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The design, technical, and price information furnished with this proposal is proprietary information of Motorola Solutions, Inc. (Motorola). Such information
is submitted with the restriction that it is to be used only for the evaluation of the proposal, and is not to be disclosed publicly or in any manner to anyone
other than those required to evaluate the proposal, without the express written permission of Motorola Solutions, Inc.
MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings,
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PS-000123456
Proposal
City of Chandler
Motorola Solutions
CommandCentral Aware
October 25, 2022
DocuSign Envelope ID: 5DF9891F-828F-41EC-B5F0-6DD5E71C31DB
City of Chandler
October 25, 2022
Motorola Solutions CommandCentral Aware
Motorola Solutions
Table of Contents i
Table of Contents
Section 1
System Description .............................................................................................................. 1-1
1.1
Overview .............................................................................................................................. 1-1
1.2
CommandCentral Aware Features ..................................................................................... 1-2
1.3
CommandCentral Aware Integrations ............................................................................... 1-4
1.4
Video Management System Component Descriptions .................................................... 1-5
1.5
CommandCentral Aware Technical Discovery Requirements ........................................ 1-8
1.6
Hardware Environment and Network Requirements ....................................................... 1-9
1.7
CJIS and Compliance ........................................................................................................ 1-11
1.8
CommandCentral Interfaces ............................................................................................ 1-12
1.9
Functional Description: Versaterm CAD to CC Aware................................................... 1-13
Section 2
Statement of Work ................................................................................................................ 2-1
2.1
Introduction ......................................................................................................................... 2-1
2.1.1
Award, Administration and Project Initiation ......................................................................................... 2-1
2.1.2
Completion and Acceptance Criteria .................................................................................................... 2-2
2.2
Project Roles and Responsibilities Overview .................................................................. 2-2
2.2.1
Motorola Project Roles and Responsibilities ........................................................................................ 2-2
2.2.2
Customer Project Roles and Responsibilities Overview ...................................................................... 2-3
2.2.3
General City of Chandler Responsibilities ............................................................................................ 2-5
2.3
Project Planning and Pre–Implementation Review .......................................................... 2-6
2.3.1
Project Kickoff Teleconference ............................................................................................................. 2-6
2.4
Contract Design Review (CDR) .......................................................................................... 2-7
2.4.1
Contract Design Review ....................................................................................................................... 2-7
2.4.2
Interface Delivery Review ..................................................................................................................... 2-8
2.4.3
Video Management System (VMS) Design Review ............................................................................. 2-9
2.5
Hardware/Software ............................................................................................................ 2-10
2.5.1
CloudConnect Server Staging ............................................................................................................ 2-10
2.5.2
CloudConnect Server Configuration .................................................................................................. 2-10
2.6
Interfaces and Integration ................................................................................................ 2-11
2.6.1
Interface Development ....................................................................................................................... 2-11
2.6.2
Interface Deployment ......................................................................................................................... 2-11
2.6.3
CommandCentral Solution ................................................................................................................. 2-12
2.6.4
CommandCentral Aware .................................................................................................................... 2-13
2.7
CommandCentral Provisioning ........................................................................................ 2-13
2.7.1
CommandCentral Solution ................................................................................................................. 2-13
2.8
CommandCentral Online Training ................................................................................... 2-13
2.9
CommandCentral Summit Conference ........................................................................... 2-14
2.10
CommandCentral Professional Consulting Services .................................................... 2-14
2.11
Product Validation ............................................................................................................. 2-15
DocuSign Envelope ID: 5DF9891F-828F-41EC-B5F0-6DD5E71C31DB
City of Chandler
October 25, 2022
Motorola Solutions CommandCentral Aware
Motorola Solutions
Table of Contents ii
2.11.1 Functional Demonstration .................................................................................................................. 2-15
2.11.2 Interface Validation ............................................................................................................................. 2-16
2.12
Completion Milestone ....................................................................................................... 2-17
2.13
Transition to Support And Customer Success............................................................... 2-17
Section 3
Pricing ................................................................................................................................... 3-1
3.1
Pricing Summary Table ...................................................................................................... 3-1
3.2
P1 Mobile Licenses Standard Maintenance Annual Pricing Summary .......................... 3-1
3.3
Payment Terms .................................................................................................................... 3-2
Section 4
Terms and Conditions .............................................................................................................. 1
DocuSign Envelope ID: 5DF9891F-828F-41EC-B5F0-6DD5E71C31DB
Motorola Solutions, Inc.
