The design, technical, pricing, and other information (“Information”) furnished with this budgetary submission is proprietary and/or trade secret information of Motorola Solutions, Inc. (“Motorola Solutions”) and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola Solutions. The Information provided in this budgetary submission is provided for evaluation purposes only and does not constitute a binding offer to sell or license any Motorola Solutions product or services. Motorola Solutions is making no representation, warranties, or commitments with respect to pricing, products, payment terms, credit, or terms and conditions. A firm offer would require more information and further detailed analysis of the requirements.
MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2022 Motorola Solutions, Inc. All rights reserved.
CITY OF VISALIA POLICE
DEPARTMENT
ENCRYPTION AND SUBSCRIBERS DECEMBER 13, 2022
Motorola Solutions, Inc. Tel. + 1 847 576 5000
1303 E. Algonquin Rd. Fax + 1 847 538 6020
Schaumburg, IL 60196
USA
December 13, 2022
City of Visalia Police Department
420 N Burke St.
Visalia, CA 93292
Subject: Encryption and Subscribers
Dear Dexter Valencia,
Motorola Solutions, Inc. (“Motorola Solutions”) is pleased to have the opportunity to provide the City of Visalia Police Department (PD) with quality communications equipment and services. The Motorola Solutions project team has taken great care to propose a solution that will address your needs and provide exceptional value.
To address the functional and operational specifications of this solicitation, our solution includes a combination of hardware, software, and services. Specifically, this solution is for a console add on and provides:
• 1 KVL 5000
• Licenses to add encryption to 12 existing VPMs and 2 APX 7500 Consolettes • 371 New Subscribers
• 294 Upgrades to existing Subscribers
Motorola’s proposal consists of this cover letter and Communications System and Services Agreement (CSSA), together with its Exhibits and attachments. This proposal shall remain valid until December 22, 2022. The City of Visalia PD may accept the proposal by delivering to Motorola the signed CSSA.
Alternatively,
Motorola Solutions would be pleased to address any concerns the City of Visalia PD may have regarding the proposal. Any questions can be directed to your Motorola Senior Account Manager, Jeff Wade, at (707) 548-6527 or [email protected] We thank you for the opportunity to furnish the City of Visalia PD with “best in class” solutions and we hope to strengthen our relationship by implementing this project. Our goal is to provide you w ith the best products and services available in the communications industry.
Sincerely,
Motorola Solutions, Inc.
Mike De Benedetti
MSSSI Territory Vice President,
Northern California
Encryption Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted System Description 1-2
TABLE OF CONTENTS
Contents
Section 1 .......................................................................................................... 1-1 System Description .......................................................................................... 1-1
1.1 Introduction ................................ ................................ ................................ ......................... 1-1
1.2 Secure Communications at the Console ................................ ................................ .............. 1-2
1.3 KVL 5000 Key Variable Loader ................................ ................................ ........................... 1-3
1.4 Subscribers ................................ ................................ ................................ ......................... 1-3
1.4.1 APX 4000 Portable Radio ................................ ................................ ................................ 1-4
1.4.2 APX 6000XE Portable Radio ................................ ................................ ........................... 1-5
1.4.3 APX 6500 Enhanced Mobile Radio ................................ ................................ .................. 1-5
1.5 Design and Implementation Assumptions ................................ ................................ ............ 1-7 Section 2 .......................................................................................................... 2-1 Performance Schedule ..................................................................................... 2-1 Section 3 .......................................................................................................... 3-1 Equipment List ................................................................................................. 3-1 Section 4 .......................................................................................................... 4-1 Statement of Work ............................................................................................ 4-1
4.1 Motorola Responsibilities ................................ ................................ ................................ ..... 4-1
4.2 City of Visalia Police Department Responsibilities ................................ ............................... 4-1 Section 5 .......................................................................................................... 5-1 Pricing Summary .............................................................................................. 5-1
5.1 Pricing Encryption and Subscribers ................................ ................................ ..................... 5-1
5.2 Payment Terms ................................ ................................ ................................ ................... 5-2 Section 6 .......................................................................................................... 6-1 Contractual Documentation .............................................................................. 6-1 Encryption Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted System Description 1-1 SECTION 1
SYSTEM DESCRIPTION
1.1 INTRODUCTION
Motorola Solutions, Inc. (“Motorola”) is pleased to provide a budgetary to Visalia Police Department (Visalia PD) for the encryption of its radio voice messages. This covers the existing ASTRO 25 MCC 7500 consoles.
When it is absolutely critical that communications not be monitored by unauthorized parties, radio systems can be configured with encryption. Encryption ensures only authorized units in the system can listen to transmissions being made. Encrypted calls are protected end-to- end throughout the network
ASTRO systems can be equipped with current Project 25 algorithms and are fully compliant with all Federal Information Processing Standards (FIPS). The following encryptions are included in this proposal: AES and ADP.
The MCC 7500 dispatch console enables end-to-end encryption from the operator position to the ASTRO 25 network, so that at no point will Visalia PD’s communications be undermined by unencrypted transmissions. Each dispatch operator will be able to fully participate in secure communications while being confident that sensitive, vital information will not be heard by unauthorized individuals. A diagram is shown in Figure 1-1.
Figure 1-1 : Encrypted Voice Path between console to subscriber unit S2500
MCC 7500 Console
Voice Procesing Module
(VPM)
DISPATCH
SWITCH
DISPATCH ROUTER
VOICE ENCRYPTION/
DECRYPTION AT VPM
Base Radio transmits the
Encrypted Audio over RF
SUBSCRIBER
VOICE ENCRYPTION/
DECRYPTION AT
SUBSCRIBER
LEGEND
ENCRYPTED AUDIO
CLEAR AUDIO
CLEAR AUDIO TO AND
FROM THE SPEAKERS
Subscriber receives the
Encrypted Audio over RF
Voice over IP to and from
the Master Site
MASTER SITE
Voice over IP to and from
the RF Site
RF SITE
Encryption Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted System Description 1-2 The solution includes the following:
- Upgrade of all twelve (12) MCC7500 consoles with AES Encryption - Add ADP Encryption in the spare VPM
- Provide 1 new KVL5000 - Key Variable Loader with AES and ADP Encryptions - Upgrade of two (2) consolettes to support AES Encryption and Multi Key Operations - Provide 173 APX 4000 UHF R1 frequency band Model 2 portables for PD - Provide 136 APX 6500 Enhanced UHF R1 frequency band mobiles for PD - Provide 44 APX 6000XE VHF frequency band Model 3.5 portables for FD - Provide 13 APX 6500 Enhanced VHF frequency band mobiles (Single Control Head) for FD
- Provide 5 APX 6500 Enhanced VHF frequency band mobiles (Dual Control Head) for FD - Upgrade existing 147 portables and mobiles with AES encryption - Upgrade existing 71 APX 4000 portables, 46 APX 6500 enhanced mobiles and 30 APX 8000 portables with Multikey feature
1.2 SECURE COMMUNICATIONS AT THE CONSOLE
The console itself encrypts and decrypts radio voice messages. Thus, radio voice messages are encrypted end-to-end, from the field radio user to the dispatch console. The console operator can choose whether or not to encrypt their transmissions on a particular trunked resource. Console operators can interface with agencies that have different encryption configurations without any manual intervention or delay. The MCC 7500 Console can support up to 60 calls simultaneously, using up to four different algorithms and multiple encryption keys.
To help reduce potential errors when managing encrypted communications, the MCC 7500 interface provides alerts when the console mode does not match that of a received call, and when a patch or multi-select group is being set up between a mix of clear and secure channels.
Currently, all existing MCC 7500 dispatch consoles have no AES encryption.
Encryption Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted System Description 1-3
1.3 KVL 5000 KEY VARIABLE LOADER
The KVL 5000 allows programmers to generate, transport, and load encryption keys, securely and efficiently into secure communication products thereby enabling secure encrypted communications. Packaged in an easy to use one-handed
design with an intuitive UI.
