analysis and intelligence solution that helps users uncover actionable insights, allocate resources, and fight crime.
CommandCentral Investigate is powered by LexisNexis, integrating with existing data sources and leverages inter -jurisdictional data to allow seamless search across incident data sources from law enforcement agencies nationwide. It also provides highly configurable experiences with purpose-built tools for specific roles across your agency.
By investing in CommandCentral Investigate, investigators can use link analysis across datasets to easily track down leads and close cases. Command staff can quickly identify emerging trends and with the help of analysts, better understand those patterns, and develop proactive initiatives to effectively address them.
This is a cloud -based solution subscribed to as -a -service, making it highly accessible and cost-effective with predictable pricing. Product updates are seamless with new features delivered regularly. The cloud also provides proven security, reliability, and availability to keep users operationally ready.
CommandCentral Investigate includes a professional services engagement for implementation and deployment. This is built on Motorola Solutions' operational expertise, tools, and public safety best practices.
The proposed CommandCentral Investigate solution includes the following features:
System Description
MOTOROLA SOLUTIONS
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Exhibit 2 P�
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
• Inter -jurisdictional data sharing.
• Advanced link analysis.
• Flexible analysis project creation.
• Granular data manipulation and detail (140 data points supported). • Easy project sharing.
• Robust data visualization.
Motorola Solutions' CommandCentral Community enhances the partnership between your agency and the community. As the foundation for transparent community engagement, this solution streamlines the flow of information between your agency and the people you serve. CommandCentral Community's toolkit helps build public trust and push your investment further. CommandCentral Community functionality can be integrated with the solutions your agency already uses to reduce the need for headcount and increase the value of community intelligence.
The CommandCentral Community experience centers around
CityProtect.com. This mobile -friendly webpage offers citizens a centralized set of tools to contribute to public safety. The tools and forms within CityProtect create a dialogue with your community and promote the value of citizen intelligence. Sharing and receiving important information is streamlined to make engagement easier.
eney rya e
This community solution provides a dedicated, public -facing webpage for your agency. The customizable page offers a unique URL to serve as the hub for community interaction with access to the tools for the public to connect with your agency.
The agency page shows quick, rotating messages —bulletins (up to five 244 -character messages) —to keep the public informed. Your agency will control the order, schedule, and expiration date of these bulletins. The page also integrates an agency's social media feeds to further unify communications.
System Description
MOTOROLA SOLUTIONS
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Exhibit 2 4413
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
al vience Collection
CommandCentral Community's Digital Evidence Collection allows your agency to collect case -specific digital material without needing a personal device or physical storage, such as CDs, USBs, or other devices generally checked into physical evidence stores. This can be managed using the CommandCentral digital evidence management tools.
Digital Evidence Storage
The proposed solution includes a 1TB Storage Block to store your agency's multimedia content. Additional storage blocks are available for expansion, if necessary.
Additional storage is purchasable to provide storage for multimedia content your agency produces to optimize and secure the data your personnel can retain.
Please see the pricing section for the specific amount of additional storage included with your solution.
u Iic u issions
carrier has
The public can submit information online with an easy -to -use interface. There are multiple self-service form options for online submissions, including anonymous tipping, non -emergency online submissions, and digital evidence collection. Your agency can decide which of these forms to deploy and how to personalize these forms with built-in form management tools. The public can use these forms on CityProtect to submit tips, or they can use anonymous SMS communication. Together, these submissions help agencies build a more accurate operating picture using information from the community.
These public submissions are managed in one location and can be linked to your records to create a more efficient workflow. Submissions from the community are collected in the Community Inbox, where your agency can review submissions before they are entered into the master tables to avoid duplication. This leads to cleaner incident record data, while preserving the original record for future reference. The consolidated record view shows all linked submissions in one, complete location. e w'a
CommandCentral Community's Crime Map is built into the CityProtect home page.
Crime Map automatically publishes crime data and incident information from your RMS or CAD system to an interactive, online map. This map keeps the public informed of local crime activity and offers visibility into your operations.
CommandCentral Community's Crime Map provides the following:
• Incident data display with up to hourly update.
• Primary Agency shapefile.
• Sex offender options.
• Crime data download option and action link.
Users can customize and manage data published on Crime Map so that only appropriate public information is shared.
a
era
e
istration
P CT_
Camera Registration allows citizens to register their residential or commercial security cameras in CityProtect. Each community member can create a free CityProtect user account to manage their System Description
40 MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
P*24
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
camera information. Your agency can then access the location of these cameras and contact the owner for potential video evidence. The data from these accounts is visualized in a variety of CommandCentral applications, such as CommandCentral Aware and CommandCentral Investigate.
System Description
MOTOROLA SOLUTIONS
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Exhibit 2 4435
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
Section 2
The Statement of Work (SOW) defines the principal activities and responsibilities of Motorola Solutions, Inc. ("Motorola") and the City of Bell Gardens hereinafter referred to as "Customer"). Motorola and the Customer will work to complete their respective responsibilities in accordance with the mutually agreed upon governing project schedule. Any changes to the governing project schedule will be mutually agreed upon via the change provision of the Agreement.
Motorola enables the CommandCentral Investigate service during the order process. LexisNexis accreditation is required to be completed by the Customer prior to the start of the project.
Unless expressly stated in this SOW, all Motorola work is completed remotely. otorolaResponsibilities
• Use the CommandCentral Admin tool to enable Customer access to CommandCentral Investigate. This activity is completed during the order process. • Connect Customer incident data ingest.
usto er es onsi ilities
• Provide access to Motorola's' team to connect incident data ingest. • Provide Motorola with crime type classification.
• Set up users within CC Admin and set up user permissions groups. o
etion riteria
CommandCentral Investigate subscription enabled.
4 CommandCentral online training is made available to you via Motorola Solutions Learning Experience Portal (LXP). This subscription service provides you with continual access to our library of online learning content and allows your users the benefit of learning at times convenient to them. Content is added and updated on a regular basis to keep information current. This training modality allows the Customer to engage in training when convenient.
A list of CommandCentral Online Training courses can be found in the Training Plan. otorola olutions es onsi ilities
• Designate a LXP Administrator to work with the Customer. • Establish an accessible instance of the LXP for the Customer. • Organize content to align with the Customer's selected technologies. • Create initial Customer user accounts and a single Primary Administrator account.
Statement of Work
40 MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Padt44-1
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
• During on -boarding, assist the Customer with LXP usage by providing training and job aids as needed.
• Create and maintain user role Learning Paths defined by the Customer. • Install security patches when available.
• Perform scheduled maintenance. Notify the Customer 24 hours in advance of scheduled maintenance.
• Provide technical support for user account and access issues, base system functionality, and Motorola Solutions -managed content.
• Monitor the Learning Subscription server. Provide support for server incidents. usto er es onsi ilities
• Provide user information for the initial creation of accounts. • Provide network and internet connectivity for the Customer's users to access the LXP. • The customer's primary LXP administrator should complete the following self -paced training: Learning Experience Portal (LXP) Introduction online course (LXP0001), LXP Primary Site Administrator Overview online course (LXP0002), and LXP Group Administrator Overview (LXP0003)
• Advise agency learners of the availability of training via the LXP. • Ensure users complete LXP training in accordance with the Project Schedule. • Order and maintain subscriptions to access Motorola Solutions' LXP. • Contact Motorola Solutions to engage Technical Support when needed. o
etion riteria
Learning Experience Portal (LXP) Enablement.
r iti t
r
The Customer's solution will transition to support following the completed activation of CommandCentral Investigate.
Customer Success is the main point of contact as you integrate this solution into your agency's business processes. Contact Customer Success at [email protected].
Our Customer Support team will be the point of contact for technical support concerns you might have and can be reached either by phone at 1-800-MSI-HELP (option x4, x4, x3) or by emailing support- [email protected].
otorola esponsi iliities
• Transition Customer to Motorola Solutions Customer Support. usto er Pesonsi ilities
• Provide Motorola Solutions with specific contact information for those users authorized to engage Motorola Solutions' support.
• Engage the Motorola Solutions support organization as needed.
Statement of Work
4O MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pad45L2
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
Completion Criteria
Conclusion of the transition to support.
2.2 CommandCentral Community
In accordance with the terms and conditions of the Agreement, this Statement of Work (SOW) defines the principal activities and responsibilities of all parties for the delivery of the Motorola Solutions, Inc. (Motorola) system as presented in this offer to the City of Bell Gardens (hereinafter referred to as Customer). When assigning responsibilities, the phrase "Motorola" includes our subcontractors and third -party partners.
Deviations and changes to this SOW are subject to mutual agreement between Motorola and the Customer and will be addressed in accordance with the change provisions of the Agreement.
Unless specifically stated, Motorola work will be performed remotely. Customer will provide Motorola resources with unrestricted direct network access to enable Motorola to fulfill its delivery obligations.
Motorola's Project Manager will use the SOW to guide the deployment process and coordinate the activities of Motorola resources.
The scope of this project is limited to supplying the contracted equipment and software as described in the Solution Description and system integration and/or subscription services as described in this SOW and contract agreements.
2.2.1 Contract Administration and Project Initiation
After the contract is dually executed, the project is set up in Motorola's information and management systems, project resources are assigned, and Project Planning activities commence. Motorola and Customer will work to complete their respective responsibilities in accordance with the mutually agreed upon and executed project schedule. Any changes in the project schedule will be mutually agreed upon via change order to avert delay.
2.2.2 Completion and Acceptance Criteria
Motorola's work is considered complete upon Motorola completing the last task listed in a series of responsibilities or as specifically stated in Completion Criteria. Customer task completion will occur in a way that enables Motorola to complete its tasks without delay.
The Customer will provide Motorola with written notification that it does not accept the completion of a task or rejects a Motorola deliverable within five business days of completion or receipt of a deliverable.
As CommandCentral applications are provided as a subscription service, the subscription service period will begin upon activation of service.
Note - Motorola has no responsibility for the performance and/or delays caused by other contractors or vendors engaged by the Customer for this project, even if Motorola has recommended such contractors.
Statement of Work
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Padolg3
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
r j t
rola oles an
es
onsi ities
I II
A Motorola team, made up of specialized personnel, will be assigned to the project under the direction of the Motorola Project Manager. Team members will be multi -disciplinary and may fill more than one role. Team members will be engaged in different phases of the project as necessary.
In order to maximize efficiencies, Motorola's project team will provide services remotely via teleconference, web -conference, or other remote method in fulfilling its commitments as outlined in this SOW.
The personnel role descriptions noted below provide an overview of typical project team members. One or more resources of the same type may be engaged as needed throughout the project. There may be other personnel engaged in the project under the direction of the Project Manager.
