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SECTION S
COMMUNIU`�ATIONS
AGREEMENT
Communications System Agreement
Motorola Solutions, Inc. ("Motorola"),through its subsidiary, CailWorks, Inc. ("ECW") and The City of Atascadero
Police Department enter into this "Agreement," pursuant to which Customer will purchase and Motorola will sell
the System, as described below. The names Motorola and CallWorks may be used interchangeably herein.
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 EXHIBITS
The exhibits listed below are incorporated into and made a part of this Agreement. in interpreting this Agreement
and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any
inconsistency between Exhibits A through F will be resolved in their listed order.
G
Exhibit "Software License Agreement'
Exhibit B "Payment Schedule"
Exhibit C The Motorola Proposal dated August 1.2017(the "Proposal"), which includes among other things
the following Technical and Implementation Documents as applicable
C-1 "System Description"Reference Section 2.1 of the Proposal
C-2 "Equipment List"Reference Section 2.13 of the Proposal
C-3 "Statement of Work'Reference Section 3 of the Proposal
C-4 "Acceptance Test Plan" or"ATP"Reference Section 6 of the Proposal
C-5 "Performance Schedule"
Exhibit D Maintenance and Support n Terms
Exhibit E Maintenance Statement(s)of Work Reference Section 4 of the Proposal
Exhibit F "System Acceptance Certificate"
Section DEFINITIONS ,
Capitalized terms used in this Agreement have the following meanings:
"Acceptance Tests" means those tests described in the Acceptance Test Pian.
"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 Ilse" means when Customer first uses the System or a Subsystem for operational 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 sample form, being clearly
designated or marked as confidential or its equivalent. . Confidential information that is disclosed orally must be
identified as confidential at the time of disclosure and confirmed by the discloser by submitting a written document
to the recipient within thirty(30) days after such disclosure. The written document must contain a summary of the
City of Alascadero Police Department,Californa August 1,2017 Revised October 23,2017
CallWorks Use or disclosure of this proposal is subject
0000-78387 to the restrictions on the cover page.
Motorola Solutions Confidential Restricted Communications System Agreement 8-1
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 Services, excluding applicable sales or similar taxes.
"Deliverables" means all written information (such as reports, specifications, designs, plans, drawings, or other
technical or business information) that Motorola prepares specifically for Customer and is obligated to provide to
Customer under this Agreement. The Deliverables, if any,are more fully described in the Statement of Work.
"Derivative Proprietary Materials"means derivatives of the Proprietary Materials that Motorola may from time to
time develop or use, 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.
"Force Majeure" means an event, circumstance, or act.of a third party that is beyond a Party's reasonable
control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor
disturbances, hurricanes, earthquakes,fires, floods, epidemics, embargoes,war, and riots).
"Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the
ECW Software directly infringes a United States patent or copyright.
"ECW Software" means software that ECW or its affiliated companies owns.
"Non-ECW Software" means software that a party other than ECW or its affiliated companies owns.
t '
"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 data, modules,
components, designs, utilities, subsets, objects, program listings, models, methodologies, programs, systems,
analysis frameworks, leading practices and specifications which Motorola or ECW has developed or which
Motorola or ECW 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 or ECW under this Agreement and any corrections, bug fixes,
enhancements, updates or modifications to or derivative works from the Software whether made by Motorola,
ECW or another party.
"Services" means the services provided under this Agreement which are further described in the applicable
SOW.
"Software" means the ECW Software and Non-ECW Software, including all modifications, enhancements, new
versions or new releases, in object code format that is furnished with the System or Equipment or provided to
enable Services.
"Solution"means the combination of the System(s)and Services provided by Motorola under this Agreement.
"Specifications" means the functionality and performance requirements that are described in the Technical and
Implementation Documents.
"Subsystem" means a major part of the System that performs specific functions or operations. Subsystems are
described in the Technical and implementation Documents.
