CITY OF SIMI VALLEY
MEMORANDUM
Ma
rch 20, 2023
TO
: City Council
F
ROM: Administrative Services Department
S
UBJECT: APPROVAL FOR PURCHASE OF MOBILE AND PORTABLE RADIOS FROM MOTOROLA SOLUTIONS, INC ., VIA COOPERATIVE
AGREEMENT, SUPPLEMENTAL BUDGET REQUEST, AND INTERFUND
TRANSFERS
STAFF RECOMMENDATION
S
taff recommends that the City Council:
1. Appr
ove the contract with Motorola Solutions, Inc. under the terms of the Sourcewell contract, number 042021-MOT, for total cost not -to-exceed $2,093,194.76 and authorize the City Manager to execute relevant purchasing documents;
2. Approve a supplement budget request to appropriate a total of $2,093,194.76 from the following funds: 1) $1,093,194.76 from the General Fund (Fund 100) and $1,000,000 from the Law Enforcement Grant Fund (Fund 287); and
3. Approve interfund transfers to transfer the appropriated funds into the Radio Project Fund (Fund 668), and a supplemental budget request of $2,093,194.76 in the Radio Communications Project (CP66800001), in Fund 668, for the radio purchase.
BACKGROUND AND OVERVIEW
T
he City’s current radio communications system is over 20 years old and is in need of replacements and modernization. As part of that replacement project, portable and mobile radio devices, such as handhelds and those found in vehicles, are also being replaced due to wear and tear of the usual equipment lifecycle as well as to take advantage of improved functionality with the new system technology.
T
his purchase of mobile and portable radios for the Police Department, from Motorola Solutions, Inc, is one part of the larger project to update the City’s aging radio communications system. This purchase is being brought to City Council separately in order to ensure that the City meets certain grant related deadlines.
A
t the meeting of August 22, 2022 City Council approved the acceptance of $1,000,000 from the U.S. Department of Justice’s Byrne Discretionary Grant to partially fund the radio device purchase. This is a grant award which will reimburse the City once the conditions of the grant have been fulfilled. Once received these funds will be placed into the Law Enforcement Grant Fund (Fund 287).
AGENDA I
TEM NO.
Consent (4)
2 Sourcewell contract 42021- MOT with Motorola Solutio ns, Inc. is valid through June 23, 2025. Sourcewell is a purchasing cooperative operated by the State of Minnesota that issues requests for proposals and bids and awards contracts for use by public and nonprofit entities across the country. The City’s Purc hasing Ordinance 2- 9.201(f), authorizes using cooperative purchasing methods, such as Sourcewell, after approval from the appropriate purchasing authority.
The overall design, installation, and implementation of the new citywide radio system as a whole, excluding the current purchase request, is being determined by a separate Request for Proposal (RFP) process. At the conclusion of that process staff will return to City Council with a recommendation for a vendor(s) for the final award to be made by City Council. Federally mandated interoperability ensures that the devices being purchased now, with up-to-date technology, will be compatible with the equally up-to-date technology of the new system once it is completed.
FINDINGS AND ALTERNATIVES
The City was awarded $1,000,000 under the Federal government’s Byrne Discretionary Community Project Funding/Byrne Discretionary Grants Program overseen by the Department of Justice, Office of Justice Programs. This is a reimbursement grant which will reimburse the City once the conditions of the grant have been fulfilled, including the disbursement of funds.
In order to make full use of the Byrne Discretionary Grant award, the relevant funds must be expended prior to the Performance Period End Date, which is September 30, 2023.
This requires that this purchase be authorized, order placed with the vendor, the goods received, and expenses paid prior to that deadline. To that end, staff has brought this item to City Council prior to the completion of the RFP process for the remainder of the system.
The following alternatives are available to the City Council:
1. Approve the contract with Motorola Solutions, Inc. , supplement budget request, and interfund transfers as described.
2. Decline to authorize the contract, supplemental budget request , and interfund transfers as described.
3. Provide other direction to staff.
Staff recommends Alternative No. 1.
3 SUGGESTED CITY COUNCIL MOTION
I mov
e to approve the contract with Motorola Solutions, Inc. under the terms of the Sourcewell contract, number 042021- MOT, for total cost not -to-exceed $2,093,194.76 and authorize the City Manager to execute relevant purchasing documents. Approve a supplement budget request to appropriate a total of $2,093,194.76 from the following funds: 1) $1,093,194.76 from the General Fund (Fund 100) and $1,000,000 from the Law Enforcement Grant Fund (Fund 287). Approve interfund transfers to transfer the appropriated funds into the Radio Project Fund (Fund 668), and a supplemental budget request of $2,093,194.76 in the Radio Communications Project (CP66800001), in Fund 668, for the radio purchase.
SUMMARY
T
he Administrative Services Department, in cooperation with the Police Department, is requesting authorization to purchase mobile and portable radios from Motorola Solutions, Inc. via a cooperative agreement. The devices are part of a larger upgrade of the radio communications system, but are being brought as a separate item in order to comply with grant funding deadlines.
___
_________________________________
Carolyn Johnson
Administrative Services Director
P
repared by: Taylor Dacus, Senior Management Analyst
INDEX Page
A
ttachment 1: Contract with Motorola Solutions, Inc ........................ 4 Attachment 2: Sourcewell Contract # 042021-MOT ....................... 46 Sourcewell No. 042021-M
OT CSSA v8.20.2021
1 Communications System and Services Agreement
Motorola Solutions, Inc. (“Motorola”) and, The City of Simi Val ley, a Municipal Corporation _ (“Customer”) enter into this “Agreement,” pur suant to which Customer will pu rchase and Motorola will sell the System and Services, as described below. Motorola and Customer may be referred to individually as a “Party” and collectively as the “Parties.” For good and valuable consideration, the Parties agree as follows:
WHEREAS, Customer desires to purchase from Motorola and Motorola desires to sell to Customer certain Motorola radio communications equipment and services; and WHEREAS, Sourcewell (“Sourcewell”), a State of Minnesota local government agency and service cooperative offering cooperativ e procurement solutions to gover nment entities that access Sourcewell’s cooperative purchasing contracts (“Participating Entities”); and WHEREAS, on July 4, 2021, Source well and Motorola entered into a contract identified as 042021-MOT, (the “Contract”), which provides that Participating Entities may purchase radio communications equipment from Motorola pursuant to certain terms contained therein; and WHEREAS, pursuant to Article 6.B of the Contract, Motorola and Customer now wish to enter into this Agreement to delineate the specific terms of the purchase of radio communications equipment and services from Motorola by Customer.
For good and valuable consideration, the Parties agree as follows:
Section 1 ATTACHMENTS
1.1. EXHIBITS.
The Exhibits listed below are exhibits related t o the System sale and implementation. These Exhibits, as well as the Contract, are incorporated into and made a part of this Agreement.
Exhibit A “Motorola Software License Agreement”
Exhibit B “Payment”
Exhibit C Technical and Implementation Documents
C-1 “Pricing Summary & Equipmen t List” (Quote 1997521) dated December 2022 C-2 “Implementation Statement of Work” (Device Management Se rvices--Essential) dated January 2021
Exhibit D “Maintenance and Support Addendum”
1.2. ADDENDUM (ADDENDA). Custome r may elect to purchase professional or subscription services in addition to the System and related services. Any such services will be governed by the terms in the main body of the Agreement and an applicable Addendum containing ter ms specific to such service. Such Addenda will be labeled with the name of the service being purchased.
1.3 ORDER OF PRECEDENCE. In in terpreting this Agreement and resolving any ambiguities: 1) the main body of this Agreement takes precedence over the exhibits (unless otherwise specified in an exhibit), and any inconsistency between Exhibits A through F will be resolved in their listed order: 2) The applicable service Addendum will take precedence over the main body of the Agreement and the Exhibits; and 3) the Contract.
Section 2 DEFINITIONS
Capitalized terms used in this Agreement have the following meanings:
ATTACHMENT 1
4 Sourcewell No. 042021-MOT CSSA v8.20.2021
2 “Acceptance Tests” means those tests described in the Acceptance Test Plan.
“Addendum (Addenda)” is the title of the document(s) containing a specific set of t erms and conditions applicable to a particular service or other offering beyond the Communication System and System implementation services. The terms in the Addendum are applicable only to the specific service or offering described therein.
“Administrative User Credentials” means an account that has tot al access over the operating syst em, files, end user accounts and passwords at either the System level or box level. Customer’s personnel with access to the Administrative User Credentials may be referred to as the Administrative User.
“Beneficial Use” means when Customer first uses the System or a Subsystem for o perational purposes (excluding training or testing).
“Confidential Information” means all information consistent with the fulfillment of this Agreement that is (i) disclosed under this Agreement in oral, written, graphic, m achine recognizable, and/or sample form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis of any hardw are, software or any component part thereof provided by discloser to recipient. The nature and existence of this Agreement are considered Confidential Information. Confidential Information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by the discloser by submitting a written document to the recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent.
“Contract Price” means the price for the System and implementation Services, excluding applicable sales or similar taxes and freight charges. Further, unless otherwise stated in Exhibit B, “Payment” or the pricing pages of the proposal, recurring fees for maintenance, SUA, or subscription services are not included in the Contract Price.
“Deliverables” means all written information (such as reports, specifications , designs, plans, drawings, analytics, Solution Data, or other technical or business information) that Motorola prepares for Customer in the performance of the Services and is obligated to provide to Customer under this Agreement. The Deliverables, if any, are more fully described in the Statement of Work.
“Derivative Proprietary Materials” means derivatives of the Proprietary Materials that Motorola may from time to time, including during the course of providing the Serv ices, develop and/or use and/or to which Motorola provides Customer access.
“Effective Date” means that date upon which the last Party executes this Agreement.
“Equipment” means the hardware components of the Solution that Customer pu rchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List.
“Feedback” means comments or information, in oral or written form, given t o Motorola by Customer in connection with or relating to Equipment or Services, during the term of this Agreement.
“Force Majeure” means an event, circumstance, or act that is beyond a Party’s reasonable control, such as an act of God, an act of the public enemy, an act of a government entity, strikes, other labor disturbances, supplier performance, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, riots, or any other similar cause.
“Motorola Software” means software that Motorola or its affiliated companies owns.
“Non-Motorola Software” means software that a party other than Motorola or its affilia ted companies owns.
5 Sourcewell No. 042021-MOT CSSA v8.20.2021
3 “Open Source Software” (also called “freeware” or “shareware”) means software with ei ther freely obtainable source code, license for modification, or permission for free distribution.
“Proprietary Materials” means certain software tools and/or other technical materials, including, but not limited to, data, modules, components, designs, utilities, subs ets, objects, program listings, models, methodologies, programs, systems, analysis frameworks, leading practices and specifications which Motorola has developed prior to, or independently from, the provision of the Services and/or which Motorola licenses from third parties.
“Proprietary Rights” means the patents, patent applications, inventions, copyrights , trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party.
“Services” means system implementation, maintenance, support, subscription , or other professional services provided under this Agreement, which may be further described in the applicable Addendum and/or SOW.
“Software” (i) means proprietary software in object code format, and adapt ations, translations, de- compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement.
“Software License Agreement” means the Motorola Software License Agreement (Exhibit A).
“Software Support Policy” (“SwSP” ) means the policy set forth at https://www.motorolasolutions.com/content/dam/msi/secure/services/software_policy.pdf describing the specific technical support that will be provided to Customers u nder the Warranty Period and during any paid maintenance support period for Motorola Software. This po licy may be modified from time to time at Motorola’s discretion.