Designed to meet the requirements of two-way radio
programmers, the purpose-built KVL 5000 delivers a quick start and snappy response for easy and efficient key loading - without interrupting the rest of their workflow. The only key loader that can protect keys with hardware protected key store, the KVL 5000 provides users with the highest level of secure programming and information protection.
KVL 5000 FEATURES
FIPS 140-2 Level 2 key loader
HSM to protect keys
Automatic key load
Dead battery operation
AES included
Store and forward included
Hardened out of the box
One (1) KVL 5000 with AES and ADP encryptions and all the appropriate cables are included in this proposal.
1.4 SUBSCRIBERS
The proposal includes the following units:
173 APX 4000 UHF R1 frequency band Model 2 portables for PD 136 APX 6500 Enhanced UHF R1 frequency band mobiles for PD 44 APX 6000XE VHF frequency band Model 3.5 portables for FD 13 APX 6500 Enhanced VHF frequency band mobiles (Single Control Head) for FD 5 APX 6500 Enhanced VHF frequency band mobiles (Dual Control Head) for FD KVL 5000
Encryption Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted System Description 1-4
1.4.1 APX 4000 Portable Radio
The APX 4000 delivers all the benefits of P25 technology in the smallest P25 Phase 2 portable in the industry. Easy to use, tough as nails, and a hard value to beat for public safety first responders for fast, interoperable communications.
Durable enough to withstand dust, heat, shock, and
submersion, the APX 4000 is IP67 and MIL- STD certified. It’s packed with key features to help keep users safe, like
mission-critical wireless, two-microphone noise suppression, GPS outdoor location, and AES encryption.
Motorola Solutions' APX 4000 is the smallest and lightest P25 Phase 2 TDMA capable portable radio in the industry, created specifically for personnel responding to natural disasters or public safety issues. It provides users with a feature-rich portable radio with a unique form factor in a compact and rugged design.
Designed to accommodate rugged and extreme environments, the APX 4000 has enhanced safety features in a simplified, compact design. Some of its standard features and benefits are identified below:
Improved Efficiency and Safety – Supports Integrated Voice and Data (IV&D) capabilities to enhance the efficiency and safety of Visalia PD’s users through various data applications (Over-the-Air Programming (POP25), Text Messaging). Excellent Audio Qualities – Coordination and communication efforts are intelligible in high-noise environments due to high-spec RF performance capabilities. Dual-sided two- microphone noise-canceling technology ensures clear audio. An AMBE digital voice vocoder provides unmatched speed and voice quality, while reducing costs by requiring less data, memory and power consumption.
Rugged Housing and Internal Components – Rugged-design features include submersible IP67 standards with the option to upgrade to a rugged housing (2 meters, 2 hours). This feature ensures radio functionality even when immersed in water; Meets all applicable MIL-STD-810C, D, E, F and G standards for withstanding dust, heat, shock, and drops, making it the most reliable portable radio in any situation.
Included in this proposal are 173 APX4000 UHF R1 frequency band Model 2 portables for Visalia PD.
Encryption Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted System Description 1-5
1.4.2 APX 6000XE Portable Radio
Designed with input from first responders, the APX
6000XE provides superior audio performance and
reliability for users working in extreme environments.
Benefits of the APX 6000XE include:
Enhanced Efficiency and Safety – Supports
Integrated Voice and Data (IV&D) capabilities to
enhance the efficiency and safety of Visalia FD’s
users through various data applications (AES
Encryption, Over-the-Air Programming (POP25),
Text Messaging, Site Selectable Alert Tones, and
Man Down).
Superior Audio Performance – Dual-sided two-
microphone noise-canceling technology ensures clear audio through noise suppression technology that locates the user and cancels out any background noise in their environment. The APX 6000XE’s speaker can also automatically adjust to produce the loudest and clearest audio in any environment.
Advanced Ergonomics for Extreme Conditions – The APX 6000XE’s design makes the radio easier to grip, hold, and control in harsh conditions, including water submersion. Its exaggerated controls make it easy to use while wearing gloves, and its enlarged screen provides easier visibility for users to read in darker conditions. The APX 6000XE is available in multiple color housing options based on Visalia FD’s preference (standard black, public safety yellow, and high impact green).
This proposal includes 44 APX6000XE VHF Model 3.5 portables for Visalia FD.
1.4.3 APX 6500 Enhanced Mobile Radio
Motorola Solutions’ APX 6500 Enhanced
mobile radio offers a flexible, mission-critical
platform that brings reliable communications
anywhere Visalia PD’s and FD’s operation
requires. With a lighter and more compact
form factor that works within a variety of
vehicle ecosystems, the APX 6500
Enhanced supports multiple configuration
options and advanced safety applications
directly from the field, such as ViQi Virtual
Partner, SmartConnect, and GPS location
tracking. These features allow field
personnel to stay in command of an incident
and respond safely and efficiently with
updated intelligence.
Encryption Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted System Description 1-6 The APX 6500 Enhanced mobile is built to evolve alongside Visalia PD’s and FD’s personnel as new features and functionalities become available and operational needs change. This includes Wi-Fi support and connection to LTE routers for faster software updates.
The APX 6500 Enhanced mobile radio offers the following key benefits:
Easy Installation – Streamlines installation and reduces cost with a smaller footprint and, if necessary, the reuse of trunnions.
SmartConnect Integration – Offers automatic switchover to Wi-Fi (with configuration to Wi-Fi hotspot and an LTE router in the vehicle) when out of range of LMR coverage.
This SmartConnect integration extends public safety communications over carrier networks when in areas such as remote areas and municipalities. ViQi Virtual Partner Integration – Provides vital public safety information via voice using this cloud-based service. With a single button press and simple audio prompt, personnel can use natural language to run a license plate or driver’s license, and search for vehicles with matching vehicle identification numbers from the field without disruption.
ViQi Virtual Partner is accessed with the keypad microphone or O3 control head via a programmable button, if applicable.
CommandCentral Integration – Integrates CommandCentral Aware suite capabilities, such as Impact Detection, to trigger an alert in the event of a vehicle crash and allow dispatch personnel to respond immediately as new developments occur. P25 and Legacy Interoperability – Unifies coordination and communication across different systems with P25 and legacy interoperability, supporting 700/800 MHz, VHF, UHF R1 frequency bands, and compatible with P25 Phase 1 and Phase 2 infrastructure. Multiple Control Head Options – Supports flexible configuration based on specific needs, with multiple control head options and different wired locations. The APX 6500 Enhanced mobile is compatible with the O2, O3, O5, and O7 control heads, as well as the E5 control head.
The APX 6500 Enhanced mobile is also compatible with the following advanced features and data applications: AES/DES Encryption, Programming over Project 25 (POP25), Text Messaging Over-the-Air Rekeying (OTAR), 12 character RF ID asset tracking, Dual Radio capabilities, Tactical OTAR, and motorcycle mounting capabilities.
Included in this proposal are the following:
136 APX 6500 Enhanced UHF R1 frequency band mobiles for PD 13 APX 6500 Enhanced VHF frequency band mobiles (Single Control Head) for FD 5 APX 6500 Enhanced VHF frequency band mobiles (Dual Control Head) for FD Encryption Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted System Description 1-7
1.5 DESIGN AND IMPLEMENTATION ASSUMPTIONS
New KVL 5000 with the AES and ADP encryptions will be provided. No subscriber programming or modifications are included. Visalia is responsible for providing subscribers that are equipped to handle AES and ADP encryption.
All existing sites or equipment locations will have sufficient space available for the system described as required/specified by R56.
All existing sites or equipment locations will have adequate electrical power (and backup power, if necessary) in the proper phase and voltage and site grounding to support the requirements of the system described by R56.