500 W. Monroe Street; Suite 4400
Chicago, IL 60661
System Description
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October 25, 2022
City of Chandler
Michelle Potts
250 E Chicago St.
Chandler, AZ 85225
Re: Proposal for Motorola Solutions CommandCentral Aware (“Proposal”)
Dear Michelle Potts:
Motorola Solutions, Inc. (“Motorola”) is pleased to provide the attached Proposal to the City of
Chandler. This Proposal is valid for 90 days from the date of this letter.
Motorola’s Proposal is subject to the terms and conditions of the attached Master Customer
Agreement (“MCA”), Equipment Purchase and Software License Addendum (“EPSLA”),
Software Products Addendum (“SPA”), and Subscription Software Addendum (“SSA”). You may
accept this Proposal by signing the Master Customer Agreement through an authorized
signatory, or by issuing a PO referencing the MCA and its addendums and the proposal dated
October 14, 2022. Alternatively, Motorola would be pleased to address any concerns you might
have regarding this Proposal. Please send your order to your Motorola Software Sales Account
Manager listed below.
Motorola appreciates your consideration of this Proposal and hopes you will find it acceptable.
Motorola would be pleased to address any concerns you might have and we look forward to
receiving your response. Please feel free to contact your Motorola Software Sales Account
Manager, Emily Dean, (469) 887-0569, emily.dean@motorolasolutions.com with any questions.
Sincerely,
Motorola Solutions, Inc.
Tom McEntire
Area Sales Manager
DocuSign Envelope ID: 5DF9891F-828F-41EC-B5F0-6DD5E71C31DB
City of Chandler
October 25, 2022
Motorola Solutions CommandCentral Aware
System Description
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Page 1-1
Section 1
System Description
1.1
Overview
Motorola Solutions presents the following solution for the City of Chandler, AZ.
Motorola Solutions’ CommandCentral Aware solution combines disparate systems and data into an
accessible interface. This single interface offers command centers a complete operating picture to
support field personnel in real time. CommandCentral Aware unifies data from mapping, correlated
event monitoring, analytics, and communications. This interface streamlines public safety workflows
and viewpoints, enabling users to access and act on critical information.
Users that can benefit from accessing CommandCentral Aware include but are not limited to
Dispatchers, PSAP Supervisors, Real Time Crime Analysts as well as Investigators.
The agency can increase the value of current investments by connecting CommandCentral Aware to
other software platforms. These integrations can include Computer Aided Dispatch (CAD) systems, Call
Handling, Land Mobile Radio (LMR), and/or Video Management Systems (VMS). Users can
communicate with confidence, knowing their information is hosted in the highly secure Microsoft Azure
cloud.
Designated Entities
The entities participating in the CommandCentral Aware solution are:
The City of Chandler, AZ
Application Software and System Components
The CommandCentral Aware solution includes the following elements:
CommandCentral Aware Standard/Plus/Premium with 27 Named User Licenses and 5 year
subscription.
APX Next SmartLocate GPS over Broadband Integration
Vigilant License Plate Recognition Integration.
CommandCentral Evidence Standard 500 MB storage and 27 Named User Licenses per year.
One Cloud Anchor Server Hardware.
Data Interfaces
- Versaterm CAD
VMS Interfaces
- Milestone Xprotect
- Genetec Security Center
- OnSSI Ocularis
- Luxriot VMS
Software Maintenance and Technical Support.