“Solution” means the combination of the S ystem(s) and Services provided by Motorola under this Agreement.
“Solution Data” means Customer data that is transformed, altered, processed, aggregated, correlated or operated on by Motorola, its vendors or other data sources and data that has been manipulated or retrieved using Motorola know-how to produce value-added content to data consumers, including customers or citizens which is made available to Customer with the Solution and Services.
“Specifications” means the functionality and performance requirements that are described in the Technical and Implementation Documents.
“SUA” or “SUA II” means Motorola’s Software Upgrade Agreement program.
“Subsystem” means a major part of the System that performs specific functi ons or operations.
Subsystems are described in the Technical and Implementation Documents.
“System” means the Equipment, including incidental hardware and materia ls, Software, and design, installation and implementation services that are combined toge ther into an integrated system; the System(s) is (are) described in the Technical and Implementation Documents.
6 Sourcewell No. 042021-MOT CSSA v8.20.2021
4 “System Acceptance” means the Acceptance Tests have been successfully completed. “System Data” means data created by, in connection with or in relation to E quipment or the performance of Services under this Agreement.
“Warranty Period” for System Hardware, Software, or services related to system implementation means one (1) year from the date of System Acceptance or Beneficial U se, whichever occurs first. Unless otherwise stated in the applicable Addendum, Warranty Period for other Services means ninety (90) days from performance of the Service.
Section 3 SCOPE OF AGREEMENT AND TERM
3.1. SCOPE OF WORK. Motorola will provide, install and test the System(s), and perform its other contractual responsibilities to p rovide the Solution, all in ac cordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement.
3.2. CHANGE ORDERS. Either P arty may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustme nt of the Contract Price or applicable subscription fees, Performance Schedule, or both, and will refl ect the adjustment in a change order or Addendum. Neither Party is obligated to perform requested changes unless both Parties execute a written change order.
3.3. TERM. Unless te rminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement beg ins on the Effective Date and continues until the date of Final Project Acceptance or expiration of the Warranty Period, or completion of the Services, whichever occurs last. The term and the effective date of recu rring Services will be set forth in the applicable Addendum. Unless otherwise specified or extended as noted herein or in any Exhibit or relevant contract document, the term of this Agreement shall be five (5) years.
3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the expiration date of the Agreement, Customer may order additional Equipment or Software, if it is then available. Each purchase order must refer to this Agreement, the expiration date of the Agreement, and must specify the pricing and delivery terms. The Parties ag ree that, notwithstanding expira tion of the Agreement, the applicable provisions of this Agreement (except for pricing, delivery, pas sage of title and risk of loss to Equipment, warranty commencement, and payment terms) will govern the purch ase and sale of the additional Equipment or Software. Additional or contrary terms in the pur chase order will be inapplicable, unless signed by both parties. Title and risk of loss to additional Eq uipment will pass at shipment, warranty will commence upon delivery, and payment is due within thirty (30) d ays after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online (“MOL”), and this Agreement will be the “Underlying Agreement” for those MOL transactions rather than the MOL On-Line Terms and Conditions of Sale. MOL registration and other information may be found a t https://businessonline.motorolasolutions.com and the MOL telephone number is (800) 814-0601.
3.5. MOTOROLA SOFTWARE. Any M otorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement.
3.6. NON-MOTOROLA SOFTWARE. A ny Non-Motorola Software is li censed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has g ranted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor’s rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorol a Software. Non-Motorola Software may include Open Source Software.
7 Sourcewell No. 042021-MOT CSSA v8.20.2021
5 3.7. SUBSTITUTIONS. At no additional cost to Customer, Moto rola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order.
3.8. OPTIONAL EQUIPMENT OR S OFTWARE. This paragraph applies only if a “Priced Options” exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhib it. Customer may exercise this option by giving written notice to Seller which must designate what equip ment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern t he transaction; however, the par ties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need t o be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, payment terms, maintenance and support provisions, additions to or modi fications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions.
Section 4 SERVICES
4.1. If Customer desires and Motorola agrees to continue Servic es beyond the Term, Customer’s issuance and Motorola’s acceptance of a purchase order for Services will serve as an automatic extension of the Agreement for purposes of the continuing Services. Only the terms and conditions applicable to the performance of Services will apply to the extended Agreement.
4.2. During the Warranty Period, in addition to warranty services, Motorola will provide maintenance Services for the Equipment and support for the Motorola Software pursuant to the applicable maintenance and support Statements of Work. Support for the Motorola Software will be in accordance with Motorola's established Software Support Policy. Copies of the SwSP can be found at https://www.motorolasolutions.com/content/dam/msi/secure/services/software_policy.pdf and will be sent by mail, email or fax to Customer upon written request. Mainten ance Services and support during the Warranty Period are included in the Contract Price. Unless alre ady included in the Contract Price, if Customer wishes to purchase 1) additional maintenance or software support services during the Warranty Period; or 2) continue or expand maintenance, software support, installation, and/or SUA services after the Warranty Period, Motorola will provide the description of and p ricing for such services in a separate proposal document. Unless otherwise agreed by the parties in writing, the terms and conditions in this Agreement applicable to maintenance, support, installation, and/or SUA Services, will be included in the Maintenance and Support Addendum, SUA Addendum, the applicable Statements of Work, and the proposal, (if applicable). These collective terms will govern the provision of such Services.
To obtain any such additional Services, Customer will issue a p urchase order referring to this Agreement and the separate proposal document. Omission of reference to t his Agreement in Customer’s purchase order will not affect the applicability of this Agreement. Moto rola’s proposal may include a cover page entitled “Service Agreement” or “Installation Agreement”, as ap plicable, and other attachments. These cover pages and other attachments are incorporated into this Agreement by this reference
4.3. PROFESSIONAL AND SUBSCRIPT ION SERVICES. If Customer purch ases professional or subscription Services as part of the Solution, additional or di fferent terms specific to such Service will be included in the applicable Addendum and will apply to those Services. Customer may purchase additional professional or subscription services by issuing a purchase ord er referencing this Agreement and Motorola’s proposal for such additional services.
4.4. Any information in the form o f specifications, drawings, reprints, technical information or otherwise 8 Sourcewell No. 042021-MOT CSSA v8.20.2021
6 furnished to Customer in providing Services under this Agreement or Motorola data viewed, accessed, will remain Motorola’s property, will be deemed proprietary, Confide ntial Information. This Confidential Information will be promptly returned at Motorola's request.
4.5. TOOLS. All tools, equipment, dies, gauges, models, drawin gs or other materials paid for or furnished by Motorola for the purpose of providing Services und er this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such pr operty while it is in Customer’s custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola’s use without charge and may be removed from Customer’s premises by Motorola at any time without restriction. Upon ter mination of the contract for any reason, Customer shall return to Motorola all equipment delivered to Customer.
4.6. COVENANT NOT TO EMPLOY. During the term of this Agreement and continuing for a period of two (2) years thereafter, Custo mer will not knowingly hire, eng age on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applie s only to those employees of Motorola or its subcontractors who are responsible for rendering Services under this Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law, and the Parties explicitly acknowledge California Business and Professions Code Sec. 16600.
4.7. CUSTOMER OBLIGATIONS. If the applicable Statement of Work or Addendum contains assumptions that affect the Services or Deliverables, Customer will verify that they are accurate and complete. Any information that Customer provides to Motorola concerning the Services or Deliverables will be reasonably 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 perform the Services and its other duties under this Agreement. Unless the Statement of Work states the contrary, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions and Customer-provided information, decisions and approvals described in this paragraph.
4.8. ASSUMPTIONS. If any assumpt ions or conditions contained i n this Agreement, applicable Addenda or Statements of Work prov e to be incorrect or if Customer’s obligations are not performed, Motorola’s ability to perform under this Agreement may be impacted and changes to the Contract Price, subscription fees, project schedule, Deliverables, or other changes may be necessary.
4.9. NON-PRECLUSION. If, as a result of the Services performed under this Agreement, Motorola recommends that Customer purchase products or other services, n othing 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 or other laws, regulations, or policies.
4.10. PROPRIETARY MATERIALS. Cus tomer acknowledges that Motoro l a m a y u s e a n d / o r p r o v i d e Customer with access to Proprietary Materials and Derivative Proprietary Materials. The Proprietary Materials and the Derivative Proprietary Materials are the sole and exclusive property of Motorola and Motorola retains all right, title and interest in and to the Pr oprietary Materials and Derivative Proprietary Materials.
4.11. ADDITIONAL SERVICES. Any s ervices performed by Motorola outside the scope of this Agreement at the direction of C ustomer will be considered to be additional Services which are subject to additional charges. Any agreement to perform additional Services will be reflected in a written and executed change order, Addendum or amendment to this Agreement.
Section 5 PERFORMANCE SCHEDULE
The Parties will perform their re spective responsibilities in accordance with the Performance Schedule, if 9 Sourcewell No. 042021-MOT CSSA v8.20.2021
7 any. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance.
Due to City’s grant fund obligations, the City must receive at least $1 million of equipment and materials under this Agreement no later than June 30, 2023 (the “Grant Deadline”), and Motorola hereby acknowledges the Grant Deadline and will take all reasonable efforts to meet this deadline.
If Motorola is unable to provide the City the requisite equipme nt and materials by the Grant Deadline, unless an alternative solution is reached between the parties, City may exercise any of the following options : (a) City may return any equipment and materials to be purchased under the federal grant funds for a full refund due to failure to be delivered by the Grant Deadline and inability to obtain extension of Grant Deadline. All returned equipment must be unused and in original packaging; (b) City may further decline to purchase ad ditional equipment and materials under this Agreement; and (c) otherwise terminate the Agreement as to purchases not yet delivered. City would be required to pay for any equipment or s ervices received prior to date of termination of the Agreement. The City must give Motorola reaso nable notice of termination of this Agreement.
Section 6 CONTRACT PRICE, PAYMENT AND INVOICING
6.1. Customer affirms that a pur chase order or notice to proceed is not required for contract performance or for subsequent years of service, if any, and that sufficient funds have been or will be appropriated in accordance with applicable law. The Customer will pay all invo ices as received from Motorola and any changes in scope will be subject to the change order process as described in this Agreement. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for payment in accordance with this Agreement.
6.2. CONTRACT PRICE. The Contract Price in U.S. dollars is $2, 093,194.76 (the “Not-To-Exceed Amount”), which includes the Sourcewell administrative fee. Motorola will pay Sourcewell’s administrative fee in accordance with the payment terms of the Motorola/Source well Contract dated July 4, 2021. If applicable, a pricing summary is included with the Payment schedule in Exhibit B. Motorola has priced the Services, Software, and Equipment as an integrated System. A ch ange in Software or Equipment quantities, or Services, may affect the overall Contract Price, including discounts if applicable. Optional or further fees for professional, SUA, and/or subscription services which are not included in the Contract Price may be listed in Exhibit B, the pricing pages of the proposal, or the applicable Addendum.
6.3. INVOICING AND PAYMENT. Motor ola will submit invoices to Customer according to the Payment schedule in Exhibit B. Invoice s will be mailed or emailed to C ustomer pursuant to Section 6.5, Invoicing and Shipping Addresses. Except for a payment that is due on the Effective Date, Custome r will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier’s check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rat e. For reference, the Federal Tax Identification Number for Motorola is 36-1115800.
6.4. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay a nd add all freight charges to the invoices. Title and risk of loss to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Motorola will pack and s hip all Equipment in accordance with good commercial practices.