Any site/location upgrades or modifications are the responsibility of Visalia PD. Approved local, State, or Federal permits as may be required for the installation and operation of the proposed equipment, are the responsibility of Visalia PD. Any required system interconnections not specifically outlined here will be provided by Visalia PD, including but not limited to dedicated phone circuits or microwave links. AIS, IP logging recorder and control stations are excluded in this budgetary and will be proposed separately if needed.
Any necessary demarcation points are defined as the Motorola Solutions-provided equipment. This includes demarcation for the following services:
120VAC/ -48DC Power & Circuits
Backup Power
Grounding
Communication Circuits and backhaul links between sites Where necessary, Visalia PD will provide a dedicated delivery point—such as a warehouse— for receipt, inventory, and storage of equipment prior to delivery to the sites.
Work is performed during normal business hours on non-holidays, Monday – Friday, 8am –5pm.
Union labor and Prevailing Wage labor are not requirements. No performance bond is required.
Encryption Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted Performance Schedule 2-1 SECTION 2
PERFORMANCE SCHEDULE
A final project schedule will be developed based upon mutual agreement between Motorola Solutions and City of Visalia as part of the Detail Design Review (DDR). Motorola Solutions estimates the implementation of the Console Encryption to take approximately 6 months.
Encryption Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted Equipment List 3-1 SECTION 3
EQUIPMENT LIST
BLOCK QTY NOMENCLATURE DESCRIPTION
OP_POS_LIC 1 T8063 MCC 7500 SECURE VPM ALGORITHM UPGRADE FOR KVL 4000
OP_POS_LIC 12 CA00182AB ADD: AES ALGORITHM
OP_POS_LIC 1 T8063 MCC 7500 SECURE VPM ALGORITHM UPGRADE FOR KVL 4000
OP_POS_LIC 1 CA00245AA ADD: ADP ALGORITHM
OP_POS_LIC 1 BLN1304 SECURE OPERATION FIELD-ADD LICENSE KVL5000 1 T8476B KVL 5000
KVL5000 1 CA00182AW ADD: AES ENCRYPTION SOFTWARE
KVL5000 1 CA03358AA ADD: ASTRO 25 MODE
KVL5000 1 CA03467AA
ADD: NORTH AMERICA MICRO USB CHARGER
100/240V
KVL5000 1 CA00243AJ ADD: ADP PRIVACY
KVL5000 1 CB000262A01 CABLE,MICRO USB PROGRAMMING CABLE KVL5000 1 DQUUSBOTG
STARTECH.COM 5IN MICRO USB TO USB OTG
HOST ADAPTER M/F - USB ADAPTER
KVL5000 1 DQPSA1UB1EE
PORTSMITH USB TO ETHERNET RUGGED
ENCAPSULATED FOR ANDROID
KVL5000 1 NNTN7869B ADAPTER,APX SURVEILLANCE KEYLOAD ADAPTER KVL5000 1 TKN8531C CABLE FOR RNC, DIU MGEG
KVL5000 1 HKN6182B CABLE KEYLOADING ADAPTER CGAI
KVL5000 1 PMKN4012B PORTABLE PROGRAMMING CABLE
KVL5000 1 WPLN6904A KEYLOAD CABLE FOR APX7000
KVL5000 1 PMKN4013C PROGRAMMING, TEST & ALIGNMENT CABLE APX7500CON 1 T7936 APX UCM UPGRADE CD
APX7500CON 2 CA00182AR ADD: AES ENCRYPTION SOFTWARE
APX7500CON 1 T7559 DIGITAL CONVENTIONAL
APX7500CON 2 W969BJ ENH: MULTI KEY OPERATION
APX4000 173 H51QDF9PW6 N APX 4000 UHFR1 MHZ MODEL 2 PORTABLE APX4000 173 Q698 ADD: 2.5 INCH BELT CLIP
APX4000 173 Q811 ENH: SOFTWARE P25 CONVENTIONAL
APX4000 173 H869 ENH: MULTIKEY
Encryption Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted Equipment List 3-2 APX4000 173 Q629 ENH: AES ENCRYPTION AND ADP
APX4000 173 H885BK ADD: 3Y ESSENTIAL SERVICE
APX4000 173 PMPN4174A CHGR DESKTOP SINGLE UNIT IMPRES, US/NA APX4000 173 PMMN4062AL
AUDIO ACCESSORY-REMOTE SPEAKER
MICROPHONE,IMPRES RSM, NOISE CANC. EMER
APX6500 136 M25QSS9PW1BN APX6500 ENHANCED UHF R1
APX6500 136 GA00250 ADD: WIFI/GNSS FLEXIBLE CABLE LMR195 APX6500 136 G48 ENH: CONVENTIONAL OPERATION APX6500
APX6500 136 G67DT ADD: REMOTE MOUNT E5 APXM
APX6500 136 G78 ADD: 3Y ESSENTIAL SERVICE
APX6500 136 G618 ADD:CBL REMOTE MOUNT 10 FEET
APX6500 136 B18 ADD: AUXILIARY SPKR 7.5 WATT
APX6500 136 G843 ADD: AES ENCRYPTION APX AND ADP
APX6500 136 G89 ADD: NO RF ANTENNA NEEDED
APX6500 136 G444 ADD: APX CONTROL HEAD SOFTWARE
APX6500 136 G806 ENH: ASTRO DIGITAL CAI OP APX
APX6500 136 GA01670 ADD: APX E5 CONTROL HEAD
APX6500 136 W22 ADD: STD PALM MICROPHONE APX
APX6500 136 W969 ADD: MULTIPLE KEY ENCRYPTION OPERATION APX6500 - UPGRADE 1 T7695 DIGITAL CONVENTIONAL
APX6500 - UPGRADE 46 W969BL ENH: MULTIKEY OPERATION
APX4000 - UPGRADE 1 T7906 DIGITAL CONVENTIONAL
APX4000 - UPGRADE 71 H869CC ENH: MULTIKEY
APX UPGRADE 1 T7936 APX UCM UPGRADE CD
APX UPGRADE 46 CA00182AR ADD: AES ENCRYPTION SOFTWARE
APX UPGRADE 1 T7936 APX UCM UPGRADE CD
APX UPGRADE 71 CA00182AR ADD: AES ENCRYPTION SOFTWARE
APX6000XE 44 H98KGH9PW7BN APX6000 VHF MHZ MODEL 3.5 PORTABLE APX6000XE 44 Q667
ADD: ADP ONLY (NON-P25 CAP COMPLIANT) (US
ONLY)
APX6000XE 44 QA02006 ENH: APX6000XE RUGGED RADIO
APX6000XE 44 Q58 ADD: 3Y ESSENTIAL SERVICE
APX6000XE 44 H35 ADD: CONVENTIONAL OPERATION
APX6000XE 44 QA01427 ALT: IMPACT GREEN HOUSING
APX6000XE 44 Q806 ADD: ASTRO DIGITAL CAI OPERATION
Encryption Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted Equipment List 3-3 APX6000XE 44 PMMN4106D
XE500 HIGH IMPACT GREEN, CHANNEL KNOB,
XTREME TEMPERATURE CABLE
APX6500 13 M25KSS9PW1BN APX6500 ENHANCED VHF
APX6500 13 G48 ENH: CONVENTIONAL OPERATION APX6500
APX6500 13 G78 ADD: 3Y ESSENTIAL SERVICE
APX6500 13 GA01606AA ADD: NO GPS/WI-FI ANTENNA NEEDED
APX6500 13 G618 ADD:CBL REMOTE MOUNT 10 FEET
APX6500 13 B18 ADD: AUXILIARY SPKR 7.5 WATT
APX6500 13 G89 ADD: NO RF ANTENNA NEEDED
APX6500 13 G444 ADD: APX CONTROL HEAD SOFTWARE
APX6500 13 G806 ENH: ASTRO DIGITAL CAI OP APX
APX6500 13 W22 ADD: STD PALM MICROPHONE APX
APX6500 13 G193
ADD: ADP ONLY (NON-P25 CAP COMPLIANT) (US
ONLY)
APX6500 13 G67DU ADD: REMOTE MOUNT O7 APXM
APX6500 13 GA00805 ADD: APX O7 CONTROL HEAD.
