The des ign, technical, and price information furnis hed with this propos al is proprietary information of Motorola Solutions , Inc. (Motorol a). Such i nformation is s ubmitted with the res triction that it is to be us ed only for the evaluation of the propos al, and is not to be dis clos ed publicly or in any manner to any one other than thos e required to evaluate the propos al, without the expres s written permis s ion of Motorola Solutions , Inc.
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Proposal
Visalia Police Department
5 Year Flex Maintenance
Renewal & Command
Central Upgrades
June 16, 2022
Vis alia Police Department June 16, 2022
5 Year Flex Maintenanc e Renewal & CommandCentral Upgrades
Table of Contents Us e or dis clos ure of this propos al is s ubject to the res trictions on the cover page.
Motorola Solutions Confidential Restricted
Table of Contents
Section 1
System Description
Section 2
Statement of Work
Section 3
Pricing
Section 4
Contractual Documentation
Motorola Solutions, Inc.
500 W Monroe Street, Ste 4400
Chica go, IL 60661-3781
USA
June 16, 2022
Visalia Police Department
303 S Johnson St
Visalia CA, 93291
[email protected]
Attn.: Lisa Davis
Re: Proposal for Motorola Solutions Flex Software (“Proposal”)
Dear Lisa Davis:
Motorola Solutions, Inc. (“Motorola”) is pleased to provide the attached Proposal to Visalia Police Department. This Proposal is valid through July 20, 2022.
Motorola’s Proposal is subject to the terms and conditions of the enclosed "Contract Package" consisting of the Master Customer Agreement, Software Products Addendum, the Subscription Software Addendum, and the Flex Maintenance and Support Addendum (collectively, the "Agreement"). You may accept this Proposal by signing the attached Agreement and sending your order to your Motorola Public Safety Solutions Consultant listed below.
Motorola appreciates your consideration of this Proposal and hopes you will find it acceptable. Motorola would be pleased to address any concerns you might have, and we look forward to receiving your response. Please feel free to contact your Motorola Public Safety Solutions Consultant with any questions:
Tally Gochis
435-840-0198
[email protected]
Sincerely,
Motorola Solutions, Inc.
Tyler Holland
Area Sales Manager
Vis alia Police Department June 16, 2022
5 Year Flex Maintenanc e Renewal & CommandCentral Upgrades
Sys tem Des cription Us e or dis clos ure of this propos al is s ubject to the res trictions on the cover page.
Motorola Solutions Confidential Restricted
Section 1
System Description
1.1 CommandCentral Capabilities
1.1.1 Overview
Motorola Solutions’ CommandCentral capabilities are a set of cloud-based features that enhance on- premises records management and CAD systems. Leveraging the CommandCentral platform, these capabilities enhance performance and improve public safety workflows. These features streamline digital evidence management, provide insight to aid data-driven decision making, and expedite case review and resolution. Records and CAD users can work more efficiently within their RMS and CAD systems to best support your agency and your communities.
The proposed CommandCentral capabilities include the following features and integrations.
1.1.2 Cloud Data Backup and Restore
With a Flex deployment, Motorola Solutions’ Cloud Data Backup and Restore syncs your agency’s database with the cloud to create a secure and accessible backup.
The cloud provides proven security, reliability, and availability. While this feature only stores the most recent backup in the cloud, there is no limit on the size or frequency of the backup. This provides flexibility for specific scheduling and information management needs. Administrators can schedule the cloud backup.
As a part of your data recovery plan, this feature reduces the need to purchase additional, redundant hardware. This RMS upgrade is a cost-effective option to store and protect against failures.
1.1.3 CAD Viewer
CommandCentral capabilities for CAD augments existing on-premises CAD systems, allowing users to make better decisions from anywhere with secure view access to your agency’s CAD information.
Users can view this data on any internet-connected device and enable non-traditional users to work from locations that have not previously had access to jurisdictional CAD information. The CAD Viewer provides a view of pending/active incident information, unit information, and mapped location of incidents and responding units. Users can switch easily from light to dark mode and use pop-out screens to personalize their view.
Vis alia Police Department June 16, 2022
5 Year Flex Maintenanc e Renewal & CommandCentral Upgrades
Sys tem Des cription Us e or dis clos ure of this propos al is s ubject to the res trictions on the cover page.
Motorola Solutions Confidential Restricted
1.1.4 Records Management
CommandCentral capabilities include access to records management features. Users can quickly search video, audio, images, and other digital content. The system stores data from various sources in a central cloud-based location, streamlining access and management across your organization to reduce the complexities of record management. As a result, this solution helps save your personnel valuable time and allows them to focus on critical tasks.
Records Management offers users the following features to benefit management workflows:
CommandCentral Incident Record – View incident data, officer narrative, and digital evidence with one user interface, called the CommandCentral Incident Record. This cloud-based feature combines case-related information from different sources into a streamlined interface. This unified view allows your agency to review critical evidence from a more robust and accurate operating picture. The CommandCentral Incident Record is built from incident details in your records management solution and content from CommandCentral Evidence.
Task Creation and Assignment – View, create, and assign daily tasks or projects as part of the Insights Dashboard. The Insights Dashboard provides curated and actionable insights into your agency’s initiatives from across the CommandCentral suite. It gathers items that need attention, review, correction, or completion to help users stay organized and manage operations. This also helps build and close cases faster by tracking progress and assigning ownership to activities. The dashboard promotes collaboration by allowing users to share documents, projects, and success metrics across the agency.
Unified Search – Locate information across all agency records and evidence using a smart, free-text search engine. To access content from a specific incident, users can do a Unified Search or go through your Motorola Solutions RMS. Users can search incidents by time-frame or specific case number and then view all digital evidence associated with that specific case. This single source offers a user-friendly experience that is easy to navigate and understand and includes the ability to add narratives. The solution also makes review easier by tagging persons and vehicles listed in the narrative. Vehicles listed in the incident report include links to automatic license plate readers in the Vigilant LEARN database (additional subscription required). Product updates are seamless with new capabilities delivered regularly. The cloud also provides proven security, reliability, and availability that keeps personnel prepared for their operations.
1.1.5 Digital Evidence Management
CommandCentral capabilities digital evidence management tools streamline collecting, securing, and managing multimedia evidence. These tools simplify how a secure digital evidence library is built by incorporating data from multiple sources into a unified evidence storage framework. Users can upload digital evidence from a variety of sources to quickly build cases. Evidence stored within the tool is easy to search, correlate, and review alongside other case-related information from your CAD or RMS database. Relevant content can be marked and sorted to locate critical information from a central touchpoint. This unified storage framework allows personnel to make informed decisions with an organized and complete case evidence view. And with the access control system, the application allows authorized personnel to view sensitive information.
Vis alia Police Department June 16, 2022
5 Year Flex Maintenanc e Renewal & CommandCentral Upgrades
Sys tem Des cription Us e or dis clos ure of this propos al is s ubject to the res trictions on the cover page.
Motorola Solutions Confidential Restricted
1.1.5.1 Store and Manage
CommandCentral capabilities simplify building a secure digital evidence library by incorporating data from multiple sources into a unified evidence storage framework. Users can upload digital evidence files from a variety of sources to build cases. Products from Motorola Solutions, such as body-worn cameras, in-car cameras, the mobile field response application, and other CommandCentral software, transmit data to CommandCentral Evidence. This saves users from the effort needed to manually upload files. Once the content is securely stored, content management is more efficient.
The digital evidence management tools streamline content management workflows, with tags and metadata that make it easier to correlate, search, and manage evidence. The application links evidence based on the tags and metadata attached to those files. This helps users find additional contextual information on an incident and quickly build cases. Users can search and filter content to locate additional relevant data to link to a case or incident. And they can group or bookmark files within the interface to access evidence items that they frequently reference.
1.1.5.2 Judicial Sharing
With the Judicial Sharing feature, your agency can use the CommandCentral Incident Record to share a complete evidence package with partners and prosecutors. This keeps your personnel and partners up-to-date on each case and allows them to work from the same information.
Judicial Sharing integrates with the CommandCentral Incident Record, allowing aggregated case- related information to be shared via email. This helps to keep prosecutors up-to-date with a dedicated, streamlined page designed for their needs. It allows judicial partners to access all of the case content shared with them — even from multiple agencies — from a secure location.
From your agency’s view, users can confirm that they received the case package and continue to update the shared package as the case develops. From the case manager, the prosecutor can see when a shared package has been updated. They can search and filter the case packages to locate information and then share the case package with the defense. If your agency has case sharing systems in place with partners, you can leverage your agency’s existing investments by downloading content and audit logs to review and share.
1.1.5.3 Field Response Application
The Field Response Application allows officers to capture images, video, and audio from the field with a simple smartphone application on iOS or Android. This tool provides easy media management and advanced camera controls to help users control what is captured. The application adds metadata and tags, and then gets uploaded to CommandCentral Evidence for immediate use. The application isolates all data from personal data. This ensures other apps cannot access evidence, while providing an uncompromised chain of custody from the moment of capture. This application is a capture source for field personnel, command staff, and supervisors.
1.1.5.4 Storage
This solution provides 250GB of storage for your digital content. Additional storage is available for purchase, if needed. Please refer to the Pricing section of this quote to review any additional storage.
Vis alia Police Department June 16, 2022
5 Year Flex Maintenanc e Renewal & CommandCentral Upgrades
Sys tem Des cription Us e or dis clos ure of this propos al is s ubject to the res trictions on the cover page.
Motorola Solutions Confidential Restricted
1.1.6 CommandCentral Jail Cloud- Based Features
For Spillman Flex agencies that also have Motorola Solutions’ CommandCentral Jail, two cloud features are available to help streamline the offender intake process and improve inmate and officer safety with increased awareness of inmate activity.
1.1.6.1 Intake Processing Workflow
The Intake Workflow feature reduces the time it takes to receive and book an offender. With this feature, your users can capture the offender, arrest, and charge information from the arresting officer.
The booking officer can then accept or refuse custody and record any immediate offender needs or requests, streamlining the intake process. This helps officers get back to the field faster.
1.1.6.2 Activity Management
CommandCentral Jail’s activity management and logging capabilities shift the focus from a single inmate to officers and their overall responsibilities, maximizing efficiency and minimizing errors in day- to-day inmate management. Corrections officers access this information from the Event Viewer to track and manage daily tasks by activity, rather than individual inmates. This makes information more manageable and reduces redundant data entry.
1.2 CommandCentral Investigate
Motorola Solutions’ CommandCentral Investigate is a next-generation crime analysis and intelligence solution that helps users uncover actionable insights, allocate resources, and fight crime.
CommandCentral Investigate is powered by LexisNexis, integrating with existing data sources and leverages interjurisdictional data to allow seamless search across incident data sources from law enforcement agencies nationwide. It also provides highly configurable experiences with purpose-built tools for specific roles across your agency.
By investing in CommandCentral Investigate, investigators can use link analysis across datasets to easily track down leads and close cases. Command staff can quickly identify emerging trends and with the help of analysts, better understand those patterns, and develop proactive initiatives to effectively address them.
This is a cloud-based solution subscribed to as-a-service, making it highly accessible and cost-effective with predictable pricing. Product updates are seamless with new features delivered regularly. The cloud also provides proven security, reliability, and availability to keep users operationally ready.
CommandCentral Investigate includes a professional services engagement for implementation and deployment. This is built on Motorola Solutions’ operational expertise, tools, and public safety best practices.
Vis alia Police Department June 16, 2022
5 Year Flex Maintenanc e Renewal & CommandCentral Upgrades
Sys tem Des cription Us e or dis clos ure of this propos al is s ubject to the res trictions on the cover page.
Motorola Solutions Confidential Restricted
The proposed CommandCentral Investigate solution includes the following features:
● Interjurisdictional data sharing.
● Advanced link analysis.
● Flexible analysis project creation.
● Granular data manipulation and detail (140 data points supported). ● Easy project sharing.
● Robust data visualization.
1.3 The CommandCentral Platform
CommandCentral is an end-to-end platform of interconnected solutions that unify data and streamline public safety workflows from a citizen tip or call to case closure. Through single sign-on capabilities, your personnel can access all CommandCentral software applications with one agency username and password for a more streamlined workflow. The CommandCentral platform puts your agency’s data to better use, improves safety for critical personnel, and helps keep your focus on the communities you serve.
CommandCentral evolves over time, maximizing the value of existing investments while adopting new capabilities that better meet your personnel’s growing needs. With cloud-based services and an agile development methodology through constant user feedback, Motorola Solutions can deliver new features and functionality in a more manageable, non-intrusive way.
Vis alia Police Department June 16, 2022
5 Year Flex Maintenanc e Renewal & CommandCentral Upgrades
Statement of Work Us e or dis clos ure of this propos al is s ubject to the res trictions on the cover page.
Motorola Solutions Confidential Restricted
Section 2
Statement of Work
2.1 CommandCentral Capabilities
2.1.1 Overview
The Statement of Work (SOW) defines the principal activities and responsibilities of Motorola Solutions and the Customer. Motorola and the Customer will work to complete their respective responsibilities in accordance with the mutually agreed upon governing project schedule. Any changes to the governing project schedule will be mutually agreed upon via the change provision of the Agreement.
Motorola Solutions enables the CommandCentral Capabilities service during the order process.
Deployment services are not required.
Motorola Solutions Responsibilities
● Use the CommandCentral Admin tool to enable Customer access to CommandCentral Capabilities. This activity is completed during the order process. ● Connect Customer incident data ingest.
Customer Responsibilities
● Provision policies and procedures, tags, retention periods, and user permissions. ● Configure CommandCentral Capabilities settings (location of agency pin, shape of agency, keywords, set up agency page, URL, which forms to deploy). ● Provide access to Motorola Solutions’ team to connect incident data ingest and digital files upload.
● Manage users and add email addresses.
Completion Criteria
CommandCentral Capabilities subscription enabled.
2.1.2 Training
2.1.2.1 Online Training
CommandCentral training is made available via Motorola Solutions’ Software Enterprise Learning Experience Portal (LXP). This subscription service provides you with continual access to our library of online learning content and allows your users the benefit of learning at times convenient to them.
Content is added and updated on a regular basis to keep information current. All Motorola Solutions tasks are completed remotely and enable the Customer to engage in training when convenient to the user.
Vis alia Police Department June 16, 2022
5 Year Flex Maintenanc e Renewal & CommandCentral Upgrades
Statement of Work Us e or dis clos ure of this propos al is s ubject to the res trictions on the cover page.