6.5. INVOICING AND SHIPPING AD DRESSES. Invoices will be sent to the Customer at the following address:
Name:__ City of Simi Valley, Attn: Accounts Payable__________________________________ Address:_ 2929 Tapo Canyon Rd., Simi Valley, CA 93063
Phone:______________________________________________________________________________
E-INVOICE. To receive invoices via email:
10 Sourcewell No. 042021-MOT CSSA v8.20.2021
8 Customer Account Number:____________________________________________________________ Customer Accounts Payable Email:_ [email protected] Customer CC(optional) Email: [email protected]; [email protected]
The address which is the ultimate destination where the Equipme nt will be delivered to Customer is:
Name:__
Name: Simi Valley Police Department
Address:_3901 Alamo St., Simi Valley, CA 93063
The Equipment will be shipped to the Customer at the following address (insert if this information is known):
Name:_ Simi Valley Police Department, Attn: Jeremiah Sanders Address:_ 3901 Alamo St., Simi Valley, CA 93063
Phone:_ 805-583-6848
Customer may change this information by giving written notice to Motorola.
Section 7 SITES AND SITE CONDITIONS
7.1. ACCESS TO SITES. In addi tion to its responsibilities d escribed elsewhere in this Agreement, Customer will provide a designated project manager; all necessa ry construction and building permits, zoning variances, licenses, and any other approvals that are ne cessary to develop or use the sites and mounting locations; and access to the worksites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may pe rform its duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist Customer in the local building permit process.
7.2. SITE CONDITIONS. Custo mer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate:
physical space; air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and ade quate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any apparent defic iencies or non-conformities with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date.
7.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Techn ical and Implementation Documents, the Parties will promptly investigat e the conditions and will selec t replacement sites or adjust the installation plans and specifications as necessary. If change in sites or a djustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order, at the discretion of each Party.
Section 8 TRAINING
Any training to be provided by Motorola to Customer will be described in the applicable Statement of Work.
Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover these additional costs.
Section 9 SYSTEM ACCEPTANCE
9.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten 11 Sourcewell No. 042021-MOT CSSA v8.20.2021
9 (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan.
9.2. SYSTEM ACCEPTANCE. System A cceptance will occur upon succe ssful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan i ncludes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the Syst em as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule.
9.3. BENEFICIAL USE. Customer acknowledges that Motorola’s ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Custome r will not commence Beneficial U se before System Acceptance without Motorola’s prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System.
9.4. FINAL PROJECT ACCEPTANCE. Final Project Acceptance will oc cur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate.
Section 10 REPRESENTATIONS AND WARRANTIES
10.1. SYSTEM FUNCTIONALITY. Motorola represents that the Sy stem will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola’s control, such as natural causes; the construction of a building that adversely affects the micro wave path reliability or radio frequency (RF) coverage; the addition of frequenc ies at System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration outside the Specifications.
10.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes beyond Motorola’s control, this warranty expires eighteen (18) months after the shipment of the Equipment.
10.3. SOFTWARE WARRANTY. Except as described in the SwSP and u nless otherwise stated in the Software License Agreement, during the Warranty Period, Motorol a warrants the Software in accordance with the warranty terms set forth in the Software License Agreement and the provisions of this Section that are applicable to the Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes beyond Motorola’s control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. Nothing in this Warranty provision is intended to conflict or modify the Software Support Policy. In the event of an ambiguity or conflict between the Software Warranty and Software Support Policy, the Software Support Policy governs.
10.4. EXCLUSIONS TO EQUIPMENT AND SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, o r acts of God; testing, maintenance, 12 Sourcewell No. 042021-MOT CSSA v8.20.2021
10 disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer’s failure to comply with all applicable i ndustry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equ ipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affec t the operation of the Equipment; and (vii) normal or customary wear and tear.
10.5. SERVICE WARRANTY. During the Warranty Period, Motorola warrants that the Services will be provided in a good and workmanlike manner and will conform in all material respects to the applicable Statement of Work. Services will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are complete d. Customer acknowledges that the Deliverables may contain recommendations, suggestions or advice from Motorola to Customer (collectively, “recommendations”). Motorola ma kes no warranties concerning th ose recommendations, and Customer alone accepts responsibility for choosing whether and how to im plement the recommendations and the results to be realized from implementing them.
10.6. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investi gation confirms a valid Equipment or Software warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. These actions will be the full extent of Motorola’s liability for the warranty claim. In the event of a valid Services warranty claim, Customer’s sole remedy is to require Motorola to re-perform the non- conforming Service or to refund, on a pro-rata basis, the fees paid for the non-conforming Service. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola’s then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola.
10.7. ORIGINAL END USER IS COVER ED. These express limited warranties are extended by Motorola to the original user purchasing the System or Services for commercial, industrial, or governmental use only, and are not assignable or transferable.
10.8. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE
WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UND ER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL
OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING T HE IMPLIED
WARRANTIES OF MERCHANTABILITY, NO N-INFRINGEMENT, AND FITNESS FO R A PARTICULAR PURPOSE.
Section 11 DELAYS
11.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a For ce Majeure that will significantly delay performance will notify the other P arty promptly (but in no eve nt later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule or applicable Addenda for a time period that is reasonable under the circumstances, or otherwise cancel performance (and payment therefor) if the essential aim or purpose of the Agreement cannot reasonably be fulfilled.
11.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Custom er (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred 13 Sourcewell No. 042021-MOT CSSA v8.20.2021
11 because of the delay. Delay cha rges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project man agement, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan.
Section 12 DISPUTES
The Parties will use the following procedure to address any dis pute arising under this Agreement (a “Dispute”).
12.1. GOVERNING LAW. This Agreement will be governed by and c onstrued in accordance with the laws of the State in which the System is installed.
12.2. NEGOTIATION. Either Party m ay initiate the Dispute resolution procedures by sending a notice of Dispute (“Notice of Dispute”). The Parties will attempt to res olve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the pe rsons with direct re sponsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation.
12.3. MEDIATION. The Parties will choose an independent mediat or within thirty (30) days of a notice to mediate from either Party, which mediation shall be non-bind ing (“Notice of Mediation”). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute.
12.4. LITIGATION, VENUE and JURI SDICTION. If a Dispute remain s unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state and county in which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement.
12.5. CONFIDENTIALITY. All co mmunications pursuant to subsections 12.2 and 12.3 will be treated as compromise and settlement negotiations for purposes of applicab le rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estop pel to affect adversely the rights of either Party.
Section 13 DEFAULT AND TERMINATION
13.1. DEFAULT BY A PARTY. If either Party fails to perform a m aterial obligation under this Agreement, the other Party may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by Customer for failing to pay a ny amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party that it approves t he plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer’s cure plan.
13.2. FAILURE TO CURE. If a def aulting Party fails to cure the default as provided above in Section
13.1, unless otherwise agreed in writing, the non-defaulting Pa rty may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non- 14 Sourcewell No. 042021-MOT CSSA v8.20.2021
12 defaulting Party any of its Confidential Information. If Customer is the non-defaulting Party, terminates this Agreement as permitted by this Section, and completes the Syste m through a third Party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price.
Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges. In the event Customer elects to terminate this Agreement for any r eason other than default, Customer shall pay Motorola for the conforming Equipment and/or Software delivered and all services performed.
Section 14 INDEMNIFICATION AND INSURANCE
14.1. GENERAL INDEMNITY BY Motorola. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer t o the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notic e o f a n y c l a i m o r s u i t . C u s t o m e r w i l l cooperate with Motorola in its defense or settlement of the cla im or suit. This Section sets forth the full extent of Motorola’s general indemnification of Customer from l iabilities that are in any way related to Motorola’s performance under this Agreement.
14.2. Insurance shall be mainta ined by Motorola as set forth in the Contract.
14.3. PATENT AND COPY RIGHT INFRINGEMENT.
14.3.1. Motorola will defend at its expense any suit brought a gainst Customer to the extent it is based on a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software (“Motorola Product”) directly infringes a United States patent or copyright (“Infringement Claim”). Motorola’s duties to defend and indemnify are conditioned upon: Customer p romptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the def ense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola’s obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim.
14.3.2 If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue usi ng the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non-infringing w hile providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards.
14.3.3 Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer’s designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola’s liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Custo mer’s revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product.
15 Sourcewell No. 042021-MOT CSSA v8.20.2021
13 14.3.4. This Section 14 provides Customer’s sole and exclusive remedies and Motorola’s entire liability in the event of an Infringement Claim. Customer has no right to r ecover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 14 are subject to and limited by the restrictions set forth in Section 15.
Section 15 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability , whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or other wise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or implementation and other one-time Services with respect to which losses or damages are c laimed. With respect to all subscription or other ongoing Services and unless as otherwise provided under the applicable Addenda, Motorola’s total liability will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Services preceding the incident giving rise to t he claim. ALTHOUGH THE PARTIES
ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGR EE THAT
MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS, INCONVENIENCE, LOSS OF USE, LOSS TIME, DATA, GOODWILL, REVENU ES, PROFITS OR SAVINGS; OR OTH ER SPECIAL,
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING
FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWA RE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than four (4) years after the accrual of the cause of action, except for money due upon an open account.
Section 16 CONFIDENTIALIT Y AND PROPRIETARY RIGHTS
16.1. CONFIDENTIAL INFORMATION.
16.1.1. Each party is a disclosing party (“Discloser”) and a receiving party (“Recipient”) under this Agreement. All Deliverables will be deemed to be Motorola’s Con fidential Information. During the term of this Agreement and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential Information to only those employees (including, but not limited to, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiari es of the same parent company), agents or consultants who must be directly involved with the Confidential Information for the purpose and who are bound by confidentiality terms substantially similar to those i n this Agreement; (iii) not copy, reproduce, reverse engineer, decompile, or disassemble any Confidential In formation; (iv) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (v) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonab le steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (vi) only use the Confidential Information as needed to fulfill this Agreement.
16.1.2. Recipient is not obligat ed to maintain as confidential , Confidential Information that Recipient can demonstrate by documentation (i) is now available or becomes available to the public without breach of this agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality ; (iv) is known to the Recipient prior to such disclosure; or (v) is independently developed by Recipient without the use of any of Discloser’s Confidential Information or any breach of this Agreement. Additionally, the Recipient may disclose Confidential Information to the extent required by a judicial or legislative order or proceeding, or by any applicable federal or state open records act or freedom of information act require ments provided that it gives the Discloser prompt prior notice of the intended disclosure and an opportuni ty to respond or object to the disclosure, if 16 Sourcewell No. 042021-MOT CSSA v8.20.2021
14 permissible.
16.1.3. All Confidential Information re mains the property of the Disclo ser and will not be copied or reproduced without the express written permission of the Disclo ser, except for copies that are absolutely necessary in order to fulfill this Agreement. Within ten (10) days of receipt of Discloser’s written request, Recipient will return all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain one (1) archival copy of the Confidential Information that it m ay use only in case of a dispute concerning this Agreement. No license, express or implied, in the Confidential Information is granted other than to use the Confidential Information in the manner and to the extent au thorized by this Agreement. The Discloser warrants that it is authorized to disclose any Confidential Inf ormation it discloses pursuant to this Agreement.
16.2. PRESERVATION OF MOTOROLA’S PROPRIETARY RIGHTS. Motor ola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment , Software, or related services remain vested exclusively in Motorola, and this Agreement does not gra nt to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola’s Proprietary Right s. Customer will not modify, di sassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, deri ve source code or create derivative works from, adapt, translate, merge wi th other software, reproduce, d istribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner.