Motorola's project management approach has been developed and refined based on lessons learned in the execution of hundreds of system implementations. Using experienced and dedicated people, industry -leading processes, and integrated software tools for effective project execution and control, we have developed and refined practices that support the design, production, and validation required to deliver a high quality, feature -rich system.
Project Manager
A Motorola Project Manager will be assigned as the principal business representative and point of contact for the organization. The Project Manager's responsibilities include the following:
• Manage the Motorola responsibilities related to the delivery of the project. • Maintain the project schedule and manage the assigned Motorola personnel and applicable subcontractors/supplier resources.
• Manage the Change Order process per the Agreement.
• Maintain project communications with the Customer.
• Identify and manage project risks.
• Collaborative coordination of Customer resources to minimize and avoid project delays. • Measure, evaluate, and report the project status against the Project Schedule. • Conduct remote status meetings on mutually agreed dates to discuss project status. • Provide timely responses to issues related to project progress.
Solutions Architect
The Solutions Architect is responsible for the delivery of the technical and equipment elements of the solution. Specific responsibilities include the following:
• Confirmation that the delivered technical elements and enablement of applications meets contracted requirements.
• Delivery of interfaces and integrations between Motorola products. • Engagement throughout the duration of the delivery.
Statement of Work
4O MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Padol7-4
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
Customer Success Advocate
A Customer Success Advocate will be assigned to the Customer post Go Live event. By being the Customer's trusted advisor, the Customer Success Advocate's responsibilities include the following:
• Assist the Customer with maximizing the use of their Motorola software and service investment. • Actively manage, escalate, and log issues with Support, Product Management, and Sales. • Provide ongoing customer communication about progress, timelines, and next steps. • Liaise with the Customer on industry trends and Motorola evolutions.
Customer Support Services Team
The Customer Support Services team provides ongoing support following commencement of beneficial use of the Customer's System(s) as defined in the Agreement. usto er Core Tea oles an es onsi ilifies vervie
The success of the project is dependent on early assignment of a Customer Core Team. During the Project Planning review, the customer will be required to deliver names and contact information for the below listed roles that will make up Customer Core Team. In many cases, the Customer will provide project roles that correspond with Motorola's project roles. It is critical that these resources are empowered to make decisions based on the Customer's operational and administration needs. The Customer Core Team should be engaged from project initiation through beneficial use of the system.
The continued involvement in the project and use of the system will convey the required knowledge to maintain the system post -completion of the project. In some cases, one person may fill multiple project roles. The Customer Core Team must be committed to participate in activities for a successful implementation. In the event that the Customer is unable to provide the roles identified in this section, Motorola may be able to supplement Customer resources at an additional price.
Project Manager
The Project Manager will act as the primary Customer point of contact for the duration of the project.
The Project Manager is responsible for management of any third -party vendors that are the Customer's subcontractors. In the event that the project involves multiple agencies, Motorola will work exclusively with a single Customer -assigned Project Manager (the primary Project Manager). The Project Manager's responsibilities include the following:
• Communicate and coordinate with other project participants. • Manage the Customer project team, including timely facilitation of efforts, tasks, and activities. • Maintain project communications with the Motorola Project Manager. • Identify the efforts required of Customer staff to meet the task requirements and milestones in this SOW and Project Schedule.
• Consolidate all project -related questions and queries from Customer staff to present to the Motorola Project Manager.
• Review the Project Schedule with the Motorola Project Manager and finalize the detailed tasks, task dates, and responsibilities.
• Measure and evaluate progress against the Project Schedule. • Monitor the project to ensure resources are available as scheduled. • Attend status meetings.
• Provide timely responses to issues related to project progress.
Statement of Work
40 MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Padt4§3-5
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
• Liaise and coordinate with other agencies, Customer vendors, contractors, and common carriers.
• Review and administer change control procedures, hardware and software certification, and all related project tasks required to maintain the Project Schedule. • Ensure Customer vendors' adherence to overall Project Schedule. • Identify the resource with authority to formally acknowledge and approve Change Orders, approval letter(s), and milestone recognition certificates, as well as approve and release payments in a timely manner.
• Provide building access to Motorola personnel to all Customer facilities where system equipment is to be installed during the project. Temporary identification cards are to be issued to Motorola personnel, if required for access to facilities. • Ensure remote network connectivity and access to Motorola resources. • As applicable to this project, assume responsibility for all fees for licenses and inspections and for any delays associated with inspections due to required permits. • Provide reasonable care to prevent equipment exposure to contaminants that cause damage to the equipment or interruption of service.
• Ensure a safe work environment for Motorola personnel. • Provide signatures of Motorola -provided milestone certifications and Change Orders within five business days of receipt.
Application Administrator(s)
The Application Administrator(s) manage the Customer -owned provisioning maintenance and Customer code tables required to enable and maintain system operation. The Application Administrator's involvement will start at the Enablement stage of the project. They are engaged throughout the project to ensure they are able to maintain the provisioning post-handoff. The Application Administrator's responsibilities include the following:
• Participate in overall delivery activities to understand the software, interfaces, and functionality of the system.
• Authorize global provisioning choices and decisions, and be the point(s) of contact for reporting and verifying problems and maintaining provisioning.
• Obtain inputs from other user agency stakeholders related to business processes and provisioning.
IT Personnel
IT personnel provide required information related to LAN, WAN, and wireless networks. They will provide required information related to the devices and infrastructure related to servers, clients, radio, video, and other devices ancillary to the implementation. They must also be familiar with connectivity to internal, external, and third -party systems to which the Motorola system will interface.
Statement of Work
4O MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Palo*6
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
General Customer Responsibilities
In addition to the Customer Responsibilities stated elsewhere in this SOW, the Customer is responsible for the following:
• All Customer -provided equipment, including hardware and third -party software, necessary for delivery of the System not specifically listed as a Motorola deliverable. This will include end user workstations, network equipment, telephone, cameras, sensors, and the like. • Configuration, maintenance, testing, and supporting the third -party systems the Customer operates which will be interfaced to as part of this project. • Customer is responsible for providing the Applications Programming Interface (API) or Software Development Kit (SDK) software licenses and documentation that details the integration process and connectivity for the level of interface integration defined by Motorola. • Communication between Motorola and Customer's third -party vendors, as required, to enable Motorola to perform its duties.
• Active participation of Customer Core Team in project delivery meetings and working sessions during the course of the project. Customer Core Team will possess requisite knowledge of Customer operations and legacy system(s) and possess skills and abilities to operate and manage the system.
• The provisioning of Customer code tables as requested by Motorola. This information must be provided in a timely manner in accordance with the Project Schedule. • Electronic versions of any documentation associated with the business processes identified. • Providing a facility with the computer and audio-visual equipment for work sessions. • Ability to participate in remote project meeting sessions using Google Meet or a mutually agreeable, Customer -provided, alternate remote conferencing solution. • Compliance with carrier guidelines.
• Adding message and data rates pricing disclosures anywhere an SMS keyword and/or shortcode is advertised, in compliance with carrier guidelines. • Removing references to the SMS keyword and/or shortcode upon termination of the contract.
2.2.4.1 Project Planning and Pre -Implementation Review A clear understanding of the needs and expectations of both Motorola and the Customer are critical to the successful implementation and ongoing operation of CommandCentral. In order to establish initial expectations for system deployment and to raise immediate visibility to ongoing operation and maintenance requirements, Motorola will work with the Customer to help understand the impact of introducing a new solution and your preparedness for the implementation and support of the CommandCentral system.
Shortly after contract signing, Motorola will conduct a one-on-one teleconference with the Customer Project Manager to review the task requirements of each phase of the project and help to identify areas of potential risk due to lack of resource availability, experience, or skill.
The teleconference discussion will focus on the scope of implementation requirements, resource commitment requirements, cross -functional team involvement, a review of the required technical Statement of Work
4O MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pade -7
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
resource aptitudes and a validation of existing skills, and resource readiness in preparation for Enablement and Project Kickoff meeting.
otorola esonsi ilities
• Make initial contact with the Customer Project Manager and schedule the Pre -Implementation Review.
• Discuss the overall project deployment methodologies, inter-agency/inter-department decision considerations and third -party engagement/considerations, as applicable. • Discuss Customer involvement in system provisioning and data gathering to understand scope and time commitment required.
• Discuss the Learning eXperience Portal (LXP) training approach. • Review the Implementation Packet.
• Review the roles of the project participants to identify communication flows and decision -making authority between project participants.
• Review the resource and scheduling requirements.
• Review the teams' interactions (meetings, reports, milestone acceptance) and Customer participation.
• Obtain and complete all paperwork and/or forms (Le. fingerprints, background checks, card keys, and any other security requirement) required of Motorola resources to gain access to each of the sites identified for this project.
• Coordinate enabling designated Customer Application Administrator with access to the LXP and CommandCentral Admin Portal.
usto a es .nsi ilities
• Provide Motorola with the names and contact information for the designated LXP and application administrators.
• Acknowledge understanding of the Implementation Packet. • Review the roles of the project participants to identify communication flows and decision -making authority between project participants.
• Provide VPN access to Motorola staff to facilitate delivery of services described in this SOW. • Validate any necessary non -disclosure agreements, approvals, and other related issues are complete in time so as not to introduce delay in the project schedule. Data exchange development must adhere to third -party licensing agreements. r t
The Customer will work with Motorola on setup and configuration of the Customer's firewall in order to allow traffic from CommandCentral.
2.2.5.1 Agency and User Setup
The Customer's agency(s) and CommandCentral users must be provisioned within the CommandCentral cloud platform using the CommandCentral Admin Console. The provisioning process allows the agency(s) to define the specific capabilities and permissions of each user.
Statement of Work
4O MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pade 8
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
otorola esonsi ilities
• Use the CommandCentral Admin tool to establish the Customer and the Customer's agency(s) within the CommandCentral cloud platform. This activity is completed during the order process. • Provision agency's CommandCentral initial users and permissions. usto er esonsi ilities
• Identify an Application Administrator(s).
• Ensure all Application Administrator(s) complete the CommandCentral Admin training. • Use the CommandCentral Admin Console to set up CommandCentral administration and user passwords, and provision agency's CommandCentral users and permissions. o
Teti
n
riteria
Initial agencies and users have been configured.
r
t
The following environmental requirements must be met by Customer no later than the beginning of the Enablement in order to enable Motorola to complete installation activities presented in this SOW:
• Provide connectivity between the various networks.
• Provide VPN remote access for Motorola deployment personnel to configure the system and for Customer Support to conduct diagnostics.