Motorola Solutions Confidential Restricted
LXP Administrators are able to add/modify users, run reports, and add/modify groups within the panorama.
Motorola Solutions Responsibilities
● Initial setup of Panorama and addition of administrators. ● Provide instruction to the Customer LXP Administrators on:
- Adding and maintaining users.
- Adding and maintaining Groups.
- Assign courses and Learning Paths.
- Running reports.
Customer Responsibilities
● Go to https://learningservices.motorolasolutions.com and request access if you do not already have it.
● Complete LXP Administrator training.
● Advise users of the availability of the LXP.
● Add/modify users, run reports, and add/modify groups.
Completion Criteria
Work is considered complete upon conclusion of Motorola Solutions provided LXP Administrator instruction.
Panorama – A panorama is an individual instance of the Learning Experience Portal (LXP) that provides autonomy to the agency.
Groups – A more granular segmentation of the LXP that are generally used to separate learners of like function (i.e. dispatchers, call takers, patrol, firefighter). These may also be referred to as clients within the LXP.
Learning Path – A collection of courses that follow a logical order, may or may not enforce linear progress.
2.1.3 Transition to Support and Customer Success
Following the completion of the activation of CommandCentral components, implementation activities are complete. The transition to the Motorola Solutions’ support organization completes the implementation activities.
Customer Success is the main point of contact as you integrate this solution into your agency’s business processes. Our team will work with you to ensure the solution has met your expectations and that the solution satisfies your goals and objectives. Contact Customer Success at [email protected].
Our Customer Support team will be the point of contact for technical support concerns you might have and can be reached either by phone at 1-800-MSI-HELP (option x4, x4, x3) or by emailing support- [email protected].
Vis alia Police Department June 16, 2022
5 Year Flex Maintenanc e Renewal & CommandCentral Upgrades
Statement of Work Us e or dis clos ure of this propos al is s ubject to the res trictions on the cover page.
Motorola Solutions Confidential Restricted
Motorola Solutions Responsibilities
● Provide the Customer with Motorola Solutions support engagement process and contact information.
● Gather contact information for the Customer users authorized to engage Motorola Solutions support.
Customer Responsibilities
● Provide Motorola Solutions with specific contact information for those users authorized to engage Motorola Solutions’ support.
● Engage the Motorola Solutions support organization as needed.
Completion Criteria
Conclusion of the handover to support and the implementation project is complete.
2.2 CommandCentral Investigate
The Statement of Work (SOW) defines the principal activities and responsibilities of Motorola Solutions and the “Customer”. Motorola and the Customer will work to complete their respective responsibilities in accordance with the mutually agreed upon governing project schedule. Any changes to the governing project schedule will be mutually agreed upon via the change provision of the Agreement.
Motorola Solutions enables the CommandCentral Investigate service during the order process.
LexisNexis accreditation is required to be completed by the Customer prior to the start of the project.
Motorola Solutions Responsibilities
● Use the CommandCentral Admin tool to enable Customer access to CommandCentral Investigate. This activity is completed during the order process. ● Connect Customer incident data ingest.
Customer Responsibilities
● Provide access to Motorola Solutions’ team to connect incident data ingest. ● Provide Motorola Solutions with crime type classification. ● Set up users within CC Admin and set up user permissions groups.
Completion Criteria
CommandCentral Investigate subscription enabled.
Note - Motorola’s tasks will be performed on-site and a portion of the tasks will be performed remotely. The service provides a set number of hours in the service term which initiates upon the Customers first engagement with the dedicated Motorola subject matter expert and completes upon the deli very of the specified hours of service or the expiration of 90 consecutive calendar days following initiation, whichever occurs first.
Vis alia Police Department June 16, 2022
5 Year Flex Maintenanc e Renewal & CommandCentral Upgrades
Statement of Work Us e or dis clos ure of this propos al is s ubject to the res trictions on the cover page.
Motorola Solutions Confidential Restricted
2.2.1 Training
2.2.1.1 Online Training
CommandCentral training is made available to the Customer via Motorola Solutions Software Enterprise Learning Experience Portal (LXP). This subscription service provides you with continual access to our library of online learning content and allows your users the benefit of learning at times convenient to them. Content is added and updated on a regular basis to keep information current. All Motorola Solutions tasks are completed remotely and enable the Customer to engage in training when convenient to the user.
LXP Administrators are able to add/modify users, run reports, and add/modify groups within the panorama.
Motorola Solutions Responsibilities
● Initial setup of Panorama and addition of administrators. ● Provide instruction to the Customer LXP Administrators on:
- Adding and maintaining users.
- Adding and maintaining Groups.
- Assign courses and Learning Paths.
Customer Responsibilities
● Go to https://learningservices.Motorola Solutionssolutions.com and request access if the Customer does not already have access.
● Complete LXP training (CommandCentral Investigate End User Training https://learning.motorolasolutions.com/online/4982enus). ● Advise users of the availability of the LXP.
● Add/modify users, run reports, and add/modify groups.
Completion Criteria
Customer has access to the LXP training.
2.2.2 Transition to Support and Customer Success
Following the completion of the activation of CommandCentral Investigate, the Customer’s solution transitions to support.
Customer Success is the main point of contact as you integrate this solution into your agency’s business processes. Our team will work with you to ensure CommandCentral Investigate has met your expectations and that the solution satisfies your goals and objectives. Contact Customer Success at [email protected].
Our Customer Support team will be the point of contact for technical support concerns you might have and can be reached either by phone at 1-800-MSI-HELP (option x4, x4, x3) or by emailing support- [email protected].
Motorola Solutions Responsibilities
Vis alia Police Department June 16, 2022
5 Year Flex Maintenanc e Renewal & CommandCentral Upgrades
Statement of Work Us e or dis clos ure of this propos al is s ubject to the res trictions on the cover page.
Motorola Solutions Confidential Restricted
● Transition Customer to Motorola Solutions Customer Support.
Customer Responsibilities
● Provide Motorola Solutions with specific contact information for those users authorized to engage Motorola Solutions’ support.
● Engage the Motorola Solutions support organization as needed.
Completion Criteria
Conclusion of the transition to support.
Service On-Site / Remote Description
Discovery
Session
Remote Discovery teleconference with the Customer
to understand goals and objectives for the
product as well as strategic initiatives.
Day-to-Day
Operational
Use
On-Site Conducted with staff to discover how the
functional areas are utilizing the solution.
Includes on-the-job training for efficient use
and recommendations for optimizing.
End of Day
Briefings
On-Site Conducted at the end of each day, to provide
an update on information exchanged,
activities planned for the following day and
any additional actions needed.
After-Action
Report
Remote Provided to the Customer with a summary
of the activities performed and
recommendations on next steps.
After-Action
Implementa
tion
Activities
Remote Consultant will work with Customer to
prioritize recommendations based on the
After-Action Report. The Consultant will
perform activities and/or guide the
Customer on performing activities based on
the identified priorities.
Vis alia Police Department June 16, 2022
5 Year Flex Maintenanc e Renewal & CommandCentral Upgrades
Statement of Work Us e or dis clos ure of this propos al is s ubject to the res trictions on the cover page.
Motorola Solutions Confidential Restricted
2.2.2.1 Consulting Services
The document includes the responsibilities of Motorola and Customer in completing this Consulting Services work. Note that Motorola’s tasks will be performed on-site and a portion of the tasks will be performed remotely. The service provides a set number of hours in the service term which initiates upon the Customers first engagement with the dedicated Motorola subject matter expert and completes upon the delivery of the specified hours of service or the expiration of 90 consecutive calendar days following initiation, whichever occurs first.
Motorola Consulting Services provides the Customer an opportunity to use Motorola subject matter experts to address operational concerns or implementation of strategic initiatives. The full scope of consultative services will be determined during the discovery session between Motorola and the Customer. Certain consultative services are required as part of this offer, while other services, outlined in the following solution specific tables, are selected and customized to meet the needs of the Customer.
2.2.2.2 Required Services
The required hours will vary based on the size of the Customer and solution purchased. The service hours required (from the table above) will be determined during the discovery session. The hours will be no less than 4 hours and no greater than 40 hours. The remaining hours of the purchased consultative services will be tailored to Customer specific needs as agreed upon by Motorola and the Customer per the services as outlined in any of the following solution specific tables.
2.2.2.3 Crime Analysis + Integrated Workflow Optional Services Service Description
Planning & Research
Unit Framework
Consultation on best practices regarding the creation,
implementation, and responsibilities of a Planning
and Research Unit, including a review of current
reporting.
Crime Analysis Unit
(CAU) Framework
Consultation on best practices regarding the creation,
implementation, and responsibilities of a Crime
Analysis Unit, including a review of the current
Analysis Unit if one exists.
System Integrations Consulting on end-to-end data flow, Motorola integrations as well as third-party interfaces and the
use of information within the product.
CAU Hotspotting,
Trend Analysis,
Predictive Policing
Consult on identifying high crime areas, and
significant changes in crime to focus resources on
problem areas.
Vis alia Police Department June 16, 2022
5 Year Flex Maintenanc e Renewal & CommandCentral Upgrades
Statement of Work Us e or dis clos ure of this propos al is s ubject to the res trictions on the cover page.
Motorola Solutions Confidential Restricted
Service Description
Command Staff
Briefing Reports
Consultation on the best practices surrounding
compiling and providing data to Command Staff, and
how to use briefing information to allocate resources
appropriately.
Daily Shift Briefing
Reports
Consult on creating and providing briefing reports
between shifts.
Planning & Research
Quarterly and
Annual Reports
Consultation on best practices surrounding the
compilation of agency statistics, and the
dissemination of the compiled report.
Incident Based
Reporting (IBR)
Consulting on Incident Based Reporting needs
specific to the agency’s state and needed for monthly
submission.
Digital Evidence
Management
Review current storage process, recommend
streamlined processes within CJIS guidelines.
Case Management Consult on tracking and security of cases from onset to submission to the Prosecutor and disposition.
Real-Time-Crime
Center Consulting
Framework and introduction on RTCC procedures,
setup, and best practices.
Community
Engagement
Framework
Consultation on best practices on involving and
engaging the community to increase incoming
information.
Records and
Property Room
Optimize current workflow for Property and
Evidence from collection to disposal.
2.2.2.4 On-site Consultative Services
Motorola Responsibilities
● Conduct a Discovery Teleconference with the Customer's point of contact to understand the Customer’s needs as well as the required Customer resources prior to scheduling on-site service.
● Provide Customer with an emailed summary of the needs discussed during the teleconference along with a proposed documented Agenda, that will serve as the focus for the on-site service delivery. The summary and Agenda will be provided within two business days after the discovery teleconference.
● Upon agreement of the focus of on-site service, schedule a mutually agreeable date for delivery of on-site service.
Vis alia Police Department June 16, 2022
5 Year Flex Maintenanc e Renewal & CommandCentral Upgrades
Statement of Work Us e or dis clos ure of this propos al is s ubject to the res trictions on the cover page.
Motorola Solutions Confidential Restricted
● Provide three consecutive days of on-site service Tuesday through Thursday, 8:00 am to 5:00 pm Customer time for the number of trips outlined in this document. ● Provide Customer with an After-Action Report of the activities completed and next-step recommendations as part of on-site service delivery.
Customer Responsibilities
● Participate in the Discovery Teleconference and collaborate on objectives. ● Schedule a mutually agreeable date for delivery of on-site service. ● Coordinate availability of resources required for Motorola to fulfill the focus of on-site service. ● Confirm Customer Administrator(s) have access to the LXP, CommandCentral Admin Console, have completed LXP training courses or other applicable training, and are able to add/modify users, run reports, and add/modify groups as required.
● Confirm Customer end-users have completed required training prior to on-site service. If this requirement is not met, Motorola may have to reschedule the on-site visit and/or Customer may not receive the full benefit of the on-site consultation.
2.2.2.5 Remote Consultative Services
Motorola Responsibilities
● Conduct an after visit teleconference with Customer’s point of contact to outline the Customer’s priorities according to the After-Action Report.
● Provide Customer with an updated After-Action Report outlining the priorities for the remaining consultative services and estimated time to complete the activities requested. ● Coordinate with Customer the work that needs to be completed and designate the appropriate owner of the activity.
● Coordinate with Customer which activities will be completed by the consultant, or completed by the Customer with the guidance of the consultant.
● Coordinate with the Customer on what activities will be completed every two-weeks or according to the mutually agreed time frame.
● Track the progress of and burn-down of the hours purchased, and provide a bi-weekly email summary of the deliverables and service hours remaining.
Customer Responsibilities
● Participate in the after visit teleconference and collaborate on priorities and work items to be delivered.
● Schedule resources as appropriate to work with the Consultant as required. ● Complete assigned tasks as agreed to.
● Coordinate with the Consultant on what activities will be completed every two-weeks or according to the mutually agreed time frame.
● Participate in remote meetings as mutually agreed upon.
Completion Criteria
The service provides a set number of hours in the service term which initiates upon the Customers first engagement with the dedicated Motorola subject matter expert and completes upon the delivery of the Vis alia Police Department June 16, 2022
5 Year Flex Maintenanc e Renewal & CommandCentral Upgrades
Statement of Work Us e or dis clos ure of this propos al is s ubject to the res trictions on the cover page.
Motorola Solutions Confidential Restricted
specified hours of service or the expiration of 90 consecutive calendar days following initiation, whichever occurs first.
Vis alia Police Department June 6, 2022
5 Year Flex Maintenanc e Renewal & CommandCentral Upgrades
Pricing Use or dis clos ure of this propos al is s ubject to the res trictions on the cover page.