16.3 VOLUNTARY DISCLOSURE. Except as required to fulfill its obligations under this Agreement, Motorola will have no obligation to provide Customer with access to its Confidential Information and/or proprietary information. Under no circumstances will Motorola be required to provide any data related to cost and pricing.
16.4 DATA AND FEEDBACK.
16.4.1 To the extent permitted by law, Customer owns all right , title and interest in System Data created solely by it or its agents (hereafter, “Customer Data”), and grants to Motorola the right to use, host, cache, store, reproduce, copy, modify, combine, analyze, create derivatives from, communicate, transmit, publish, display, and distribute such Customer Data.
16.4.2 Motorola owns all right, title and interest in data res ulting from System Data that is or has been transformed, altered, processed, aggregated, correlated or operated on (hereafter, “Derivative Data”).
16.4.3 Any F eedback given by Customer is and will be entirely voluntary and , even if designated as confidential, will not create any confidentiality obligation fo r Motorola. Motorola will be free to use, reproduce, license or otherwise distribute and exploit the Feedback without any obligation to Customer.
Customer acknowledges that Motorola’s receipt of the Feedback d oes not imply or create recognition by Motorola of either the novelty or originality of any idea. The parties further agree that all fixes, modifications and improvements made to Motorola products or services conceived of or made by Motorola that are based, either in whole or in part, on the Feedback are the exclusive p roperty of Motorola and all right, title and interest in and to such fixes, modifications or improvements to the Motorola product or service will vest solely in Motorola.
Section 17 GENERAL
17 Sourcewell No. 042021-MOT CSSA v8.20.2021
15 17.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer ex cept as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoi ce to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within thirty (30) days after the date of the invoice. Customer will be solely responsible for report ing the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth.
17.2. ASSIGNABILITY AND SUBCONTR ACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder wi thout the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding th e foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive paym ent without the prior consent of Customer. In addition, in the event Motorola separates one or more of its bu sinesses (each a “Separated Business”), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a “Separation Event”), Motorola may, without the prior written consent of the other Pa rty and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) followin g the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.
17.3. WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power.
17.4. SEVERABILITY. If a court of competent jurisdiction rend ers any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect.
17.5. 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.
17.6. HEADINGS AND SECTION REFERENCES. The section headings i n this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party.
17.7. 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 Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt.
17.8. COMPLIANCE WITH APPLICABL E LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System.
Customer will obtain and comply with all Federal Communications Commission (“FCC”) licenses and authorizations required for the installation, operation and use of the System before the scheduled 18 Sourcewell No. 042021-MOT CSSA v8.20.2021
16 installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an a gent or representative of Customer in FCC or other matters.
17.9 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an evolving technological area and therefore, laws and regulations regarding Services and use of Solution may change. Changes to existing Services or the Solution required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services.
1 7 . 1 0 . A U T H O R I T Y T O EXECUTE AGREEMENT. Each Party represents that it has obtained a ll necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on it s behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party.
17.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. If applicable to the type of System purchased by Customer, Motorola will provide Customer with Administrative User Credentials. Customer agrees to only grant access to the Administrative User Credentials to those personnel with the training and experience to correctly use them. Customer is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer may be asked to provide valid Administrative User Credentials when in contact with Motorola System support personnel. Customer understands that changes made as the Administrative User can significantly impact the performance of the System. Customer agrees that it will be solely responsible for any negative impact on the System or its users by any such changes. System issues occurring as a result of changes made using the Administrative User Credentials may impact Motorola’s ability to perform Services or other obligations under the Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will be entitled to bill Customer and Customer will pay Motorola on a time and materials basis for resolving the issue.
17.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.5 (Motorola Software); Section 3.6 (Non-Motorola Software); Section 5 (Performance Schedule); if any payment obligations exist, Sec t i o n s 6 . 2 a n d 6 . 3 ( C o n t r a c t P r i c e a n d Invoicing and Payment); Subsection 10.8 (Disclaimer of Implied Warranties); Section 12 (Disputes); Section 15 (Limitation of Liability); and Section 16 (Confidentiality a nd Proprietary Rights); and all of the General provisions in Section 17.
17.13. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subjec t matter of the Agreement and s upersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and shall have the same l egal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile copy or compute r image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect a s an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be 19 Sourcewell No. 042021-MOT CSSA v8.20.2021
17 amended or modified only by a written instrument signed by auth orized representatives of both Parties.
The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be consid ered an amendment or modificati on of this Agreement, even if a representative of each Party signs that document.
The Parties hereby enter into this Agreement as of the Effective Date.
Motorola Solutions, Inc. Customer, City of Simi Valley, A Municipal Corp.
By: ______________________________ By: ______________________ ________
Name: Jerry Burch Name: __ Fred D. Thomas
Title: Territory Vice President_________ Title: _ Mayor of t he City of Simi Valley
Date: ____________________________ Date: ____________________ _________
By: ______________________________
Name: Michael DeBenedetti___________
Title: Territory Vice President__________
Date: ____________________________
Attest:
____________________________________
Lucy Blanco, City Clerk
Approved as to Form:
David L. Caceres, City Attorney
Approved as to Content:
________
Brian Paul Gabler, City Manager
_______________________
Johanna Medrano, Deputy Administrative
Services Director (Budget & Purchasing)
Carolyn Johnson,
Administrative Services Director
20 Sourcewell No. 042021-MOT CSSA v8.20.2021
1 Exhibit A
MOTOROLA SOFTWARE LICENSE AGREEMENT
This Exhibit A Motorola Software License Agreement ("Agreement" ) is between Motorola Solutions, Inc., (“Motorola"), and The City of Simi Valley (“Licensee”).
For good and valuable consideration, the parties agree as follows:
Section 1 DEFINITIONS
1.1 “Designated Products” me ans products provided by Motoro la to Licensee with which or for which the Software and Documentation is licensed for use.
1.2 “Documentation” means p roduct and software documentatio n that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided).
1.3 “Open Source Software” m eans software with either freel y obtainable source code, license for modification, or permission for free distribution.
1.4 “Open Source Software Li cense” means the terms or condi tions under which the Open Source Software is licensed.
1.5 “Primary Agreement” mean s the agreement to which this exhibit is attached.
1.6 “Security Vulnerability” means a flaw or weakness in sy stem security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged.
1.7 “Software” (i) means prop rietary software in object code format, and adaptations, translations, de- compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement.
Section 2 SCOPE
Motorola and Licensee enter into this Agreement in connection w ith Motorola's delivery of certain proprietary software or products containing embedded or pre-loa ded proprietary software, or both. This Agreement contains the terms and conditions of the license Moto rola is providing to Licensee, and Licensee’s use of the proprietary software and affiliated documentation.
Section 3 GRANT OF LICENSE
3.1. Subject to the provisions of this Agreement and the pay ment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (excep t as permitted in Section 7) and non- exclusive license under Motorol a’s copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in obj ect code form, and the Documentation solely in connection with Lice nsee's use of the Designated Prod ucts. This Agreement does not grant any rights to source code.
21 Sourcewell No. 042021-MOT CSSA v8.20.2021
2 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If the re is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee’s use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonabl e efforts to: (i) determine whether any Open Source Software is provided under this Agreement; and (ii) identify the Open Source Software (or specify where that license may be found).
3.3 TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGR EEMENT PACKAGED
WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT TH AT BECOMES
EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AG REEMENT
SUPERSEDES THE SOFTWARE LICENSE AG REEMENT AS TO THE END USER OF EACH SUCH PRODUCT.
Section 4 LIMITATIONS ON USE
4.1. Licensee may use the Software only for Licensee's inter nal business purposes and only in accordance with the Documentation. Any other use of the Softwa re is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not mak e the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement.
4.2. Licensee will not, and will not allow or enable any thi rd party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the S oftware or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would caus e the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or di saster recovery purposes; provided t h a t Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software.
4.3. Unless otherwise authorized by Motorola in writing, Lic ensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device.
Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Softw are is transferred. Temporary transfer of the Software to another device must be discontinued when the or iginal Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued.
4.4 Licensee will maintain, duri ng the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compl iance with this Agreement. Motorola or an independent third party (“Auditor”) may inspect Licensee’s premises, books and records, upon reasonable prior notice to Licensee, during Licensee’s normal business hours and subject to Lic ensee's facility and 22 Sourcewell No. 042021-MOT CSSA v8.20.2021
3 security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement.
Section 5 OWNE RSHIP AND TITLE
Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade se crets, trade names, and other p roprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emul ations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola’s processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property devel oped, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights.
Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY
6.1. Unless otherwise stated i n the Primary Agreement, the c ommencement date and the term of the Software warranty will be a period of ninety (90) days from Mot orola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that el iminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee’s use of the Software or the Designat ed Products will be uninterrupted, error- free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee’s particular requirements. Motorola makes no represen tations or warranties with respect to any third party software included in the Software. Notwithstanding, any warranty provided by a copyright owner in its standard license terms will flow through to Licensee for third party software provided by Motorola.
6.2 Motorola’s sole obligation to Licensee and Licensee’s e xclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola’s option, Motorola will replace the defe ctive Software with functionally-equivalent Software, license to Licensee su bstitute Software which will ac complish the same objective, or terminate the license and refund the Licensee’s paid license fee.
6.3. Warranty claims are des cribed in the Primary Agreement.
6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties o f condition, title, non-infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or us age of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation.
Section 7 TRANSFERS
Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written 23 Sourcewell No. 042021-MOT CSSA v8.20.2021
4 consent. Motorola’s consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than CPS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documen tation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement.
Section 8 TERM AND TERMINATION
8.1 Licensee’s right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the De signated Products with which or for which the Software and Documentation have been provided by Motorola, unle ss Licensee materially breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola.
8.2 Within thirty (30) days after termination of this Agree ment, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee.
8.3 Licensee acknowledges t hat Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Do cumentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola f or which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immedi ate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government).
Section 9 Commerci al Computer Software
9.1 This Section 9 only applies to U.S. Government end users. The Software, Documentation and updates are commercial items as that term is defined at 48 C.F.R. Part 2.101, consisting of “commercial computer software” and “computer software documentation” as such terms a re defined in 48 C.F.R. Part 252.227- 7014(a)(1) and 48 C.F.R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48 C.F.R. Part 227.7202, as applicable. Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227-7015, 48 C.F.R.
Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, the Software, Documentation and Updates are distributed and licensed to U.S. Government end users: (i) only as commercial items, and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions contained herein.
9.2 If Licensee is licensing Software for end use by the Uni ted States Government or a United States Government agency, Licensee may t ransfer such Software license, but only if: (i) Licensee transfers all copies of such Software and Documentation to such United States Government entity or interim transferee, and (ii) Licensee has first obtained from the transferee (if applicable) and ultimate end user an enforceable end user license agreement containing restrictions substantiall y identical to the ones contained in this Agreement. Except as stated in the foregoing, Licensee and any transferee(s) authorized by this subsection
9.2 may not otherwise use or transfer or make available any Motorola software to any third party nor permit any party to do so.
Section 10 CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain Motorola’s valuable proprietary and Confidential Information and are Motorola’s trade secrets, and that the provisions in the Primary Agreement 24 Sourcewell No. 042021-MOT CSSA v8.20.2021
5 concerning Confidential Information apply.
Section 11 LIMITATION OF LIABILITY
The Limitation of Liability provision is described in the Primary Agreement.
Section 12 NOTICES
Notices are described in the Primary Agreement.