August 1,2017 Revised October 23,2017 City of Alascadero police Department,Californa
Use or disclosure of(his proposal is subject CallWorks
to the restrictions on the cover page, 0000.78387
8-2 Communications System Agreement Motorola Solutions Confidential Restricted
"System" means the Equipment, including incidental hardware and materials, Software, and design, installation
and implementation services that are combined together into an integrated system; the System is described in the
Technical and Implementation Documents.
"System Acceptance" means the Acceptance Tests have been successfully completed.
"Warranty Period" for Equipment and ECW Software means one (1) year from the date of System Acceptance
or Beneficial Use,whichever occurs first.
Section 3 SCOPE OF AGREEMENT AND TERM
3.1. SCOPE OF WORK. Motorola will provide, install and test the System, 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 this Agreement, the
Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect
the adjustment in a change order. 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
expiration of the Warranty Period.
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,
and 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
thirty (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 Motorola
Online ("MOL"), and this Agreement will be the "Underlying Agreement" for those MOL transactions rattler than
the MOL On-Line Terms and Conditions of Sale. MOL registration and other information, may be found at
https://businessonline.motorolasolutions.com and the MOL telephone number is(800)814-0601. 1
3.6. ECW SOFTWARE. Any ECW Software, including subsequent releases, is licensed to Customer solely in
accordance with the Software License Agreement in Exhibit A ("Software License Agreement"). Customer hereby
accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement.
3.7. NON-ECW SOFTWARE. Any Non-ECW 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 or ECW the right to sublicense the,Non-ECW 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 concerning the copyright owner's Software. Motorola or ECW makes no
representations or warranties of any kind regarding Non-ECW Software. Non-ECW Software may include Open
Source Software.
3.8. 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.
City of Alascadero Police Department.Californa August 1,2017 Revised October 23,2017
callworks Use or disclosure of this proposal is subject
0000-78387 to the restrictions on the cover page.
Motorola Solutions Contidentiat Restricted Conmrc+rricalions System Agreement 8-3
Section 4 SERVICES
4.1 MAINTENANCE AND SUPPORT SERVICES. During the Warranty Period, in addition to warranty
services, Motorola will provide maintenance Services for•the Equipment and support for the ECW Software
pursuant to the Statement of Work set forth in Exhibit E, and these maintenance and support Services during the
Warranty Period are included in the Contract Price. Maintenance and support services to be provided after the
Warranty Period will be covered by the Maintenance and Support terms in Exhibit D, the applicable Statement of
Work set forth in Exhibit E,and the pricing as set forth in the Proposal. .
4.2 • . SUBSCRIPTION SERVICES. if Motorola provides any of the Software on a "software as a service"
subscription basis, different terms and conditions apply. Those terms and conditions will be provided.
4.3 CUSTOMER OBLIGATIONS. if the Statement of Work contains assumptions that affect the Services or
Deliverables, Customer will verify.thati 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, mollify; or
provide advice concerning,any assumptions and Customer-provided information, decisions and approvals
described in this paragraph.
4.4 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 who retains all right, title and
interest in and to the Proprietary Materials and Derivative Proprietary Materials.
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. CONTRACT PRICE. The Contract Price in U.S, dollars is$212,448.67.,If applicable, a pricing summary
is.inciuded with the Payment Schedule. =
6.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment
Schedule. 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. For reference, the Federal Tax Identification"Number for Motorola Solutions, inc. is 36-
1115800.
6.3. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the
invoices. Title to the Equipment will pass to Customer upon slilpment. Title to Software will not pass to Customer
at any time. Risk of loss will pass to Customer upon delivery of the Equipment to the Customer. Motorola will
pack and ship all Equipment in accordance with good commercial practices.