Motorola Solutions Confidential Restricted
Section 3
Pricing
3.1 Pricing Summary Table
Annual Maintenance & Subscription Description Sale Price Year 1 -- July 1, 2021 - June 30, 2022 $158,830.93
Year 2 -- July 1, 2022 - June 30, 2023 $162,007.54
Year 3 -- July 1, 2023 - June 30, 2024 $165,247.69
Years 1-3 Maintenance & Subscription Fees Due: $486,086.16 Year 4 -- July 1, 2024 - June 30, 2025 $171,857.59
Year 5 -- July 1, 2025 - June 30, 2026 $178,731.89
Years 4-5 Maintenance & Subscription Fees Due: $350,589.48 Total 5-Year Maintenance & Subscription Fees Due: $836,675.64
3.2 Payment Terms
Payments Years Due
1 Years 1, 2, and 3 Contra ct
Execution
2 Year 4 July 1, 2024
3 Year 5 July 1, 2025
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Description Quantity Term
Flex
LAW RECORDS MAINTENANCE - STANDARD. 1 5 YEAR
MOBILE RECORDS MAINTENANCE - STANDARD. 1 5 YEAR
DRIVER LICENSE SCANNING MAINTENANCE - STANDARD. 1 5 YEAR IMAGING MAINTENANCE - STANDARD. 1 5 YEAR
HIPLINK PAGING INTERFACE MAINTENANCE - STANDARD. 1 5 YEAR AUTOCITE INTERFACE MAINTENANCE - STANDARD. 1 5 YEAR
IBR MAINTENANCE - STANDARD. 1 5 YEAR
ZETRON IP FIRE STATION ALERTING INTERFACE MAINTENANCE - STANDARD. 1 5 YEAR LICENSES AND PERMITS MAINTENANCE - STANDARD. 1 5 YEAR
QUICKEST ROUTE MAINTENANCE - STANDARD. 1 5 YEAR
E9-1-1 INTERFACE MAINTENANCE - STANDARD. 1 5 YEAR
MOBILE AVL AND MAPPING MAINTENANCE - STANDARD. 1 5 YEAR MOBILE VOICELESS CAD MAINTENANCE - STANDARD. 1 5 YEAR
PIN MAPPING MAINTENANCE - STANDARD. 1 5 YEAR
TRAFFIC INFORMATION MAINTENANCE - STANDARD. 1 5 YEAR
COMPSTAT MANAGEMENT DASHBOARD THIRD PARTY MAINTENANCE - STANDARD.
1 5 YEAR
MOBILE PREMISES AND HAZMAT MAINTENANCE - STANDARD. 1 5 YEAR ZOLL EPCR INTERFACE MAINTENANCE - STANDARD. 1 5 YEAR
STATELINK MAINTENANCE - STANDARD. 1 5 YEAR
PREMISES AND HAZMAT INFORMATION MAINTENANCE - STANDARD. 1 5 YEAR RESPONSE PLANS MAINTENANCE - STANDARD. 1 5 YEAR
STATE CRASH FORM THIRD PARTY MAINTENANCE - STANDARD. 1 5 YEAR EVIDENCE MANAGEMENT MAINTENANCE - STANDARD. 1 5 YEAR
FLEX TOUCH MAINTENANCE - STANDARD. 1 5 YEAR
COMMAND STAFF PRODUCTIVITY DASHBOARD THIRD PARTY
MAINTENANCE - STANDARD.
1 5 YEAR
MOBILE ARREST FORM MAINTENANCE - STANDARD. 1 5 YEAR
HUB MAINTENANCE (ENHANCED) - STANDARD. 1 5 YEAR
DATAWORKS INTERFACE MAINTENANCE - STANDARD. 1 5 YEAR
MOBILE STATE & NATIONAL QUERIES MAINTENANCE - STANDARD. 1 5 YEAR OFFENDER TRACKING MAINTENANCE - STANDARD. 1 5 YEAR
CAD MAPPING MAINTENANCE - STANDARD. 1 5 YEAR
CAD MAINTENANCE (ENHANCED) - STANDARD. 1 5 YEAR
VEHICLE IMPOUND MAINTENANCE - STANDARD. 1 5 YEAR
COPLOGIC INTERFACE MAINTENANCE - STANDARD. 1 5 YEAR
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3.3 Pricing Detail
Customer Contact
INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address:
Name: Lisa Davis
Address: 303 S Johnson St., Visalia CA, 93291
Phone:
Email: [email protected]
The address which is the ultimate destination where the Equipment will be delivered to Customer is:
Name: Visalia Police Department
Address: 303 S Johnson St., Visalia CA, 93291
The Equipment will be shipped to the Customer at the following address (insert if this information is k nown):
Name:
Address:
Phone:
MOBILE FIELD REPORT WITH FIELD INTERVIEW MAINTENANCE -
STANDARD.
1 5 YEAR
CommandCentral Capabilities
CLOUD DATA BACKUP & RESTORE SUBSCRIPTION. 1 5 YEAR
COMMANDCENTRA L EVIDENCE STANDARD. 1 5 YEAR
SOFTWARE, INCLUDED COMMANDCENTRA L STORAGE GB. 250 5 YEAR COMMANDCENTRA L CAPABILITIES FOR CAD. 1 5 YEAR
COMMANDCENTRA L JAIL INTAKE. 1 5 YEAR
COMMANDCENTRA L JAIL ACTIVITY. 1 5 YEAR
LEARNER LX P SUBSCRIPTION. 135 5 YEAR
COMMANDCENTRA L STORAGE GB. 3500 5 YEAR
CommandCentral Investigate
COMMANDCENTRA L INVESTIGATE STANDARD* 1 5 YEAR
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Section 4
Contractual Documentation
Motorola Solutions has provided our Contractual Documentation in the following pages.
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Master Custom er A greem ent
This Master Customer Agreement (the “ MCA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity set forth in the signature block below (“Customer”). Motorola and Customer will each be referred to herein as a “Party” and collectively as the “Parties”. This Agreement (as defined below) is effective as of the date of the last signature (the “Effective Date”).
1. A greem ent.
1.1. Scope; Agreement Documents. This MCA governs Customer’s purchase of Products (as defined below) and Services (as defined below) from Motorola. Additional terms and conditions applicable to specific Products and Services are set forth in one or more addenda attached to this MCA (each an “Addendum”, and collectively the “ Addenda”). In addition, the Parties may agree upon solution descriptions, equipment lists, statements of work, schedules, technical specifications, and other ordering documents setting forth the Products and Services to be purchased by Customer and provided by Motorola and additional rights and obligations of the Parties (the “Ordering Documents”). To the extent required by applicable procurement law, a proposal submitted by Motorola in response to a competitive procurement process will be included within the meaning of the term Ordering Documents. This MCA, the Addenda, and any Ordering Documents collectively form the Parties’ “A greem ent”.
1.2. Order of Precedence. Each Addendum will control with respect to conflicting terms in the MCA, but only as applicable to the Products and Services described in such Addendum. Each Ordering Document will control with respect to conflicting terms in the MCA or any Addenda, but only as applicable to the Products and Services described on such Ordering Document.
2. Products and Services.
2.1. Products. Motorola will (a) sell hardware provided by Motorola (“ Equipment”), (b) license software which is either preinstalled on Equipment or installed on Customer -Provided Equipment (as defined below) and licensed to Customer by Motorola for a perpetual or other defined license term (“Licensed Software”), and (c) license cloud-based software as a service products and other software which is either preinstalled on Equipment or installed on Customer-Provided Equipment, but licensed to Customer by Motorola on a subscription basis (“ Subscription Software”) to Customer, to the extent each is set forth in an Ordering Document, for Customer’s own use in accordance with this Agreement.
The Equipment, Licensed Software, and Subscription Software shall collectively be referred to herein as “Products”, or individually as a “Product”. At any time during the Term (as defined below), Motorola may substitute any Products at no cost to Customer, if the substitute is substantially similar to the Products set forth in the applicable Ordering Documents.
2.2. Services.
2.2.1. Motorola will provide services related to purchased Products (“Services”), to the extent set forth in an Ordering Document.
2.2.2. Integration Services; Maintenance and Support Services . If specified in an Ordering Document, Motorola will provide, for the term of such Ordering Document, (a) design, deployment, and integration Services in order to design, install, set up, configure, and/or integrate the applicable Products at the applicable locations (“Sites”), agreed upon by the Parties (“Integration Services”), or (b) break/fix maintenance, technical support, or other Services (such as software integration Services) (“Maintenance and Support Services”), Vis alia Police Department June 6, 2022
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each as further described in the applicable statement of work. Maintenance and Support Services and Integration Services will each be considered “Services”, as defined above.
2.2.3. Service Ordering Documents . The Fees for Services will be s et forth in an Ordering Document and any applicable project schedules. A Customer point of contact will be set forth in the applicable statement of work for the Services. For purposes of clarity, each statement of work will be incorporated into, and form an integral part of, the Agreement.
2.2.4. Service Completion. Unless otherwise specified in the applicable Ordering Document, Services described in an Ordering Document will be deemed complete upon Motorola’s performance of all Services listed in such Ordering Document (“ Service Completion Date”); provided, however, that Maintenance and Support Services may be offered on an ongoing basis during a given Ordering Document term, in which case such Maintenance and Support Services will conclude upon the expiration or termination of such Ordering Document.
2.3. Non-Preclusion. If, in connection with the Products and Services provided under this Agreement, Motorola makes recommendations, including a recommendation to purchase other products or services, nothing in this Agreement precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products or other services to Customer. Customer represents that this paragraph does not violate its procurement standards or other laws, regulations, or policies.
2.4. Customer Obligations. Customer will ensure that information Customer provides to Motorola in connection with receipt of Products and Services are accurate and complete in all material respects.
Customer will make timely decisions and obtain any required management approvals that are reasonably necessary for Motorola to provide the Products and Services and perform its other duties under this Agreement. Unless the applicable Ordering Document states otherwise, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions or Customer information, decisions, or approvals described in this Section. If any assumptions in the Ordering Documents or information provided by Customer prove to be incorrect, or if Customer fails to perform any of its obligations under this Agreement, Motorola’s ability to perform its obligations may be impacted and changes to the Agreement, including the scope, Fees, and performance schedule may be required.
2.5. Documentation. Products and Services may be delivered with documentation for the Equipment, software Products, or data that specifies technical and performance features, capabilities, users, or operation, including training manuals, and other deliverables, such as reports, specifications, designs, plans, drawings, analytics, or other information (collectively, “Documentation”). Documentation is and will be owned by Motorola, unless otherwise expressly agreed in an Addendum or Ordering Document that certain Documentation will be owned by Customer. Motorola hereby grants Customer a limited, royalty-free, worldwide, non-exclusive license to use the Documentation solely for its internal business purposes in connection with the Products and Services.
2.6. Motorola Tools and Equipment. As part of delivering the Products and Services, Motorola may provide certain tools, equipment, models, and other materials of its own. Such tools and equipment will remain the sole property of Motorola unless they are to be purchased by Customer as Products and are explicitly listed on an Ordering Document. The tools and equipment may be held by Customer for Motorola’s use without charge and may be removed from Customer’s premises by Motorola at any time without restriction. Customer will safeguard all tools and equipment while in Customer’s custody or Vis alia Police Department June 6, 2022
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control, and be liable for any loss or damage. Upon the expiration or earlier termination of this Agreement, Customer, at its expense, will return to Motorola all tools and equipment in its possession or control.
2.7. Authorized Users. Customer will ensure its employees and Authorized Users comply with the terms of this Agreement and will be liable for all acts and omissions of its employees and Authorized Users. Customer is responsible for the secure management of Authorized Users’ names, passwords and login credentials for access to Products and Services. “Authorized Users” are Customer’s employees, full-time contractors engaged for the purpose of supporting the Products and Services that are not competitors of Motorola, and the entities (if any) specified in an Ordering Document or otherwise approved by Motorola in writing (email from an authorized Motorola signatory accepted), which may include affiliates or other Customer agencies.
2.8. Export Control. Customer, its employees, and any other Authorized Users will not access or use the Products and Services in any jurisdiction in which the provision of such Products and Services is prohibited under applicable laws or regulations (a “ Prohibited Jurisdiction”), and Customer will not provide access to the Products and Services to any government, entity, or individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it and its Authorized Users are not named on any U.S. government list of persons prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it and its Authorized Users are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit its Authorized Users to access or use the Products or Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized Users will comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which Customer, its employees, and the Authorized Users are located.
2.9. Change Orders. Unless a different change control process is agreed upon in writing by the Parties, a Party may request changes to an Addendum or an Ordering Document by submitting a change order to the other Party (each, a “ Change Order”). If a requested change in a Change Order causes an increase or decrease in the Products or Services, the Parties by means of the Change Order will make appropriate adjustments to the Fees, project schedule, or other matters. Change Orders are effective and binding on the Parties only upon execution of the Change Order by an authorized representative of both Parties.
3. Term and Termination.
3.1. Term. The term of this MCA (“Term”) will commence on the Effective Date and continue until six (6) months after the later of (a) the termination, expiration, or discontinuance of services under the last Ordering Document in effect, or (b) the expiration of all applicable warranty periods, unless the MCA is earlier terminated as set forth herein. The applicable Addendum or Ordering Document will set forth the term for the Products and Services governed thereby.
3.2. Termination. Either Party may terminate the Agreement or the applicable Addendum or Ordering Document if the other Party breaches a material obligation under the Agreement and does not cure such breach within thirty (30) days after receipt of notice of the breach or fails to produce a cure plan within such period of time. Each Addendum and Ordering Document may be separately terminable as set forth therein.
3.3. Suspension of Services. Motorola may terminate or suspend any Products or Services under an Ordering Document if Motorola determines: (a) the related Product license has expired or has terminated for any reason; (b) the applicable Product is being used on a hardware platform, operating system, or Vis alia Police Department June 6, 2022
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version not approved by Motorola; (c) Customer fails to make any payments when due; or (d) Customer fails to comply with any of its other obligations or otherwise delays Motorola’s ability to perform.
3.4. Effect of Termination or Expiration. Upon termination for any reason or expiration of this Agreement, an Addendum, or an Ordering Document, Customer and the Authorized Users will return or destroy (at Motorola’s option) all Motorola Materials and Motorola’s Confidential Information in their possession or control and, as applicable, provide proof of such destruction, except that Equipment purchased by Customer should not be returned. If Customer has any outstanding payment obligations under this Agreement, Motorola may accelerate and declare all such obligations of Customer immediately due and payable by Customer. Notwithstanding the reason for termination or expiration, Customer must pay Motorola for Products and Services already delivered. Customer has a duty to mitigate any damages under this Agreement, including in the event of default by Motorola and Customer’s termination of this Agreement.
4. Payment and Invoicing.
4.1. Fees. Fees and charges applicable to the Products and Services (the “Fees”) will be as set forth in the applicable Addendum or Ordering Document, and such Fees may be changed by Motorola at any time, except that Motorola will not change the Fees for Products and Services purchased by Customer during the term of an active Ordering Document or during a Subscription Term (as defined and further described in the applicable Addendum). Changes in the scope of Services described in an Ordering Document may require an adjustment to the Fees due under such Ordering Document. If a specific invoicing or payment schedule is set forth in the applicable Addendum or Ordering Document, such schedule will apply solely with respect to such Addendum or Ordering Document. Unless otherwise specified in the applicable Ordering Document, the Fees for any Services exclude expenses associated with unusual and costly Site access requirements (e.g., if Site access requires a helicopter or other equipment), and Customer will reimburse Motorola for these or other expenses incurred by Motorola in connection with the Services.