Section 13 GENERAL
13.1. COPYRIGHT NOTICES. The existence of a copyright notice o n the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software.
13.2. COMPLIANCE WITH LAWS. L icensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of t he United States. Licensee wil l not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement.
13.3 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge a nd agree that this is an evolving technological area and therefore, laws and regulations regarding Services and use of Solution may change. Changes to existing Services or the Solution required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services.
13.4. ASSIGNMENTS AND SUBCONTRAC TING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its right s in any Software, without prior notice to or consent of Licensee.
13.5. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal s ubstantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of th e U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (c ollectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA.
13.6. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notw ithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement.
25 Sourcewell No. 042021-MOT CSSA v8.20.2021
6 13.7. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 su rvive the termination of this Agreement.
13.8. ORDER OF PRECEDENCE. In t he event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter.
13.9. SE CURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement.
26 Sourcewell No. 042021-MOT CSSA v8.20.2021
1 Exhibit B
PAYMENT
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. If Customer has purchased additional Professional or Subscription services, payment will be in accordance with the applicable addenda. Payment for the System purchase will be in accordance with the following milestones.
System Purchase (excluding Subscribers, if applicable)
1. 50% of the Contract Price due upon contract execution (due upon effective date);
2. 50% of the Contract Price due upon completion;
If Subscribers are purchased, 100% of the Subscriber Contract Price will be invoiced upon shipment (as shipped).
Motorola shall make partial shipments of equipment and will req uest payment upon shipment of such equipment. In addition, Motorola shall invoice for installation s completed on a site-by-site basis or when professional services are comp leted, when applicable. The valu e of the equipment shipped/services performed will be determined by the value shipped/services perf ormed as a percentage of the total milestone value. Unless otherwise specified, contract discount s are based upon all items proposed and overall system package. For invoicing purposes only, discounts will be applied proportionately to the FNE and Subscriber equipment values to total contract price. Overd ue invoices will bear simple interest at the maximum allowable rate by state law.
For Lifecycle Support Plan and Subscription Based Services:
Motorola will invoice Customer annually in advance of each year of the plan.
The chart below outlines the hour ly labor rates for Motorola Sy stem Integration resources to be used. The staffing requirements shall be multiplied by the appropriate rate per resource in the table below. The hourly labor rates are fully burdened. The hourly rates per resource type and level are listed in Table 1.
These rates apply to ordinary days and times (Monday to Friday during the hours 8am to 5pm). Additional surcharges may apply to work done outside these timeframes. The minimum charge for any resource will be 4 hours.
Travel expenses are not included in these rates and may be charged separately. The qualifications of each type and level of resource are defined in the tables found at
https://www.motorolasolutions.com/content/dam/msi/secure/services/labor-rates-exhibit-160408.pdf. All Motorola System Integration personnel assigned to this project will be classified according these levels. Project Administrative roles are varied and their specific duties and qualifications will be determined by the complexity and requirements of each project.
27 QUOTE-1997521
SIMI VALLEY
, CITY OF
(180) APX 8000/APX 8500/RSM
12/29/2022
The design, technical, pricing, and other information (“Information”) furnished with this submission is confidential proprietary information of Motorola Solutions, Inc. or the Motorola Solutions entity providing this quote (“Motorola”) and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law , the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola.
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. © 2020 Motorola Solutions, Inc. All rights reserved.
EXHIBIT C-1
28 12/29/2022
SIMI V
ALLEY, CITY OF
2929 TAPO CANYON RD
SIMI VALLEY, CA 93063
RE: Motorola Quote for (180) APX 8000/APX 8500/RSM
Dear Jeremiah Sanders,
Motorola Solutions is pleased to present SIMI VALLEY, CITY OF with this quote for quality communications equipment and services. The development of this quote provided us the opportunity to evaluate your requirements and propose a solution to best fulfill your communications needs.
This information is provided to assist you in your evaluation process. Our goal is to provide SIMI VALLEY, CITY OF with the best products and services available in the communications industry. Please direct any questions to Mark Streker at [email protected].
We thank you for the opportunity to provide you with premier communications and look forward to your review and feedback regarding this quote.
Sincerely,
Mark Streker
Sr. Account Executive
QUOTE-1997521
29 Billing Address:
SIMI V
ALLEY, CITY OF
2929 TAPO CANYON RD
SIMI VALLEY, CA 93063
US
Quote Date:12/29/2022
Expiration Date:
03/31/2023
Quote Created By:
Mark Streker
Sr. Account Executive
mark.streker@
motorolasolutions.com
8052498391
End Customer:
SIMI VALLEY, CITY OF
Jeremiah Sanders
[email protected]
8055836848
Contract: SOURCEWELL - #042021-MOT
Line #
Item Number
Description
Qty
List Price
Sale Price
Ext. Sale Price
APX™ 8000 Series
APX8000
1 H91TGD9PW6AN
APX 8000 ALL BAND
POR
TABLE MODEL 2.5
180
$7,108.00
$5,188.84
$933,991.20
1a
Q806CB
ADD: ASTRO DIGITAL CAI
OPERA
TION
180
$567.00
$413.91
$74,503.80
1b
H35BT
ADD: CONVENTIONAL
OPERA
TION
180
$880.00
$642.40
$115,632.00
1c
Q629AH
ENH: AES ENCRYPTION AND
ADP
180
$523.00
$381.79
$68,722.20
1d
Q387AW
ADD: MULTICAST VOTING
SCAN
180
$220.00
$160.60
$28,908.00
1e
QA09001AB
ADD: WIFI CAPABILITY
180
$330.00
$240.90
$43,362.00
1f
QA09007AA
ADD: OUT OF THE BOX WIFI
PROVISIONING
180
$0.00
$0.00
$0.00
1g
H02AK
ENH: STUN/KILL
180
$83.00
$60.59
$10,906.20
1h
Q887AU
ADD: 5Y ESSENTIAL
SER
VICE
180
$306.00
$306.00
$55,080.00
APX™ 8500
QUOTE-1997521
(180) APX 8000/APX 8500/RSM
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer , then
Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800
30 Line #
Item Number
Description
Qty
List Price
Sale Price
Ext. Sale Price
2 M37TSS9PW1AN
APX8500 ALL BAND MP
MOBILE
58 $5,667.00
$4,136.91
$239,940.78
2a
G806BL
ENH: ASTRO DIGITAL CAI OP
APX
58 $567.00
$413.91
$24,006.78
2b
G48BB
ENH: CONVENTIONAL
OPERA
TION APX
58 $880.00
$642.40
$37,259.20
2c
G843AH
ADD: AES ENCRYPTION AND
ADP
58 $523.00
$381.79
$22,143.82
2d
GA01670AA
ADD: APX E5 CONTROL
HEAD
58 $717.00
$523.41
$30,357.78
2e
G444AH
ADD: APX CONTROL HEAD
SOFTW
ARE
58 $0.00
$0.00
$0.00
2f
G67EH
ADD: REMOTE MOUNT E5 MP
58 $327.00
$238.71
$13,845.18
2g
GA00250AA
ADD: WIFI/GNSS STUBBY
ANTENNA LMR240
58 $110.00
$80.30
$4,657.40
2h
GA01513AB
ADD: ALL BAND MOBILE
ANTENNA (7/8/V/U)
58 $105.00
$76.65
$4,445.70
2i
GA09001AA
ADD: WI-FI CAPABILITY
58 $330.00
$240.90
$13,972.20
2j
GA09007AA
ADD: OUT OF THE BOX WIFI
PROVISIONING
58 $0.00
$0.00
$0.00
2k
B18CR
ADD: AUXILIARY SPKR 7.5
W
ATT APX
58 $66.00
$48.18
$2,794.44
2l
W22BA
ADD: STD PALM
MICROPHONE APX
58 $79.00
$57.67
$3,344.86
2m
GA01517AA
DEL: NO J600 ADAPTER
CABLE NEEDED
58 $0.00
$0.00
$0.00
2n
GA00318AF
ENH: 5 YEAR ESSENTIAL
SVC
58 $480.00
$480.00
$27,840.00
APX™ 8500
3 M37TSS9PW1AN
APX8500 ALL BAND MP
MOBILE
7 $5,667.00
$4,136.91
$28,958.37
3a
G806BL
ENH: ASTRO DIGITAL CAI OP
APX
7 $567.00
$413.91
$2,897.37
3b
G48BB
ENH: CONVENTIONAL
OPERA
TION APX
7 $880.00
$642.40
$4,496.80
QUOTE-1997521
(180) APX 8000/APX 8500/RSM
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer , then
Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800
31 Line #
Item Number
Description
Qty
List Price
Sale Price
Ext. Sale Price
3c
G843AH
ADD: AES ENCRYPTION AND
ADP
7 $523.00
$381.79
$2,672.53
3d
G72AD
ADD: APX O3 HANDHELD CH
7 $1,041.00
$759.93
$5,319.51
3e
G67DE
ADD: REMOTE MOUNT 03 MP
7 $327.00
$238.71
$1,670.97
3f
G444AH
ADD: APX CONTROL HEAD
SOFTW
ARE
7 $0.00
$0.00
$0.00
3g
GA09001AA
ADD: WI-FI CAPABILITY
7 $330.00
$240.90
$1,686.30
3h
GA09007AA
ADD: OUT OF THE BOX WIFI
PROVISIONING
7 $0.00
$0.00
$0.00
3i
GA00250AA
ADD: WIFI/GNSS STUBBY
ANTENNA LMR240
7 $110.00
$80.30
$562.10
3j
GA01513AB
ADD: ALL BAND MOBILE
ANTENNA (7/8/V/U)
7 $105.00
$76.65
$536.55
3k
B18CR
ADD: AUXILIARY SPKR 7.5
W
ATT APX
7 $66.00
$48.18
$337.26
3l
G90AC
ADD: NO MICROPHONE
NEEDED APX
7 $0.00
$0.00
$0.00
3m
GA01517AA
DEL: NO J600 ADAPTER
CABLE NEEDED
7 $0.00
$0.00
$0.00
3n
G309AD
ADD: USB DATA INTFC
CABLE-TRK APX
7 $94.00
$68.62
$480.34
3o
GA00318AF
ENH: 5 YEAR ESSENTIAL
SVC
7 $480.00
$480.00
$3,360.00
APX™ 8500
4 M37TSS9PW1AN
APX8500 ALL BAND MP
MOBILE
5 $5,667.00
$4,136.91
$20,684.55
4a
G806BL
ENH: ASTRO DIGITAL CAI OP
APX
5 $567.00
$413.91
$2,069.55
4b
G48BB
ENH: CONVENTIONAL
OPERA
TION APX
5 $880.00
$642.40
$3,212.00
4c
G843AH
ADD: AES ENCRYPTION AND
ADP
5 $523.00
$381.79
$1,908.95
4d
GA01513AB
ADD: ALL BAND MOBILE
ANTENNA (7/8/V/U)
5 $105.00
$76.65
$383.25
QUOTE-1997521
(180) APX 8000/APX 8500/RSM
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer , then
Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800
32 Line #
Item Number
Description
Qty
List Price
Sale Price
Ext. Sale Price
4e
GA01670AA
ADD: APX E5 CONTROL
HEAD
5 $717.00
$523.41
$2,617.05
4f
G444AH
ADD: APX CONTROL HEAD
SOFTW
ARE
5 $0.00
$0.00
$0.00
4g
G66BN
ADD: DASH MOUNT E5
5 $138.00
$100.74
$503.70
4h
W665BF
ADD: BASE STATION OP APX
5 $77.00
$56.21
$281.05
4i
GA09001AA
ADD: WI-FI CAPABILITY
5 $330.00
$240.90
$1,204.50
4j
GA09007AA
ADD: OUT OF THE BOX WIFI
PROVISIONING
5 $0.00
$0.00
$0.00
4k
GA01606AA
ADD: NO GPS/WI-FI
ANTENNA NEEDED
5 $0.00
$0.00
$0.00
4l
GA01517AA
DEL: NO J600 ADAPTER
CABLE NEEDED
5 $0.00
$0.00
$0.00
4m
G142AD
ADD: NO SPEAKER APX
5 $0.00
$0.00
$0.00
4n
W22BA
ADD: STD PALM
MICROPHONE APX
5 $79.00
$57.67
$288.35
4o
G91AF
ADD: CNTRL STATION PWR
SUPPL
Y
5 $296.00
$216.08
$1,080.40
4p
GA00318AF
ENH: 5 YEAR ESSENTIAL
SVC
5 $480.00
$480.00
$2,400.00
5 PMMN4136B
ACCESSORY KIT,XVP830
REMOTE SPEAKER
MICROPHONE, NO CHANNEL
KNOB
130
$486.00
$388.75
$50,537.50
6 NNTN8860A
CHARGER, SINGLE-UNIT,
IMPRES 2, 3A, 1
15VAC, US/NA
180
$169.56
$135.63
$24,413.40
7 NNTN8844A
CHARGER, MULTI-UNIT,
IMPRES 2, 6-DISP
, NA/LA-
PLUG, ACC USB CHGR
4 $1,420.20
$1,136.02
$4,544.08
8 RLN6434B
APX TRAVEL CHARGER
12 $119.99
$95.98
$1,151.76
APX™ Radio Management
RADIO MANAGEMENT
9 T7914A
RADIO MANAGEMENT
ONLINE
1 $0.00
$0.00
$0.00
9a
UA00049AA
ADD: RADIO MANAGEMENT
LICENSES ONLINE
164
$110.00
$110.00
$18,040.00
QUOTE-1997521
(180) APX 8000/APX 8500/RSM
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer , then
Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800
33 Line #
Item Number
Description
Qty
List Price
Sale Price
Ext. Sale Price
10 PSV01S01987A
RADIO MANAGEMENT (RM)
TRAINING VIR
TUAL (1 SEAT)
2 $1,500.00
$1,500.00
$3,000.00
11 PMLN7904A
CARRY ACCESSORY-
CASE,APX6000 CC 2.75
SWLBL TIA BA
TTERY
130
$85.32
$68.25
$8,872.50
12 PMNN4486A
BATT IMPRES 2 LIION R IP67
3400T
12 $188.27
$150.60
$1,807.20
Subtotal
$1,957,691.43
Estimated Tax
$135,503.33
Grand Total
$2,093,194.76(USD)
Notes:
●
This quote contains items with approved price exceptions applied against them.