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City of Chandler
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Motorola Solutions CommandCentral Aware
System Description
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Page 1-2
Services as described in the Statement of Work.
Figure 1–1: CommandCentral Aware Representative System Diagram
1.2
CommandCentral Aware Features
CommandCentral Aware provides location and alert capabilities to improve public safety response,
described in the sections below.
Mapping
CommandCentral Aware features a unified interface to display locations and alerts. Users can view all
location-based data on the map display to enhance decision making. CommandCentral Aware Mapping
features also include the following:
Event Monitors – View device status and location, CAD incidents, open-source data alerts, and
sensors on a map. This map can consist of Esri online, Esri server, or static map layers. This
map can be modified with other data layers.
Data Layer Panel – Show or hide data layers to refine the map view.
Event Information Display – View details associated with each icon on the map.
Historical Map – View a 90-day lookback of radio locations, CAD incidents, service requests, or
emergencies. An export tool extracts the recreated timeline to KML format to view in Google
Earth or ESRI ArcGIS Pro. The Location Replay feature enables the historic path of a device’s
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Page 1-3
location. Aware's Historical Map view enables users to interact with video assets that were
available during the selected, historical time-frame. If the camera (and its relative VMS) has the
ability to play recorded footage, the recorded footage of the selected time frame can be played
in Aware's Video Module directly from the Historical Map.
Breadcrumbing – Track individual APX user radios. Tracking begins at the time the action is
toggled on. Devices can provide up to the last 30 minutes of live movement.
Geographic Information System (GIS) Data Set
CommandCentral Aware integrates with hosted GIS data sets from Esri ArcGIS Server or ArcGIS
online. The geospatial information contained within these data sets are core to the intelligent map
display. This enhances workflow details driven by geography and the metadata contained within these
data sets.
Esri’s powerful geospatial engine within CommandCentral Aware is used to automatically invoke spatial
queries, including nearby items and geographic boundaries. This geospatial processing enables
intelligence-driven analysis in order to focus on the concentrated area of concern and orientate those
responding.
Data sets help users to:
Refine displayed data based on the geographic area defined per user. Data includes area, beat,
sector, precinct, zone, or quadrant.
Find nearby entities by predefined distance. Parameters include closest camera while in route,
closest cameras to an event - CAD, gunshot detection, alert.
Determine road blockages caused by traffic jams, flooded roadways, or other obstacles.
Weather Integration
CommandCentral Aware includes integration with Weather services. This integration provides
customized weather-driven services. Services include site-specific forecasts, severe-weather warnings,
historical data, and custom analytics. Weather services also provides the following data:
Location key for the desired location.
Forecast information for a specific location.
Current Conditions data for a specific location.
Daily index values for a specific location. Index availability varies by location.
Radar and satellite images.
Rules Engine
The Command Central Aware rules engine allows users to create rule-sets to trigger actions based on
event types. For example, users can highlight rows in the Event Monitor and customize sound alerts for
critical incidents. These visual and audio triggers reduce the number of steps needed to support an
incident.
Floor Plan Integration
CommandCentral Aware allows the ability to view building floor plans in the Map Module enabling users
to see detailed building levels, switch between floors, and look for specific rooms or cameras on each
floor. Clicking the map opens a floor plan widget at the bottom of the window where users can change
the view between floors in a building. The Indoor Cameras Tool allows users to place cameras on the
building floor it is located on, providing more granularity in locations where cameras are installed on
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multiple floors. Floor plan files must be in AutoCAD DXF format to be supported by CommandCentral
Aware. There are twenty five (25) floors included with CommandCentral Aware. Each additional floor
will incur an additional cost.
CommandCentral Aware can connect to your hosted web services that contain hyperlinks that display
floor plan images. If floor plans are hosted as Esri Web Map Services, they can also be displayed
directly on the map.
1.3
CommandCentral Aware Integrations
CommandCentral Aware can integrate with various tools and solutions, described in the sections
below.