4.2. Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes, assessments, duties, or regulatory charges or contribution requirements (collectively, “Taxes”), all of which will be paid by Customer, except as exempt by law, unless otherwise specified in an Ordering Document. If Motorola is required to pay any Taxes, Customer will reimburse Motorola for such Taxes (including any interest and penalties) within thirty (30) days after Customer’s receipt of an invoice therefore. Customer will be solely responsible for reporting the Products for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income and net worth.
4.3. Invoicing. Motorola will invoice Customer at the frequency set forth in the applicable Addendum or Ordering Document, and Customer will pay all invoices within thirty (30) days of the invoice date or as otherwise specified in the applicable Addendum or Ordering Document. Late payments will be subject to interest charges at the maximum rate permitted by law, commencing upon the due date.
Motorola may invoice electronically via email, and Customer agrees to receive invoices via email at the email address set forth in an Ordering Document.
Customer affirms that a purchase order or notice to proceed is not required for contract performance or for subsequent years of service, if any, and that sufficient funds have been appropriated in accordance with applicable law. The Customer will pay all invoices as received from Motorola and any changes in scope will be subject to the change order process as described in this Agreement. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for payment in accordance with this Agreement.
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5. Sites; Customer-Provided Equipment; Non-Motorola Content.
5.1. Access to Sites. Customer will be responsible for providing all necessary permits, licenses, and other approvals necessary for the installation and use of the Products and the performance of the Services at each applicable Site, including for Motorola to perform its obligations hereunder, and for facilitating Motorola’s access to the Sites. No waivers of liability will be imposed on Motorola or its subcontractors by Customer or others at Customer facilities or other Sites, but if and to the extent any such waivers are imposed, the Parties agree such waivers are void.
5.2. Site Conditions. Customer will ensure that (a) all Si tes are safe and secure, (b) Site conditions meet all applicable industry and legal standards (including standards promulgated by OSHA or other governmental or regulatory bodies), (c) to the extent applicable, Sites have adequate physical space, air conditioning, and other environmental conditions, electrical power outlets, distribution, equipment, connections, and telephone or other communication lines (including modem access and interfacing networking capabilities), and (d) Sites are suitable for the inst allation, use, and maintenance of the Products and Services. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date.
5.3. Site Issues. Motorola will have the right at any time to inspect the Sites and advise Customer of any deficiencies or non-conformities with the requirements of this Section 5 – Sites; Customer- Provided Equipment; Non-Motorola Content. If Motorola or Customer identifies any deficiencies or non-conformities, Customer will promptly remediate such issues or the Parties will select a replacement Site. If a Party determines that a Site identified in an Ordering Document is not acceptable or desired, the Parties will cooperate to investigate the conditions and select a replacement Site or otherwise adjust the installation plans and specifications as necessary. A change in Site or adjustment to the installation plans and specifications may cause a change in the Fees or performance schedule under the applicable Ordering Document.
5.4. Customer-Provided Equipment. Certain components, including equipment and software, not provided by Motorola may be required for use of the Products and Services (“ Customer-Provided Equipment”). Customer will be responsible, at its sole cost and expense, for providing and maintaining the Customer-Provided Equipment in good working order. Customer represents and warrants that it has all rights in Customer -Provided Equipment to permit Motorola to access and use the applicable Customer-Provided Equipment to provide the Products and Services under this Agreement, and such access and use will not violate any laws or infringe any third-party rights (including intellectual property rights). Customer (and not Motorola) will be fully liable for Customer-Provided Equipment, and Customer will immediately notify Motorola of any Customer-Provided Equipment damage, loss, change, or theft that may impact Motorola’s ability to provide the Products and Services under this Agreement, and Customer acknowledges that any such events may cause a change in the Fees or performance schedule under the applicable Ordering Document.
5.5. Non-Motorola Content. In certain instances, Customer may be permitted to access, use, or integrate Customer or third-party software, services, content, and data that is not provided by Motorola (collectively, “ Non-Motorola Content”) with or through the Products and Services. If Customer accesses, uses, or integrates any Non-Motorola Content with the Products or Services, Customer will first obtain all necessary rights and licenses to permit Customer’s and its Authorized Users’ use of the Non-Motorola Content in connection with the Products and Services. Customer will also obtain the necessary rights for Motorola to use such Non-Motorola Content i n connection with providing the Products and Services, including the right for Motorola to access, store, and process such Non-Motorola Content (e.g., in connection with Subscription Software), and to otherwise enable interoperation with the Products and Services. Customer represents and warrants that it will obtain the foregoing rights and Vis alia Police Department June 6, 2022
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licenses prior to accessing, using, or integrating the applicable Non-Motorola Content with the Products and Services, and that Customer and its Authorized Users will comply with any terms and conditions applicable to such Non-Motorola Content. If any Non-Motorola Content require access to Customer Data (as defined below), Customer hereby authorizes Motorola to allow the provider of such Non-Motorola Content to access Customer Data, in connection with the interoperation of such Non-Motorola Content with the Products and Services. Customer acknowledges and agrees that Motorola is not responsible for, and makes no representations or warranties with respect to, the Non-Motorola Content (including any disclosure, modification, or deletion of Customer Data resulting from use of Non-Motorola Content or failure to properly interoperate with the Products and Services). If Customer receives notice that any Non- Motorola Content must be removed, modified, or disabled within the Products or Services, Customer will promptly do so. Motorola will have the right to disable or remove Non-Motorola Content if Motorola believes a violation of law, third-party rights, or Motorola’s policies is l ikely to occur, or if such Non- Motorola Content poses or may pose a security or other risk or adverse impact to the Products or Services, Motorola, Motorola’s systems, or any third party (including other Motorola customers). Nothing in this Section will limit the exclusions set forth in Section 7.2 – Intellectual Property Infringement.
6. Representations and Warranties.
6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) it has the right to enter into the Agreement and perform its obligations hereunder, and (b) the Agreement will be binding on such Party.
6.2. Motorola Warranties. Subject to the disclaimers and exclusions below, Motorola represents and warrants that (a) Services will be provided in a good and workmanlike manner and will conform in all material respects to the descriptions in the applicable Ordering Document; and (b) for a period of ninety (90) days commencing upon the Service Completion Date for one-time Services, the Services will be free of material defects in materials and workmanship. Other than as set forth in subsection (a) above, recurring Services are not warranted but rather will be subject to the requirements of the applicable Addendum or Ordering Document. Motorola provides other express war ranties for Motorola - manufactured Equipment, Motorola-owned software Products, and certain Services. Such express warranties are included in the applicable Addendum or Ordering Document. Such representations and warranties will apply only to the applicable Product or Service that is the subject of such Addendum or Ordering Document.
6.3. Warranty Claims; Remedies. To assert a warranty claim, Customer must notify Motorola in writing of the claim prior to the expiration of any warranty period set forth in this MCA or the applicable Addendum or Ordering Document. Unless a different remedy is otherwise expressly set forth for a particular warranty under an Addendum, upon receipt of such claim, Motorola will investigate the claim and use commercially reasonable efforts to repair or replace any confirmed materially non-conforming Product or re-perform any non-conforming Service, at its option. Such remedies are Customer’s sole and exclusive remedies for Motorola’s breach of a warranty. Motorola’s warranties are extended by Motorola to Customer only, and are not assignable or transferrable.
6.4. Pass-Through Warranties. Notwithstanding any provision of this Agreement to the contrary, Motorola will have no liability for third-party software or hardware provided by Motorola; pr ovided, however, that to the extent offered by third-party providers of software or hardware and to the extent permitted by law, Motorola will pass through express warranties provided by such third parties.
6.5. WARRANTY DISCLAIMER . EXCEPT FOR THE EXPRESS AN D PASS THROUGH
WARRANTIES IN THIS AGREEMENT, PRODUCTS AND SERVICES PURCHASED HEREUNDER ARE PROVIDED “AS IS” AND WITH ALL FAULTS. WARRANTIES SET FORTH IN THE AGREEMENT Vis alia Police Department June 6, 2022
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ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS AND SERVICES AND MOTOROLA
DISCLAIMS ALL OTH ER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY.
MOTOROLA DOES NOT REPRESENT OR WARRANT THAT USE OF THE
PRODUCTS AND SERVICES W ILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT THEY W ILL MEET CUSTOMER’S PARTICULAR REQUIREMENTS.
7. Indemnification.
7.1. General Indemnity. Motorola will defend, indemnify, and hold Customer harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual third-party claim, demand, action, or proceeding (“ Claim”) for personal injury, death, or direct damage to tangible property to the extent caused by Motorola’s negligence, gross negligence or willful misconduct while performing its duties under an Ordering Document or an Addendum, except to the extent the claim arises from Customer’s negligence or willful misconduct. Motorola’s duties under this Section 7.1 – General Indemnity are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Claim.
7.2. Intellectual Property Infringement. Motorola will defend Customer against any third-party claim alleging that a Motorola-developed or manufactured Product or Service (the “ Infringing Product”) directly infringes a United States patent or copyright (“Infringement Claim”), and Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an Infringement Claim. Motorola’s duties under this Section 7.2 – Intellectual Property Infringement are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Infringement Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Infringement Claim.
7.2.1. If an Infringement Claim occurs, or in Motorola’s opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Infringing Product; (b) replace or modify the Infringing Product so that it becomes non- infringing; or (c) grant Customer (i) a pro-rated refund of any amounts pre-paid for the Infringing Product (if the Infringing Product is a software Product, i.e., Licensed Software or Subscription Software) or (ii) a credit for the Infringing Product, less a reasonable charge for depreciation (if the Infringing Product is Equipment, including Equipment with embedded software).
7.2.2. In addition to the other damages disclaimed under this Agreement, Motorola will have no duty to defend or indemnify Customer f or any Infringement Claim that arises from or is based upon: (a) Customer Data, Customer-Provided Equipment, Non-Motorola Content, or third-party equipment, hardware, software, data, or other third-party materials; (b) the combination of the Product or Ser vice with any products or materials not provided by Motorola; (c) a Product or Service designed, modified, or manufactured in accordance with Customer’s designs, specifications, guidelines or instructions; (d) a modification of the Product or Service by a party other than Motorola; (e) use of the Product or Service in a manner for which the Product or Service was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to use or install an update to the Product or Service that is intended to correct the claimed infringement. In no event will Motorola’s liability resulting from an Infringement Claim extend in any way to any Vis alia Police Department June 6, 2022
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payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the Infringing Product.
7.2.3. This Section 7.2 – Intellectual Property Infringement provides Customer’s sole and exclusive remedies and Motorola’s entire liability in the event of an Infringement Claim.
For clarity, the rights and remedies provided in this Section are subject to, and limited by, the restrictions set forth in Section 8 – Limitation of Liability below.
7.3. Customer Indemnity. Customer will defend, indemnify, and hold Motorola and its subcontractors, subsidiaries and other affiliates harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual or threatened third-party claim, demand, action, or proceeding arising from or related to (a) Customer -Provided Equipment, Customer Data, or Non-Motorola Content, including any claim, demand, action, or proceeding alleging that any such equipment, data, or materials (or the integration or use thereof with the Products and Services) infringes or misappropriates a third-party intellectual property or other right, violates applicable law, or breaches the Agreement; (b) Customer-Provided Equipment’s failure to meet the minimum requirements set forth in the applicable Docum entation or match the applicable specifications provided to Motorola by Customer in connection with the Products or Services; (c) Customer’s (or its service providers, agents, employees, or Authorized User’s) negligence or willful misconduct; and (d) Customer’s or its Authorized User’s breach of this Agreement. This indemnity will not apply to the extent any such claim is caused by Motorola’s use of Customer -Provided Equipment, Customer Data, or Non-Motorola Content in violation of the Agreement. Motorola w ill give Customer prompt, written notice of any claim subject to the foregoing indemnity. Motorola will, at its own expense, cooperate with Customer in its defense or settlement of the claim.
8. Limitation of Liability.
8.1. DISCLAIMER OF CONSEQUENTIAL DAMAGES. EX CEPT FOR PERSONAL INJURY OR
DEATH, MOTOROLA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “M O T O R OLA PAR T IES”) WILL NOT BE LIABLE IN CONNECTION WITH THIS AGREEMENT (WHETHER UNDER MOTOROLA’S INDEMNITY OBLIGATIONS, A CAUSE OF ACTION FOR BREACH
OF CONTRACT, UNDER TORT THEORY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST
PROFITS OR REVENUES, EVEN IF MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR ANY
THIRD PARTY OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE FORESEEABLE.
8.2. DIRECT DAMAGES . EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL
AGGREGATE LIABILITY OF THE MOTOROLA PARTIES, WHETHER BASED ON A CLAIM IN
CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO OR ARISING OUT OF THE AGREEMENT
WILL NOT EXCEED THE FEES SET FORTH IN THE ORDERING DOCUMENT UNDER WHICH THE CLAIM AROSE. NOTWITHSTANDING THE FOREGOING, FOR ANY SUBSCRIPTION SOFTWARE OR FOR ANY RECURRING SERVICES, THE MOTOROLA PARTIES’ TOTAL LIABILITY FOR ALL CLAIMS
RELATED TO SUCH PRODUCT OR RECURRING SERVICES IN THE AGGREGATE WILL NOT
EXCEED THE TOTAL FEES PAID FOR SUCH SUBSCRIPTION SOFTWARE OR RECURRING SERVICE, AS APPLICABLE, DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE FIRST CLAIM AROSE.
8.3. ADDITIONAL EXCLUSIONS. NOTWITHSTANDING
ANY OTHER PROVISION OF THIS
AGREEMENT, MOTOROLA W ILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A) Vis alia Police Department June 6, 2022
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CUSTOMER DATA, INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DATA AVAILABLE THROUGH THE PRODUCTS OR SERVICES; (B) CUSTOMER-PROVIDED EQUIPMENT,
NON-MOTOROLA CONTENT, THE SITES, OR THIRD-PARTY EQUIPMENT, HARDWARE,
SOFTWARE, DATA, OR OTHER THIRD-PARTY MATERIALS, OR THE COMBINATION OF PRODUCTS AND SERVICES W ITH ANY OF THE FOREGOING; (C) LOSS OF DATA OR HACKING; (D) MODIFICATION OF PRODUCTS OR SERVICES BY ANY PERSON OTHER THAN MOTOROLA; (E) RECOMMENDATIONS PROVIDED IN CONNECTION W ITH OR BY THE PRODUCTS AND SERVICES; (F) DATA RECOVERY SERVICES OR DATABASE MODIFICATIONS; OR (G) CUSTOMER’S OR ANY AUTHORIZED USER’S BREACH OF THIS AGREEMENT OR MISUSE OF THE PRODUCTS AND SERVICES.