●
5 YEAR ESSENTIAL SVC not taxable in California
QUOTE-1997521
(180) APX 8000/APX 8500/RSM
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer , then
Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.
Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800
34 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. © 2021 Motorola Solutions, Inc. All rights reserved.
DEVICE MANAGEMENT
SERVICES - ESSENTIAL
JANUARY 2021
EXHIBIT C-2
35 January 2021
Device Management Services - Essential Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted Table of Contents i
TABLE OF CONTENTS
Section 1
Statement of Work for Device Management Services – Essential ................................ ................... 1-1
1.1 Overview ................................ ................................ ................................ ......................... 1-1
1.2 Hardware Repair ................................ ................................ ................................ ............ 1-1
1.2.1 Scope ................................ ................................ ................................ .......................... 1-1
1.2.2 Motorola Solutions Responsibilities ................................ ................................ ............. 1-1
1.2.3 Limitations and Exclusions ................................ ................................ ........................... 1-2
1.2.4 Customer Responsibilities ................................ ................................ ........................... 1-2
1.2.5 Scope ................................ ................................ ................................ .......................... 1-3
1.2.6 Motorola Solutions Responsibilities ................................ ................................ ............. 1-3
1.2.7 Limitations and Exclusions ................................ ................................ ........................... 1-3
1.2.8 Customer Responsibilities ................................ ................................ ........................... 1-4
1.3 Subscriber Radio Technical Support................................ ................................ ................ 1-5
1.3.1 Scope ................................ ................................ ................................ .......................... 1-5
1.3.2 Motorola Solutions Responsibilities ................................ ................................ ............. 1-5
1.3.3 Limitations and Exclusions ................................ ................................ ........................... 1-5
1.3.4 Customer Responsibilities ................................ ................................ ........................... 1-5
1.4 MyView Portal Access ................................ ................................ ................................ ..... 1-5
1.4.1 Motorola Solutions Responsibilities ................................ ................................ ............. 1-5
1.4.2 Customer Responsibilities ................................ ................................ ........................... 1-6
36 January 2021
Device Management Services - Essential Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted Statement of Work for Device Management Services – Essential 1-1 SECTION 1
STATEMENT OF WORK FOR
DEVICE MANAGEMENT
SERVICES – ESSENTIAL
1.1 OVERVIEW
Device Management Services - Essential (“DMS Essential”) for APX™ subscriber radios provides the Customer with Subscriber Radio Technical Support and hardware Repair services. DMS Essential is structured as a per-unit, fixed-fee multi-year service in order to mitigate the likelihood of unexpected subscriber radio repair expenses.
This Statement of Work (“SOW”) is subject to the terms and conditions of the Motorola Solutions Services Agreement or other applicable agreement in effect between the parties (“Agreement”). The terms of this SOW are an integral part of an Agreement with the Customer to which this SOW is appended and is made a part thereof by this reference. In the event of a conflict between the terms and conditions of an Agreement and the terms and conditions of this SOW, this SOW will control as to the inconsistency only. The SOW applies to the Device specifically named in the Agreement.
1.2 HARDWARE REPAIR
1.2.1 Scope
Hardware Repair provides repair coverage for internal and external subscriber radio components that do not work in accordance with published specifications Repair services are performed at a Motorola Solutions-operated or supervised facility. The subscriber radio will be repaired to bring it to compliance with its specifications, as published by Motorola Solutions at the time of delivery of the original subscriber radio.
1.2.2 Motorola Solutions Responsibilities
Repair or replace malfunctioning device, as determined by Motorola Solutions. Complete repair or replacement with a turnaround time of four business days in-house, provided the device is delivered to the repair center by 9:00 a.m. (local repair center time). Turnaround time represents the time a product spends in the repair process, and does not include time in transit to and from the Customer’s site. Business days do not include US holidays or weekends.
If applicable, apply periodically-released device updates, in accordance with an Engineering Change Notice.
Provide two-way air shipping when a supported Motorola Solutions electronic system, such as MyView Portal, is used to initiate a repair. A shipping label will be generated via the electronic system.
37 January 2021
Device Management Services - Essential Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted Statement of Work for Device Management Services – Essential 1-2
1.2.3 Limitations and Exclusions
Replacement of consumable parts or accessories, as defined by product, including batteries, cables, antennas, and carrying cases.
In the case of mobile radios, repair of a single mobile control head that is required for normal operation of the subscriber radio is included, provided the control head was supplied at the original point of purchase of the mobile radio. Repair of problems caused by:
Internal or external damage resulting from natural or manmade disasters, including fire, theft, and floods.
Third-party software, accessories, or peripherals not approved in writing by Motorola Solutions for use with the device.
Using the device outside of the product’s operational and environmental specifications, including improper handling, carelessness, or reckless use. Unauthorized alterations, attempted repair, repair by a third party. Non-remedial work, including administration and operator procedures, reprogramming, and operator or user training.
Problem determination and/or work performed to repair or resolve issues with non- covered products. For example, hardware or software products not specifically listed on the service order form are excluded from service.
Cosmetic imperfections that do not affect the functionality of the device. Software support for unauthorized modifications or misuse of the device. File backup or restoration.
Completion and test of incomplete application programming or system integration, if not performed by Motorola Solutions and covered by Motorola Solutions’ services. Software Release updates.
Accidental damage, chemical or liquid damage, or other damage caused outside of normal device operating specifications.
Motorola Solutions is not obligated to provide support for any device that has been subject to the following:
Repaired, tampered with, altered, or modified (including the unauthorized installation of any software) — except by Motorola Solutions authorized service personnel. Subjected to unusual physical or electrical stress, abuse, or forces or exposure beyond normal use within the specified operational and environmental parameters set forth in the applicable product specification.
If the Customer fails to comply with the obligations contained in the product purchase agreement and/or the applicable software license agreement and/or Motorola Solutions terms and conditions of service.
DMS Essential is quoted on a per-unit basis, is prepaid, non-cancellable and non- refundable for the purchased service term.
1.2.4 Customer Responsibilities
For non-contiguous renewals and services purchased separately from APX subscriber radios, Customer must provide a complete list, preferably in electronic format, of all hardware serial numbers to be covered under the Agreement to Motorola Solutions. Initiate subscriber radio repairs, as needed.
When initiating a repair via a supported Motorola Solutions electronic system, label each package correctly with the shipping label and Return Material Authorization (“RMA”) number generated by the electronic system.
38 January 2021
Device Management Services - Essential Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted Statement of Work for Device Management Services – Essential 1-3 When initiating a repair via paper Return Material Form (“RMF”), the RMF must be completed for each device, included in the package with the device, and shipped to the Motorola Solutions depot specified on the RMF.
Remove any data or other information from the device that the Customer wishes to destroy or retain prior to sending the device for repair.
1.2.5 Scope
Hardware Repair with Accidental Damage provides repair coverage for internal and external subscriber radio components damaged due to accidents or that do not work in accordance with published specifications. Repair services are performed at a Motorola Solutions- operated or supervised facility. The subscriber radio will be repaired to bring it to compliance with its specifications, as published by Motorola Solutions at the time of delivery of the original subscriber radio.
Accidental Damage coverage includes:
Electrical repair for failures caused by accidental water damage. Electrical repair for accidental internal damage.
Replacement of accidentally cracked or broken housings. Replacement of accidentally cracked or broken displays. Replacement of accidentally cracked or broken or missing keypads/buttons.
1.2.6 Motorola Solutions Responsibilities
Repair or replace malfunctioning device, as determined by Motorola Solutions. Complete repair or replacement with a turnaround time of three business days, provided the devices are delivered to the repair center by 9:00 a.m. (local repair center time).
Turnaround time represents the time a product spends in the repair process, and does not include time in transit. Business days do not include US holidays or weekends. If applicable, apply periodically-released device updates, in accordance with an Engineering Change Notice.
Provide two-way air shipping when a supported Motorola Solutions electronic system, such as MyView Portal, is used to initiate a repair. A shipping label will be generated via the electronic system.
1.2.7 Limitations and Exclusions
Replacement of consumable parts or accessories, as defined by product, including batteries, cables, antennas, and carrying cases.
In the case of mobile radios, repair of a single mobile control head that is required for normal operation of the subscriber radio is included, provided the control head was supplied at the original point of purchase of the mobile radio. Repair of problems caused by
Internal or external damage resulting from natural or manmade disasters, including fire, theft, and floods, that would cause internal or external component damage or destruction.
Third-party software, accessories, or peripherals not approved in writing by Motorola Solutions for use with the device.
Using the device outside of the product’s operational and environmental specifications, including improper handling, carelessness, or reckless use. 39 January 2021
Device Management Services - Essential Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted Statement of Work for Device Management Services – Essential 1-4 Unauthorized alterations, attempted repair, repair by a third party. Non-remedial work, including administration and operator procedures, reprogramming, and operator or user training.