APX6500 5 M25KSS9PW1BN APX6500 ENHANCED VHF
APX6500 5 GA00250 ADD: WIFI/GNSS FLEXIBLE CABLE LMR195
APX6500 5 G48 ENH: CONVENTIONAL OPERATION APX6500
APX6500 10 G628 ADD: REMOTE MOUNT CBL 17 FEET
APX6500 5 G78 ADD: 3Y ESSENTIAL SERVICE
APX6500 10 B18 ADD: AUXILIARY SPKR 7.5 WATT
APX6500 5 G89 ADD: NO RF ANTENNA NEEDED
APX6500 5 G444 ADD: APX CONTROL HEAD SOFTWARE
APX6500 5 G806 ENH: ASTRO DIGITAL CAI OP APX
APX6500 10 W22 ADD: STD PALM MICROPHONE APX
APX6500 5 G193
ADD: ADP ONLY (NON-P25 CAP COMPLIANT) (US
ONLY)
APX6500 5 G67DU ADD: REMOTE MOUNT O7 APXM
APX6500 5 GA00092 ADD: APXM DUAL CH
APX6500 5 GA00805 ADD: APX O7 CONTROL HEAD.
APX8000 UPGRADE 1 T8550 DIGITAL CONVENTIONAL
APX8000 UPGRADE 30 H869BX ENH: MULTIKEY
APX8000 UPGRADE 1 T7936 APX UCM UPGRADE CD
APX8000 UPGRADE 30 CA00182AR ADD: AES ENCRYPTION SOFTWARE Encryption Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted Statement of Work 4-1 SECTION 4
STATEMENT OF WORK
Motorola is proposing to City of Visalia Police Department the installation and configuration of the following equipment at the specified locations.
Site Name Major Equipment
City of Visalia PD KVL 5000, Licenses to add encryption to 12 existing VPMs for 2 existing APX 7500 Consolettes
The document delineates the general responsibilities between Motorola and City of Visalia Police Department as agreed to by contract.
4.1 MOTOROLA RESPONSIBILITIES
Motorola’s general responsibilities include the following:
Perform the installation of the Motorola supplied equipment described above Schedule the implementation in agreement with City of Visalia Police Department Coordinate the activities of all Motorola personnel and subcontractors under this contract Installation, optimization, and programming of Key Variable Loader to support console and subscriber encryption
Administer safe work procedures for installation
Acceptance Testing of KVL equipment
Project Management, System Technologist, Post Sale Engineering Support Documentation modifications
NOTE: No subscriber flashes, programming, or implementation is included
4.2 CITY OF VISALIA POLICE DEPARTMENT RESPONSIBILITIES
City of Visalia Police Department will assume responsibility for the installation and performance of all other equipment and work necessary for completion of this project that is not provided by Motorola. General responsibilities for City of Visalia Police Department include the following:
Provide all buildings and equipment shelters required for system installation Insure communications sites meet space, grounding, power, and connectivity requirements for the installation of all equipment.
Obtain site access required for project implementation. Coordinate the activities of all City of Visalia Police Department vendors or other contractors.
Provide Fleetmapping for subscribers.
Load encryption keys into subscribers.
Programming of subscribers.
Encryption Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted Statement of Work 4-2 Installation of mobile radios.
Loading flashes into existing radios.
Encryption Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted Pricing Summary 5-1 SECTION 5
PRICING SUMMARY
5.1 PRICING ENCRYPTION AND SUBSCRIBERS
Description List
KVL 5000 and VPM Encryption
Equipment Price:$26,954
HGAC Discount:($4,452)
$22,502
173 APX4000 UHF R1 Model 2 Portables
Equipment Price:$735,250
HGAC Discount:($192,258)
$542,992
136 APX6500 UHF R1 Mobiles
Equipment Price:$916,912
HGAC Discount: ($241,103)
$675,809
44 APX6000XE VHF Model 3.5 Portables
Equipment Price:$304,260
HGAC Discount: ($78,664)
$225,596
18 APX6500 VHF Mobiles
Equipment Price:$107,557
HGAC Discount: ($28,185)
$79,372
147 AES Encryption Software Upgrades for existing portables and mobiles $102,485
71 Multikey Software Upgrades for existing APX4000 Portables Equipment Price: $29,607
HGAC Discount: ($5,921)
$23,686
46 Multikey Software Upgrades for existing APX6500 Mobiles Equipment Price: $19,182
HGAC Discount: ($3,836)
$15,346
30 Multikey Software Upgrades for existing APX8000 Portables Equipment Price: $12,510
HGAC Discount: ($1,251)
$11,259
XTL/XTS PD and APX 7000 Fire Buy Back Credit (Expires
December 22, 2022) ($200,000)
Integration for Console Encryption $201,148
Estimated Taxes on Equipment Only (8.5%) $144,419
Total $1,844,614
Encryption Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted Pricing Summary 5-2
5.2 PAYMENT TERMS
Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier’s check, or wire transfer drawn on a U.S. financial institution and in accordance with the following milestones.
System Purchase (excluding Subscribers)
1. 50% of the Contract Price due upon shipment of equipment;
2. 50% of the Contract Price due upon Final Acceptance.
If Subscribers are purchased, 100% of the Subscriber Contract Price will be invoiced upon shipment (as shipped).
Overdue invoices will bear simple interest at the rate of ten percent (10%) per annum, unless such rate exceeds the maximum allowed by law, in which case it will be reduced to the maximum allowable rate. Motorola reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola reserves the right to invoice for installations or civil work completed on a site-by-site basis, when applicable.
Encryption Use or disclosure of this budgetary proposal is subject to the restrictions on the cover page.
Motorola Solutions Confidential Restricted Contractual Documentation 6-1 SECTION 6
CONTRACTUAL
DOCUMENTATION
This proposal is subject to the terms and conditions of the Communications System and Services Agreement (CSSA) provided in the following pages.
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1 Communications System and Services Agreement
Motorola Solutions, Inc. (“Motorola”) and _______________________________________ (“Customer”) enter into this “Agreement,” pursuant to which Customer will purchase and Motorola will sell the System and Services, as described below. Motorola and Customer may be referred to individually as a “Party” and collectively as the “Parties.” For good and valuable consideration, the Parties agree as follows:
Section 1 ATTACHMENTS
1.1. EXHIBITS. The Exhibits listed below are exhibits related to the System sale and implementation. These Exhibits are incorporated into and made a part of this Agreement.
Exhibit A “Motorola Software License Agreement”
Exhibit B “Payment”
Exhibit C Technical and Implementation Documents
C-1 “System Description” dated _______________
C-2 “Pricing Summary & Equipment List” dated _______________ C-3 “Implementation Statement of Work” dated _______________ C-4 “Acceptance Test Plan” or “ATP” dated _______________ C-5 “Performance Schedule” dated _______________
Exhibit D “System Acceptance Certificate”
1.2. ADDENDUM (ADDENDA). Customer may elect to purchase professional or subscription services in addition to the System and related services. Any such services will be governed by the terms in the main body of the Agreement and an applicable Addendum containing terms specific to such service. Such Addenda will be labeled with the name of the service being purchased.
1.3 ORDER OF PRECEDENCE. In interpreting this Agreement and resolving any ambiguities: 1) the main body of this Agreement takes precedence over the exhibits (unless otherwise specified in an exhibit), and any inconsistency between Exhibits A through D will be resolved in their li sted order, and 2) The applicable service Addendum will take precedence over the main body of the Agreement and the Exhibits.