8.4. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed issues in Section 8.3 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable.
8.5. Statute of Limitations. Customer may not bring any claims against a Motorola Party in connection with this Agreement or the Products and Services more than one (1) year after the date of accrual of the cause of action.
9. Confidentiality.
9.1. Confidential Information. “Confidential Information” means any and all non-public information provided by one Party (“Discloser”) to the other (“Recipient”) that is disclosed under this Agreement in oral, written, graphic, machine recognizable, or sample form, being clearly designated, labeled or marked as confidential or its equivalent or that a reas onable businessperson would consider non-public and confidential by its nature. With respect to Motorola, Confidential Information will also include Products and Services, and Documentation, as well as any other information relating to the Products and Services.
The nature and existence of this Agreement are considered Confidential Information of the Parties. In order to be considered Confidential Information, information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by Discloser by submitting a written document to Recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent.
9.2. Obligations of Confidentiality. During the Term and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (a) not disclose Confidential Information to any third party, except as expressly permitted in this Section 9 - Confidentiality; (b) restrict disclosure of Confidential Information to only those employees (including, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must access the Confidential Information for the purpose of, and who are bound by confidentiality terms substantially similar to those in, this Agreement; (c) not copy, reproduce, r everse engineer, de-compile or disassemble any Confidential Information; (d) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (e) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (f) only use the Confidential Information as needed to fulfill its obligations and secure its rights under this Agreement.
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9.3. Exceptions. Recipient is not obligated to maintain as confidential any information that Recipient can demonstrate by documentation (a) is publicly available at the time of disclosure or becomes available to the public without breach of this Agreement; (b) is lawfully obtained from a third party without a duty of confidentiality to Discloser; (c) is otherwise lawfully known to Recipient prior to such disclosure without a duty of confidentiality to Discloser; or (d) is independently developed by Recipient without the use of, or reference to, any of Discloser’s Confidential Information or any breach of this Agreement. Additionally, Recipient may disclose Confidential Information to the extent required by law, including a judicial or legislative order or proceeding.
9.4. Ownership of Confidential Information. All Confidential Information is and will remain the property of Discloser and will not be copied or reproduced without the express written permission of Discloser (including as permitted herein). Within ten (10) days of receipt of Discloser’s written request, Recipient will return or destroy all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain (a) one (1) archival copy of the Confidential Information for use only in case of a dispute concerning this Agreement and (b) Confidential Information that has been automatically stored in accordance with Recipient’s standard backup or recordkeeping procedures, provided, however that Recipient will remain subject to the obligations of this Agreement with respect to any Confidential Information retained subject to clauses (a) or (b). No license, express or implied, in the Confidential Information is granted to the Recipient other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. Discloser represents and warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement.
10. Proprietary Rights; Data; Feedback.
10.1. Data Definitions. The following terms will have the stated meanings: “Customer Contact Data” means data Motorola collects from Customer, its Authorized Users, and their end users for business contact purposes, including marketing, advertising, licensing and sales purposes; “Service Use Data” means data generated by Customer’s use of the Products and Services or by Motorola’s support of the Products and Services, including personal information, location, monitoring and recording activity, product performance and error information, activity logs and date and tim e of use; “ Customer Data” means data, information, and content, including images, text, videos, documents, audio, telemetry and structured data base records, provided by, through, or on behalf of Customer, its Authorized Users, and their end users through the use of the Products and Services. Customer Data does not include Customer Contact Data, Service Use Data, or information from publicly available sources or other Third-Party Data or Motorola Data; “Third-Party Data” means information obtained by Motorola from publicly available sources or its third party content providers and made available to Customer through the Products or Services; “Motorola Data” means data owned or licensed by Motorola; “Feedback” means comments or information, in oral or written form, given to Motorola by Customer or Authorized Users, including their end users, in connection with or relating to the Products or Services; and “Process” or “Processing” means any operation or set of operations which is performed on personal information or on sets of personal information, whether or not by automated means, such as collection, recording, copying, analyzing, caching, organization, structuring, storage, adaptation, or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
10.2. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer with access to software, tools, data, and other materials, including designs, utilities, models, methodologies, systems, and specifications, which Motorola has developed or licensed from third parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, or derivative works of the foregoing, whether made by Motorola or another party) Vis alia Police Department June 6, 2022
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(collectively, “Motorola Materials”). The Products and Services, Motorola Data, Third-Party Data, and Documentation, are considered Motorola Materials. Except when Motorola has expressly transferred title or other interest to Customer by way of an Addendum or Ordering Document, the Motorola Materials are the property of Motorola or its licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets, know-how, other intellectual property and proprietary rights, and all associated goodwill and moral rights). For clarity, this Agreement does not grant to Customer any shared development rights in or to any Motorola Materials or other intellectual property, and Customer agrees to execute any documents and take any other actions reasonably requested by Motorola to effectuate the foregoing.
Motorola and its licensors reserve all rights not expressly granted to Customer, and no rights, other than those expressly granted herein, are granted to Customer by implication, estoppel or otherwise. Customer will not modify, disassemble, reverse engineer, derive source code or create derivative works from, merge with other software, distribute, sublicense, sell, or export the Products and Services or other Motorola Materials, or permit any third party to do so.
10.3. Ownership of Customer Data. Customer retains all right, title and interest, including intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to Customer Data except those rights granted under this Agreement including the right to Process and use the Customer Data as set forth in Section 10.4 – Processing Customer Data below and in other applicable Addenda. The Parties agree that with regard to the Processing of personal information which may be part of Customer Data, Customer is the controller and Motorola i s the processor, and may engage sub-processors pursuant to Section 10.4.3 – Sub-processors.
10.4. Processing Customer Data.
10.4.1. Motorola Use of Customer Data. To the extent permitted by law, Customer grants Motorola and its subcontractors a right to use Customer Data and a royalty-free, worldwide, non- exclusive license to use Customer Data (including to process, host, cache, store, reproduce, copy, modify, combine, analyze, create derivative works from such Customer Data and to communicate, transmit, and distribute such Customer Data to third parties engaged by Motorola) to (a) perform Services and provide Products under the Agreement, (b) analyze the Customer Data to operate, maintain, manage, and improve Motorola Products and Services, and (c) create new products and services. Customer agrees that this Agreement, along with the Documentation, are Customer’s complete and final documented instructions to Motorola for the processing of Customer Data. Any additional or alternate instructions must be agreed to according to the Change Order process.
Customer represents and warrants to Motorola that Customer’s instructions, including appointment of Motorola as a processor or sub-processor, have been authorized by the relevant controller.
10.4.2. Collection, Creation, Use of Customer Data. Customer further represents and warrants that the Customer Data, Customer’s collection, creation, and use of the Customer Data (including in connection with Motorola’s Products and Services), and Motorola’s use of such Customer Data in accordance with the Agreement, will not violate any laws or applicable privacy notices or infringe any third-party rights (including intellectual property and privacy rights). Customer also represents and warrants that the Customer Data will be accurate and complete, and that Customer has obtained all required consents, provided all necessary notices, and met any other applicable legal requirements with respect to collection and use (including Motorola’s and its subcontractors’ use) of the Customer Data as described in the Agreement.
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10.4.3. Sub-processors. Customer agrees that Motorola may engage sub-processors who in turn may engage additional sub-processors to Process personal data in accordance with this Agreement. When engaging sub-processors, Motorola will enter into agreements with the sub-processors to bind them to data processing obligations to the extent required by law.
10.5. Data Retention and Deletion. Except for anonymized Customer Data, as described above, or as otherwise provided under the Agreement, Motorola will delete all Customer Data following termination or expiration of this MCA or the applicable Addendum or Ordering Document, with such deletion to occur no later than ninety (90) days following the applicable date of termination or expiration, unless otherwise required to comply with applicable law. Any requests for the exportation or download of Customer Data must be made by Customer to Motorola in writi ng before expiration or termination, subject to Section
13.9 – Notices. Motorola will have no obligation to retain such Customer Data beyond expiration or termination unless the Customer has purchased extended storage from Motorola through a mutually executed Ordering Document.
10.6. Service Use Data. Customer understands and agrees that Motorola may collect and use Service Use Data for its own purposes, including the uses described below. Motorola may use Service Use Data to (a) operate, maintain, manage, and improve existing and create new products and services, (b) test products and services, (c) to aggregate Service Use Data and combine it with that of other users, and (d) to use anonymized or aggregated data for marketing, research or other business purposes. Service Use Data may be disclosed to third parties. It is Customer’s responsibility to notify Authorized Users of Motorola’s collection and use of Service Use Data and to obtain any required consents, provide all necessary notices, and meet any other applicable legal requirements with respect to such collection and use, and Customer represents and warrants to Motorola that it has complied and will continue to comply with this Section.
10.7. Third-Party Data and Motorola Data. Motorola Data and Third-Party Data may be available to Customer through the Products and Services. Customer and its Authorized Users may use Motorola Data and Third-Party Data as permitted by Motorola and the applicable Third-Party Data provider, as described in the applicable Addendum. Unless expressly permitted in the applicable Addendum, Customer will not, and will ensure its Authorized Users will not: (a) use the Motorola Data or Third-Party Data for any purpose other than Customer’s internal business purposes; (b) disclose the data to third parties; (c) “white label” such data or otherwise misrepresent its source or ownership, or resell, distribute, sublicense, or commercially exploit the data in any manner; (d) use such data in violation of applicable laws; (e) remove, obscure, alter, or falsify any marks or proprietary rights notices indicating the source, origin, or ownership of the data; or (f) modify such data or combine it with Customer Data or other data or use the data to build databases. Additional restrictions may be set forth in the applicable Addendum. Any rights granted to Customer or Authorized Users with respect to Motorola Data or Third-Party Data will immediately terminate upon termination or expiration of the applicable Addendum, Ordering Document, or this MCA.
Further, Motorola or the applicable Third-Party Data provider may suspend, change, or terminate Customer’s or any Authorized User’s access to Motorola Data or Third-Party Data if Motorola or such Third-Party Data provider believes Customer’s or the Authorized User’s use of the data violates the Agreement, applicable law or Motorola’s agreement with the applicable Third-Party Data provider. Upon termination of Customer’s rights to use any Motorola Data or Third-Party Data, Customer and all Authorized Users will immediately discontinue use of such data, delete all copies of such data, and certify such deletion to Motorola. Notwithstanding any provision of the Agreement to the contrary, Motorola will have no liability for Third-Party Data or Motorola Data available through the Products and Services.
Motorola and its Third-Party Data providers reserve all rights in and to Motorola Data and Third-Party Data not expressly granted in an Addendum or Ordering Document.
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10.8. Feedback. Any Feedbac k provided by Customer is entirely voluntary, and will not create any confidentiality obligation for Motorola, even if designated as confidential by Customer. Motorola may use, reproduce, license, and otherwise distribute and exploit the Feedback without any obligation or payment to Customer or Authorized Users and Customer represents and warrants that it has obtained all necessary rights and consents to grant Motorola the foregoing rights.
10.9. Improvements; Products and Services. The Parties agree that, notwithstanding any provision of this MCA or the Agreement to the contrary, all fixes, modifications and improvements to the Services or Products conceived of or made by or on behalf of Motorola that are based either in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise) are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements will vest solely in Motorola. Customer agrees to execute any written documents necessar y to assign any intellectual property or other rights it may have in such fixes, modifications or improvements to Motorola.
11. Force Majeure; Delays Caused by Customer.
11.1. Force Majeure. Except for Customer’s payment obligations hereunder, neither Party will be responsible for nonperformance or delayed performance due to events outside of its reasonable control.
If performance will be significantly delayed, the affected Party will provide notice to the other Party, and the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule.
11.2. Delays Caused by Customer . Motorola’s performance of the Products and Services will be excused for delays caused by Customer or its Authorized Users or subcontractors, or by failure of any assumptions set forth in this Agreement (including in any Addendum or Ordering Document). In the event of a delay under this Section 11.2 – Delays Caused by Customer, (a) Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule, and (c) Customer will compensate Motorola for its out-of-pocket costs incurred due to the delay (including those incurred by Motorola’s affiliates, vendors, and subcontractors).
12. Disputes. The Parties will use the following procedure to resolve any disputes relating to or arising out of this Agreement (each, a “Dispute”):
12.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the laws of the State of Illinois, unless Customer is the United States Government (or an agency thereof), in which case all matters relating to or arising out of the Agreement will be governed by the laws of the State in which the Products and Services are provided. The terms of the U.N. Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply.
12.2. Negotiation; Mediation. Either Party may initiate dispute resolution procedures by sending a notice of Dispute (“ Notice of Dispute ”) to the other Party. The Parties will attempt to resolve the Dispute promptly through good faith negotiations, including timely escalation of the Dispute to executives who have authority to settle the Dispute (and who are at a higher level of management than the persons with direct responsibility for the matter). If a Dispute is not resolved through negotiation, either Party may initiate mediation by sending a notice of mediation (“Notice of Mediation”) to the other Party. The Parties will choose an independent mediator within thirty (30) days of such Notice of Mediation. Neither Party may unreasonably withhold consent to the selection of a mediator, but if the Parties are unable to agree upon a mediator, either Party may request that the American Arbitration Association nominate a mediator.
Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally.
Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. All in person meetings under this Section 12.2 – Negotiation; Mediation will take place in Chicago, Illinois, and all communication relating to the Dispute Vis alia Police Department June 6, 2022
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resolution will be maintained i n strict confidence by the Parties. Notwithstanding the foregoing, any Dispute arising from or relating to Motorola’s intellectual property rights will not be subject to negotiation or mediation in accordance with this Section, but instead will be decided by a court of competent jurisdiction, in accordance with Section 12.3 – Litigation, Venue, Jurisdiction below.
12.3. Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within sixty (60) days from the Notice of Mediation, either Party may submit the Dispute exclusively to a court in Cook County, Illinois. Each Party expressly consents to the exclusive jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any mediation.
13. General.
13.1. Compliance with Laws . Each Party will comply with applicable laws in connection with the performance of its obligations under this Agreement, including that Customer will ensure its and its Authorized Users’ use of the Products and Services complies with law (including privacy laws), and Customer will obtain any FCC and other licenses or authorizations (including licenses or authorizations required by foreign regulatory bodies) required for its and its Authorized Users’ use of the Products and Services. Motorola may, at its discretion, cease providing or otherwise modify Products and Services (or any terms related thereto in an Addendum or Ordering Document), in order to comply with any changes in applicable law.