6.4. INVOICING AND SHIPPING ADDRESSES. Invoices'will be sent to the Customer at the following
address:
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August 1,2017 Revised October 23,2017 City of Atascadero Police Department.Californa
Use or disclosure of[his proposal is subject Callworks
to the restrictions on the cover page. 0000.70387
8-4 Conrrtrunications System Agreement Motorola Solutions Confidential Restricted
The address which is the ultim to destina' here fhbuipment wit'be deliver d to Customer is:
The Equipment will be shipped to the�Customer at the following address(insert if this information is known):
Customer rliay 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 work sites or vehicles identified in the Technical and implementation Documents as reasonably
requested by Motorola so that it may perform its duties in accordance with the Performance Schedule,--and
Statement of Work.
7.2. SITE CONDITIONS. Customer,will ensure;that all work sites if 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 worksite and advise Customer of
any apparent deficiencies or non-conformities with the requirements of this Section.
7.3. SITE ISSUES. if a Party determines that the sites identified in the Technical and Implementation
Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent
conditions of any site differ from those indicated in the Technical and implementation Documents, the Parties will
promptly 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 Statement of Work. Customer will
notify Motorola immediately if a date change for a scheduled training program is required.
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 Certificate. 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 failure. If Customer does not
provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System
City of Atascadero Police Department.Californa August 1.2017 Revised October 23,2017
CallWorks Use or disclosure of this proposal is subject
0000-78387 to the restrictions on the cover page.
Molorola.Solutions ConfidenthU Restricted Conrnuarications System Agreement 8-5
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. 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; or Customer changes to load usage or
configuration outside the Specifications.
10.2 EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under
normal use and service will be free from material defects in materials and workmanship.
10.3 SOFTWARE WARRANTY. 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 10 that are applicable to the Software.
10.4. EXCLUSIONS TO EQUIPMENT AND SOFTWARE WARRANTIES. These warranties do not apply to: (i)
defects or damage resulting from: use of the Equipment or Software in other than its normal, customary, and
authorized manner; accident, liquids, neglect, 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) batteries (because they carry their own
separate limited warranty) or consumables; (iii) scratches or other cosmetic damage to Equipment surfaces that
does not affect the operation of the Equipment; and (iv)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 workman like manner and will conform in all material respects to the applicable Statement of Work.
Services will be free of defects in materials and workmanship for a period of ninety (90) days from the date the
performance of the Services is 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 ECW Software, replace it with the same or
equivalent product, or refund the price of the defective Equipment or ECW 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
August 1,2017 Revised October 23,2017 City of Atascadero Police Department,Californa
Use or disclosure of this proposal is subject CaliWorks
to the restrictions on the cover page. 0000.78387
8-6 Communications System Agreement Motorola Solutions Confidential Restricted
fees paid for the non-conforming Service. 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 to the original user
purchasing the System or Services for commercial, industrial, or governmental use only, and are not assignable
or transferable.
10.8 DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE
WARRANTIES FOR THE EQUIPMENT AND ECW SOFTWARE PROVIDED UNDER THIS 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
MERCHANTABILITY, 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 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, the Parties will execute a change order to extend the
Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of
the delay.
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 faith
negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute
and who are at a higher level of management than the 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 authority 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 procedures will not be
construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party.
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Callworks Use or disclosure of this proposal is subject
0000-78387 to the restriclions on the cover page.
Motorola Solutions Confidential Restricted Corurrrunicafions System Agreement 8-7
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 the 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 that it approves the 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 System to a capability not exceeding that
specified in this Agreement less the unpaid portion of the Contract Price. Customer will mitigate damages and
provide Motorola with detailed invoices substantiating the charges.
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 Customer to the extent it is caused by the negligence of
Motorola, ECW, their 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. Notwithstanding the above, Motorola shall be classified as a service provider as defined by the
Next Generation 9-1-1 Advancement Act of 2012 ("NG911 Act") and therefore is entitled to the immunity
protections granted under the N691 Act.
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 ECW Software ("ECW 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; Motorola 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 addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all
damages finally awarded against Customer by a court of competent jurisdiction for an infringement Claim or
agreed to, in writing, by Motorola in settlement of an Infringement Claim.