Section 2 DEFINITIONS
Capitalized terms used in this Agreement have the following meanings:
“Acceptance Tests” means those tests described in the Acceptance Test Plan. “Addendum (Addenda)” is the title of the document(s) containing a specific set of terms and conditions applicable to a particular service or other offering beyond the Communication System and Syste m implementation services. The terms in the Addendum are applicable only to the specific service or offering described therein.
“Administrative User Credentials” means an account that has total access over the operating system, files, end user accounts and passwords at either the System level or box level. Customer’s personnel with access to the Administrative User Credentials may be referred to as the Administrative User. “Beneficial Use” means when Customer first uses the System or a Subsystem for op erational purposes (excluding training or testing).
“Confidential Information” means all information consistent with the fulfillment of this Agreement that is (i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or samp le form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis of any hardware, software or any component part thereof provided by discloser to
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2 recipient. The nature and existence of this Agreement are considered Confidential Information. Confidential Information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by the discloser by submitting a written document to the recipient with in thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent.
“Contract Price” means the price for the System and implementation Services, excluding applicable sales or similar taxes and freight charges. Further, unless otherwise stated in Exhibit B, “Payment” or the pricing pages of the proposal , recurring fees for maintenance, SUA, or subscription services are not included in the Contract Price.
“Deliverables” means all written information (such as reports, specifications, designs, plans, drawings, analytics, Solution Data, or other technical or business information) that Motorola prepares for Customer in the performance of the Services and is obligated to prov ide to Customer under this Agreement. The Deliverables, if any, are more fully described in the Statement of Work.
“Derivative Proprietary Materials” means derivatives of the Proprietary Materials that Motorola may from time to time, including during th e course of providing the Services, develop and/or use and/or to which Motorola provides Customer access.
“Effective Date” means that date upon which the last Party executes this Agreement.
“Equipment” means the hardware components of the Solution that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List.
“Feedback” means comments or information, in oral or written form, given to Motorola by Customer in connection with or relating to Equipment or Services, during the term of this Agreement.
“Force Majeure” means an event, circumstance, or act that is beyond a Party’s reasonable control, such as an act of God, an act of the public enemy, an act of a government entity, strikes, other labor disturbances, supplier performance, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, riots, or any other similar cause.
“Motorola Software” means software that Motorola or its affiliated companies owns.
“Non-Motorola So ftware” means software that a party other than Motorola or its affiliated companies owns.
“Open Source Software” (also called “freeware” or “shareware”) means software with either freely obtainable source code, license for modification, or permission for free distribution.
“Proprietary Materials” means certain software tools and/or other technical materials, including, but not limited to, data, modules, components, designs, utilities, subsets, objects, program listings, models, methodologies, programs, systems, analysis frameworks, leading practic es and specifications which Motorola has developed prior to, or independently from, the provision of the Services and/or which Motorola licenses from third parties.
“Proprietary Rights” means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know -how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party.
“Services” means system implementation, maintenance, support, subscription, or other professional services provided under this Agreement, which may be fu rther described in the applicable Addendum
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3 and/or SOW.
“Software” (i) means proprietary software in object code format, and adaptations, translations, de - compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the term s of this Agreement.
“Software License Agreement” means the Motorola Software License Agreement (Exhibit A).
“Software Support Policy” (“SwSP” ) means the policy set forth at https://www.motorolasolutions.com/content/dam/msi/secure/services/software_policy.pdf describing the specific technical support that will be provided to Customers under the Warranty Period and during any paid maintenance support period for Motorola Software. This policy may be modified from time to time at Motorola’s discretion.
“Solution” means the combination of the System(s) and Services provided by Motorola under this Agreement.
“Solution Data” means Customer data that is transformed, altered, processed, aggregated, correlated or operated on by Motorola, its vendors or other data sources and data that has been manipulated or retrieved using Motorola know -how to produce value -added content to data consumers, including customers or citizens which is made available to Customer with the Solution and Services.
“Specifications” means the functionality and performance requirements that are described in the Technical and Implementation Documents.
“SUA” or “SUA II” means Motorola’s Software Upgrade Agreement program.
“Subsystem” means a major part of the System that performs specific functions or operations.
Subsystems are described in the Technical and Implementation Documents.
“System” means the Equipment, in cluding incidental hardware and materials, Software, and design, installation and implementation services that are combined together into an integrated system; the System(s) is (are) described in the Technical and Implementation Documents.
“System Acceptance” means the Acceptance Tests have been successfully completed. “System Data” means data created by, in connection with or in relation to Equipment or the performance of Services under this Agreement.
“Warranty Period” for System Hardware, Software, or services related to system implementation means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Unless otherwise stated in the applicable Addendum, Warranty Period for other Services means ninety (90) days from performance of the Service.
Section 3 SCOPE OF AGREEMENT AND TERM
3.1. SCOPE OF WORK. Motorola will provide, install and test the System(s), and perform its other contractual responsibilities to provide the Solution, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement.
3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform
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4 this Agreement, the Parties will agree to an equitable adjustment of the Contract Price or applicable subscription fees, Performance Schedule, or both, and will reflect the adjustment in a change order or Addendum. Neither Party is obligated to perform requested changes unless both Parties execute a written change order.
3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the date of Final Project Acceptance or expiration of the Warranty Period, or completion of the Services, whichever occurs last. The term and the effective date of recurring Services will be set forth in the applicable Addendum.
3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the expiration date of the Agreement, Customer may order additional Equipment or Software, if it is then available. Each purchase order must refer to this Agreement, the expiration date of the Agreement, and must specify the pricing and delivery terms. The Parties agree that, notwithstanding expiration of the Agreement, the applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement, an d payment terms) will govern the purchase and sale of the additional Equipment or Software. Additional or contrary terms in the purchase order will be inapplicable, unless signed by both parties. Title and risk of loss to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within t hirty (30) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through the Motorola Solutions Customer Portal eCommerce Shop, and this Agreement will be the “Underlying Agreement” for those eCommerce transactions rather than the eCommerce Shop Terms and Conditions of Sale. eCommerce Shop registr ation and other information may be found at https://www.motorolasolutions.com/en_us/registration and the shop support telephone number is (800) 814-0601.
3.5. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement . Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement.
3.6. NON-MOTOROLA SOFTWARE. Any Non -Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non -Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor’s rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any k ind regarding Non-Motorola Software. Non -Motorola Software may include Open Source Software.
3.7. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order.
3.8. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a “Priced Options” exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer has th e right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implemen tation schedules, payment terms, maintenance and support provisions, additions to or modifications of the Software License
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5 Agreement, hosting terms, and modifications to the acceptance and warranty provisions.
Section 4 SERVICES
4.1. If Customer desires and Motorola agrees to continue Services beyond the Term, Customer’s issuance and Motorola’s acceptance of a purchase order for Services will serve as an automatic extension of the Agreement for purposes of the continuing Services. Only the terms and cond itions applicable to the performance of Services will apply to the extended Agreement.
4.2. During the Warranty Period, in addition to warranty services, Motorola will provide maintenance Services for the Equipment and support for the Motorola Software pursuant to the applicable maintenance and support Statements of Work. Support for the Motorol a Software will be in accordance with Motorola's established Software Support Policy. Copies of the SwSP can be found at https://www.motorolasolutions.com/content/dam/msi/secure/services/software_policy.pdf and will be sent by mail, email or fax to Customer upon written request. Maintenance Services and support during the Warranty Period are included in the Contract Price. Unless already included in the Contract Price, if Customer wishes to purchase 1) additional maintenance or software support services during the Warranty Period; or 2) continue or expand maintenance, software support, installation, and/or SUA services after the Warranty Period, Motorola will provide the description of and pricing for such s ervices in a separate proposal document. Unless otherwise agreed by the parties in writing, the terms and conditions in this Agreement applicable to maintenance, support, installation, and/or SUA Services, will be included in the Maintenance and Support Addendum, SUA Addendum, the applicable Statements of Work, and the proposal, (if applicable). These collective terms will govern the provision of such Services.