APX NEXT SmartLocate Integration
APX NEXT SmartLocate integration provides dispatchers with accurate location data over a broadband
network. This location data, combined with CommandCentral Aware functionality, enables better
tracking of field personnel and improved situational awareness. SmartLocate quickly sends GPS
coordinate updates and location information from the field to dispatchers, providing a more effective
operating picture of any situation. This gives dispatchers a greater ability to manage incidents and
allocate resources in the most efficient way possible. Broadband connectivity increases the frequency
of location reporting beyond the capability of an LMR system. This improves location accuracy and
enables more users to be tracked. The CommandCentral Aware tool set features many location
triggers, including time, distance, push-to-talk (PTT), emergency, and accelerated cadence during
emergency.
Vigilant License Plate Recognition (LPR) Integration
CommandCentral Aware integrates with the Vigilant LEARN solution, which enables search and
analysis of Vigilant LPR detections within the Aware Map Module. When a license plate detection
displays in real-time on the Aware map, the license plate can be searched directly from the
CommandCentral Aware interface enabling you to see previous historical detections (time, date,
location) and additional details associated with the license plate. With an existing Vigilant LEARN
subscription, users can analyze and research the LPR hit for more information and research the plate
from the LEARN database.
CommandCentral Evidence Integration
CommandCentral Aware integrates with CommandCentral Evidence. This cloud-based digital evidence
management application streamlines collecting, securing, and managing multimedia evidence content.
This application simplifies building a secure digital evidence library by incorporating data from multiple
sources into a unified storage framework. Users can upload digital evidence from a variety of sources
to CommandCentral Evidence to quickly build cases.
Evidence is easy to search, correlate, and review alongside other case-related information from the
RMS/CAD database. Relevant content can be marked and sorted to quickly locate critical information
from a centralized touchpoint. This allows personnel to make informed decisions from a more organized
and complete case evidence view, while offering an access control system to allow only authorized
personnel to view sensitive information.
CommandCentral Aware users can clip videos from live or recorded video streams from
CommandCentral Aware, define a start and end time for the video clip, tag the clip with an incident ID,
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and save a copy of the video directly to CommandCentral Evidence. This workflow is streamlined from
the CommandCentral Aware application. Native metadata from the camera source (time, date, GPS
location) are automatically copied over to the video stored within Evidence. CommandCentral Aware
users can easily switch over to Evidence to perform redactions, share with external judicial partners or
the public, or perform other digital evidence management tasks. Since CommandCentral Aware and
Evidence both exist within the CommandCentral ecosystem, Single Sign–on is used avoiding the need
for separate logon credentials.
1.4
Video Management System Component
Descriptions
As part of CommandCentral Aware, the Video View module consumes video content from a variety of
Video Management Systems (live and recorded, fixed and mobile). Each VMS offers a variety of tools
via an SDK. These tools can include, but are not limited to, location, user-controlled Pan Tilt Zoom
(PTZ), Digital Zoom, Image Capture, Video rewind and export clip, and historic search of recorded
video. These features improve productivity and increase responder safety.
The Video View module can also consume video analytics of automated license plate recognition and
object detection. These capabilities refine video feeds to accurately assess detail that the eye may not
see, further enhancing the users experience within CommandCentral Aware. Component configuration
within CommandCentral Aware allows for specific use case definition expanding automated intelligence
into the application via:
Workflow Configuration – Associate related data from different systems to get a comprehensive
view of an incident or threat. Display nearby video sources based on CAD incident, sensor
alarms, and provided third-party data alerts.
Real-Time Video Streaming – Patrol the community or view an event in seconds by accessing
up to 16 cameras simultaneously from video feeds via VMS. Users can reference the video
source, date, time, and location, as well as customize camera groups for quicker access to
particular locations.
Camera Field of View – Define FOV and view on the map display. Users can toggle cameras off
and on that may or may not be pointed in the direction of the incident.