14.3.2 If an infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and
expense: (a) procure for Customer the right to continue using the ECW Product; (b) replace or modify the ECW
August 1.2017 Revised October 23,2017 City of Alascadero Police Department,californa
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8-8 Communications System Agreement Motorola Solutions ConfidentialReshicted f,
Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the
return of the ECW Product and grant Customer a credit for the ECW 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 ECW 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
ECW Product; (c) ECW Product designed or manufactured in accordance with Customer's, designs,
specifications, guidelines or instructions, if the alleged infringement would not have occurred without such
designs, specifications, guidelines or instructions; (d) a modification of the ECW Product by a party other than
Motorola; (e) use of the ECW Product in a manner for which the ECW 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 ECW Software that is intended to correct the claimed Infringement.
14.3.4 This Section 14 provides Customer's sole and exclusive remedies and Motorola's entire liability in the
event of an Infringement Claim. Customer has no right to 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, regardless of the cause of action or theory of liability,
will be limited to the direct damages recoverable under law, but not to exceed the Contract Price. With respect to
annual Services such as maintenance and subscription Services, Motorola's total liabilityi 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 SUCH
LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL
LOSS, INCONVENIENCE, LOSS OF USE, LOSS TIME, DATA, SAVINGS; OR OTHER SPECIAL, INCIDENTAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED 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.
Section 16 CONFIDENTIALITY AND PROPRIETARY RIGHTS
16.1 CONFIDENTIAL INFORMATION.
16.1.1 Each Party is a disclosing party ("Discloser") and a receiving party ("Recipient") under this Agreement. All
Deliverables will be deemed to be Motorola's 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; (ij) restrict disclosure of Confidential Information to only those
employees (including, but not limited to, employees of any wholly owned subsidiary, a parent company,any other
wholly owned 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 substantially similar to
those in this Agreement; (iii) not copy, reproduce, reverse engineer, de-compile or disassemble any Confidential
Information; (jv) 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 In€ormation; (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 (1) is now available or becomes available to the public without breach of this
City of Atascadero Police Department,Californa August 1,2017 Revised October 23,2017
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0000-78587 to the restrictions on the cover page.
Motorola Solutions Contdentiar Restricted Communications System Agreement 8-9
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. Within ten (10) days of receipt of Discloser's•written request, Recipient will-return all
Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such
Confidential Information has been destroyed. However, Recipient may retain one (1) archival copy of the
Confidential Information that it 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 RIGHTS. Motorola and ECW, the third party
manufacturer of any Equipment, and the•copyright owner of any Non-ECW 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 grant 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 attemptto reverse engineer,
derive source code or create derivative works from, adapt, translate, merge with other_soft ware, 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 or trade secrets.
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. 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 assign this Agreement to any of its
affiliates, as part of a major.-corporate restructuring (such as an acquisition or a merger), or its right to receive
payment without the prior consent of Customer. 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 invalid or
unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect.
17.5 INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an
independent contractor. The Parties and their personnel will not be considered to be employees or agents of the
August 1,2017 Revised October 23.2017 City of Atascadero Police Department,Californa
Use or disclosure of this proposal is subject CallWorks
to the restrictions on the,coverpager 0000-78387
8-10 Cornrrrunicafions Systenr Agreenrerti Motorola Solutions Conlidenliar Reslricled QD
other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make
commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint
venture, partnership or formal business organization of any kind.
17.6 HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only
for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the
particular section to which the:heading refers. This Agreement will be fairly interpreted in accordance with its
terms and conditions and not for or against either Party.
17.7 NOTICES. Notices required under this Agreement to be given by one Party to the other must be in
writing and either personally delivered or sent to the address shown below by certified mail, return receipt
.requested and postage prepaid (or by a recognized courier service, such as Federal Express or UPS),and will be
effective upon receipt:
Motorola Solutions, Inc. City of Atasca erq_Police Department
Attn: Attn: e-_64I },
2 Pe9 VJ
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 CFCC') licenses and authorizations required
for the installation, operation and use of the System before the scheduled installation of the Equipment.