To obtain any such additional Services, Customer will issue a purchase order referring to th is Agreement and the separate proposal document. Omission of reference to this Agreement in Customer’s purchase order will not affect the applicability of this Agreement. Motorola’s proposal may include a cover page entitled “Service Agreement” or “Instal lation Agreement”, as applicable, and other attachments. These cover pages and other attachments are incorporated into this Agreement by this reference
4.3. PROFESSIONAL AND SUBSCRIPTION SERVICES. If Customer purchases professional or subscription Services as part of the Solution, additional or different terms specific to such Service will be included in the applicable Addendum and will apply to those Services. Customer may purchase additional professional or subscription services by issuing a purchase order referencing this Agreement and Motorola’s proposal for such additional services.
4.4. Any information in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer in providing Services under this Agreement or Motorola data viewed, accessed, will remain Motorola’s property, will be deemed proprietary, Confidential Information. This Confidential Information will be promptly returned at Motorola's request.
4.5. TOOLS. All tools, equipment, dies, gauge s, models, drawings or other materials paid for or furnished by Motorola for the purpose of providing Services under this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer’s custo dy or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola’s use without charge and may be removed from Customer’s premises by Motorola at any time without restriction. Upon termination of the contract for any reason, Customer shall return to Motorola all equipment delivered to Customer.
4.6. COVENANT NOT TO EMPLOY. During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering Services under this Agreement. If this provision is found
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6 to be overly broad under applicable law, it will be modified as necessary to conform to applicable law.
4.7. CUSTOMER OBLIGATIONS. If the applicable Statement of Work or Addendum contains assumptions that affect the Services or Deliverables, Customer will verify that they are accurate and complete. Any information that Customer provides to Motorola concerning the Services or Deliverables will be accurate and complete in all material respects. Customer will make timely decisions and obtain any required management approvals that are reasonably necessary for Motorola to perform the Services and its other duties under this Agreement. Unless the Statement of Work states the contrary, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions and Customer-provided information, decisions and approvals described in this paragraph.
4.8. ASSUMPTIONS. If any assumptions or conditions contained in this Agreement, applicable Addenda or Statements of Work prove to be incorrect or if Customer’s obligations are not performed, Motorola’s ability to perform under this Agreement may be impacted and changes to the Contract Price, subscription fees, project schedule, Deliverables, or other changes may be necessary.
4.9. NON-PRECLUSION. If, as a result of the Services performed under this Agreement, Motorola recommends that Customer purchase products or other services, 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 or other laws, regulations, or policies.
4.10. PROPRIETARY MATERIALS. Customer acknowledges that Motorola may use and/or provide Customer with access to Proprietary Materials and Derivative Proprietary Materials. The Proprietary Materials and the Derivative Proprietary Materials are the sole and exclusive property of Motorola and Motorola retains all right, title and interest in and to the Proprietary Materials and Derivative Proprietary Materials.
4.11. ADDITIONAL SERVICES. Any services performed by Motorola outside the scope of this Agreement at the direction of Customer will be considered t o be additional Services which are subject to additional charges. Any agreement to perform additional Services will be reflected in a written and executed change order, Addendum or amendment to this Agreement.
Section 5 PERFORMANCE SCHEDULE
The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance.
Section 6 CONTRACT PRICE, PAYMENT AND INVOICING
6.1. 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 invo ices as received from Motorola and any changes in scope will be subject to the change order process as described in this Agreement. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on inv oices for payment in accordance with this Agreement.
6.2. CONTRACT PRICE. The Contract Price in U.S. dollars is $________________________. If applicable, a pricing summary is included with the Payment schedule in Exhibit B. Motorola has priced the Services, Software, and Equipment as an integrated System. A change in Software or Equipment quantities, or Services, may affect the overall Contract Price, including discounts if applicable. Fees for professional, SUA, and/or subscription services which are not included in the Contract Price may be listed in Exhibit B, the pricing pages of the proposal, or the applicable Addendum.
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7 6.3. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment schedule in Exhibit B. Invoices will be mailed or emailed to Customer pursuant to Section 6.5, Invoicing and Shipping Addresses. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice . Customer will make payments when due in the form of a wire transfer, check, or cashier’s check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola is 36-1115800.
6.4. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre -pay and add all freight charges to the invoices. Title and risk of loss to the Equipment will pass to Customer upon shipment. Title to Software will not pass to C ustomer at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices.
6.5. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address:
Name:______________________________________________________________________________ Address:_____________________________________________________________________________ Phone:______________________________________________________________________________
E-INVOICE. To receive invoices via email:
Customer Account Number:____________________________________________________________ Customer Accounts Payable Email:______________________________________________________ Customer CC(optional) Email: __________________________________________________________
The address which is the ultimate destination where the Equipment will be delivered to Customer is:
Name:______________________________________________________________________________ Address:_____________________________________________________________________________
The Equipment will be shipped to the Customer at the following address (insert if this information is known):
Name:____________________________________________________________________________ __ Address:_____________________________________________________________________________ Phone:______________________________________________________________________________
Customer may change this information by giving written notice to Motorola.
Section 7 SITES AND SITE CONDITIONS
7.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and mounting locations; and access to the worksites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may p erform its duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist Customer in the local building permit process.
7.2. SITE CONDITIONS. Customer will ensure that all work s ites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate:
physical space; air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any apparent deficiencies or non -conformities with th e requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date.
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8 7.3. SITE ISSUES. If a Party determines that the sites identified in the Te chnical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, the Parties will prompt ly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order.
Section 8 TRAINING
Any training to be provided by Motorola to Customer will be described in the applicable Statement of Work.
Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover these additional costs.
Section 9 SYSTEM ACCEPTANCE
9.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan.
9.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certifica te. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the fai lure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule.
9.3. BENEFICIAL USE. Customer acknowledges th at Motorola’s ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola’s prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System.
9.4. FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate.
Section 10 REPRESENTATIONS AND WARRANTIES
10.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola’s control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; or
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9 Customer changes to load usage or configuration outside the Specifications.
10.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes beyond Motorola’s control, this warranty expires eighteen (18) months after the shipment of the Equipment.
10.3. SOFTWARE WARRANTY. Except as described in the SwSP and unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Software in accordance with the warranty terms set forth in the Software License Agreement and the provisions of this Section that are applicable to the Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes beyond Motorola’s control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. Nothing in this Warranty provision is intended to conflict or modify the Software Support Policy. In the event of an ambiguity or conflict between the Software Warranty and Software Support Policy, the Software Support Policy governs.
10.4. EXCLUSIONS TO EQUIPMENT AND SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipm ent or Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer’s failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of th e Equipment; and (vii) normal or customary wear and tear.
10.5. SERVICE WARRANTY. During the Warranty Period, Motorola warrants that the Services will be provided in a good and workmanlike manner and will conform in all material respects to the applicabl e Statement of Work. Services will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. Customer acknowledges that the Deliverables may contain recommendations, suggestions or advice from Motorola to Customer (collectively, “recommendations”). Motorola makes no warranties concerning those recommendations, and Customer alone accepts responsibility for choosing whether and how to implement the recommendations and the results to be realized from implementing them.
10.6. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid Equipment or Software warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equi pment or Motorola Software. These actions will be the full extent of Motorola’s liability for the warranty claim. In the event of a valid Services warranty claim, Customer’s sole remedy is to require Motorola to re -perform the non - conforming Service or to refund, on a pro -rata basis, the fees paid for the non -conforming Service. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola’s the n current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola.
10.7. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System or Services for commercial, industrial, or governmental use only, and are not assignable or transferable.
10.8. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMP LETE
WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS
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10 AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL
OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABI LITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
Section 11 DELAYS
11.1. FORCE MAJEURE. Neither Party will be liable for its non -performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule or applicable Addenda for a time period that is reasonable under the circumstances.