• Provide backup power, as necessary.
• Provide Internet access to CommandCentral server(s). This includes software licenses and media and installation support from the Customer's IT personnel. • Responsible for any electrical or infrastructure improvements required at the Customer's facility are the responsibility of the Customer.
• Provide backhaul equipment, installation, and support costs. • Provide devices such as workstations, tablets, and smartphones with Internet access in order to use the CommandCentral solution. Chrome Browser is recommended for optimal performance.
CommandCentral workstations to support MS Windows 10 Enterprise. Customer will provide Antivirus software for the CommandCentral client(s).
• Existing APX subscribers will be at software version R15.00.00 or later and equipped with GPS and IV&D options in order to use the Location on PTT feature. • Provide Motorola access with administrative rights to Active Directory for the purpose of installation/configuration and support.
• If interfaces are being included in this offer, the Customer is responsible for all necessary third - party upgrades of their existing system(s) as may be required to support the CommandCentral solution. Our offer does not include any services, support, or pricing to support Customer third - party upgrades.
• If interfaces are being included in this offer, the Customer is responsible to mitigate the impact to third -party systems, to include CommandCentral interfaces that result from the customer upgrading a third -party system. Motorola strongly recommends working with Motorola to understand the impact of such upgrades prior to taking any upgrade action.
Statement of Work
4O MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Padei 9
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
• Provide all environmental conditions as outlined in the Solution Description, such as power and network requirements.
2.2.7 Interfaces and Integration
The installation, configuration, and demonstration of interfaces may be an iterative series of activities depending upon access to third -party systems. Interfaces will be installed and configured in accordance with the project schedule. Integrations of functionality between Motorola -developed products will be completed through software installation and provisioning activities in accordance with the Project Schedule dates. Integration activities that have specific requirements will be completed as outlined in this SOW.
2.2.7.1 Interface Installation and Configuration
Installation and configuration of interfaces will be completed in accordance with the System Description.
Connectivity will be established between the Motorola system and the external and/or third -party systems to which the contracted software will interface. Motorola will configure the system to support each contracted interface. The Customer is responsible for engaging third -party vendors if and as required to facilitate connectivity and validating of the interfaces.
Motorola Responsibilities
• Establish connectivity to external and third -party systems. • Configure interfaces to support the functionality described in the Solutions Description. • Demonstrate the interface usability in accordance with the Project Validation Plan.
Customer Responsibilities
• Act as liaison between Motorola and third -party vendors or systems as required to establish interface connectivity with the Motorola system.
• Provide personnel proficient with and authorized to make changes to the network and third -party systems to support Motorola's interface installation efforts. • Provide network connectivity between the CommandCentral Solution and the third -party systems for interface installation and configuration. Act as liaison between Motorola and third - party vendors or systems as required to establish connectivity with the CommandCentral Solution.
Completion Criteria
Interface and integration tasks are considered complete upon demonstration of the functionality.
Note - Unknown circumstances, requirements, and anomalies at the time of initial design can present difficulties in interfacing the CommandCentral Solution to some third -party applications. These difficulties could result in a poorlyperforming or even a non—functional interface. At such time that Motorola is provided with information and access to systems, Motorola will be able to mitigate these difficulties. If Motorola mitigation requires additional third -party integration application upgrades, API upgrades, and/or additional software licenses those costs will need to be addressed through the change provision of the contract.
Statement of Work
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pag 10
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
r
r 1 I I
Motorola will discuss industry best practices, current operations environment and subsystem integration in order to determine the optimal configuration for the CommandCentral Solution. otorolaPes onsi. ties
• Using the CommandCentral Admin Console, provision users, groups, and rules based on Customer Active Directory data.
usto e es onsi ilities
• Supply the access and credentials to Customer's Active Directory for the purpose of Motorola conducting CommandCentral Solution provisioning.
• Respond to Motorola inquiries regarding users/groups/agency mapping to CommandCentral Solution functionality.
Ietion riteria
CommandCentral Solution provisioning is complete upon Motorola completing provisioning activities and delivering Customer administrator credentials.
tr i r
Online training is made available to you via Motorola LXP. This subscription service provides you with continual access to our library of online learning content and allows your users the benefit of learning at times convenient to them. Content is added and updated on a regular basis to keep information current.
This training modality allows the Customer to engage in training when convenient. All training, unless explicitly specified and defined, is online, computer -based, self -paced learning. torola
es onsi
ilities
• Designate a LXP Administrator to work with the Customer. • Establish an accessible instance of the LXP for the Customer. • Organize content to align with the Customer's selected technologies. • Create initial Customer user accounts and a single Primary Administrator account. • During on -boarding, assist the Customer with LXP usage by providing training and job aids as needed.
• Create and maintain user role Learning Paths defined by the Customer. • Install security patches when available.
• Perform scheduled maintenance. Notify the Customer 24 hours in advance of scheduled maintenance.
• Provide technical support for user account and access issues, base system functionality, and Motorola -managed content.
• Monitor the Learning Subscription server. Provide support for server incidents. usto e es onsi ilities
•
• Provide network and internet connectivity for the Customer's users to access the LXP.
Provide user information for the initial creation of accounts.
Statement of Work
4O MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pag 11
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
• The customer's primary LXP administrator should complete the following self -paced training:
Learning Experience Portal (LXP) Introduction online course (LXP0001), LXP Primary Site Administrator Overview online course (LXP0002), and LXP Group Administrator Overview (LXP0003).
• Advise agency learners of the availability of training via the LXP. • Ensure users complete LXP training in accordance with the Project Schedule. • Order and maintain subscriptions to access Motorola's LXP. • Contact Motorola to engage Technical Support when needed. r iti
r
Customer Success is the main point of contact as you integrate this solution into your agency's business processes. Our Customer Support team will be the point of contact for technical support concerns you might have and can be reached either by phone or by emailing support. otorolaResponsibilities
• Transition Customer to Motorola Customer Support.
• Supply Customer with instructions when engaging support. usto er es onsi ilities
• Provide Motorola with specific contact information for those users authorized to engage Motorola's support.
• Engage the Motorola support organization as needed.
Statement of Work
4O MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pagr�' 12
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
Section 3
This SOW guides the primary activities and responsibilities for the server migration project. It documents project implementation requirements, identifies each major task within the implementation process, sets expectations for each party, and identifies the criteria by which Motorola and Customer will consider a task complete.
oin objectives of t
ewe e
ation roject:
• Move the Motorola application, data, and interfaces from current server to new (Windows Environment)
- Ex. VMware virtual server environment for the purpose of local High Availability and out of region Business Continuity/Disaster Recovery.
ecific • objectives:
• Complete the project plan and schedule
• Obtain hardware (Quoted by Motorola)
• Perform pre -migration audit
• Configure, set up, and install the server
• Configure,
• Migrate Motorola data to new server
• Configure, set up, and install Motorola software and interfaces In the event it is necessary to change this SOW or, if applicable, a Scope of Work document, the following procedure will be used:
• The party requesting the change will issue a Change Request document ("Change Request").
The Change Request will describe the nature of the change, the reason for the change, and the effect of the change, which may include changes to the work product. The Change Request will also include any changes in pricing.
Remote Server Migration
4O MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pade 1
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
• Either party may initiate a Change Request for any material changes to this SOW and any applicable Scope of Work. The requesting party will review the proposed change with the other party and the parties will negotiate reasonably and in good faith to agree upon the requested change and any changes to the fees or schedule that may result therefrom. Upon the parties' agreement, the appropriate authorized representatives of the parties will sign the Change Request, indicating acceptance of the changes by the parties. • Upon execution of the Change Request, the Motorola and Customer Project Managers will incorporate the change into the SOW or Scope of Work.
roject ssum Lions
• The new Motorola System will be implemented in a (Windows) environment. • Customer network is available and appropriately configured. • Hardware is purchased that meets or exceeds Motorola's current hardware recommendations. • Third party vendors provide required information for interface configuration. • This engagement will begin on a mutually acceptable date after Motorola is in receipt of a signed contract from Customer that covers the fees and expenses described therein. • Customers will provide appropriate technical and management resources to participate in the migration as identified in the project tasks and responsibilities. usto a es .nsi ilities
• Maintain effective communications with the Motorola Project Manager • Participate in project status meetings
• Respond to issues and concerns as communicated by the Motorola Project Manager • Provide Motorola with Customer -approved project change requests • Coordinate required Customer tasks and responsibilities with the Motorola Project Manager • Manage all third party vendors for which Customer contracts facilitate project activities • Ensure Customer project team members have the knowledge and expertise to meet required project responsibilities
• Continue to provide onsite and dedicated VPN remote access otorola roject Tea es nsi ilities
• Function as the liaison with Customer's designated project manager • Provide Customer with a project management plan, including a cut -over plan for Go -live • Supply administration and configuration documentation, student manuals (training plans), and end user Documentation if needed
• Manage all aspects of the implementation, including project communications • Participate in the project planning and system setup
• Coordinate and schedule the delivery of all products and services provided by Motorola Remote Server Migration
40 MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pade7--2
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
• Conduct project status meetings via conference call
• Facilitate the submission and approval of Customer change requests • Provide responses and recommend resolutions to Customer issues • Facilitate the server migration
3.5 Project Tasks and Responsibilities
This section outlines all project phases, individual tasks, and responsible parties required to meet the goals and objectives of this SOW. Motorola and Customer will perform their respective tasks through a combination of remote collaboration, coordination via telephone, email communications, and other remote means, as appropriate.
Project Pinnin
r Kickoff
eetin
Task Description
Pre -Installation and Project Planning will consist of a series of tasks and activities to help prepare the Customer and the Contractor for the migration process. Tasks include in no particular order:
• Kickoff meeting with a review of the project
- Review list of purchased modules, interfaces and services of the project contract as well as the Scope of Work.
- Review by the Motorola Solutions Architect of what will be needed from the agency during the migration
Deliverables
• Install document checklist, listing what is needed from the agency in regards to interfaces, hardware, and module setup.
Prerequisites
• Not applicable
Motorola Customer
Responsibilities
Conduct Kickoff Meeting
Required Staff
Project manager
Solution Architect
Remote Server Migration
Responsibilities
Attend Kickoff Meeting
Required Staff
Project Manager
Customer Project Team
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Padeg3
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
Order H
Task Description
The purpose of this task is to order the hardware required for the Motorola system. Customer or Motorola (as specified in the Agreement) will be responsible for procuring the server needed to meet Motorola's hardware specifications. Together, Motorola and Customer will review the purchase order to verify the purchased hardware meets system specifications. Hardware will then be shipped to the Customer's location.