Video Camera Audit Log – Capture user interactions and record them in a log.
Table 1-1: VMS Version and SDK Version Supported
Vendor
VMS Version
SDK Version
Genetec Security Center
5.6 - 5.8
5.6 SR4 CU12
5.9-5.10
5.9.4
Milestone XProtect
2016-2022
2020 R3
OnSSI
5.8-6.1
5.8.0.785
Luxriot
*
*
* The supported Luxriot VMS version and SDK version have not yet been established. Please see
Sections 1.5 and 1.8 for interface development requirements.
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Table 1-2: Supported Video Capabilities within CommandCentral Aware
Feature
Description
Vendor
Camera Import
Importing cameras and the directory tree from VMS to CommandCentral
Aware.
Genetec
Security Center
Milestone
XProtect
OnSSI
Camera
Location
Use coordinates stored in-camera custom fields at the NVR (or) pulls geo-
location coordinates from the camera units. Specifically identified during
installation.
Genetec
Security Center
Milestone
XProtect
PTZ
Control of pan, tilt, and zoom (PTZ) functions on capable camera units
that have been imported into CommandCentral Aware.
Genetec
Security Center
Milestone
XProtect
PTZ Presets
PTZ cameras predefined pan, tilt, zoom values are applied to live feed.
Genetec
Security Center
Milestone
XProtect
OnSSI
PTZ Tours
PTZ cameras execute a scan of its vicinity.
Genetec
Security Center
Live Video
Direct feed from the camera as provisioned in the VMS system.
Genetec
Security Center
Milestone
XProtect
OnSSI
Recorded Video Playback video from the archive.
Genetec
Security Center
Milestone
XProtect
OnSSI
Live Snapshots
Perform a screen capture of the live scene to send as an attachment via
messaging service.
Genetec
Security Center
Milestone
XProtect
OnSSI
Recorded
Snapshots
Isolate and capture a section of the recorded video to be distributed by the
messaging service.
Genetec
Security Center
Milestone
XProtect
OnSSI
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Feature
Description
Vendor
Recorded Fast
Forward
Display frame recorded sample at a faster rate playing forward.
(At speeds: x2/x4/x8)
Genetec
Security Center
Milestone
XProtect
OnSSI
Record Fast
Backward
Display frame recorded sample at a faster rate playing backward.
(At speeds: x2/x4/x8)
Genetec
Security Center
Milestone
XProtect
OnSSI
Digital Zoom
Magnifies a selected area for live and recorded video.
Genetec
Security Center
OnSSI
Recorded Video
Export
Ability to prepare a video clipping for export to messaging or evidence
collection.
(Formats vary by VMS)
Genetec
Security Center
Milestone
XProtect
OnSSI
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1.5
CommandCentral Aware Technical Discovery
Requirements
In order to prevent delay in the implementation, Customer must provide the information required in the
table below at the time of Project Kickoff for each interface/integrated system.
Table 1-3: Aware Technical Discovery Requirements
Customer
Provided
Motorola Confirmed
Additional Information for Virtual Machine (VM) Access
Remote access to Cloud Anchor Server
Data Interface VM requirements
Video Interface VM requirements
Interfaces (Required for each Interface)
Manufacturer and Current Software Version
Confirm API/SDK Availability
Provide IP Addresses
Provide Data format
Provide Data Frequency (Peak & average events & content)
Provide Operational aspects (data latency, key
fields/information, # inputs)
Data path factors (bandwidth, NAT, latency, jitter)
Additional VMS Interface Requirements
Number of Cameras connected to each VMS
VMS Archive and Archiver to Aware Client
Provide GPS Coordinates for each camera
Integration
Customer IP Network layout (Traffic segmentation, NAT
required?)
Active Directory and Email policies
Customer Third-Party IP Network Connections (Schools, Fire,
Traffic)
Remote Access Policy/Procedures
Who owns/maintains each Customer network/firewalls?