13.2. Audit; Monitoring. Motorola will have the right to monitor and audit use of the Products, which may also include access by Motorola to Customer Data and Service Use Data. Customer will provide notice of such monitoring to its Authorized Users and obtain any required consents, including individual end users, and will c ooperate with Motorola in any monitoring or audit. Customer will maintain during the Term, and for two (2) years thereafter, accurate records relating to any software licenses granted under this Agreement to verify compliance with this Agreement. Motorola or a third party (“Auditor”) may inspect Customer’s and, as applicable, Authorized Users’ premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless Customer is found to be in violation of the terms of the Agreement, in which case Customer will be responsible for such expenses and costs.
13.3. Assignment and Subcontracting. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party. Motorola may assign or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection with a merger, acquisition or sale of all or substantially all of its assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding upon the Parties and their respective successors and assigns.
13.4. Waiver. A delay or omission by either Party to exercise any right under this Agreement will not be construed to be a waiver of such right. A waiver by either Party of any of the obligations to be performed by the other, or any breach thereof, will not be construed to be a waiver of any succeeding breach or of any other obligation. All waivers must be in writing and signed by the Party waiving its rights.
13.5. Severability. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision will be deemed to be modified to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remaining provisions of this Agreement will not be affected, and each such provision will be valid and enforceable to the full extent permitted by applicable law.
13.6. Independent Contractors. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents Vis alia Police Department June 6, 2022
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of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership, or formal business organization of any kind.
13.7. Third-Party Beneficiaries. The Agreement is entered into solely between, and may be enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create any right or cause of action in or on behalf of, any entity other than the Parties. Notwithstanding the foregoing, a licensor or supplier of third-party software included in the software Products will be a direct and intended third-party beneficiary of this Agreement.
13.8. Interpretation. The section headings in this Agreement are included only for convenience The words “including” and “include” will be deemed to be followed by the phrase “without limitation”. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party.
13.9. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as FedEx, UPS, or DHL), and will be effective upon receipt.
13.10. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity, by contract, or otherwise. Except as specifically stated in this Agreement, the election by a Party of any remedy provided for in this Agreement or otherwise available to such Party will not preclude such Party from pursuing any other remedies available to such Party at law, in equity, by contract, or otherwise.
13.11. Survival. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 2.4 – Customer Obligations; Section 3.4 – Effect of Termination or Expiration; Section 4 – Payment and Invoicing; Section 6.5 – Warranty Disclaimer; Section 7.3 – Customer Indemnity; Section 8 – Limitation of Liability; Section 9 – Confidentiality; Section 10 – Proprietary Rights; Data; Feedback; Section 11 – Force Majeure; Delays Caused by Customer; Section 12 – Disputes; and Section 13 – General.
13.12. Entire Agreement. This Agreement, including all Addenda and Ordering Documents, constitutes the entire agreement of the Parties regarding the subject matter hereto, and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy, or computer image of a signature, will be treated, and will have the same effect as an original signature, and will have the same effect, as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment, or other form will not be considered an amendment or modification or part of this Agreement, even if a representative of each Party signs such document.
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The Parties hereby enter into this MCA as of the Effective Date.
Motorola Solutions, Inc. Cus tomer: Vis alia Police Department Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
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Software Products Addendum
This Software Products Addendum (this “ SPA”) is entered into between Motorola Solutions, Inc., (“Motorola”) and the entity set forth in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Master Customer Agreement (the “ MCA”) entered into between the Parties and the applicable Addenda. Capitalized terms used in this SPA, but not defined herein, will have the meanings set forth in the MCA or the applicable Addenda.
1. Addendum. This SPA governs Customer’s purchase of certain Motorola software Products, including Software Systems, and will form part of the Parties’ Agreement. A “ Software System” is a solution that includes at least one command center software Product and requires Integration Services to deploy such software Product at a Customer Site or onto any Customer-Provided Equipment or Equipment provided to Customer. In addition to the MCA, other Addenda may be applicable to the Software System or other software Products, including the Subscription Software Addendum (“ SSA”), with respect to Subscription Software, and the Equipment Purchase and Software License Addendum (“ EPSLA”), with respect to Licensed Software and Equipment, as further described below. This SPA will control with respect to conflicting terms in the MCA or any other applicable Addendum, but only as applicable to the Software System or other software Products purchased under this SPA and not with respect to other Products and Services.
2. Software Systems; Applicable Terms and Conditions.
2.1. On-Premise Software System . If Customer purchases an “on-premises Software System,” where Equipment and Licensed Software are installed at Customer Sites or on Customer-Provided Equipment, then, unless the Ordering Document(s) specify that any software is being purchased on a subscription basis (i.e., as Subscription Software), such Equipment and Licensed Software installed at Customer Sites or on Customer-Provided Equipment are subject to the EPSLA. On-premises Software Systems described in this Section qualify for the System Warranty as described in Section 5 – On-Pre mises Software System Warranty (the “ System Warranty”). In connection with the on- premises Software System, Customer may also purchase additional Subscription Software that integrates with its on-premises Software System (e.g., CommandCentral Aware) (each, an “Add-On Subscription”). Any Add-On Subscription will be subject to the terms and conditions of the SSA and excluded from the System Warranty.
2.2. On-Premise Software System as a Service. If Customer purchases an “on-pr emises Software System as a service,” where Equipment and software Products are installed at Customer Sites or on Customer -Provided Equipment, and such software is generally licensed on a subscription basis (i.e., as Subscription Software), then such Subscription Software will be subject to the SSA and not the EPSLA. Any (a) Equipment purchased, (b) firmware preinstalled on such Equipment, and (c) Microsoft operating system Licensed Software are subject to the EPSLA. On-premises Software Systems as a service described in this Section are provided as a service and, accordingly, do not qualify for the System Warranty. System completion, however, is determined in accordance with the provisions of Section 3 – Software System Completion below.
2.3. Cloud Hosted Software System . If Customer purchases a “cloud hosted Software System,” where the applicable software is hosted in a data center and provided to Customer as a service (i.e., as hosted Subscription Software), including CommandCentral Products, then such Subscription Software is subject to the SSA. Any Vis alia Police Department June 6, 2022
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Equipment purchased in connection with a cloud Software System is subject to the EPSLA. Cloud hosted Software Systems described in this Section do not qualify for the System Warranty. System completion, however, is determined in accordance with the provisions of Section 3 – Software System Completion below.
2.4. Services. Any Integration Services or Maintenance and Support Services purchased in connection with, or included as a part of, a Software System are subject to the MCA, and as described in the applicable Ordering Document.
3. Software System Completion. Any Software System described in an Ordering Document hereunder (including the Products, Integration Services, and all other components thereof) will be deemed completed upon Customer’s (or the applicable Authorized User’s) Beneficial Use of each Product that is included in the Software System (unless alternative acceptance procedures are set forth in the applicable Ordering Document) (the “ System Completion Date”). Customer will not unreasonably delay Beneficial Use of any Product within a Software System, and in any event, the Parties agree that Beneficial Use of a Product will be deemed to have occurred thirty (30) days after functional demonstration. For clarity, if a Software System is comprised of more than one Product, Motorola may notify Customer that all Integration Services for a particular Product within the Software System have been completed, and Customer may have Beneficial Use of such Product prior to having Beneficial Use of other Products in the Software System, or of the Software System as a whole. In such case, the Integration Services applicable to such Product will be deemed complete upon Customer’s Beneficial Use of the Product (“ Product Completion Date”), which may occur before the System Completion Date. As used in this Section, “Beneficial Use” means use by Customer or at least one (1) Authorized User of the material features and functionalities of a Product within a Software System, in material conformance with Product descriptions in the applicable Ordering Document. This Section applies to Products purchased as part of a Software System notwithstanding the delivery provisions of the Addendum applicable to such Products, such as the SSA or EPSLA, and this Section will control over such other delivery provisions to the extent of a conflict.
4. Payme nt. Customer will pay invoices for the Products and Services covered by this SPA in accordance with the invoice payment terms set forth in the MCA. Fees for Software Systems will be invoiced as of the System Completion Date, unless another payment process or schedule or milestones are set forth in an Ordering Document or applicable Addendum. In addition to Equipment, Licensed Software, Subscription Software and Integration Services (as applicable) sold as part of a Software System, the Ordering Documents for a Software System may also include post -deployment Integration Services or other Services which are to be provided following the date of functional demonstration (“Post-Deployment Services”). Post- Deployment Services will be invoiced upon their completion and paid by Customer in accordance with the terms of the MCA.
5. On-Premises Software System Warranty. Subject to the disclaimers in the MCA and any other applicable Addenda, Motorola represents and warrants that, on the System Completion Date for an on-premises Software System described in Section 2.1 – On-Premises Software System, or on the applicable Product Completion Date for a specific Product within such on- premises Software System, if earlier, (a) such Software System or Product will perform in accordance with the descriptions in the applicable Ordering Documents in all material respects, and (b) if Customer has purchased any Equipment or Motorola Licensed Software (but, for clarity, excluding Subscription Software) as part of such on-premises Software System, the warranty period applicable to such Equipment and Motorola Licensed Software Vis alia Police Department June 6, 2022
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will continue for a period of one (1) year commencing upon the System Completion Date for the Software System that includes such Products, or on the applicable Product Completion Date, if earlier, instead of commencing upon delivery of the Products in accordance with the terms and conditions set forth in Section 6 – Representations and Warranties; Liabilities of the EPSLA. The warranties set forth in the applicable Addenda are not otherwise modified by this SPA.
6. Prohibited Use. Customer will not integrate or use, or permit a third party or an Authorized User to integrate or use, any Non-Motorola Content with or in connection with a Software System or other software Product provided by Motorola under this SPA, without the express written permission of Motorola.
7. API Support. Motorola will use commercially reasonable efforts to maintain its Application Programming Interface (“API”) offered sold in connection with any Software System. APIs will evolve and mature over time, requiring changes and updates. Motorola will use reasonable efforts to continue supporting any version of an API for 6 months after such version is introduced, but if Motorola determines, in its sole discretion, determines to discontinue support of an API for any reason, Motorola will provide reasonable advance notification to Customer. If an API presents a security risk, Motorola may discontinue an API without prior notice.
8. Support of Downloaded Clients. If Customer purchases any software Product that requires a client installed locally on any Customer-Provided Equipment or Equipment in possession of Customer, Customer will be responsible for downloading and installing the current version of such client, as it may be updated from time to time. Motorola will use reasonable efforts to continue supporting any version of a client for forty -five (45) days following its release, but Motorola may update the current version of its client at any time, including for bug fixes, product improvements, and feature updates, and Motorola makes no representations or warranties that any software Product will support prior versions of a client.
9. Applicable End User Terms. Additional license terms apply to third-party software included in CAD and Records Products which are available online at:
www.motorolasolutions.com/legal-flow-downs. Customer will comply, and ensure its Authorized Users comply, with all such additional license terms.
10. Additional Terms for On-Premise Software System as a Service. The terms set forth in this Section 10 – Additional Terms for On-Premise Software System as a Service apply in the event Customer purchases an on-premises Software System as a service under this SPA.
10.1. Transition to Subscription License Model. If the Parties mutually agree that any on- premises Subscription Software purchased under this SPA as part of an on-premises Software System as a service will be replaced with or upgraded to Subscription Software hosted in a data center, then upon such time which the Parties execute the applicable Ordering Document, (a) the licenses granted to such on-premises Subscription Software under the applicable Ordering Document will automatically terminate, (b) Customer and its Authorized Users will cease use of the applicable on-premises copies of Subscription Software, and (c) the replacement hosted Subscription Software provided hereunder will be governed by the terms of the SSA and this SPA.
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10.2. Transition Fee. Motorola will not charge additional Fees for Services related to the transition to hosted Subscription Software, as described in Section 10.1 – Transition to Subscription License Model. Notwithstanding the foregoing, subscription Fees for the applicable hosted Subscription Software are subject to the SSA and the applicable Ordering Document, and may be greater than Fees paid by Customer for on-premises Subscription Software.
10.3. Software Decommissioning. Upon (a) transition of the on-premises Software System as a service to Subscription Software hosted in a data center or (b) any termination of the Subscription Software license for the on-premises Software System as a service, Motorola will have the right to enter Customer Sites and decommission the applicable on-premises Subscription Software that is installed at Customer’s Site or on Customer-Provided Equipment. For clarity, Customer will retain the right to use Licensed Software that is firmware incorporated into Equipment purchased by Customer from Motorola and any Microsoft operating system Licensed Software.
11. Additional Terms for CAD and Records Products. The terms set forth in this Section 11 – Additional Terms for CAD and Records Products apply in the event Customer purchases any Computer Aided Dispatch (“C AD”) or Records Products under this SPA.
11.1. Support Required. Customer acknowledges and agrees that the licenses granted by Motorola under the Agreement to CAD and Records Products for on-premises Software Systems are conditioned upon Customer purchasing Maintenance and Support Services for such Products during the term of the applicable license. If at any time during the term of any such license, Customer fails to purchase associated Maintenance and Support Services (or pay the fees for such Services), Motorola will have the right to terminate or suspend the software licenses for CAD and Record Products, and this SPA or the applicable Ordering Document.
11.2. CJIS Security Policy. Motorola agrees to support Customer’s obligation to comply with the Federal Bureau of Investigation Criminal Justice Information Services (“CJIS”) Security Policy and will comply with the terms of the CJIS Security Addendum for the term of the Addendum or Ordering Document for the applicable Product. Customer hereby consents to Motorola screened personnel serving as the “escort” within the meaning of CJIS Security Policy for unscreened Motorola personnel that require access to unencrypted Criminal Justice Information for purposes of Product support and development.
12. Additional Cloud Terms. The terms set forth in this Section 12 – Additional Cloud Term s apply in the event Customer purchases any cloud hosted software.
12.1. Data Storage. Motorola will determine, in its sole discretion, the location of the stored content for cloud hosted software. All data, replications, and backups will be stored at a location in the United States for Customers in the United States.
12.2. Data Retrieval. Cloud hosted software will leverage different types of storage to optimize software, as determined in Motorola’s sole discretion. For multimedia data, such as videos, pictures, audio files, Motorola will, in its sole discretion, determine the type of storage medium used to store the content. The type of storage and medium selected by Motorola will determine the data retrieval speed. Access to content in archival storage may take up to 24 hours to be viewable.