Deliverables
• Hardware recommendations
Prerequisites
• Pre -Installation and Project Planning
Motorola
Responsibilities
• Verify hardware order
• Order hardware (per Contract)
• Provide minimum and recommended hardware
requirements for all workstations
Required Staff
• Project manager
• Installation manager
• Solution Architect
Remote Server Migration
Customer
Responsibilities
• Order hardware (per Contract)
• Ensure hardware (workstation) upgrades, as
needed
Required Staff
• Project manager
• IT personnel (as needed)
• System administrator
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Padel4
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
Finalize Project Schedule
Task Description
During this task, the project managers from both Motorola and Customer, as well as Customer personnel who make decisions regarding resource allocations or scheduling, will meet and review the project schedule.
These individuals will make any necessary adjustments based on known changes in resource availability.
Motorola's project manager will then update the schedule.
The project schedule will be further updated as necessary over the course of the project. All changes to the schedule will be mutually agreed upon and, if required, documented via the mutually agreed upon change order process. Any schedule changes that occur will be a part of the project status reports provided by Motorola's project manager.
As a standard, Migration Projects are scheduled to occur during normal business hours. This ensures we have appropriate resources to assist with the project.
Deliverables
Final project schedule
Prerequisites
Not applicable
Motorola
Responsibilities
• Lead Customer through a review of the project
schedule
• Update the project schedule
Required Staff
• Project manager
Remote Server Migration
Customer
Responsibilities
• Ensure personnel who can make resource
allocation and scheduling decisions attend Project
Schedule review
Required Staff
• Project manager
• System administrator
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pajgg-5
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
Pre-Migr
ion Audit
Task Description
The Motorola Solutions Architect will perform an audit of the current Customer system. Information about the current system will be gathered and recorded and checked against migration prerequisites.
Deliverables
• Migration Summary Document
Prerequisites
• VPN access to current server
Motorola
Responsibilities
• Verify Motorola version and patch level
• Identify third party interfaces
• Record network configuration including interfaces
and routes
• Identify crons being used on system
• Identify any System printers
• Identify time zone
• Locate and record any custom files, scripts,
screens, etc.
Required Staff
• Project manager
• Solution Architect
Remote Server Migration
Customer
Responsibilities
• Patch to a current supported level for migration
process (1411)
• Verify third party interfaces provided by Solution
Architect
• Validate a good backup has been performed
• Decide which cron/scheduled tasks are still valid
• Update custom cron/scheduled tasks created by
Customer
• Update and configure System Printers (if
applicable; no longer supported by Motorola)
Required Staff
• System administrator
• IT department
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Padg-6
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
Install and Configure Hard
and Operating Systet
Task Description
The configuration and installation of the new server will be jointly conducted with the Customer's IT staff.
Motorola will load the Linux operating system and configure disk layout according to standard practices.
Deliverables
Server installed and configured
Prerequisites
Server location, equipment, networking and supply of power provided Temporary IP Address for server identified
Motorola
Responsibilities
• Conduct initial tests of the equipment and correct
any problems or deficiencies
• Load planned Motorola version
Required Staff
• Project manager
• Solution Architect
Remote Server Migration
Customer
Responsibilities
• Install server and operating system
• Configure database storage space allocation
• Facilitate physical installation of server (rack,
power, network connectivity)
• Provide temporary IP address for new server
• Configure server network interface(s)
Required Staff
• System administrator
• IT department
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pad 7
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
ationt
Task Description
Motorola Solutions Architect will perform migration remotely. Communication will be frequent through email and phone. Migration will be scheduled to take place on Tuesday or Wednesday of the scheduled week.
Customer will need to plan on 6-8 hours of downtime.
Deliverables
• Migration to new server
Prerequisites
• Hardware installed and connected to network
Motorola
Responsibilities
• Perform the migration (detailed steps provided in
Attachment A)
• Restore interfaces on new server
• Troubleshoot any issues
Required Staff
• Solution Architect
Remote Server Migration
Customer
Responsibilities
• Communicate to end users about length of
downtime
• Install updated Motorola client application on PCs
if needed
• Provide issue assessment and priorities to
Solution Architect
Required Staff
• System administrator
• IT department
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pad 8
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
Post
igration TS Transition Cali
Task Description
Motorola Solutions Project Manager will conduct a wrap up call with Customer & Motorola Technical Services, in verifying the task list of the items for the Server Migration and transition back to Motorola Technical Services for on -going Support.
Verify the completeness of the Migration for the core software and interfaces. Establish transition of communication moving forward through Technical Services for issues related to the software.
Deliverables
• Post Migration Transition Call
• Checklist Completed
Prerequisites
• Migration completed
Motorola
Customer
Responsibilities Responsibilities
• Conduct post migration transition call. • Participate in post migration transition call.
Required Staff
• Solution Architect
• Technical Services
• Project Manager
Remote Server Migration
Required Staff
• System administrator
• IT department
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pad 9
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
Attachment A
Migration Steps
• Verify server is functioning and on the network and can be reached from current live server • Verify date/time are set
• Verify a good backup was performed
• Copy hosts file data
• Take a copy of cron entries
• Record routing table from live server
• Logout all users
• Run merge tool (4-6 hours)
• Copy merge tool output to new Server
• Run upgrade tool (2-4 hours)
• Assist with changing IP address from existing server to new server • Assist with configuring network routes as needed
• Copy attachments and images to new server
• Verify Motorola Flex functionality
• Allow a few users to login and test
• Allow all users to login
• Copy custom files and reports from existing server
• Configure interfaces
• Verify and enter cron entries
• Move and verify Motorola Support connection
• Configure c -Tree backup schedule
Notes:
All users will have passwords reset (window).
The planned Motorola client will need to be installed on each machine.
Network changes are not advised during this process.
Please make sure users understand the length of the downtime. It will be from 6-8 hours before the system is in a usable state. The length of the downtime varies depending on data size, network speed, data errors, etc.
Agency will need a plan for backups of the new server environment. We will provide the backup schedule for the database, but the agency is responsible for backup of the system.
Remote Server Migration
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pag1 10
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
Core Integration
Section 4
ri
4.1 Pricing Summary Table
cription Description
Year 1 - July 1, 2024 — June 30, 2025
GIS Server Migration & Remote Production Server Migration Flex Annual Maintenance
Year 2 — July 1, 2025 — June 30, 2026
Flex Annual Maintenance
Year 3 — July 1, 2026 - June, 2027
Flex Annual Maintenance
Total 3 -Year Maintenance and Subscription Fees Due:
p
$69,323.13
$54,823.13
$54,823.13
$178,969.39
CompStat Dashboard and Officer Productivity Dashboard setup services included in proposal.
GIS Server Migration and Remote Server Migration also included in proposal.
4.2 Pricing Detail
Description Qu
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3 YEAR
HUB MAINENANCE - STANDARD
1 IMAGING MAINTENANCE - STANDARD
1 3 YEAR
Computer -Aided Dispatch (CAD)
CAD MAINTENANCE - STANDARD
1 3 YEAR
E9-1-1 INTERFACE MAINTENANCE - STANDARD
3 YEAR
CAD MAPPING MAINTENANCE - STANDARD
3 YEAR
ALARM TRACKING & BILLING MAINTENANCE - STANDARD
3 YEAR
Records Management System (RMS)
LAW RECORDS MAINTENANCE - STANDARD
1 3 YEAR
IBR MAINTENANCE - STANDARD
1 3 YEAR
EVIDENCE MANAGEMENT MAINTENANCE - STANDARD
1 3 YEAR
EVIDENCE BARCODE & AUDITING - STANDARD
1 3 YEAR
Pricing Summary
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pada1
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
Description
COMPSTAT MANAGEMENT DASHBOARD MAINTENANCE - STANDARD
uan
1 Y i
3 YEAR
COMMAND STAFF PRODUCTIVITY DASHBOARD MAINTENANCE -
STANDARD
1 3 YEAR
CA RIPA MAINTENANCE - STANDARD
1 3 YEAR
TRAFFIC INFORMATION MAINTENANCE - STANDARD
3 YEAR
VEHICLE IMPOUND MAINTENANCE - STANDARD
3 YEAR
Mobile Data Computing
MOBILE RECORDS MAINTENANCE - STANDARD
1 3 YEAR
MOBILE VOICELESS CAD MAINTENANCE - STANDARD
1 3 YEAR
MOBILE AVL AND MAPPING MAINTENANCE - STANDARD
1 3 YEAR
MOBILE FIELD REPORT WITH FIELD INTERVIEW MAINTENANCE -
STANDARD
1 3 YEAR
MOBILE ARREST FORM MAINTENANCE - STANDARD
1 3 YEAR
MOBILE STATE & NATIONAL QUERIES MAINTENANCE - STANDARD
1 3 YEAR
FLEX TOUCH MAINTENANCE - STANDARD
1 3 YEAR
Additional Interfaces
STATELINK MAINTENANCE - STANDARD
1 3 YEAR
CROSSROADS ACCIDENTS INTERFACE MAINTENANCE - STANDARD
1 3 YEAR
CROSSROADS CITATIONS INTERFACE- STANDARD
COMMANDCENTRAL INVESTIGATE STANDARD
1 3 YEAR
1 3 YEAR
COMMANDCENTRAL COMMUNITY
1 3 YEAR
Pricing Summary
MOTOROLA SOLUTIONS
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Exhibit 2 PaW2
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
Customer Contact
INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address:
Name: Rigoberto Barrios
7100 Garfield Avenue
Address: Bell Gardens, CA 90201
Phone: 562-806-7700
Email: [email protected]
The address which is the ultimate destination where the Equipment will be delivered to Customer is:
Name: Rigoberto Barrios
7100 Garfield Avenue
Address: Bell Gardens, CA 90201
The Equipment will be shipped to the Customer at the following address (insert if this information is known):
Name: Rigoberto Barrios
7100 Garfield Avenue
Address:
Bell Gardens, CA 90201
day ent Ter s
Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments, when due, in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution. -100% of Year 1 of maintenance and subscription fee due upon Contract Execution (due upon effective date)
Motorola shall make partial shipments of equipment and will request payment upon shipment of such equipment. In addition, Motorola shall invoice for installations completed on a site -by -site basis or when professional services are completed, when applicable. The value of the equipment shipped/services performed will be determined by the value shipped/services performed as a percentage of the total milestone value. Unless otherwise specified, contract discounts are based upon all items proposed and overall system package. Overdue invoices will bear simple interest at the maximum allowable rate by state law.