17.9 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.
17.10 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.
17.11 SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this
Agreement for any reason: Section 3.6 (ECW Software); Section 3.7 (Non-ECW Software); if any payment
obligations exist, Sections 6.1 and 6.2 (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.
17.12 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 written instrument signed
by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer
purchase or purchase order, acknowledgment or other form will not be considered an amendment or modification
of this Agreement, even if a representative of each Party signs that document.
City of Alascadero Police Department.Californa August 1,2017 Revised October 23.2017
CallWorks use or disclosure of this proposal is subject
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Motorola Solutions Confidential Restricted Communications System Agreement 8-11
Exhibit A
SOFTWARE LICENSE AGREEMENT
This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc., ("Motorola"), and
the City of Atascadero Police Department-("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 software 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).
1.3 "Open Source Software" 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 third party supplier. The term "Software" does not include any third
party software provided under separate license or third party software not licensable under the terms of this
Agreement.
Section 2 SCOPE
MOTOROLA and Licensee enter into this Agreement in connection 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 license MOTOROLA is providing to Licensee, and Licensee's
use of the proprietary software and related documentation.
Section 3 GRANT OF LICENSE
3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, MOTOROLA
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 Software, 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 from Open Source Software, the
terms and conditions governing the use of such Open Source Software are in the Open Source Software
City of Atascadero Police Department.Cafifoma August 1,2017 Revised October 23,2017
callworks Use or disclosure of this proposal is subject
0000-78387 to the restrictions on the cover page.
Motorola Solutions Confidential Restricted Communications System Agreement 8-13
The Parties hereby enter into this Agreement as of the Effective Date.
Motorola Solutions,Inc. City of At adero Police Department
Na e: r Name: C:
Title: V1
Title: Cr �F of
Date: Una iLl 11 Date:
I �
August 1,2017 Revised October 23.2017 City of Atascadero Police Department,Californa
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8-12 Communications System Agreement Motorola Solutions Confidential Restricted
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 grants 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 and provide Licensee a copy of the applicable Open
Source Software License (or specify where that license may be found).
Section 4 LIMITATIONS ON USE
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; (li) 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 which 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 this Agreement. MOTOROLA or an
independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior
notice to Licensee, during' Licensee's normal business hours and subject to 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 secrets, 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 derivative works from the Software or
August 1.2017 Revised October 23.2017 City of Atascadero Police Department.Californa
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8-14 Cornnuinications System Agreemeni Molorola Solutions Coafidenfial Restricted
Documentation, whether made by MOTOROLA or another party, or any improvements that result from
MOTOROLA's processes or, provision of information services). No rights are granted to Licensee under this
Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee
in this Agreement. All intellectual property 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.
Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY
6.1. Unless otherwise stated in the Primary 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 Agreement, MOTOROLA warrants that
the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will
be free from a reproducible defect that 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 will be uninterrupted, error-free, completely free of Security
Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements.
MOTOROLA makes no 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 Licensee'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
substitute 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 course of dealing. In addition, MOTOROLA disclaims any warranty to any person other than
Licensee with respect to the Software or Documentation.
Section 7 TRANSFERS
Licensee will not transfer the Software or Documentation to any third party without MOTOROLA's prior written
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 FLASHportO
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 transfer form to be provided by MOTOROLA upon request, obligating the transferee to
be bound by this Agreement.
Section 8 TERM AND TERMINATION
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Motorola Solutions Confidential Restricted Communications System Agreement 8-15
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 removed or deleted from the Designated Products and that all copies of
the Software and Documentation have been returned to MOTOROLA or destroyed by Licensee and are no longer
in use by Licensee.