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12.3. Maintenance. Scheduled maintenance of cloud hosted Software will be performed periodically. Motorola will make commercially reasonable efforts to notify customers one (1) week in advance of any such maintenance. Unscheduled and emergency maintenance may be required from tim e to time. Motorola will make commercially reasonable efforts to notify customers of any unscheduled or emergency maintenance 24 hours in advance.
13. Survival. The following provisions will survive the expiration or termination of this SPA for any reason: Section 1 – Addendum; Section 2 – Software Systems; Applicable Terms and Conditions; Section 6 – Prohibited Use; Section 9 – Applicable End User Terms; Section 13 – Survival.
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Subscription Software Addendum
This Subscription Software Addendum (this “ SSA”) is entered into between Motorola Solutions, Inc., (“Motorola”) and the entity set forth in the MCA (“Customer”), and will be subject to, and governed by, the terms of the Master Customer Agreement (the “MCA”) entered into between the Parties. Capitalized terms used in this SSA, but not defined herein, will have the meanings set forth in the MCA.
1. Addendum. This SSA governs Customer’s purchase of Subscription Software (and, if set forth in an Ordering Document, related Services) from Motorola, and will form par t of the Parties’ Agreement. Additional Subscription Software-specific Addenda or other terms and conditions may apply to certain Subscription Software, where such terms are provided or presented to Customer.
2. Delivery of Subscription Software.
2.1. Delivery. During the applicable Subscription Term (as defined below), Motorola will provide to Customer the Subscription Software set forth in an Ordering Document, in accordance with the terms of the Agreement. Motorola will provide Customer advance notice (which may be provided electronically) of any planned downtime. Delivery will occur upon Customer’s receipt of credentials required for access to the Subscription Software or upon Motorola otherwise providing access to the Subscription Software. If agreed upon in an Ordering Document, Motorola will also provide Services related to such Subscription Software.
2.2. Modifications. In addition to other rights to modify the Products and Services set forth in the MCA, Motorola may modify the Subscription Software, any associated recurring Services and any related systems so long as their functionality (as described in the applicable Ordering Document) is not materially degraded. Documentation for the Subscription Software may be updated to reflect such modifications. For cl arity, new features or enhancements that are added to any Subscription Software may be subject to additional Fees.
2.3. User Credentials. If applicable, Motorola will provide Customer with administrative user credentials for the Subscription Software, and Customer will ensure such administrative user credentials are accessed and used only by Customer’s employees with training on their proper use. Customer will protect, and will cause its Authorized Users to protect, the confidentiality and security of all user c redentials, including any administrative user credentials, and maintain user credential validity, including by updating passwords.
Customer will be liable for any use of the Subscription Software through such user credential (including through any administrative user credentials), including any changes made to the Subscription Software or issues or user impact arising therefrom. To the extent Motorola provides Services to Customer in order to help resolve issues resulting from changes made to the Subscripti on Software through user credentials, including through any administrative user credentials, or issues otherwise created by Authorized Users, such Services will be billed to Customer on a time and materials basis, and Customer will pay all invoices in accordance with the payment terms of the MCA.
2.4. Beta Services. If Motorola makes any beta version of a software application (“ Beta Service”) available to Customer, Customer may choose to use such Beta Service at its own discretion, provided, however, that Customer will use the Beta Service solely for purposes of Customer’s evaluation of such Beta Service, and for no other purpose.
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Customer acknowledges and agrees that all Beta Services are offered “as-is” and without any representations or warranties or other commitments or protections from Motorola.
Motorola will determine the duration of the evaluation period for any Beta Service, in its sole discretion, and Motorola may discontinue any Beta Service at any time. Customer acknowledges that Beta Services, by their nature, have not been fully tested and may contain defects or deficiencies.
3. Subscription Software License and Restrictions.
3.1. Subscription Software License. Subject to Customer’s and its Authorized Users’ compliance with the Agreement, including payment terms, Motorola hereby grants Customer and its Authorized Users a limited, non-transferable, non-sublicenseable, and non-exclusive lice nse to use the Subscription Software identified in an Ordering Document, and the associated Documentation, solely for Customer’s internal business purposes. The foregoing license grant will be limited to use in the territory and to the number of licenses set forth in an Ordering Document (if applicable), and will continue for the applicable Subscription Term. Customer may access, and use the Subscription Software only in Customer’s owned or controlled facilities, including any authorized mobile sites; provi ded, however, that Authorized Users using authorized mobile or handheld devices may also log into and access the Subscription Software remotely from any location. No custom development work will be performed under this Addendum.
3.2. End User Licenses . Notwithstanding any provision to the contrary in the Agreement, certain Subscription Software is governed by a separate license, EULA, or other agreement, including terms governing third-party software, such as open source software, included in the Subscription S oftware. Customer will comply, and ensure its Authorized Users comply, with such additional license agreements.
3.3. Customer Restrictions. Customers and Authorized Users will comply with the applicable Documentation and the copyright laws of the United States and all other relevant jurisdictions (including the copyright laws where Customer uses the Subscription Software) in connection with their use of the Subscription Software. Customer will not, and will not allow others including the Authorized Users, to m ake the Subscription Software available for use by unauthorized third parties, including via a commercial rental or sharing arrangement; reverse engineer, disassemble, or reprogram software used to provide the Subscription Software or any portion thereof t o a human-readable form; modify, create derivative works of, or merge the Subscription Software or software used to provide the Subscription Software with other software; copy, reproduce, distribute, lend, or lease the Subscription Software or Documentation for or to any third party; take any action that would cause the Subscription Software, software used to provide the Subscription Software, or Documentation to be placed in the public domain; use the Subscription Software to compete with Motorola; remove, alter, or obscure, any copyright or other notice; share user credentials (including among Authorized Users); use the Subscription Software to store or transmit malicious code; or attempt to gain unauthorized access to the Subscription Software or its related systems or networks.
4. T e rm.
4.1. Subscription Terms.
The duration of Customer’s subscription to the first Subscription Software and any associated recurring Services ordered under this SSA (or the first Subscription Software or recurring Service, if multiple are ordered at once) will commence Vis alia Police Department June 6, 2022
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upon delivery of such Subscription Software (and recurring Services, if applicable) and will continue for a twelve (12) month period or such longer period identified in an Ordering Document (the “Initial Subscription Period”). Following the Initial Subscription Period, Customer’s subscription to the Subscription Software and any recurring Services will automatically renew for additional twelve (12) month periods (each, a “ Renewal Subscription Year”), unless either Party notifies the other Party of its intent not to renew at least thirty (30) days before the conclusion of the then-current Subscription Term. (The Initial Subscription Period and each Renewal Subscription Year will each be referred to herein as a “ Subscription Term”.) Motorola may increase Fees prior to any Renewal Subscription Year. In such case, Motorola will notify Customer of such proposed increase no later than thirty (30) days prior to commencement of such Renewal Subscription Year.
Unless otherwise specified in the applicable Ordering Document, if Customer orders any additional Subscription Software or recurring Services under this SSA during an in- process Subscription Term, the subscription for each new Subscription Software or recurring Service will (a) commence upon delivery of such Subscription Software or recurring Service, and continue until the conclusion of Customer’s then-current Subscription Term (a “ Partial Subscription Year ”), and (b) automatically renew for Renewal Subscription Years thereafter, unless either Party notifies the other Party of its intent not to renew at least thirty (30) days before the conclusion of the then-current Subscription Term. Thus, unless otherwise specified in the applicable Ordering Document, the Subscription Terms for all Subscription Software and recurring Services hereunder will be synchronized.
4.2. Term. The term of this SSA (the “SSA Term”) will commence upon either (a) the Effective Date of the MCA, if this SSA is attached to the MCA as of such Effective Date, or (b) the SSA Date set forth on the signature page below, if this SSA is executed after the MCA Effective Date, and will continue until the expiration or termination of all Subscription Terms under this SSA, unless this SSA or the Agreement is earlier terminated in accordance with the terms of the Agreement.
4.3. Termination. Notwithstanding the termination provisions of the MCA, Motorola may terminate this SSA (or any Addendum or Ordering Documents hereunder), or suspend delivery of Subscription Software or Services, immediately upon notice to Customer if (a) Customer breaches Section 3 – Subscription Software License and Restrictions of this SSA, or any other provision related to Subscription Software license scope or restrictions set forth in an Addendum or Ordering Document, or (b) it determines that Customer’s use of the Subscription Software poses, or may pose, a security or other risk or adverse impact to any Subscription Software, Motorola, Motorola’s systems, or any third party (including other Motorola customers). Customer acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Subscription Software and Documentation, and that Customer’s breach of the Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Customer breaches this Agreement, in addition to termination, Motorola will be entitled to all available remedies at law or in equity (including immediate injunctive relief).
4.4. Wind Down of Subscription Software. In addition to the termination rights in the MCA, Motorola may terminate any Ordering Document and Subscription Term, in whole or in part, in the event Motorola plans to cease offering the applicable Subscription Software or Service to customers.
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5. Payme nt.
5.1. Payment. Unless otherwise provided in an Ordering Document (and notwithstanding the provisions of the MCA), Customer will prepay an annual subscription Fee set forth in an Ordering Document for each Subscription Software and associated recurring Service, before the commencement of each Subscription Term. For any Partial Subscription Year, the applicable annual subscription Fee will be prorated based on the number of months in the Partial Subscription Year. The annual subscription Fee for Subscription Software and associated recurring Services may include certain one-time Fees, such as start-up fees, license fees, or other fees set forth in an Ordering Document. Motorola will have the right to suspend the Subscription Software and any recurring Services if Customer fails to make any payments when due.
5.2. License True-Up. Motorola will have the right to conduct an audit of total user licenses credentialed by Customer for any Subscription Software during a Subscription Term, and Customer will cooperate with such audit. If Motorola determines that Customer’s usage of the Subscription Software during the applicable Subscription Term exceeded the total number of licenses purchased by Customer, Motorola may invoice Customer for the additional licenses used by Customer, pro-rated for each additional license from the date such license was activated, and Customer will pay such invoice in accordance with the payment terms in the MCA.
5.3. Effect of Termination. If the contract were to be terminated due to the default or breach by Motorola, Motorola will return the price of any annual subscription fees paid for in advance for any subscription terms not yet begun at time of termination.
6. Liability.
6.1. ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGE S
SET FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE
AGREEMENT TO THE CONTRARY, MOTOROLA W ILL HAVE NO LIABILITY FOR (A)
INTERRUPTION OR FAILURE OF CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS; (B) DISRUPTION OF OR DAMAGE TO CUSTOMER’S OR THIRD PARTIES’ SYSTEMS, EQUIPMENT, OR DATA, INCLUDING DENIAL OF ACCESS TO
USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE; (C) AVAILABILITY OR ACCURACY OF ANY DATA
AVAILABLE THROUGH THE SUBSCRIPTION SOFTWARE OR SERVICES, OR INTERPRETATION, USE, OR MISUSE THEREOF; (D) TRACKING AND LOCATION- BASED SERVICES; OR (E) BETA SERVICES.
6.2. Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed or excluded issues in the MCA or Section 6.1 – Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Or dering Document for such Services, if applicable.
7. Motorola as a Controller or Joint Controller. In all instances where Motorola acts as a controller of data, it will comply with the applicable provisions of the Motorola Privacy Statement at https://www.motorolasolutions.com/en_us/about/privacy- policy.html#privacystatement, as may be updated from time to time. Motorola holds all Vis alia Police Department June 6, 2022
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Customer Contact Data as a controller and shall Process such Customer Contact Data in accordance with the Motorola Privacy Statement. In instances where Motorola is acting as a joint controller with Customer, the Parties will enter into a separate Addendum to the Agreement to allocate the respective roles as joint controllers.
8. Survival. The following provisions will survive the expiration or termination of this SSA for any reason: Section 4 – Term; Section 5 – Payme nt; Section 6.1 – Additional Exclusions; Section 8 – Survival.
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FLEX Maintenance and Support Addendum
This Maintenance and Support Addendum (the “Support Agreement”) is by and between Motorola Solutions, Inc. (“Motorola”) and Visalia Police Department (“Customer”). In connection with the Master Customer Agreement (the “Agreement”), Customer desires to purchase from Motorola certain maintenance and support Services for the Software. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Agreement.
In consideration of the mutual agreements set forth herein, the sufficiency of which is hereby acknowledged, the parties agree as follows:
Section 1: Definitions
1.1 “Coverage Hours” means the hours between 6:00 a.m. and 6:00 p.m., Mountain Time, Monday through Friday, excluding regularly scheduled holidays of Motorola.
1.2 “Enhancement” means any modification or addition that, when made or added to the Software, changes its utility, efficiency, functional capability, or application, but that does not constitute solely an Error Correction. Motorola may designate Enhancements as minor or major, depending on Motorola's assessment of their value and of the function added to the preexisting Software.
1.3 “Error” means any failure of the Software to conform in all material respects to its functional specifications as published from time to time by Motorola, subject to the exceptions set forth in Section 4.
1.4 “Error Correction” means either a software fix, modification or addition that, when made or added to the Software, establishes material conformity of the Software to the functional specifications, or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect on Customer of such nonconformity. Error Correction Services are subject to the exceptions set forth in Section 4.
1.5 “Releases” means new and updated versions of the Software containing Error Corrections and Enhancements, where there is a change in the version number either to the left or immediately to the right of the decimal. Motorola’s current numbering system is to designate Release versions by the year to the left of the decimal, and by the Release number in that year to the right of the decimal (e.g., 2018.1, 2018.2, and 2018.3). For reference, the two Releases of the Software prior to version 2017.1 are versions 6.1 and 6.2.
1.6 “Response Time” means six (6) or less Coverage Hours, from the time Customer first notifies Motorola of an Error.
1.7 “Support Fees” means Motorola’s annual fees for support and maintenance Services provided under this Support Agreement, as set forth in Motorola’s proposal or a Motorola support invoice.
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1.8 “Support Term” means the entire period during which Customer is receiving support and maintenance Services for the Software under the terms of this Support Agreement, beginning on the installation date of the Software. Support and maintenance Services are included at no additional charge from the installation date through the end of the Software’s Warranty Period, as defined in Section 11.1 of the License Agreement, which is the “Initial Support Term.” Thereafter, the Support Term shall automatically renew for successive periods of one year each (each a “Renewal Term”), unless and until terminated pursuant to Section 8 below.
1.9 “System Application Administrator” or “SAA” means an employee or agent of Customer appointed by Customer, who has been certified on the Software by Motorola pursuant to the procedures set forth in Section 6, and is able to communicate effectively with Motorola support personnel in the description and resolution of problems associated with the Software.