11.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment schedule as if no delay occurred; and the Parties will exe cute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan.
Section 12 DISPUTES
The Parties will use the following procedure to address any dispute arising under this Agreement (a “Dispute”).
12.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State in which the System is installed.
12.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute (“Notice of Dispute”). The Parties will attempt to resolve the Dispute promptly through good fai th negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation.
12.3. MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party (“Notice of Mediation”). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authorit y to settle the Dispute.
12.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement.
12.5. CONFIDENTIALITY. All communications pursuant to subsections 12.2 and 12.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution proc edures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either
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11 Party.
Section 13 DEFAULT AND TERMINATION
13.1. DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by giving th e non-performing Party a written and detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party tha t it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer’s cure plan.
13.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section
13.1, unless otherwise agreed in writing, the non -defaulting Party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non - defaulting Party any of its Confidential Information. If Customer is the non-defaulting Party, terminates this Agreement as permitted by this Section, and completes the System through a third Party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the S ystem to a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price.
Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges. In the event Customer elects to term inate this Agreement for any reason other than default, Customer shall pay Motorola for the conforming Equipment and/or Software delivered and all services performed.
Section 14 INDEMNIFICATION
14.1. GENERAL INDEMNITY BY Motorola. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Cu stomer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notice of any claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This Section sets forth the full extent of Motorola’s general indemnification of Customer from liabilities that are in any way related to Motorola’s performance under this Agreement.
14.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This Section sets forth the full extent of Customer’s general indemnification of Motorola from liabilities that are in any way related to Customer’s performance under this Agreement.
14.3. PATENT AND COPYRIGHT INFRINGEMENT.
14.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third -party claim alleging that the Equipment manufactured by Motorola or the Mot orola Software (“Motorola Product”) directly infringes a United States patent or copyright (“Infringement Claim”). Motorola’s duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Mo torola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In a ddition to Motorola’s obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer
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12 by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim.
14.3.2 If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify th e Motorola Product so that it becomes non -infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards.
14.3.3 Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordan ce with Customer’s designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola’s liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer’s revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product.
14.3.4. This Section 14 provides Customer’s sole and exclusive remedies and Motorola’s entire liability in the event of a n Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 14 are subject to and limited by the restrictions set forth in Section 15.
Section 15 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or implementation and other one-time Services with respect to which losses or damages are claimed. With respect to all subscription or other ongoing Services and unless as otherwise provided under the applicable Addenda, Motorola’s total liability will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Services preceding the incident giving rise to the claim. ALTHOUGH THE PARTIES
ACKNOWLEDGE THE POSSIBILITY OF SU CH LOSSES OR DAMAGES, THEY AGREE THAT
MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS, INCONVENIENCE, LOSS OF USE, LOSS TIME, DATA, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL,
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELA TED TO OR ARISING
FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account.
Section 16 CONFIDENTIALITY AND PROPRIETARY RIGHTS
16.1. CONFIDENTIAL INFORMATION.
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13 16.1.1. Each party is a disclosing party (“Discloser”) and a receiving party (“Recipient”) under this Agreement. All Deliverables will be deemed to be Motorola’s Confidential Information. During the term of this Agreement and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential Information to only those employees (including, but not limited to, employees of any whol ly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must be directly involved with the Confidential Information for the purpose and who are bound by confidentiality terms substan tially similar to those in this Agreement; (iii) not copy, reproduce, reverse engineer, decompile, or disassemble any Confidential Information; (iv) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (v) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (vi) only use the Confidential Information as needed to fulfill this Agreement.
16.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can demonstrate by documentation (i) is now available or becomes available to the public without breach of this agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to such disclosure; or (v) is independently developed by Recipient without the use of any of Discloser’s Confidential Information or any breach of this Agreement.
16.1.3. All Confidential Information remains the property of the Discloser and will not be copied or reproduced without the express written permission of the Discloser, except for copies that are absolutely necessary in order to fulfill this Agreement. With in ten (10) days of receipt of Discloser’s written request, Recipient will return all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However , Recipient may retain one (1) archival copy of the Confidential Information that it may use only in case of a dispute concerning this Agreement. No license, express or implied, in the Confidential Information is granted other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. The Discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement.
16.2. PRESERVATION OF MOTOROLA’S PROPRIETARY RIGH TS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not g rant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola’s Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner.
16.3 VOLUNTARY DISCLOSURE. Except as required to fulfill its obligations under this Agreement, Motorola will have no obligation to provide Customer with access to its Confidential Information and/or proprietary information. Under no circumstances will Moto rola be required to provide any data related to cost and pricing.
16.4 DATA AND FEEDBACK.
16.4.1 To the extent permitted by law, Customer owns all right, title and interest in System Data created
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14 solely by it or its agents (hereafter, “Customer Data” ), and grants to Motorola the right to use, host, cache, store, reproduce, copy, modify, combine, analyze, create derivatives from, communicate, transmit, publish, display, and distribute such Customer Data.
16.4.2 Motorola owns all right, title and int erest in data resulting from System Data that is or has been transformed, altered, processed, aggregated, correlated or operated on (hereafter, “Derivative Data”).
16.4.3 Any Feedback given by Customer is and will be entirely voluntary and, even if designated as confidential, will not create any confidentiality obligation for Motorola. Motorola will be free to use, reproduce, license or otherwise distribute and exp loit the Feedback without any obligation to Customer.
Customer acknowledges that Motorola’s receipt of the Feedback does not imply or create recognition by Motorola of either the novelty or originality of any idea. The parties further agree that all fixes, modifications and improvements made to Motorola products or services conceived of or made by Motorola that are based, either in whole or in part, on the Feedback are the exclusive property of Motorola and all right, title and interest in and to such fixes , modifications or improvements to the Motorola product or service will vest solely in Motorola.
Section 17 GENERAL
17.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will sen d an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within thirty (30) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal p roperty tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth.
17.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may as sign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a “Separated Business”), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a “Separation Event”), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.
17.3. WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power.
17.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement inv alid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect.
17.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority
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15 to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind.
17.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be cons trued as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party.
17.7. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt.
17.8. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System.
Customer will obtain and comply with all Federal Communications Commission (“FCC”) licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in F CC or other matters.
17.9 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an evolving technological area and therefore, laws and regulations regarding Services and use of Solution may change. Changes to existing Services or the Solution required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services.
17.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party.
17.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. If applicable to the type of System purchased by Customer, Motorola will provide Customer with Administrative User Credentials . Customer agrees to only grant access to the Administrative User Credentials to those personnel with the training and experience to correctly use them. Customer is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer may be asked to provide valid Administrative User Credentials when in contact with Motorola System support personnel. Customer understands that changes made as the Administrative User can significantly impact the performance of the System. Customer agrees that it will be solely responsible for any negative impact on the System or its users by any such changes. System issues occurring as a result of changes made using the Administrative User Credentials may impact Motorola’s ability to perform Services or other obligations under the Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will be entitled to bill Customer and Customer will pay Motorola on a time and material s basis for resolving the issue.
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16 17.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.5 (Motorola Software); Section 3.6 (Non -Motorola Software); if any payment obligations exist, Sections 6.2 and 6.3 (Contract Price and Invoicing and Payment); Subsection
10.8 (Disclaimer of Implied Warranties); Section 12 (Disputes); Section 15 (Limitation of Liability); and Section 16 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 17.
17.13. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a wr itten instrument signed by authorized representatives of both Parties.
The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement , even if a representative of each Party signs that document.
The Parties hereby enter into this Agreement as of the Effective Date.
Motorola Solutions, Inc. Customer
By: ______________________________ By: ______________________________
Name: ___________________________ Name: ____________________________
Title: ____________________________ Title: _____________________________
Date: ____________________________ Date: _____________________________
Exhibit A
MOTOROLA SOFTWARE LICENSE AGREEMENT
This Exhibit A Motorola Software License Agreement ("Agreement") is between Motorola Solutions, Inc., (“Motorola"), and ______________________________________ (“Licensee”).