For Maintenance and Support Plan and Subscription Based Services: Motorola will invoice Customer annually in advance of each year of the plan.
Pricing Summary
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pada3
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
Section 5
Motorola Solutions has provided our contractual documentation on the following pages.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Padg11
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
Master Customer Agreement
This Master Customer Agreement (the "MCA") 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 below ("Customer"). Motorola and Customer will each be referred to herein as a "Party" and collectively as the "Parties".
This Agreement (as defined below) is effective as of the date of the last signature (the "Effective Date").
1. Agreement.
1.1. Scope; Agreement Documents. This MCA governs Customer's purchase of Products (as defined below) and Services (as defined below) from Motorola. Additional terms and conditions applicable to specific Products and Services are set forth in one or more addenda attached to this MCA (each an "Addendum", and collectively the "Addenda"). In addition, the Parties may agree upon solution descriptions, equipment lists, statements of work, schedules, technical specifications, and other ordering documents setting forth the Products and Services to be purchased by Customer and provided by Motorola and additional rights and obligations of the Parties (the "Ordering Documents"). To the extent required by applicable procurement law, a proposal submitted by Motorola in response to a competitive procurement process will be included within the meaning of the term Ordering Documents. This MCA, the Addenda, and any Ordering Documents collectively form the Parties' "Agreement".
1.2. Order of Precedence. Each Addendum will control with respect to conflicting terms in the MCA, but only as applicable to the Products and Services described in such Addendum. Each Ordering Document will control with respect to conflicting terms in the MCA or any Addenda, but only as applicable to the Products and Services described on such Ordering Document.
2. Products and Services.
2.1. Products. Motorola will (a) sell hardware provided by Motorola ("Equipment"), (b) license software which is either preinstalled on Equipment or installed on Customer -Provided Equipment (as defined below) and licensed to Customer by Motorola for a perpetual or other defined license term ("Licensed Software"), and (c) license cloud - based software as a service products and other software which is either preinstalled on Equipment or installed on Customer -Provided Equipment, but licensed to Customer by Motorola on a subscription basis ("Subscription Software") to Customer, to the extent each is set forth in an Ordering Document, for Customer's own use in accordance with this Agreement. The Equipment, Licensed Software, and Subscription Software shall collectively be referred to herein as "Products", or individually as a "Product". At any time during the Term (as defined below), Motorola may substitute any Products at no cost to Customer, if the substitute is substantially similar to the Products set forth in the applicable Ordering Documents.
2.2. Services.
2.2.1. Motorola will provide services related to purchased Products ("Services"), to the extent set forth in an Ordering Document.
2.2.2. Integration Services; Maintenance and Support Services. If specified in an Ordering Document, Motorola will provide, for the term of such Ordering Document, (a) design, deployment, and integration Services in order to design, install, set up, configure, and/or integrate the applicable Products at the applicable locations ("Sites"), agreed upon by the Parties ("Integration Services"), or (b) break/fix maintenance, technical support, or other Services (such as software integration Services) ("Maintenance and Support Services"), each as further described in the applicable statement of work. Maintenance and Support Services and Integration Services will each be considered "Services", as defined above.
2.2.3. Service Ordering Documents. The Fees for Services will be set forth in an Ordering Document and any applicable project schedules. A Customer point of contact will be set forth in the applicable statement of work for the Services. For purposes of clarity, each statement of work will be incorporated into, and form an integral part of, the Agreement.
Contractual Documentation
MOTOROLA SOLUTIONS
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Exhibit 2 PaVg2
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
2.2.4. Service Completion. Unless otherwise specified in the applicable Ordering Document, Services described in an Ordering Document will be deemed complete upon Motorola's performance of all Services listed in such Ordering Document ("Service Completion Date"); provided, however, that Maintenance and Support Services may be offered on an ongoing basis during a given Ordering Document term, in which case such Maintenance and Support Services will conclude upon the expiration or termination of such Ordering Document.
2.3. Non -Preclusion. If, in connection with the Products and Services provided under this Agreement, Motorola makes recommendations, including a recommendation to purchase other products or services, nothing in this Agreement precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products or other services to Customer. Customer represents that this paragraph does not violate its procurement standards or other laws, regulations, or policies.
2.4. Customer Oblications. Customer will ensure that information Customer provides to Motorola in connection with receipt of Products and Services are accurate and complete in all material respects. Customer will make timely decisions and obtain any required management approvals that are reasonably necessary for Motorola to provide the Products and Services and perform its other duties under this Agreement. Unless the applicable Ordering Document states otherwise, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions or Customer information, decisions, or approvals described in this Section. If any assumptions in the Ordering Documents or information provided by Customer prove to be incorrect, or if Customer fails to perform any of its obligations under this Agreement, Motorola's ability to perform its obligations may be impacted and changes to the Agreement, including the scope, Fees, and performance schedule may be required.
2.5. Documentation. Products and Services may be delivered with documentation for the Equipment, software Products, or data that specifies technical and performance features, capabilities, users, or operation, including training manuals, and other deliverables, such as reports, specifications, designs, plans, drawings, analytics, or other information (collectively, "Documentation"). Documentation is and will be owned by Motorola, unless otherwise expressly agreed in an Addendum or Ordering Document that certain Documentation will be owned by Customer. Motorola hereby grants Customer a limited, royalty -free, worldwide, non-exclusive license to use the Documentation solely for its internal business purposes in connection with the Products and Services.
2.6. Motorola Tools and Equipment. As part of delivering the Products and Services, Motorola may provide certain tools, equipment, models, and other materials of its own. Such tools and equipment will remain the sole property of Motorola unless they are to be purchased by Customer as Products and are explicitly listed on an Ordering Document. The tools and equipment may be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. 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 employees 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 credentials 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 Services 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 transacting 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 Contractual Documentation
40 MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pad74-3
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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. Chance 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.
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 ability 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 Materials 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, Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pad7g4
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
except as exempt 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. Payment and Invoicinc. Customer affirms they have signatory authority to execute this contract. The contract price of $ 178,969.39 , excluding taxes, is fully committed and identified, including all subsequent years of contracted services, if applicable. 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.
Motorola acknowledges the Customer may require the issuance(s) of a purchase order or notice to proceed as part of the Customer's procurement process. However, Customer agrees that the issuance or non -issuance of a purchase order or notice to proceed does not preclude the Customer from its contractual obligations as defined in this Agreement.
5. Sites; Customer -Provided Equipment; Non -Motorola Content.
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 deficiencies 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 investigate 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 under the applicable Ordering Document.
5.4. Customer -Provided Ecuipment. 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 to 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.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
PadJa5
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 necessary 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 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 violation 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 forth 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 Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pad746
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
replace any confirmed materially non -conforming Product or re -perform any non -conforming Service, at its option.
Such remedies are Customer's sole 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-Throuch 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 extent 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 IS" 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 becomes 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 Product, less a reasonable 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 Customer 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 Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pad7A7
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 proceeding 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 Products 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 Documentation 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 DAMAGES FOR LOST PROFITS OR REVENUES, EVEN IF MOTOROLA HAS
BEEN ADVISED BY 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.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
PadJgl-8
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 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 subsidiaries 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 Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (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) is 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 prior 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 copied 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 all 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 Agreement 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.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pad77-9
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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, and 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 use of the Products and Services. Customer 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 Authorized 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 (including, 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 development 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 Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pagt7910
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
services. 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, provide 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 may 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 obligations 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 termination, 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 new 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 the 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 label" 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 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 Third -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 the 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 Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pagt75911
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 property 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 events 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 Ordering 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 performance 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"):
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 Sale 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 attempt 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 mediator, 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 Contractual Documentation
4O MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pag 12
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
relating to Motorola's intellectual property rights will not be subject to negotiation or mediation in accordance with this 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.
13.3. Assignment and Subcontracting. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party. Motorola 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 other 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.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pagle5113
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 against 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 — 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 treated, 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 Parties. 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: City of Bell Gardens By: By:
Name: Name:
Title: Title:
Date: Date:
Contractual Documentation
4O MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
PagV5214
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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). Title to Software will not pass to Customer at any time.
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 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 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.
Contractual Documentation
4O MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pag 15
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 this 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 domain; (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 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 Effective 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 Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pag 16
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 EPSLA (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 in 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.
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 party; 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 Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pag 17
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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, 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.
7. Copyright Notices. The existence of a copyright notice on any Licensed Software will 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.
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.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pa 66%618
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 Customer'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 Subscription 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.
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 applicable Ordering Document) (the "System Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pag719
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 Customer'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 are 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 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.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pa 61.83320
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 Parties 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 Parties 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 on -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.
10.3. Software Decommissioning. Upon (a) transition of the on -premises Software System as a service to Subscription Software hosted in a data center or (b) any termination of the Subscription 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.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
PagQ21
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 archival 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.
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.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pa gt9P22
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 Subscription 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, Motorola 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 administrative 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), including 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 credentials, 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 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.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Paga123
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 license 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 set 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. Customers 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 proposed 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 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 then -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.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
PagW24
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 distribution 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 Subscription 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 subscription 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 audit 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 Subscription 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.
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 Motorola 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 Privacy 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 Contractual Documentation
MOTOROLA soLurroNS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pagt 25
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pagt%426
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 MotorolaSolutions 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 resell 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 Servicesto 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 suspects 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 Motorola 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 provided 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 locallaws, 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 obtain 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 connection with certain Motorola Solutions Services and will recertify upon request by Motorola Solutions.
Contractual Documentation
4O MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pagts7
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
(iv) Social Security and Driver's License Numbers. Motorola may in its sole discretion permit Customer to access full social security numbers (nine (9) digits) and driver's license numbers (collectively, "QA Data").
If Customer is authorized by Motorola 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 long as: 1) a secured method (for example, sftp) is used, 2) transfer is not to any third - party, and 3) such transfer is limited to suchuse 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.lexisnexiscom/terms/risksupp , 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 and 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 Solutionsis 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 Recordsor Patient Health Records (as those terms are defined in 42 U.S.C. Sec. 17921(5), and 42 U.S.C.
Sec. 17921(11), respectively) or with information from such records without the execution of a separate agreement between the parties.