Section 2: Eligibility for Support
2.1 Support Termination. Motorola’s obligation to provide the support and maintenance Services described in this Support Agreement may be terminated pursuant to Section 8.2.2 or suspended, at Motorola’s discretion, if at any time during the term of this Support Agreement any of the following requirements are not met:
2.1.1 The License Agreement must remain valid and in effect at all times;
2.1.2 The Software must be operated on a hardware platform, operating system and version approved by Motorola; and
2.1.3 Customer must be current on payment of Support Fees.
2.2 System Application Administrator
2.2.1 System Application Administrator. Customer is responsible for designating one (or more at Customer’s option) System Application Administrator (SAA) to manage the Software system for Customer and act as Customer’s primary technical contact with Motorola. The SAA must be qualified to operate the Software on Customer’s own equipment, be certified by Motorola as set forth herein, and be familiar with the information, calculations, and reports that serve as input and output of the Software.
2.2.2 SAA Replacement. Motorola may require Customer to appoint a new System Application Administrator (“SAA”) in order to continue receiving support and maintenance Services or may increase Customer’s Support Fees, if Motorola reasonably determines that the acting SAA does not have the training or experience necessary to communicate effectively with Motorola support personnel.
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Section 3: Scope of Services
During the Support Term, Motorola shall render the following Services in support of the Software, during Coverage Hours:
3.1 Support Center. Motorola will maintain a Support Services Control Center capable of receiving from Customer’s authorized support contacts, by telephone or online through Motorola’s authorized customer support portal, reports of any Software irregularities and requests for assistance in use of the Software.
3.2 Services Staff. Motorola shall maintain a trained staff capable of rendering support and maintenance Services set forth in this Support Agreement.
3.3 Error Correction. If Customer’s authorized support contacts Mot orola’s support services department by telephone regarding any Error or material problem with the use of the Software, a Motorola representative will either answer such call or, if the caller leaves a message, will contact Customer in response to such mess age within the Response Time. Motorola shall use all reasonable diligence in correcting verifiable and reproducible Errors when reported to Motorola in accordance with Motorola's standard reporting procedures. Motorola shall, after verifying that the reported Error is present, promptly initiate work toward development of an Error Correction or otherwise resolving the problem. Following completion of an Error Correction, Motorola shall provide the Error Correction through a "temporary fix" consisting of suff icient programming and operating instructions to implement the Error Correction, and Motorola shall include the Error Correction in subsequent Releases of the Software as appropriate. Motorola supports two (2) versions back from the most recent release version. However, Motorola is not obligated to provide Error Corrections for any version of the Software other than the most recent Release, although Motorola may do so in its discretion.
3.4 Software Maintenance Services; New Releases. Motorola may, from ti me to time, issue new Releases of the Software to its Customers generally. During the term of this Agreement, Motorola shall provide Customer with one copy of each new Release, without additional charge, except that Motorola reserves the right to charge a separate license fee for a new Release that includes major Enhancements, or to cover the cost of any pass-through fees from third parties attributable to Third Party Software or services. Motorola may also charge license fees for optional Software modules and features that Motorola makes available to customers for separate purchase. Motorola shall provide reasonable assistance to help Customer install and operate each new Release, provided that any onsite services are subject to the supplemental charges at Motorola’s then-current rates.
3.5 Enhancements. Motorola shall consider and evaluate the development of Enhancements for the specific use of Customer and shall respond to Customer's requests for additional Services pertaining to the Software (including, without limitation, data conversion and report -formatting assistance), provided that such assistance, if agreed to be provided, shall be subject to supplemental charges mutually agreed to in writing by Motorola and Customer.
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Section 4: Services Not Covered by this Support Agreement
The services identified in this section are NOT covered by this Support Agreement . Motorola strongly recommends that Customer secure a separate support and maintenance agreement with third party vendors for all non-Motorola products. Motorola may, in its discretion, provide such services to Customer upon request, for an additional fee as the parties may agree in writing.
4.1 Third Party Products. Motorola does not provide support for any third party products, including Third Party Software or hardware, or support for hardware failure due to the use of any third party products. Motorola may in its discretion provide first-line support and maintenance for Third Party Software distributed by Motorola; if not, Motorola will refer Customer to the vendor of such software for resolution of support issues.
4.2 Customized Interfaces and Software. Motorola’s annual Support Fees for any custom interfaces or other customized Software developed by Motorola or any third party for Customer are set forth in the applicable exhibit for such interface or customized Software, and are also included as part of the overall annual Support Fee set forth in Motorola’s proposal. Motorola’s support and maintenance Services include bug fixes and minor modifications to the custom interface or software. They do NOT include major revisions or rewrites, such as those required to make a custom interface work with a new or upgraded version of the applicable Third Party Software.
Custom interfaces and support therefore are specific to the designated version of the applicable Third Party Software or system. Any major changes to such Third Party Software or system will require a new custom quote for Motorola to modify the custom interface to work with the new version of the third party software or system. Motorola’s Support Fees may also differ for the new version of the custom interface.
4.3 Network Failures. Motorola will not provide support for any network failures or problems including, but not limited to, cabling, communication lines, routers, connectors, and network software.
4.4 Data Recovery. Motorola’s standard support does not include restoration and/or recovery of data files and/or the operating system. Motorola will, upon request of Customer and subject to its then- current fees for such services, use reasonable efforts to assist Customer in recovering lost data.
4.5 Unauthorized Use. Motorola is not obligated to provide support where the problem arises out of any breach by Customer, data corruption, or support issues, security issues, or performance issues arising out of Customer’s or a third party’s use of the Utilities or any software not specifically licensed by Motorola to Customer for use in connection with the Software. Any assistance provided by Motorola in resolving such problems shall be charged to Customer on a time and materials basis.
Additionally, any unauthorized use of other software in connection with the Software by Customer (or by a third party with Customer’s knowledge) may result, at Motorola’s sole option, in voidance of warranties, an increase in the annual Support Fees, and/or loss of rights to upgrades under this Support Agreement.
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4.6 Database Modifications. Motorola is not obligated to provide support for any damages to or problems with the Software or its database, data corruption, support issues, security issues, or performance issues arising from Customer’s utilization of the “write” feature of any Utility (e.g., the ODBC interface) to write to or modify the database in any way.
4.7 Misuse or Damage. Motorola is not obligated to provide support for Software problems caused by Customer misuse, alteration or damage to the Software or its database, Customer’s combining or merging the Software with any hardware or software not supplied by or identified as compatible by Motorola, customizing of programs, accident, neglect, power surge or failure, lightning, operating environment not in conformance with the manufacturer's specifications (for electric power, air quality, humidity or temperature), or Third Party Software or hardware malfunction.
4.8 Operating System. Motorola is not r esponsible for supporting, configuring, maintaining, or upgrading the operating system, including, but not limited to, backups, restores, fixes, and patches, or for providing assistance with problems caused by operating system installation, configuration, errors, maintenance or repair, or using incorrect versions of the operating system.
4.9 Onsite Visits. Onsite service visits to Customer’s facility by Motorola are subject to additional charges, as set forth in Section 7.5.
4.10 Printers. Motorola is not responsible for supporting printers connected to the back of terminals/personal computers (commonly called pass-through printing) or network printers are not supported by Motorola.
Section 5: Obligations of Customer
5.1 Software Connectivity. Customer must maintain and provide, at no cost to Motorola, a CJIS - approved broadband internet connection to the server used with the Software, 24 hours per day, 7 days per week, to facilitate remote support utilities enabling Motorola support personnel to connect to and provide assistance with the server used with the Software. Third party connectivity tools, such as client VPN software, which must be installed on Motorola equipment, cannot be required by Customer. Alternatively, Customer may provide Motorola with an internet connection via a program such as Bomgar or another CJIS certified program. If Customer uses any other form of internet connection program, Customer is solely responsible for the CJIS certification for such program.
5.2 Customer Representative During Onsite Visits. A representative of Customer’s IT department must be present when any onsite support is provided. If such representative is not present when a Motorola representative arrives onsite for a previously scheduled visit, the Motorola representative shall notify an appropriate representative of Customer, if feasible, that there is no Customer IT representative present. If Customer's IT representative does not arrive within a reasonable time, no work will be performed and Customer will be charged for Motorola’s expenses relating to the visit. If Motorola’s onsite support person determines that changes to Customer’s Vis alia Police Department June 6, 2022
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system (hardware or software) are required or advisable, it will inform Customer’s IT representative.
If such representative is not authorized to make or approve changes to Customer’s system, as applicable, Customer will promptly make available such a person.
5.3 English Language. All communications between Customer and Motorola must be in the English language.
5.4 SAA Assignment. Customer is responsible for providing one or more qualified Motorola Application Administrators as described in Section 6 of this Support Agreement. At least one authorized SAA or support contact must be available at all times; however, after-hours availability is required only when and if Customer is requesting after-hours support from Motorola.
5.5 Security. Customer is responsible for providing all network and server security.
5.6 Error Information. Customer must provide Motorola with information sufficient for Motorola to duplicate the circumstances under which an Error in the Software became apparent.
5.7 CJIS Compliance. Customer is responsible for its own adherence to the FBI Criminal Justice Information Services (CJIS) Security Policy, the Health Insurance Portability and Accountability Act of 1996 (HIPAA) (to the extent applicable) and any other applicable security and privacy laws and regulations. Motorola will reasonably cooperate with Customer in connection therewith.
Section 6: SAA and Support Contact Requirements
6.1 Certification. Customer’s designated SAA must be certified by Motorola within one year of the date of Customer’s cutover to live operation of the Software (“Go-live”). The designated SAA must meet the following requirements in order to certify at the basic level:
6.1.1 Attend and participate in, and successfully pass the final written and practical examinations from the following courses within one hundred twenty (120) days of installation of the Software:
i. System Introduction – Inquiry,
ii. System Introduction – Data Entry & Modification,
iii. Basic System Administration, and
iv. General training applicable to the Software used by Customer.
6.1.2 Pass the Basic SAA exam within one year after Customer’s Go-live date.
6.2 SAA Training Costs. Customer will be responsible for training course fees as set forth in Motorola’s proposal, as well as for any related travel and lodging expenses for its personnel.
6.3 SAA and Support Contact Information. Contact information for Customer’s SAA(s) and ot her Vis alia Police Department June 6, 2022
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authorized support contacts must be provided by Customer to Motorola’s Technical Services department. Any changes to Customer’s SAA and support contacts names and contact information must be promptly provided to Motorola’s support department.
6.4 Qualifications. Each designated SAA and Customer support contact must be qualified to address, or have other support resources to address, without the aid of Motorola, all problems relating to hardware, software, or operating system not directly associated with the Software.
Section 7: Fees and Charges
7.1 Support Fees. During the Initial Support Term, support and maintenance Services are included as part of the initial purchase price paid by Customer. To receive support and maintenance Services thereafter, Customer shall pay Motorola the Support Fee, as well as any other charges or fees described herein. Motorola reserves the right to change its Support Fee, effective upon no less than ninety (90) days written notice to Customer prior to the end of the current annual period. Support Fees that have been previously prepaid by Customer are not affected by any subsequent change in such fees.
7.2 Support Fee Invoices. Motorola shall invoice Customer for annual Support Fees at the beginning of each contract year. In the event that additional billable work is performed, all billable charges and expenses will be invoiced to Customer at the beginning of the month following the month in which those charges and expenses accrued or were incurred. Customer shall pay the invoiced amounts immediately upon receipt of such invoices. Any amount not paid within thirty (30) days after the invoice date shall bear interest at the rate of eighteen (18) percent per year or the highest rate allowed by applicable law, whichever is less.
7.3 Equipment Fees. Customer shall be responsible for and agrees to pay the fees and charges incurred for procuring, installing, and maintaining all equipment, telephone lines, modems, communications interfaces, networks, and other products necessary to operate the Software.
7.4 After-Hours Charges. Customer agrees to pay additional charges at Motorola’s then-current rates for all support or other Services requested by Customer to be performed outside of Coverage Hours.
These charges are applicable for any work performed outside of the Coverage Hours, regardless of the cause, even if the requested work was reported and/or initiated during normal Coverage Hours, subject to Customer’s approval of such work being performed outside of Coverage Hours.
7.5 Onsite Support If Customer requests onsite support Services, Customer shall reimburse Motorola for all labor, travel, and related expenses incurred by Motorola in providing such Services.
7.6 Additional Fees. Motorola may increase Support Fees if there is a significant (i.e., twenty percent or larger) increase in Customer's (including, if applicable, its Shared Agencies’) size, based upon the number of full-time employees. Payment of such additional Support Fees is due within thirty (30) days of the date of the invoice for such fees. Such fees will be prorated, based upon the date Vis alia Police Department June 6, 2022
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during the contract year the increase in Customer's size occurred. Additionally, Motorola may adjust Support Fees based on (1) additional licenses or modules purchased by Customer, (2) changes to Customer’s hardware, (3) a change in the Coverage Hours selected by Customer, or (4) Customer’s violation of the restrictions set forth in Section 4.5 of this Support Agreement. Additionally, if a new Shared Agency is added after the date of the License Agreement, as described in Section 4.6 of such agreement, such new Shared Agency will have a separate Support Fee allocated to it, as agreed by the parties in writing at such time.
Section 8: Termination
8.1 Automatic Termination. This Support Agreement shall automatically terminate immediately upon termination of the License Agreement for any reason.
8.2 Termination by a Party. Either party may terminate this Support Agreement as follows:
8.2.1 If either Motorola or Customer provides a written notice to the other party, at least ninety (90) days prior to the end of the Initial Support Term or the then-current Renewal Term, of its intent to terminate this Support Agreement at the end of such term; or
8.2.2 For a material breach of this Support Agreement, subject to thirty (30) days prior written notice and opportunity to cure such breach within the 30-day notice period.
8.3 Final Invoicing upon Termination. Following termination of this Support Agreement, Motorola shall immediately invoice Customer for all accrued Support Fees, charges, and reimbursable expenses; and Customer shall pay the invoiced amount immediately upon receipt of such invoice.
Section 9: General
9.1 Incorporation of General Terms. The terms of Section 6 (Representations and Warranties), Section 12 (Disputes), Section 7.1 (General Indemnification), Section 8 (Limitation of Liability), Section 9 (Confidentiality), Section 10 (Proprietary Rights, Data, Feedback), and all of the General provisions of Section 13 of the Agreement are hereby incorporated into this Support Agreement by reference.