Additional Information Required for Integration with CAD & ALPR Systems
Data delivery latency rate
Data interface type
Fileshare/Dump
Webservices
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Customer
Provided
Motorola Confirmed
SOAP/REST
SQL Extraction
Database IP Address, Login Credentials, DB Version
Data volume (calls per service, peak event rates)
Data Fields
CAD event Geolocation data availability
AVL/ARL data available?
Event Types
Icons
Others(?)
Additional Information Required for Integration with Streaming Servers
Mobile data terminal types:
Manufacturer
OS version
Wireless Access
VPN Connectivity to Core?
Validate Data Ingestion (may require system expansion**)
1.6
Hardware Environment and Network Requirements
Motorola Solutions will work with the Customer IT personnel to verify that connectivity meets
requirements. The Customer will provide the network components.
Table 1-4: Cloud Anchor Server Installation Requirements
Installation Requirements
One rack unit per Cloud Anchor server.
Two circuits to distribute power to the server rack (dual power supplies).
UPS (Uninterruptible Power Supply) at the site where the Cloud Anchor server and CommandCentral Aware
workstations will be installed.
Customer provided Internet access and Remote Access Capability
Minimum 1.1Mbps between Cloud Anchor Server and CommandCentral Aware platform
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Table 1-5: CommandCentral Aware Network Requirements
Component
Description
IP Address
Two static IP addresses, corresponding subnet masks/default gateway, and available NTP
and DNS IP to the Cloud Anchor Virtual Machines.
Network Port
One network port for each VMS server.
One network port for each VMS analytics appliance.
Network
Customer provided Internet access and Remote Access Capability
Minimum
bandwidth
1.1Mbps between Cloud Anchor Server and CommandCentral Aware platform
Table 1-6: CommandCentral Aware Recommended Workstation Specifications
Component
Description
Processor
Intel Xeon 6136 @3.0 GHz (12 cores).
RAM Memory
32 GB or more memory
Drive
One NVMe 512G SSD.
Operating System
Windows 10 Professional
Network Interface Card
1 Gb port
Graphics Card
NVIDIA Quadro P2000
Display
Narrow Bezel IPS Display, 2560x1440 resolution
Monitor
27” monitor or larger
Low latency is critical for real-time operations. The speed with which data appears on the
CommandCentral Aware display depends in large part on how quickly the information is presented to
the CommandCentral Aware interface. Major contributors to the latency are network delays and the
delay time from occurrence of an event to when that event information is presented to Aware from the
source application (CAD, AVL, ALPR). Although CommandCentral Aware strives to provide near-real-
time performance, Motorola Solutions provides no guarantees as to the speed with which an event (or
video stream) appears in the application once the event is triggered.
CommandCentral Aware Design Limitations
A maximum of 3000 Icons viewed on the CommandCentral Aware client at one time, per
instance.
A maximum of 100 updates per second on the CommandCentral Aware client.
A maximum 5000 radios per server.
Vigilant LPR Requirements
Bandwidth requirements include the following:
1 Gbps hardwire switched network between the Vigilant server and Cloud Anchor.
Upload of ALPR data to the LEARN back office requires approximately 350 Kbps for each scan
per second. Depending on maximum scan volume, the maximum bandwidth may need to be
adjusted.
The RTSP video feed from cameras requires a 1Gbps hardwire switched network device to
allow for data communications exceeding four connected cameras.
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Firewall requirements include the following:
CommandCentral Aware clients will need access to the IP addresses of the Cloud Anchor and
Vigilant servers (access to cloud platform endpoints).
Ports that need to be open are TCP 80, TCP 443, TCP 3310 (or custom SQL Database Engine
listening port that might have been configured for security reasons).
The basic service requirements of the system through a firewalled environment consist of
HTTPS web-based calls to a cloud back-office solution (LEARN) with S3 image storage,
typically, through a mobile broadband endpoint. A local IP listener for RTSP video stream is
used from cameras with TCP communications.