8.3 Licensee acknowledges 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 beIentitled 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).
i
Section 9 Commercial Computer Software
9.1 U.S. GOVERNMENT END USERS. The Software, Documentation and updates are commercial items as
that term is defined at 48 C.F.R. Part 2.1b1, 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 enduser
license agreement containing restrictions substantially identical to the ones contained in this Agreement. Except
as stated in the foregoing; Licensee and any transferee(s),authorized by this subsection 9.2 may not otherwise
use,or transfer or.make available any MOTOROLA software to any third party nor permit any party to do so.
Section 10 CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain MOTOROLA's valuable proprietary and
Confidential Information and are MOTOROLA's trade secrets; and that the provisions in the Primary Agreement
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
August 1,2017 Revised October 23,2017 City of Atascadero Police Department.Catiforna
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8-16 Communications System Agreement Moto,mla Solutions Confidential Rest.cted
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 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, '
ell 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. 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..
13.4. 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 Contracts for the International Sale of Goods do not
apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a
substantially "similar law (collectively "UCITA") becomes applicable to a party's performance under this
Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement,
or any of the parties' rights or obligations under this Agreement. The governing law will.-be that in effect prior to
the applicability of UCITA.
13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of MOTOROLA
and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no
third party is deemed a beneficiary of this Agreement- 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.
13.6. . SURVIVAL. Sections 4, 5, 6.3, 7,8, 9, 10, 11 and 13 survive the termination of this Agreement.
13.7. 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.
13.8 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.
City of Atascadero Police Department.Calirorna August 1,-201T Revised October 23,2017,
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Motorola Solutions Confidential Restricled Comrntrnicarions 5yslem Agree+nertl 8-17
Exhibit B
Payment Schedule
Motorola will submit invoices to the Customer according to the Payment Schedule. Except for a
payment that is due on the Effective Date,the Customer will make payments to Motorola within thirty
(30) days after the date of each invoice. The 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.
1. 30% of the Contract Price upon contract execution.
2.30% of the Contract Price upon shipment of equipment.
3. 30% of the Contract Price upon completio'dof installation.
4. 10%-of the Contract Price.upon,acceptance.
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.
August 1,2017 Revised October 23,2017' City of Atascadero Police Department,Californa
Use or disclosure of this proposal is subject CallWorks
to the restrictions on the cover page. 0000-78387'
8-98 Communications System Agreement Motorola Solutions Confidential Restricted
EXHIBIT D
Additional Maintenance and Support Terms
1. SERVICES. These terms apply to Maintenance and Support Services to be provided by MOTOROLA as
described in Exhibit E, other applicable statement of work, or attachment to MOTOROLA's proposal for additional
services.
2. PURCHASE ORDER ACCEPTANCE. Purchase orders for additional, continued, or expanded
maintenance and support services become binding only when accepted in writing by MOTOROLA.
3. START DATE. The "Start Date' for Maintenance, Support, and Installation Services will be indicated in
the proposal or a cover page entitled"Service Agreement".
4. AUTO RENEWAL. Unless the cover page or SOW specifically states a termination date or one Party
notifies the other in writing of its intention to discontinue the services, this Agreement will renew for an additional
one (1) year term on every anniversary of the Start Date. At the anniversary date, MOTOROLA may adjust the
price of the Services to reflect its current rates.
5. TERMINATION. Written notice of intent to terminate must be provided thirty (30) days or more prior to
the anniversary date. If MOTOROLA provides Services after the termination or expiration of this Agreement, the
terms and conditions in effect at the time of the termination or expiration will apply to those Services and
Customer agrees to pay for those services*on a time and materials basis at MOTOROLA's then effective hourly
rates.
6. EQUIPMENT DEFINITION. For maintenance, support, and installation services, Equipment will be
defined to mean the hardware specified in the applicable SOW or attachments to the maintenance and support
proposal.