Contractual Documentation
4O MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
PagM28
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
(ix) Economic Sanctions Laws. Customer acknowledges that Motorola Solutions is subject to economic sanctions laws, including but not limited to those enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, and the United Kingdom. Accordingly, Customer shall comply with all economic sanctions laws of the United States, the European Union, and the United Kingdom.Customer shall not provide access to Motorola 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 Sanctions Targets, or the EU's Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions. Customer shall not take any action which would place Motorola 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, such 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 others, or programs that place undue burdens on the operation of the Software, or (c) interfere with or disrupt the integrity or performance of the Software or data contained therein. The use of the Software will be subject to any other restrictions (such as number of users, features, or duration of use) agreed to by the parties or as set forth in a Schedule A. (xii) Non-FCRA Use Restrictions. The LN Services described in a Schedule A (as defined in these Master Terms) as Non-FCRA are not provided by "consumer reporting agencies," as that term is defined in the Fair CreditReporting 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 willnot use any of the information it receives through the Non-FCRA LN Services to determine, in whole or in part an individual's eligibility for any of the following products, services or transactions: (1) credit or insurance to be used primarily for personal, family or household purposes; (2) employment purposes; (3) a license or other benefit granted by a government agency; or (4) any other product, service or transaction in connection with which a consumer report may be used under the FCRA or any similar state statute, including without limitation apartment rental, check -cashing, or the opening of a deposit or transaction account; (B) by way of clarification, without limiting the foregoing, Customer may use, except as otherwise prohibited or limited by the Master Terms, information received through the Non-FCRA LN Services for the following purposes: (1) to verify or authenticate an individual's identity; (2) to prevent or detect fraud or other unlawful activity; (3) to locate an individual; (4) to review the status of a legal proceeding; (5) to determine whether to buy or sell consumer debt or a portfolio of consumer debt in a commercial secondary market transaction, provided that such determination does not constitute in whole or in part, a determination of an individual consumer's eligibility for credit or insurance to be used primarily for personal, family or household purposes; (C) specifically, if Customer is using the Non-FCRA LN Services in connection with collection of a consumer debt on its own behalf, or on behalf of a third party, Customer shall not use the Non-FCRA LN Services: (1) to revoke consumer credit; (2) to accelerate, set orchange 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 informationit receives through the Non-FCRA LN Services to take any "adverse action," as that term is defined in the FCRA.
Contractual Documentation
4O MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
PagW29
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
(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 iscompiled 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 thePSDEX 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 DataContribution.
c. Customer's disclosure of information to Motorola Solutions is and will be in compliance 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 contactperson(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.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pagt 30
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 fromliability 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 GoogleGeocoder. Crime dot locations geocoded by Google Geocoder as displayed in PSDEX are approximate dueto automated location methods and address inconsistencies.
3. DATA DISCLAIMER. Motorola Solutions is not responsible for the loss of any data or the accuracy ofthe 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 offeredand 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 suchaccessed information confidential and secure. Customer must name a System Administrator who will be responsible for maintaining the following records: 1) User IDs including a complete list of each user name associated with each User ID, ensuring that each User ID is assigned to only one individual. User IDs and passwords may not be shared, and "generic" User IDs and passwords are not permitted. 2) Documentation of monthly verification to ensure that each active User ID corresponds to a Customer's current employee, and confirming that employee is an authorized user.
User IDs will conform to the standards at https://www.fbi.cov/services/cjis/c'is-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 employees shall (i) obtain and/or use any information from the Motorola Solutions Services for personal Contractual Documentation
40 MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pagt 31
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
reasons, or (ii) transfer any information received through the Motorola SolutionsServices 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 Customermay extend such period if and solely to the extent such information is retained thereafter in archival form to provide documentary support required for Customer's legal or regulatory compliance efforts; (h) be capable of receiving the Motorola Solutions Services where the same are provided utilizing "secure socket layer," or such other means of secure transmission as is deemed reasonable by Motorola Solutions; (i) not access and/or use theMotorola 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 (I) maintain policies and procedures to prevent unauthorized use of User IDs and the Motorola Solutions Services. 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 Motorola 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 responsible for any other legal or regulatory obligations which may arise under applicable law in connection with such a Security Event and shall bear all costs associated with complying with legal and regulatory obligations in connection therewith. To the extent permitted under applicable law, Customer shall remain solely liable for claims that may arise from a Security Event, including, but not limited to, costs for litigation (including attorneys' fees), and reimbursement sought by individuals, including but not limited to, costs for credit monitoring or allegations of lossin 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 priorto 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 liability of any kind.
4. PERFORMANCE. Motorola Solutions will use commercially reasonable efforts to deliver the Motorola Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pc eQP32
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
Solutions Services requested by Customer and to compile information gathered from selected public records and other sources used in the provision 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 fromthird party sources, which may or may not be completely thorough and accurate, and that Customer shall not relyon 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 Motorola 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 subscription 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, patent, 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, and shallpromptly 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 Party") relating to the Disclosing Party's business including, without limitation, technical, financial, strategies and related information, computer programs, algorithms, know-how, processes, ideas, inventions (whether patentable or not), schematics, Trade Secrets (as defined below) and other information (whether written or oral), and in the case of Motorola Solutions' information, product information, pricing information, product development plans, forecasts, the Motorola Solutions Services, and other business information ("Confidential Information"). Confidential Information shall not include information that: (i) is or becomes (through no improper action or inaction by the Receiving Party (as defined below)) generally known to the public; (ii) was in the Receiving Party's possession or known by it prior to receipt from the Disclosing Party; (iii) was lawfully disclosed to Receiving Party by a third - party and received in good faith and without any duty of confidentiality by the Receiving Party or the third - party; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party by employees of the Receiving Party who have had no access to such Confidential Information. "Trade Secret" shall be deemed to include any information which gives the Disclosing Party an advantage over competitors who do not have access to such information as well as all information that fits the definition of "trade secret" set forth under applicable law. Each receiving party ("Receiving Party") agrees not to divulge any Confidential Information or information derived therefrom to any third -party and shall protect the confidentiality of the Confidential Information with the same degree of care it uses to protect the confidentiality of its own confidential information and trade secrets, but in no event less than a reasonable degree of care. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information solely to the extent required by subpoena, court order or other governmental authority, provided thatthe Receiving Party shall give the Disclosing Party prompt written notice of such subpoena, court order or other governmental authority so as to allow the Disclosing Party to have an opportunity to obtain a protective order to prohibit or restrict such disclosure at its sole cost and expense. Confidential Information disclosed pursuant to subpoena, court order or other governmental authority shall otherwise remain subject to the terms applicable to Confidential Information. Each party's obligations with respect to Confidential Information shall continue for the term of these Master Terms and for a period of five (5) years thereafter, provided however, that with respect to Trade Secrets, each party's obligations shall continue for so long as such Confidential Information continues to constitute a Trade Secret. Notwithstanding the foregoing, if Customer is bound by the Freedom of Information Act, 5 U.S.C. 552, or other federal, state, or municipal open records laws or regulations which may require disclosure of information, and disclosure thereunder is requested, Customer agrees that it shall notify Motorola Solutions in writing and provide Motorola Solutions Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pace%l33
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
an opportunity to object, if so permitted thereunder, prior to any disclosure.
6. DISCLAIMER OF WARRANTIES. 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 THEMOTOROLA 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. Source 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 to 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 andall 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, regardless of the cause of the loss or injury, and regardless of the nature of the legal or equitable right claimed to have been violated, shall never exceed the amount of feesactually 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 and to respond to any such audit inquiry within ten (10) business days, unless an expedited response is required.
Violations discovered in any review and/or audit by Motorola 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 Paracraph 1, the security requirements of Paracraph 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 anyproceeding regarding any trust -related matter including, but not limited to, fraud, counterfeiting, identity theft and the like, and that Customer has not been the subject of any civil, criminal or regulatory matter that would create an enhanced security risk to Motorola 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. § 1692-1692p) or any other similar legal or regulatory guidelines. If any such matter has occurred, Customer shall attach a signed statement, along with all Contractual Documentation
40 MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pac,eQ34
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
relevant supporting documentation,providing all details of this matter prior to execution of this Agreement.
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, Motorola Solutionsmay 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 will be provided via written communication. All e-mail notifications shall be sent to the individual named in the Customer Administrator Contact Information section of the Application, unless stated otherwise. Motorola Solutions may, at any time, impose restrictions 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: City of BeII Gardens
Signature
Print Name
Title
Dated (mm/dd/yy)
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pac, eQ335
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
LexisNexis Risk Solutions Government Application
The information submitted on this Application will be used to determine the applicant's eligibility for accessing the services and products of LexisNexis Risk Solutions FL Inc. and its affiliates (hereinafter "LN"). To avoid delay, please provide all information requested. By submitting this Application, the applicant hereby authorizes LN to independently verify the information submitted and perform research about the individuals identified. Acceptance of this Application does not automatically create a business relationship between LN and the applicant. LN reserves the right to reject this Application with or without cause and to request additional information. Applicant acknowledges and understands that LN will only allow applicant access to the LN Services if applicant's credentials can be verified in accordance with LN's internal credentialing procedures.
Section I — Agency Information — p
Full legal name of agency:
ease do not use abbreviations
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.whatismylP.com):
External Agency IP Range — From:
External Agency IP Range — To:
Agency information:
D Federal Government
0 Federal Law Enforcement
0 Local/Municipal Government
D State Government
0 State Law Enforcement
D Local/Municipal Law Enforcement
D Other (please explain):
Section II — Administrator and
additional administrators, please provide
Product Administrator or Main Contact (first & lastname):
Main Contact
additional
Title:
Information (for
sheets)
E -Mail Address:
Admin IP Address:
Required for local and municipal agencies:
Administrator Home Address (street, city, state, zip):
Administrator Date of Birth:
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pace03436
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
Section III — Billing Information
Billing Contact (first & last name): check here if same as Title:
Administrator
Billing Address (street, city, state, zip):
Telephone:
E -Mail Address:
Sales Tax Exempt:
0 No ❑ Yes — please provide proof of exemption
Do you require a PO number on invoice:
0 No 0 Yes If Yes, provide PO Number:
Section IV — Business -to -Business 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 thatl have direct knowledge of the facts stated above.
Applicant Signature: Date Signed:
Applicant Name:
Title:
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pac,e 37
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
NON-FCRA PERMISSIBLE USE CERTIFICATION — GOVERNMENT
Customer Name (Agency):
Name:
DBA:
Address:
City, State,
Zip:
Contact
Name:
Phone:
EQUIRED 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 ofthe 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:
0 No applicable GLBA exception/permissible use. Proceed to SECTION 2. DPPA PERMISSIBLE USES (At least one (1) must be checked to be permitted access to GLBA data) ❑
As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer. ❑
As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer by verifying the identification information contained in applications. ❑
To protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liability.
❑
In required institutional risk control programs.
❑
In resolving consumer disputes or inquiries.
❑
Use by persons, or their representatives, holding a legal or beneficial interest relating to the consumer. ❑
Use by persons acting in a fiduciary or representative capacity on behalf of the consumer.