Ingress requirements (firewall traffic in). For Wireless Broadband communications, we require
TCP port 443 to communicate with the LEARN server backoffice to receive acknowledgement
responses from the client. Camera Communications: TCP port 2000, 3000, 4000, 5000
(LAN/DSP).
Egress requirements (firewall traffic out). For Wireless Broadband communications, the ALPR
client requires TCP port 443 to communicate with the LEARN server backoffice. The HTTPS
protocol is primarily used to communicate over TLS 1.0, 1.1, or 1.2 with 128–bit encryption
ciphers or better. This allows for the upload of ALPR data to the LEARN web services and
request for data from the LEARN services and Google Maps.
1.7
CJIS and Compliance
At Motorola Solutions, we believe compliance is a team effort. As our customers’ partner in compliance,
we employ privacy and security protocols that enable our customers to comply with the most stringent
legal and regulatory requirements. In addition, we build on a strong foundation with an Azure
architecture designed and managed to meet a broad set of international compliance standards, as well
as region-specific and industry-specific standards.
Motorola Solutions employs rigorous third-party audits to verify its adherence to security controls and
standards. To demonstrate Motorola Solutions safeguarding of customer data, comprehensive third-
party audits of primary Software Enterprise development and support operations have been completed
and those operations have achieved ISO/IEC 27001:2013 (information security management systems)
certification and AICPA SOC2 Type 2 reports will be available in early 2021. ISO/IEC 27017:2015
(information security controls for cloud services), ISO/IEC 27018:2019 (protection of personal
information in public clouds) and ISO/IEC 27701:2019 (privacy information management) are available.
Supplemental SOC2 Type 2 reports and ISO/IEC 27001:2013 certifications for the development and
support operations at satellite locations are completed.
Motorola Solutions understands our customers’ critical need to safeguard the lifecycle of Criminal
Justice Information. To support that need, Motorola Solutions designs its products and services to
support compliance with the FBI’s Criminal Justice Information Services (CJIS) Security Policy and we
commit to the terms of the CJIS Security Addendum. With a dedicated team of CJIS compliance
professionals, we assist our customers through administering and coordinating CJIS-compliant
personnel credentialing, providing documentation assistance in connection with CJIS audits, and
advising on how to configure and implement our solutions in a manner consistent with the CJIS
Security Policy.
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1.8
CommandCentral Interfaces
CommandCentral Aware Table 1-4 provides a list of the specific interfaces included in this solution, an
indication of data direction, and the point of installation.
Data Direction
Outbound (O) – Motorola Solutions system will send data to an external receiver.
Inbound (I) – Motorola Solutions system will receive data from an external source.
Bi-directional (B) – Motorola Solutions system will send data to an external receiver and
receive data from an external source.
Motorola Solutions requires access to a non-production Customer environment (Test, Training,
Staging) for the purposes of supporting interface development testing for Outbound interfaces to third-
party systems.
Motorola Solutions requires sample messages from the third party system for Inbound interfaces we
can consume for the purposes of supporting interface development testing.
Installation Point
Primary System (P).
Client (C).
Interface technical information, inclusive of data elements, will be provided prior to contract.
Table 1-7: System Interfaces
Interface Name
Data Direction
Installation Point
Versaterm CAD
I
P
Milestone Xprotect
I
P
Genetec Security Center
I
P
OnSSI Ocularis
I
P
Luxriot VMS
I
P
CommandCentral interfaces are dependent on the functionality made available to Motorola Solutions by
Customer’s third-party system. Customer is responsible for providing connectivity to the third-party
system via the SDK, API, or other Motorola Solutions-approved access. Customer is also responsible
for providing access to third-party systems such as support agreement support as this might be
required to investigate, test, and complete the system integration.
Genetec requires a specific license to be purchased (part number GSC-1SDK-Motorola-RTVI) to
connect CommandCentral Aware and Genetec systems. Two Cloud Anchor Server licenses are
required (one for each workstation viewing Genetec video). Customer will need to purchase these
licenses and provide to Motorola Solutions.