For good and valuable consideration, the parties agree as follows:
Section 1 DEFINITIONS
1.1 “Designated Products” means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use.
1.2 “Documentation” means product and softwar e documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided).
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17 1.3 “Open Source S oftware” means software with either freely obtainable source code, license for modification, or permission for free distribution.
1.4 “Open Source Software License” means the terms or conditions under which the Open Source Software is licensed.
1.5 “Primary Agreement” means the agreement to which this exhibit is attached.
1.6 “Security Vulnerability” means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged.
1.7 “Software” (i) means proprietary software in object code format, and adaptations, translations, de - compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a th ird party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement.
Section 2 SCOPE
Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary software or products containing embedded or pre -loaded proprietary software, or both. This Agreement contains the terms and conditions of the lic ense Motorola is providing to Licensee, and Licensee’s use of the proprietary software and affiliated documentation.
Section 3 GRANT OF LICENSE
3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorol a grants to Licensee a personal, limited, non -transferable (except as permitted in Section 7) and non - exclusive license under Motorola’s copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Softw are, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code.
3.2. If the Software licensed under this Agreement contains or is derived fro m Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee’s use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license g rants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; and (ii) identify the Open Source Software (or specify where that license may be found).
3.3 TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED
WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES
EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT
SUPERSEDES THE SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT.
Section 4 LIMITATIONS ON USE
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18 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement.
4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back -up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software.
4.3. Unless otherwise authorized by Motorola in writing, Licensee will not , and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device.
Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on whic h the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued.
4.4 Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with thi s Agreement. Motorola or an independent third party (“Auditor”) may inspect Licensee’s premises, books and records, upon reasonable prior notice to Licensee, during Licensee’s normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement.
Section 5 OWNERSHIP AND TITLE
Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade sec rets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de -compilations, disassemblies, emulations to or deriva tive works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola’s processes or, provision of information services). No rights are granted to Licensee under this Agreement by implicati on, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights.
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19 Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY
6.1. Unless otherwise stated in the P rimary Agreement, the commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreemen t, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee’s use of the Software or the Designated Products w ill be uninterrupted, error - free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee’s particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. Notwithstanding, any warranty provided by a copyright owner in its standard license terms will flow through to Licensee for third party software provided by Motorola.
6.2 Motorola’s sole obligation to Licensee and Li censee’s exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola’s option, Motorola will replace the defective Software with functionally -equivalent Software, license to Licensee substitut e Software which will accomplish the same objective, or terminate the license and refund the Licensee’s paid license fee.
6.3. Warranty claims are described in the Primary Agreement.
6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non -infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by co urse of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation.
Section 7 TRANSFERS
Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola’s consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than CPS and Motorola's FL ASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a tran sfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement.
Section 8 TERM AND TERMINATION
8.1 Licensee’s right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola.
8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been remo ved or deleted from the Designated Products and
Communication System and Services Agreement v.2.9.2021
20 that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee.
8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government).
Section 9 Commercial Computer Software
9.1 This Section 9 only applies to U.S. Government end users. The Software, Documentation and updates are commercial items as that term is defined at 48 C.F.R. Part 2.101, consisting of “commercial computer software” and “computer software documentation” as such terms are defined in 48 C.F.R. Part 252.227 - 7014(a)(1) and 48 C.F.R. Part 252.227 -7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48 C.F.R. Part 227.7202, as applicable. Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227 -7015, 48 C.F.R.
Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, the Software, Documentation and Updates are distributed and licensed to U.S. Government end users: (i) only as commercial items, and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions contained herein.
9.2 If Licensee is licensing Software for end use by the United States Government or a United States Government agency, Licensee may transfer such Software license, but only if: (i) Licensee transfers all copies of such Software and Documentation to such United States Government entity or interim transferee, and (ii) Licensee has first obtained from the transferee (if applicable) and ultimate end user an enforceable end user license agreement containing restrictions substantially identical to the ones contained in t his Agreement. Except as stated in the foregoing, Licensee and any transferee(s) authorized by this subsection
9.2 may not otherwise use or transfer or make available any Motorola software to any third party nor permit any party to do so.
Section 10 CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain Motorola’s valuable proprietary and Confidential Information and are Motorola’s trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply.
Section 11 LIMITATION OF LIABILITY
The Limitation of Liability provision is described in the Primary Agreement.
Section 12 NOTICES
Notices are described in the Primary Agreement.
Section 13 GENERAL
13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software.
13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including
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21 export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re -export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement.
13.3 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an evolving technological area and therefore, laws and regulations regarding Services and use of Solution may change. Changes to existing Services or the Solution required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the price for Services.
13.4. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee.
13.5. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contr acts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under thi s Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA.
13.6. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreeme nt. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement.
13.7. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement.
13.8. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter.
13.9. SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement.
Exhibit B
PAYMENT
Communication System and Services Agreement v.2.9.2021
22 Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier’s check, or wire transfer drawn on a U.S. financial institution. If Customer has purchased additional Professional or Subscription services, payment will be in accordance with the applicable addenda. Payment for the System purchase will be in accordance with the following milestones.
System Purchase (excluding Subscribers, if applicable)
1. 50% of the Contract Price due upon shipment of equipment;
2. 50% of the Contract Price due upon Final Acceptance.
If Subscribers are purchased, 100% of the Subscriber Contract Price will be invoiced upon shipment (as shipped).
Motorola shall make partial shipmen ts of equipment and will request payment upon shipment of such equipment. In addition, Motorola shall invoice for installations completed on a site -by-site basis or when professional services are completed, when applicable. The value of the equipment ship ped/services performed will be determined by the value shipped/services performed as a percentage of the total milestone value. Unless otherwise specified, contract discounts are based upon all items proposed and overall system package. For invoicing purposes only, discounts will be applied proportionately to the FNE and Subscriber equipment values to total contract price. Overdue invoices will bear simple interest at the maximum allowable rate by state law.
For Lifecycle Support Plan and Subscription Based Services:
Motorola will invoice Customer annually in advance of each year of the plan.
The chart below outlines the hourly labor rates for Motorola System Integration resources to be used. The staffing requirements shall be multiplied by the appropriate rate per resource in the table below. The hourly labor rates are fully burdened. The hourly rates per resource type and level are listed in Table 1.
These rates apply to ordinary days and times (Monday to Friday during the hours 8am to 5pm). Additional surcharges may apply to work done outside these timeframes. The minimum charge for any resource will be 4 hours.
Travel expenses are not included in these rates and may be charged separately. The qualifications of each type and level of resource are defined in the tables found at
https://www.motorolasolutions.com/content/dam/msi/secure/services/labor-rates-exhibit-160408.pdf. All Motorola System Integration personnel assigned to this project will be classified according these levels. Project Administrative roles are varied and their specific duties and qualifications will be determined by the complexity and requirements of each project.
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23 EXHIBIT D
System Acceptance Certificate
Customer Name: ______________________________________________________
Project Name: ________________________________________________________
This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that:
1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed.
2. The System is accepted.
Customer Representative: Motorola Representative:
Signature: ____________________________ Signature: ____________________________ Print Name: ___________________________ Print Name: ___________________________ Title: ________________________________ Title: ________________________________ Date: ________________________________ Date: ________________________________
FINAL PROJECT ACCEPTANCE:
Motorola has provided and Customer has received all deliverables, and Motorola has performed al l other work required for Final Project Acceptance.
Customer Representative: Motorola Representative:
Signature: ____________________________ Signature: ____________________________ Print Name: ___________________________ Print Name: ___________________________ Title: ________________________________ Title: ________________________________ Date: ________________________________ Date: ________________________________