Problem determination and/or work performed to repair or resolve issues with non- covered products. For example, hardware or software products not specifically listed on the service order form are excluded from service.
Cosmetic imperfections that do not affect the functionality of the device. Software support for unauthorized modifications or misuse of the device. File backup or restoration.
Completion and test of incomplete application programming or system integration, if not performed by Motorola Solutions and covered by Motorola Solutions’ services. Software Release updates.
There is a limit of one device repair per device, per contract year with Accidental Damage coverage.
Where ongoing “accidental damage” is deemed by Motorola Solutions to be excessive, systemic, or the result of device mishandling, the Customer may be subject to an additional charge. Should the accidental damage continue unabated, the Customer will incur repair charges at Motorola Solutions’ discretion and prevailing charges for devices deemed by Motorola Solutions to have been damaged through improper handling, carelessness, or reckless use.
Motorola Solutions is not obligated to provide support for any device that has been subject to the following:
Repaired, tampered with, altered, or modified (including the unauthorized installation of any software) — except by Motorola Solutions authorized service personnel. Subjected to unusual physical or electrical stress, abuse, or forces or exposure beyond normal use within the specified operational and environmental parameters set forth in the applicable product specification.
If the Customer fails to comply with the obligations contained in the product purchase agreement and/or the applicable software license agreement and/or Motorola Solutions terms and conditions of service.
DMS Essential is quoted on a per-unit basis, is prepaid, non-cancellable and non- refundable for the purchased service term.
1.2.8 Customer Responsibilities
For non-contiguous renewals and services purchased separately from APX subscriber radios, Customer must provide a complete list, preferably in electronic format, of all hardware serial numbers to be covered under the Agreement to Motorola Solutions. Initiate subscriber radio repairs, as needed.
When initiating a repair via a supported Motorola Solutions electronic system, label each package correctly with the shipping label and Return Material Authorization (“RMA”) number generated by the electronic system.
When initiating a repair via paper Return Material Form (“RMF”), the RMF must be completed for each device, included in the package with the device, and shipped to the Motorola Solutions depot specified on the RMF.
Remove any data or other information from the device that the Customer wishes to destroy or retain prior to sending the device for repair. 40 January 2021
Device Management Services - Essential Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted Statement of Work for Device Management Services – Essential 1-5
1.3 SUBSCRIBER RADIO TECHNICAL SUPPORT
1.3.1 Scope
Motorola Solutions’ Subscriber Radio Technical Support service provides telephone consultation for subscriber radio and accessory issues. Support is delivered through the Motorola Solutions Centralized Managed Support Operations (“CMSO”) organization by a staff of technical support specialists.
The Customer may contact the CMSO Call Management Center (800-MSI-HELP) at any time (24 hours a day / 7 days a week / 365 days per year) and a Motorola Solutions representative will log a technical request in the Case Management System on the Customer’s behalf. In addition, the Customer may send email to [email protected] to address any portal specific questions or concerns.
Motorola Solutions will then respond to the Customer case within two hours of case creation, during support hours. Support hours are 7am to 7pm CST, Monday through Friday, excluding US holidays.
1.3.2 Motorola Solutions Responsibilities
Provide technical support for subscriber radios, assessing and troubleshooting reported issues.
Receive and log Customer support requests, and assign a technical representative to respond to a Customer Case per the defined timeframes.
1.3.3 Limitations and Exclusions
Land Mobile Radio (“LMR”) network, Wi-Fi, and LTE network troubleshooting.
1.3.4 Customer Responsibilities
Use the provided methods to contact Motorola Solutions technical support. Provide sufficient information to allow Motorola Solutions technical support agents to diagnose and resolve Customer issues.
Provide contact information for on-site technicians in the event that Motorola Solutions has to follow up.
1.4 MYVIEW PORTAL ACCESS
MyView Portal is a tool available for customers to track order, RMA, and tech support ticket status, and serves as a consolidated download site for software and documentation.
1.4.1 Motorola Solutions Responsibilities
Provide a web accessible, secure portal to view the Customer’s data. Provide MyView Portal technical support to answer end user questions between the hours of 7am to 7pm CST Monday through Friday, excluding US holidays. In addition the Customer may send email to [email protected] to address any portal specific questions or concerns.
41 January 2021
Device Management Services - Essential Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted Statement of Work for Device Management Services – Essential 1-6 Keep the site updated with the latest Customer information. Motorola Solutions’ Customer Support Manager (“CSM”) will assist the Customer in establishing a MyView Portal account.
1.4.2 Customer Responsibilities
Create a MyView Portal account if the Customer does not have an existing account. During the DMS Essential onboarding process, provide Motorola Solutions with contact information for administrative users.
Administer user access.
Provide Internet access for users to access the site. Protect login information against unauthorized use.
Work with Motorola Solutions’ CSM to update information as needed.
42 Maintenance and Support Addendum to CSSAv06-15-2002
1 EXHIBIT D
MAINTENANCE AND SUPPORT ADDENDUM
This Addendum to the Communications System and Services Agreeme nt or other previously executed Agreement currently in force, as applicable (“Primary Agreement”) provides additional or different terms and conditions to govern the sale of Mainten ance and Support services. The terms in this Addendum are integral to and incorporated into th e Primary Agreement signed by the Parties.
1. DEFINITIONS
All capitalized terms not otherwise defined herein shall have the same meaning as defined in the Primary Agreement.
2. SCOPE
Motorola will provide Maintenance and Support Services as furth er described in the applicable Statement of Work, or attachment to Motorola’s proposal for additional services.
3. TERMS AND CONDITIONS
The terms of the Primary Agreement combined with the terms of t his Addendum will govern the products and services offered pursuant to this Addendum. To th e extent there is a conflict between the terms and conditions of the Primary Agreement and the terms and conditions of this Addendum, this Addendum takes precedence.
3.1 PURCHASE ORDER ACCEPTANCE . Purchase orders for additional, continued, or expanded maintenance and software support, during the Warranty Period or after the Warranty Period, become binding only when accepted in writing by Motorola.
3.2 START DATE. The “Start Date” for Maintenance and Support S ervices will be indicated in the proposal or a cover page entitled “Service Agreement”.
3.3 AUTO RENEWAL. Unless the cover page or SOW specifically states a termination date or one Party notifies the other in writing of its intentio n to discontinue the Services, this Addendum will renew for an additional one (1) year term on every anniversary of the Start Date.
At the anniversary date, Motorola may adjust the price of the Services to reflect the renewal rate.
3.4 TERMINATION. Written notice of intent to terminate must be provided thirty (30) days or more prior to the anniversary date. If Motorola provides Services after the termination or expiration of this Addendum, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola’s then effective hourly rates. In the event Customer elects to terminate the services offered pursuant to this Addendum for an y reason other than default, Customer shall pay Motorola for all services performed.
3.4.1 Unearned Discount: If the Customer terminates a multi-year Agr eement before the end of the Term, for any reason other than Motorola default , then the Customer will pay to Motorola an early termination equal to the discount applied to the last three (3) years of Service payments for the original Term. This is not a penalty but a reconciliation of the discounted pricing 43 Maintenance and Support Addendum to CSSAv06-15-2002
2 schedule for a multi-year commitment.
3.5 EQUIPMENT DEFINITION. For maintenance and support services , Equipment will be defined to mean the hardware specified in the applicabl e SOW or attachments to the maintenance and support proposal.
3.6 ADDITIONAL HARDWARE. If Customer purchases additional hard ware from Motorola that becomes part of the System, the additional hardwa re may be added to this Addendum and will be billed at the applicable rates after the warranty period for that additional equipment expires. Such hardware will be included in the definition of Equipment.
3.7 MAINTENANCE. Equipment will be maintained at levels set forth in the manufacturer’s product manuals and routine procedures that are prescribed by Motorola will be followed. Motorola parts or parts of equal quality will be used for Equipment maintenance.
3.8 EQUIPMENT CONDITION. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Addendum. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment.
Customer must promptly notify Motorola in writing when any Equi pment is lost, damaged, stolen or taken out of service. Customer’s obligation to pay maintena nce and support fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. If Equipment cannot, in Motorola’s reasonable opinion, be properly or economically maintained for any reason, Motorola may modify the scope of Services related t o that Equipment; remove that Equipment from the Agreement; or increase the price to maintain that Equipment.
3.9 EQUIPMENT FAILURE. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notific ation in a manner consistent with the level of Service purchased as indicated in this Addendum and applicable SOW.
3.10 INTRINSICALLY SAFE. Customer must specifically identify a ny Equipment that is labeled intrinsically safe for use in hazardous environments.
3.11 EXCLUDED SERVICES.
a) Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customa ry, intended, and authorized manner; use not in compliance with applicable indust ry standards; excessive wear and tear; or accident, liquids, power surges, ne glect, acts of God or other force majeure events.
b) Unless specifically included in this Addendum, Service exclu des items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or softwa re; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium.
3.12 TIME AND PLACE. Service will be provided at the location specified in this Addendum and/or the SOW. When Motorola performs maintenance, s upport, or installation at 44 Maintenance and Support Addendum to CSSAv06-15-2002
3 Customer’s location, Customer will provide Motorola, at no char ge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontra ctors will not be imposed as a site access requirement. Customer will provide all information pert aining to the hardware and software elements of any system with which the Equipment is int erfacing so that Motorola may perform its Services. Unless otherwise stated in this Addendum or applicable SOW, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding w eekends and holidays. Unless otherwise stated in this Addendum or applicable SOW, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rend ering the Services, Customer agrees to reimburse Motorola for those charges and expenses.
3.13 CUSTOMER CONTACT. Customer will provide Motorola with des ignated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer’s personnel to maintain contact, as needed, with Motorola.
4. PAYMENT
4.1 Customer affirms that a purchase order or notice to proceed is not required for the duration of this service contract and will appropriate funds each year through the contract end date. Unless alternative payment terms are stated in this Addendum, Motorola will invoice Customer in advance for each payment period. All other charges will be bil led monthly, and Customer must pay each invoice in U.S. dollars within thirty (30) days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Addendum (except income, profit, and franchise taxes of Motorola) by any governmental entity.
4.2 INFLATION ADJUSTMENT. For multi-year agreements, at the end of the first year of the Agreement 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. The adjustment calculation will be based upon the CPI for the most recent twelve (12) month increment beginning from the most current mon th available as posted by the U.S. Department of Labor (http://www.bls.gov) immediately preceding the new maintenance year.
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). Any pricing change would b e documented in a change order executed with the Customer.
5. ENTIRE AGREEMENT. This Addendum, any related attachments, an d the Primary Agreement, constitutes the entire agreement of the Parties rega rding the subject matter of this Addendum and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Addendum may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Addendum, even if a representative of each Party signs that document.
END
45 Rev. 10/2020 1
Solicitation Number: RFP #042021
CONTRACT
This Contract is
between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Motorola Solutions, Inc., 500 W. Monroe, Chicago, IL 60661 (Vendor).
Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.
Sourcewell issued a public solicitation for Public Safety Communications Technology and Hardware Solutions from which Vendor was awarded a contract.
Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).
1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.
B. EXPIRATION DATE AND EXTENSION. This Contract expires June 23, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor.
C. SURVIVAL OF TERMS. Articles 11 through 14 survive the expiration or cancellation of this Contract.
2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.
Vendor’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.
ATTACHMENT 2
042021-MOT
46 042021-MOT
Rev. 10/2020 2
All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Vendor’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.
This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.