7. ADDITIONAL HARDWARE. if Customer purchases additional hardware from MOTOROLA that becomes
part of the System, the additional hardware may be added to this Agreement and will be billed at the applicable
rates after the warranty period for that additional equipment expires. Such hardware will be included in the
definition of Equipment.
8. MAINTENANCE. Equipment will be maintained at levels set forth in the manufacturer's product manuals
and routine procedures that are prescribed by MOTOROLA will be followed. MOTOROLA parts or parts of equal
quality will be used for Equipment maintenance.
9. EQUIPMENT CONDITION, All Equipment must be in good working order on the Start Date or when
additional equipment is added to the Agreement. Customer must promptly notify MOTOROLA in writing when
any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay maintenance and
support fees for this Equipment will terminate at the end of the month in which MOTOROLA receives the written
notice. If Equipment cannot, in MOTOROLA's reasonable opinion, be properly or economically maintained for
any reason, MOTOROLA may modify the scope of Services related to that Equipment orremove that Equipment
from the Agreement.
10. EQUIPMENT FAILURE. Customer must promptly notify MOTOROLA of any Equipment Failure.
MOTOROLA will respond to Customer's notification in a manner consistent with the level of Service purchased as
indicated in this Agreement and applicable SOW.
11. INTRINSICALLY SAFE. Customer must specifically identify any Equipment that is labeled intrinsically
safe for use in hazardous environments.
City of Atascadero Police Department.Californa August 1,2017 Revised October 23,2017
CallWorks Use or disclosure of this proposal is subject
0000.78387 to the restrictions on itie cover page.
Motorola Solutions Confidential Restricted Communications System Agreement 8-19
12. EXCLUDED SERVICES.
a) Service excludes the repair or replacement of Equipment that has become defective or damaged
from use in other than the normal, customary, intended, and authorized manner; use not in compliance with
applicable industry standards;excessive wear and tear; or accident, liquids, power surges,neglect, acts of God or
other force majeure events.
b) Unless specifically included in this Agreement, Service excludes items that are consumed in the
normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming
Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and
repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting,duplexer,
combiner, or multicoupler. MOTOROLA has no obligations for any transmission medium, such as telephone
lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the
transmission medium.
13. TIME AND PLACE. Service will be provided at the location specified in this Agreement or the SOW.
When MOTOROLA performs maintenance, support, or installation at Customer's location, Customer will provide
MOTOROLA, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and
with full and free access to the Equipment. Waivers of liability from MOTOROLA or its subcontractors will not be
imposed as a site access requirement. Customer will provide all information pertaining to the hardware and
software elements of any system with which the Equipment is interfacing so that MOTOROLA may perform its
Services. Unless otherwise stated in this Agreement or applicable SOW, the hours of Service will be 8:30 a.m. to
4:30 p.m., loca[time, excluding weekends and holidays. Unless otherwise stated in this Agreement or applicable
SOW, the price for the Services exclude any charges or expenses associated with helicopter or other unusual
access requirements; if these charges or expenses are reasonably incurred by MOTOROLA in rendering the
Services, Customer agrees to reimburse MOTOROLA for those charges and expenses.
14. CUSTOMER CONTACT. Customer will provide MOTOROLA with designated points of contact (list of
names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and
an escalation procedure to enable Customer's personnel to maintain contact, as needed, with MOTOROLA.
August 1,2017 Revised October 23,2017 City of Alascadero Police Department,californa
Use or disclosure of this proposal is subject Callworks
to the restrictions on the cover page. 0000.78387
8-20 Coamiunicalions System Agreemeal Motorola Solulious ConfidentlalRestricted
Exhibit F
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 all other
work required for Final Project Acceptance.
Customer Representative: MOTOROLA Representative:
Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
Cily of Atascadero Police Department,Californa August 1,2017 Revised October 23,2017
Cal[Works Use or disclosure of this proposal is subject
0000-78387 to the restrictions on the cover page.
Motorola Solutions Conwentlai Restricted Cotruirunicaiions System Agreerrrerrt 8-21