Contractual Documentation
40 MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
PaceQ38
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
❑
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 —
to verify the accuracy of personal information submitted by the individual to the business or its agents, employees, or contractors; and
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 byapplicable 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.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pac, eQ739
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
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.
0 Customer is NOT requesting access to QA Data. Proceed to SECTION 4. DEATH MASTER FILE 0 Customer is requesting access to QA Data. Complete the sections below.
What department will be using
QA Data?
SOCIAL SECURITY NUMBERS
0 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 usesas 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 verification.
❑
Other uses similar to those described above. Describe your use:
By selecting above, the Customer certifies that it is an Authorized User, and that it will use Social SecurityNumbers only for the purpose(s) it designated on the Authorized Use List and for no other purpose(s).
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pac,eQ40
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
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 enforcement responsibilities. ❑
Special investigative unit, subrogation department and claims department of a private or publicinsurance 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 usesas 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.
a
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 LicenseNumbers only for the purpose(s) it designated on the Authorized Use List and for no other purpose(s).
SECTION 4. DEATH MASTER FILE
For access to Limited Access DMF Data only.
No permissible purpose. Proceed to AUTHORIZATION AND ACCEPTANCE OF TERMS Definitions. For purposes of this Certification, these terms are defined as follows:
a. DMF Agreement: The Limited Access Death Master File Non-federal Licensee Agreement for Use and Resale executed by LexisNexis Risk Data Retrieval Services LLC, on behalf of itself, its affiliates and subsidiaries, and its and their successors, with the federal government (NTIS, as below defined). The DMF Agreement form is found at 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 Formis found at www.lexisnexisecom/risk/DMFDocuments .
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
PaA941
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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), whetherfull or partial Limited Access DMF records or indicators of deceased status, and via any format, including online, XML feed, or in-house file processing through LN.
II. Certification.
Customer's access to the Limited Access DMF requires certification of purpose, as required by 15 CFR Part 1110 and section 1001 of Title 18, United States Code. Customer hereby certifies that it has the indicated permissible purpose(s) under part (a) of this Section II ("Certification") and that it meets the requirements of part (b) of this Section II:
(a) Such Customer has a legitimate fraud prevention interest, or has a legitimate business purpose pursuant to a law, governmental rule, regulation, or fiduciary duty, will use the Limited Access DMF only for such purpose(s), and specifies the basis for so certifying as (choose any applicable purposes that apply to Customer's use):
0 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 AccessDMF data under this Certification is:
0 Fraud Prevention and identity verification purposes
0 For uses permitted or required by law
0 For uses permitted or required by governmental rules
0 For uses permitted or required by regulation
0 For uses necessary to fulfill or avoid violating fiduciary duties and
(b) Customer has systems, facilities, and procedures in place to safeguard Limited Access DMF, and experience in maintaining the confidentiality, security, and appropriate use of such information, pursuant to requirements similar to the requirements of section 6103(p)(4) of the Internal Revenue Code of 1986, and
(c) Customer agrees to satisfy the requirements of such section 6103(p)(4) as if such section applied to Customer.
III. Flow -down Agreement Terms and Conditions
The Parties agree that the following terms and conditions are applicable to Customer and ordering, access to,and use of Limited Access DMF:
1. Compliance with Terms of Agreement and CFR. Customer of Limited Access DMF must comply withthe 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.
Contractual Documentation
4O MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pac, P5042
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 LNin writing in the manner and format required for notices under the Contract.
Should Customer cease to have access rights to Limited Access DMF, Customer shall destroy all Limited Access DMF, and will certify to LN in writing that is has destroyed all such DMF.
3. Security and Audit. Customer will at all times have security provisions in place to protect the Limited Access DMF from being visible, searchable, harvestable or in any way discoverable on the World Wide Web. Customer understands that any successful attempt by any person to gain unauthorized access to or use of the Limited Access DMF provided by LN may result in immediate termination of Customer's access and this Addendum. In addition, any successful attempt by any person to gain unauthorized access may under certain circumstances result in penalties as prescribed in 15 CFR § 1110.200 levied on Customer and the person attempting such access.
Customer will take appropriate action to ensure that all persons accessing the Limited Access DMF it obtains from LN are aware of their potential liability for misuse or attempting to gain unauthorized access. Any such access or attempted access is a breach, or attempted breach, of security and Customer must immediately report the same to NTIS at dmfcert(c�ntis.cov; 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 subjectto 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 Resolution, and Forum. Customer acknowledges that this Addendum is governed by the terms of federal law. Customer acknowledges that the terms of Section '14 of the Agreement govern disagreement handling, and, without limitation to the foregoing, that jurisdiction is federal court.
6. Liability. The U.S. Government/NTIS and LN (a) make no warranty, express or implied, with respect to information provided under the Agreement, including but not limited to, implied warranties of merchantability and fitness for any particular use; (b) assume no liability for any direct, indirect or consequential damages flowing from any use of any part of the Limited Access DMF, including infringement of third party intellectual property rights; and (c) assume no liability for any errors or omissions in Limited Access DMF. The Limited Access DMF does have inaccuracies and NTIS and the Social Security Administration (SSA), which provides the DMF to NTIS, and LN, do not guarantee the accuracy of the Limited Access DMF. SSA does not have a death record for all deceased persons. Therefore, the absence of a particular person in the Limited Access DMF is not proof that the individual isalive. 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.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
PaA143
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 executethis Certification on behalf of the Customer listed above.
Customer Name with state: City of Bell Gardens
Contractual Documentation
Signature
Print Name
Title
Dated
(mm/dd/yy)
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pac,e 44
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
LexisNexis Risk Solutions Government Application
The information submitted on this Application will be used to determine the applicant's eligibility for accessing the services and products of LexisNexis Risk Solutions FL Inc. and its affiliates (hereinafter "LN"). To avoid delay, please provide all information requested. By submitting this Application, the applicant hereby authorizes LN to independently verify the information submitted and perform research about the individuals identified. Acceptance of this Application does not automatically create a business relationship between LN and the applicant. LN reserves the right to reject this Application with or without cause and to request additional information. Applicant acknowledges and understands that LN will only allow applicant access to the LN Services if applicant's credentials can be verified in accordance with LN's internal credentialing procedures.
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.whatismylP.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
0 Other (please explain):
Section II — Administrator and Main Contact Information (for additional administrators, please provide • dditional 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:
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pac,e 5
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
Section III — Billing
Billing Contact (first & last name): check here if same as Administrator
Information
Title:
Billing Address (street, city, state, zip):
Telephone:
E -Mail Address:
Sales Tax Exempt:
ONo ❑ Yes — please provide proof of exemption
Do you require a PO number on invoice:
O No O Yes If Yes, provide PO Number:
Section IV— Business -to -Business Vendor Reference
Required for local and municipal agencies:
Company Name:
Contact:
Business Address (street, city, state, zip):
Contact Phone Number:
E-mail Address:
Section V —
Site visits may be required to assure Applicant eligibility for LN Applicant agrees to authorize a site visit by LN or its approved If the contact for coordinating the site visit is not identified above the site visit contact's information below:
Account Number (if applicable):
Site Visits
products or services. By submitting this Application,
third -party, and agrees to cooperate in its completion. as the Administrator, please provide
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:
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pa�eb146
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
(b) NON-FCRA PERMISSIBLE USE CERTIFICATION — GOVERNMENT Customer Name (Agency):
Name:
DBA:
Address:
City, State,
Zip:
Contact
Name:
Phone:
EQUIRED 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/PER ISSIBLE PURPOSE - NOT APPLICABLE TO LA
ENFORCE ENT
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) 0 As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer. 0 As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer by verifying the identification information contained in applications. 0 To protect against or prevent actual or potential fraud, unauthorized transactions, claims or other liability.
0 In required institutional risk control programs.
0 In resolving consumer disputes or inquiries.
0 Use by persons, or their representatives, holding a legal or beneficial interest relating to the consumer.
Contractual Documentation
40 MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pace a7
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
Use by persons acting in a fiduciary or representative capacity on behalf of the consumer. 0 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 PER ISSIBLE USES - NOT APPLICABLE TO LA ENFORCE ENT 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)
0 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. 0 For use in the normal course of business by a legitimate business or its agents, employees, or contractors, but only —
to verify the accuracy of personal information submitted by the individual to the business or its agents, employees, or contractors; and
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.
Contractual Documentation
40 MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pac, e 48
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
(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 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.
ID Customer is NOT requesting access to QA Data. Proceed to SECTION 4. DEATH MASTER FILE El Customer is requesting access to QA Data. Complete the sections below.
What department will be using QA Data?
SOCIAL SECURITY NUMBERS
D 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 verification.
❑
Other uses similar to those described above. Describe your use:
By selecting above, the Customer certifies that it is an Authorized User, and that it will use Social Security Numbers only for the purpose(s) it designated on the Authorized Use List and for no other purpose(s).
DRIVER'S LICENSE NUMBERS
Contractual Documentation
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pac,e 49
40 MOTOROLA SOLUTIONS
City of Bell Gardens
Flex Software and CommandCentral Upgrade
August 15, 2024
D 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 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 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 ASTER FILE
For access to Limited Access DMF Data only.
No permissible purpose. Proceed to AUTHORIZATION AND ACCEPTANCE OF TERMS Definitions. For purposes of this Certification, these terms are defined as follows:
a. DMF Agreement: The Limited Access Death Master File Non-federal Licensee Agreement for Use and Resale executed by LexisNexis Risk Data Retrieval Services LLC, on behalf of itself, its affiliates and subsidiaries, and its and their successors, with the federal government (NTIS, as below defined). The DMF Agreement form is found at 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 Contractual Documentation
40 MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pac,e 50
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
e. Open Access DMF: The DMF product made available through LN, which obtains the data from NTIS, and which does not include DMF with respect to any deceased individual at any time during the three -calendar -year period beginning on the date of the individual's death.
Open Access DMF data should not be accessed pursuant to this Certification but should be accessed pursuant to a customer contract for such DMF data that is not Limited Access DMF. f. Limited Access DMF: Limited Access DMF includes DMF data with respect to any deceased individual at any time during the three -calendar -year period beginning on the date of the individual's death. Limited Access DMF is made available through LN as a Certified Person, by NTIS. This Certification governs Customer's access to Limited Access DMF from LN (or the applicable LN affiliate), whether full or partial Limited Access DMF records or indicators of deceased status, and via any format, including online, XML feed, or in-house file processing through LN.