B. WARRANTY. Vendor warranties for Equipment, Products, and Services furnished are set forth in Vendor’s then-current Communication, Systems & Services Agreement, which will be made available to Participating Entities at the time of purchase. Vendor’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that is effective past the expiration of the Vendor’s warranty will be passed on to the Participating Entity.
C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor’s authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor’s responsibility to ensure Sourcewell receives the most current version of this list.
3. PRICING
All Equipment, Products, or Services under this Contract will be priced as stated in Vendor’s Proposal.
When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.
Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.
A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities.
Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery.
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Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.
Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.
Freight, title and risk of loss terms will be as set forth in Vendor’s then-current Communication, Systems & Services Agreement, which will be made available to Participating Entities at the time of purchase.
B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity.
C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.
When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.
Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.
4. PRODUCT AND PRICING CHANGE REQUESTS
Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must:
x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and
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x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.
A fully executed Sourcewell Price and Product Request Form will become an amendment to this Contract and be incorporated by reference.
5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS
A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.
The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract in the United States. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.
Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.
B. PUBLIC FACILITIES. Vendor’s employees may be required to perform work at government- owned facilities, including schools. Vendor’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.
6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance,
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Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract.
Vendor’s acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.
B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Vendor, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Vendor will require the use of Vendor’s then-current Communication, Systems & Services Agreement (“CCSA”) and Exhibits, Subscription Services Addendum (“SSA”), Maintenance and Support Addendum (“MSA”), and Telecommunication Carrier Addendums (“TCA”). Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.
C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.
D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events:
1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased;
2. Federal or state laws or regulations prohibit the purchase or change the Participating Entity’s requirements; or
3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity, after receipt of notice from Sourcewell or the Participating Entity, and fails to correct such breach within thirty days.
In the event of termination under this subsection 6. D., the Participating Entity will remain liable for contract amounts due and attributable to Equipment, Products, and Services delivered or performed on or before the date of the termination.
E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.
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7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:
x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.
B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information.
8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT
A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).
The Report must contain the following fields:
x Customer Name (e.g., City of Staples Highway Department); x Customer Physical Street Address;
x Customer City;
x Customer State/Province;
x Customer Zip Code;
x Customer Contact Name;
x Customer Contact Email Address;
x Customer Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Vendor.
B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not
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added to, the pricing. Vendor may not charge Participating Entities more than the contracted price to offset the Administrative Fee.
The Vendor will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Vendor’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.
Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.
In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.
9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.
Vendor’s Authorized Representative is the person named in the Vendor’s Proposal. If Vendor’s Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing.
10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE
A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.
B. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld.
C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties.
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D. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it.
E. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22, the terms of Articles 1-22 will govern.
F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.
11. LIABILITY
Vendor must indemnify, save, and hold Sourcewell, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees, arising out of the performance of this Contract by the Vendor or its agents or employees. Sourcewell will provide prompt written notice to Vendor of any claim or suit, and will cooperate with Vendor in its defense or settlement of the claim or suit. Vendor’s maximum liability for damages caused by failure to perform its obligations under this Contract is limited to proven direct damages for all claims arising out of this Contract not to exceed the total net payments of Administrative Fees paid under any twenty-four (24) month period during the Term. Vendor’s indemnification obligations under the Contract are excluded from this provision. VENDOR WILL NOT BE LIABLE
FOR ANY CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT OR TORT. CONSEQUENTIAL, INCIDENTAL, AND INDIRECT DAMAGES
INCLUDE, BUT ARE NOT LIMITED TO, LOST PROFITS, LOST REVENUES, AND LOSS OF BUSINESS
OPPORTUNITY, WHETHER OR NOT THE OTHER PARTY WAS AWARE OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES.
Vendor’s obligations to indemnify or hold harmless Participating Entities will be as set forth in Vendor’s Communication, Systems & Services Agreement.
12. GOVERNMENT DATA PRACTICES
Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract.
If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request.
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13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT
A. INTELLECTUAL PROPERTY
1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Vendor.
b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Vendor’s Trademarks in advertising and promotional materials for the purpose of marketing Vendor’s relationship with Sourcewell.
2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article.
Each party will be responsible for any breach of this Article by any of their respective sublicensees.
3. Use; Quality Control.
a. Sourcewell must not alter Vendor’s Trademarks from the form provided by Vendor and must comply with Vendor’s removal requests as to specific uses of its trademarks or logos.
b. Vendor must not alter Sourcewell’s Trademarks from the form provided by Sourcewell and must comply with Sourcewell’s removal requests as to specific uses of its trademarks or logos.
c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s Trademarks only in good faith and in a dignified manner consistent with such party’s use of the Trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.
4. As applicable, Vendor agrees to indemnify and hold harmless Sourcewell against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable United States patent or copyright laws. Vendor’s obligations to indemnify or hold harmless Participating Entities for intellectual property infringement will be as set forth in Vendor’s then-current Communication, Systems & Services Agreement.
5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of vendors which may be used until the next printing). Vendor must return all
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marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.
B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.
C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract.
D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services.
14. GOVERNING LAW, JURISDICTION, AND VENUE
Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota.
15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.
16. SEVERABILITY
If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed.
17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:
1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary,
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Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.
2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have 30 calendar days to cure an outstanding issue.
3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor.
B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default (unless a force majeure causes the default):
1. Nonperformance of contractual requirements, or
2. A material breach of any term or condition of this Contract.
Written notice of default and a 30 day opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:
x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.
18. INSURANCE
A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance in accordance with the following:
1. Workers’ Compensation and Employer’s Liability.
Workers’ Compensation: As required by any applicable law or regulation.
Employer's Liability Insurance: must be provided in amounts listed below:
Limits:
$1,000,000 each accident for bodily injury by accident
$1,000,000 policy limit for bodily injury by disease
$1,000,000 each employee for bodily injury by disease
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2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.
Limits:
$3,000,000 each occurrence Bodily Injury and Property Damage $3,000,000 Personal and Advertising Injury
$5,000,000 aggregate for Products-Completed operations
$5,000,000 general aggregate
3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below.
Limits:
$2,000,000 each accident, combined single limit
4. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.
Limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.
B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.
Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract.
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C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Vendor’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.
D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) its workers compensation, commercial general liability, and automobile liability insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the workers compensation, commercial general liability, and automobile liability insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.
E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.
19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.
B. LICENSES. Vendor must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities.
20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing.
Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian
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government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.
21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER
UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications. Within this Article, all references to “federal” should be interpreted to mean the United States federal government.
The following list only applies when a Participating Entity accesses Vendor’s Equipment, Products, or Services with United States federal funds.
A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-
1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.
B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that
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each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions.
C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).
Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.
D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. Intentionally Omitted.
E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above.
F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for
60 042021-MOT
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debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.
G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).
H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.
I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.
J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.
K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor’s personnel for the purpose of interview and discussion relating to such documents.
L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a
61 042021-MOT
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satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
22. CANCELLATION
Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor’s Proposal.
Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.
Sourcewell Motorola Solutions, Inc.
By: __________________________ By: __________________________ Jeremy Schwartz Carrie Hemmen
Title: Chief Procurement Officer Titl e: MSSSI Territory Vice President & Director of Sales
Date: ________________________
Date: ________________________
Approved:
By: __________________________
Chad Coauette
Title: Executive Director/CEO
Date: ________________________
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Bid Number: RFP 042021 Vendor Name: Motorola Solutions, Inc.
76 Bid Number: RFP 042021 Vendor Name: Motorola Solutions, Inc.
Table 148: Depth and 8readth of Offered Equipment Products and Services Indicate below if the listed types or classes of equipment, pr oducts, and services are offered within your proposal. Provide ad ditional comments in the text box provided, as necessary.
Line
Item Category or Type Offered * Comments
67 Fire or EMS station alerting
or paging systems
Yes
No
Yes. We partner with Mach Alert to provide Fire Station Alerting solutions. * 68 Connectivity and
interoperability devices,
hardware and equipment
Yes
No
Yes. We are offering Critical Connect as our system to system interoperability solution, as well as control station radios to tie in legacy fr equencies to current radio systems.
*
69 Airborne, marine, and
underwater communication
systems
Yes
No
No.
*
70 Services related to lines 67,
68 and 69 above
Yes
No
Yes. We have included the necessary services to implement and maintain the solutions mentioned in lines 67 & 68. *
Table 15: Industry Specific Questions
Line
Item Question Response *
71 Describe the interoperability of
your products and services with
other equipment, software, and
systems, as applicable
Because we follow industry standards across our portfolio, our products are fully interoperable with other systems/devices that follow the definition in the specific standard in question. The standards the our products and solutions follow are listed in Line Item 73. Additionally, our services providers maintain certifications required within each solution (certifications are detailed in Line Item 14). *
72 Describe how your products
and services integrate with
other communications and
technology components (e.g.,
CAD, RMS, LMR, etc.)
Aside from meeting what the applicable standard defines for its interoperability requirements, Motorola Solutions has created an end-to-end platform that integrates our solutions from the time someone picks up the phone to dial 911 until case closure. These solutions include, but are not limited to Radio, 911 call handling, CAD, Records Management, Body Worn and In-Vehicle Cameras, Digital Evidence Management, Video Security, License Plate Recognition, Situational Awareness, and Broadband Communications. Because these are all solutions that we develop, we are creating integrations and are not limited to interfacing different solution together. Interfacing typically limits the communication between two solutions because it uses the least common denominator of the information that can pass between to solutions from different vendors. The integrations that we have, and continue, to develop are allowing for greater efficiencies as our customers do their jobs.
We have also created a solution called CommandCentral Aware that allows for our radio system to integrate with other vendors CAD and Video solutions to create situational awareness for our customers as the approach a scene.
73 Describe how your products
and services conform to
applicable industry standards
and required specifications.
The systems and equipment included in this response fully comply with one of the following standards; Project 25 (P25) - http://www.project25.org/, Digital Mobile Radio (DMR) - https://www.dmrassociation.org/dmr-standards.html, and Citizens Broadband Radio Service (CBRS) standards - https://www.ecfr.gov/cgi-bin/text-idx?
SID=960a62ced28f9e89c169ed12daafa030&mc=true&node=pt47.5.96&rgn=div5. 74 Describe your use of
installation or service partners,
if applicable.
Motorola Solutions utilizes both certified internal employees as well as our certified service partner shops to do installs and maintenance. Deciding which we utilize on each opportunity is dependent on the customer, if they have a preference, and the type of project.
Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text.
77 Bid Number: RFP 042021 Vendor Name: Motorola Solutions, Inc.
Documents
Ensure your submission document(s) conforms to the following :
1. Documents in PDF format are preferred. Documents in Wo r d, Excel, or compatible formats may also be provided.
2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure t
hat the uploaded document(s) are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell.
3. Sourcewell may reject any response where any document(s) cannot be opened and viewed by Sourcewell.
4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. I f the zipp
ed file contains more than one (1) document, ensure each document is named, in relation to the submission format item respo nding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." Financial Strength and Stability (optional)
M
arketing Plan/Samples (optional)
WMBE/MBE/SBE or Related Certificates (optional)
Warranty Information (optional)
Pricing - Sourcewell RFP 042021 Pricing.pdf - Monday April 19, 2021 18:16:04 Upload Additional Document - Sourcewell RFP 042021 Proposal Document.pdf - Monday April 19, 2021 18:19:49
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Bid Number: RFP 042021 Vendor Name: Motorola Solutions, Inc.
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Bid Number: RFP 042021 Vendor Name: Motorola Solutions, Inc.
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