II. Certification.
Customer's access to the Limited Access DMF requires certification of purpose, as required by 15 CFR Part 1110 and section 1001 of Title 18, United States Code. Customer hereby certifies that it has the indicated permissible purpose(s) under part (a) of this Section II ("Certification") 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 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
(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:
Contractual Documentation
4O MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pace a1
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 successful attempt by any person to gain unauthorized access may under certain circumstances result in penalties as prescribed in 15 CFR § 1110.200 levied on Customer and the person attempting such access.
Customer will take appropriate action to ensure that all persons accessing the Limited Access DMF it obtains from LN are aware of their potential liability for misuse or attempting to gain unauthorized access. Any such access or attempted access is a breach, or attempted breach, of security and Customer must immediately report the same to NTIS at dmfcertCc ntis. o j 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 Resolution, and Forum. Customer acknowledges that this Addendum is governed by the terms of federal law. Customer acknowledges that the terms of Section 14 of the Agreement govern disagreement handling, and, without limitation to the foregoing, that jurisdiction is federal court.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pa t
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
6. Liability. The U.S. Government/NTIS and LN (a) make no warranty, express or implied, with respect to information provided under the Agreement, including but not limited to, implied warranties of merchantability and fitness for any particular use; (b) assume no liability for any direct, indirect or consequential damages flowing from any use of any part of the Limited Access DMF, including infringement of third party intellectual property rights; and (c) assume no liability for any errors or omissions in Limited Access DMF. The Limited Access DMF does have inaccuracies and NTIS and the Social Security Administration (SSA), which provides the DMF to NTIS, and LN, do not guarantee the accuracy of the Limited Access DMF. SSA does not have a death record for all deceased persons. Therefore, the absence of a particular person in the Limited Access DMF is not proof that the individual is alive. Further, in rare instances, it is possible for the records of a person who is not deceased to be included erroneously in the Limited Access DMF. Customer specifically acknowledges the terms of Attachment B to the Agreement, which terms apply to Customer.
7. Indemnification. To the extent not prohibited by law, Customer shall indemnify and hold harmless NTIS and the Department of Commerce from all claims, liabilities, demands, damages, expenses, and losses arising from or in connection with Customer's, Customer's employees', contractors', or subcontractors' use 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: City of Bell Gardens
Signature
Print Name
Contractual Documentation
Title
Dated
(mm/dd/yy)
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pae153
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
Flex Maintenance and Support Addendum
This Flex Maintenance and Support Addendum ("Addendum"), is between Motorola Solutions, Inc., ("Motorola"), and The City of Bell Gardens "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 operation 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.
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 by the third party to Motorola for distribution to Motorola's customers with the Software, such as mapping software, database software, Contractual Documentation
4O MOTOROLA SOLUTIONS
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Exhibit 2 Page64
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
paging software or open source software, or (ii) separately acquired by Customer as necessary or appropriate for use in conjunction 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 implementation 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 maintenance 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.
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.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pace 55
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
3.5 Enhancements. Motorola shall consider and evaluate the development of Enhancements 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 Motorola 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 any network failures or problems including, but not limited to, cabling, communication lines, routers, connectors, and network software.
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 software 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 damage 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.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pae23456
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
4.8 Operating System. Motorola is not responsible for supporting, configuring, maintaining, 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.
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 representative. 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 contact 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:
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pae257
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
System Introduction — Inquiry,
ii. System Introduction — Data Entry & Modification,
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.
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) days 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 according 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/Shared 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 fees 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 hardware, (3) the Coverage Hours selected by Customer, or (4) Customer's violation of the restrictions set forth in Section 4.5 hereof.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pa 8
City of Bell Gardens August 15, 2024
Flex Software and CommandCentral Upgrade
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 automatically 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.
Contractual Documentation
MOTOROLA SOLUTIONS
Exhibit 2
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted
Pac,e759
CITY OF BELL GARDENS
OFFICE OF THE CITY MANAGER
AGENDA REPORT
Item 8.
TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Bernardo I niguez, Director of Public Works/Facilities SUBJECT: CONSIDERATION OF A RESOLUTION APPROVING AN AGREEMENT WITH TOLAR MANUFACTURING COMPANY, INC. FOR THE PURCHASE OF TRANSIT SHELTERS DATE: September 9, 2024
RECOMMENDATION:
It is staff's recommendation that the City Council adopt the attached Resolution approving an agreement with Tolar Manufacturing Company, Inc. for the purchase of six (6) transit shelters for a total of amount not to exceed $50,958.80.
BACKGROUND/DISCUSSION:
There are currently 47 transit shelter locations within the City. On October 28, 2019, the City Council approved th purchase of 19 transit shelters from Tolar Manufacturing Company, Inc. (Tolar). On April 26, 2021, the City Counc approved the purchase of an additional 23 transit shelters from Tolar.
The remaining shelters to be replaced are located at:
• Northwest corner - Florence Avenue and Jaboneria Road • Northeast corner - Florence Avenue and Eastern Avenue • Southeast corner - Park Lane and Garfield Avenue
• Southeast corner - Loveland Street and Suva Street
• Northeast corner - Florence Place and Perry Road
In addition, a sixth transit shelter will be purchased as a spare to be used in case any of the existing shelters are damage or if there is a need to add an additional shelter to a bus stop location without a shelter.
Cooperative Purchasing through CALACT
Under Section 3.04.100(E) of the Bell Gardens Municipal Code, the City's purchasing policy allows for an exception t the purchasing policy when the supplier offers the same or better price, terms and conditions as a supplier offered as th lowest responsible bidder under a competitive procurement conducted by another city or public agency.
The California Association for Coordinated Transportation (CALACT) is a statewide, nonprofit organization that he represented the interests of small, rural, and specialized transportation providers since 1984. Its membership I comprised of individuals and agencies from diverse facets of transportation, including operators of small and larg systems, planning and government agencies, social service agencies, suppliers and consultants. As a member c CALACT, the City of Bell Gardens has access to purchase from the Morongo Basin Transit Authority (MBTA), as Lea Agency for the California Association for Coordinated Transportation Purchasing Cooperative for Bus Shelter an Accessories, which provides a federal and California -compliant purchasing solution that allows its members to procur transit vehicles or shelters that best meets their transit needs. 228
In May of 2021, MBTA released a Request for Proposals for bus shelters and accessories, RFP #21-01. On July 1( 2021, Tolar submitted a sealed responsive bid and on September 30, 2021, Tolar was awarded MBTA Contract # Tok 21-01, which was later amended on November 8, 2023 to increase the base price for shelters due to inflation for th purchase of transit shelters ("MBTA Contract"). Public Works obtained a quote from Tolar under the MBTA Contract f< the purchase of six (6) transit shelters for a total purchase price of $50,598.80.
The installation of the five (5) transit shelters will be handled by Public Works staff; therefore, there are no labor cosi from Tolar.
CONCLUSION:
If the attached Resolution is adopted, staff will process the agreement for signatures and issue a Notice to Proceed to Tolar for procurement and delivery of the transit shelters.
FISCAL IMPACT:
The agreement with Tolar for the purchase of the transit shelters will be for a total of $50,598.80. The City's FY 2024- 25 budget includes sufficient AQMD funds to cover this expenditure.
ATTACHMENTS:
Exhibit 1 - Resolution No. 2024-69
Exhibit 2 - Agreement with Exhibits
APPROVED ELECTRONICALLY BY:
Michael B. O'Kelly, City Manager
Stephanie Vasquez, City Attorney and/or Susie Altamirano, Assistant City Attorney Manuel Carrillo, Director of Finance and Administrative Services 229
RESOLUTION NO. 2024-69
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL
GARDENS, CALIFORNIA, APPROVING AN AGREEMENT WITH
TOLAR MANUFACTURING, INC. FOR THE PURCHASE OF TRANSIT
SHELTERS
WHEREAS, under Section 3.04.100(E) of the Bell Gardens Municipal Code, the City's purchasing policy allows for an exception when the supplier offers the same or better price, terms and conditions as a supplier offers the lowest responsible bidder under a competitive procurement conducted by another city or public agency; and WHEREAS, in May 2021, Morongo Basin Transit Authority (MBTA), as Lead Agency for California Association for Coordinated Transportation (CALACT), issued a Request for Proposals for Bus Shelters and Accessories (RFP 21-01) on behalf of the consortium agencies who are members of CALACT; and
WHEREAS, Tolar Manufacturing Company, Inc. (Tolar) submitted a bid to MBTA by the July 16, 2021, submittal deadline; and
WHEREAS, MBTA determined Tolar was the successful responsive and responsible bidder; and
WHEREAS, on September 30, 2021, Tolar was awarded MBTA Contract # Tolar 21-01 (MBTA Master Contract); and
WHEREAS, on November 8, 2023, MBTA and Tolar entered into Amendment 1 to the MBTA Master Contract to increase the base price for shelters (Amendment 1); and
WHEREAS, the MBTA Master Contract and Amendment 1 are hereinafter collectively referred to as the "MBTA Contract"; and
WHEREAS, the CALACT is a statewide, nonprofit organization that has represented the interests of small, rural, and specialized transportation providers since 1984; and
WHEREAS, as a member of CALACT, the City of Bell Gardens (City) has access to purchase a variety of transit vehicles and transit shelters from the CALACT/MBTA purchasing cooperative, which provides a federal and California -compliant purchasing solution that allows its members to procure transit vehicles or shelters that best meets their transit needs; and
WHEREAS, the City as member of CALACT can utilize the MBTA Contract to enter into an agreement with Tolar for the purchase of six (6) transit shelters; and Exhibit 1 230
Resolution No. 2024-69
WHEREAS, the City requested a quote from Tolar for the purchase of six (6) transit shelters using the MBTA Contract; and
WHEREAS, the City Council finds that the City has complied with the procurement processes; and
WHEREAS, the City desires to enter into an agreement with Tolar for the purchase of six (6) transit shelters under the MBTA Contract for a total cost of $50,598.80.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bell Gardens as follows:
SECTION 1. The City Council, after consideration of the staff report and presentation, discussion, oral testimony and evidence presented to the City Council, hereby finds that the above recitals are true and correct and incorporate them herein.
SECTION 2. The City Council finds that the City has complied with local, state and federal requirements for procurement as members of CALACT.
SECTION 3. The City Council hereby approves an agreement with Tolar Manufacturing Company, Inc. for the purchase of six (6) transit shelters.
SECTION 4. The City Council further authorizes and directs the City Manager to execute the agreement with Tolar Manufacturing Company, Inc., consistent with this Resolution along with any ancillary documents reasonably necessary to effectuate the intent of this Resolution.
SECTION 5. The City Clerk shall attest and certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon approval.
Exhibit 1
[Signatures on the following page]