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1.9
Functional Description: Versaterm CAD to CC
Aware
Initial Document Date 2022/04/21
Interface Status Not Released
Description
NOTE: At the time this document was created, access to the Versaterm CAD API and any other
documentation was not available. All scope in this document is provisional based on the capabilities
that are ultimately provided by the Versaterm API.
The Versaterm CAD to CommandCentral Aware Interface ("Interface") will receive CAD incident data
from the Versaterm CAD system and deliver it to the CommandCentral Event Ingest system. When
incidents are delivered to the Event Ingest system, they will be available for display within the
CommandCentarl Aware ("Aware") user interface. When location information is available as part of the
CAD incident, then the incident can be plotted on the Aware map. Additionally, a tabular list of incidents
can be configured in the Aware interface.
The interface will also receive CAD unit location information from Versaterm and deliver it to the
CommandCentral Location Services system. Aware can also be configured to display unit locations on
the Aware map once they have been received by the Location Services system.
Use Cases
ID
Description
UC-01
Active CAD incidents will be displayed in
CommandCentral Aware
UC-02
CAD unit locations will be displayed in
CommandCentral Aware
Technical Requirements
Target System
Version
Target System
Connection
Protocol
Send Only
Receive Only
Bi-Directional
Acknowledge
Received/Send
Versaterm CAD
(version
unknown)
HTTP REST
API
Yes
Configuration
Configuration of the interface will be done via CommandCentral Admin (CC Admin) as well as locally on
the CloudConnect platform. Specific configuration items will be determined when access to the API
documentation is available, but may include items such as credentials/tokens, API URL endpoints,
polling interval, etc.
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Assumptions/Limitations
Without access to the Versaterm documentation, this IFD assumes that the CAD incident and
unit location data will be available in JSON format via an HTTP REST-based API. This API will
be polled on a periodic interval (e.g. 30 seconds) in order to obtain the data from Versaterm
CAD. Data will then be converted to the CommandCentral format(s) and uploaded to
CommandCentral. If the data is made available in some other format (e.g. XML) or access
method (e.g. SOAP, file drop, webhook, etc.), then this IFD will need to be adjusted and any
commitment dates and costs may need to be revisited.
The Versaterm API will provide a mechanism to fetch only new entries since the last polling
interval. Typically this is accomplished via a last updated timestamp and/or last retrieved event
ID.
No filtering or extra processing of the data or business logic (beyond what is necessary to
convert it into CommandCentral format) will be performed. Each incident or unit location is
expected to be received in a single message and no cross-referencing or secondary table
lookups should be necessary.
Bi-directional communications with Versaterm are not supported (i.e. there will be no ability to
send messages, commands, etc. from the CommandCentral system back to Versaterm).
All data fields described below to be imported into CommandCentral are subject to availability
from the source system.
Authentication is assumed to be done via a provisioned, static access token that does not
expire.
Polling intervals of less than 30 seconds may not be supported.
Customer will provide access to developer documentation and API information for the
Versaterm system. Customer will provide access for MSI engineering (via VPN or another
mechanism) to a Versaterm sandbox environment for development and testing of the interface.
If no sandbox system is available, Customer understands that final testing may need to be
completed on their production Versaterm system.
The Interface will be hosted on the CloudConnect platform located on the customer's premises.
Customer will ensure that all applicable network access is available for the CloudConnect
platform to communicate with the Versaterm system as well as the CommandCentral cloud.
System Diagram
Data Elements sent to CommandCentral
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CAD Incidents
Incident ID
Created time
Updated time
Closed time (when available)
Priority
Status (open, closed, etc.)
State (dispatched, etc.)
Incident comments
Associated units (if available in incident information)
Latitude/Longitude
Address (if provided, no geocoding performed)
Location Description
Units
Unit ID
Status change timestamp
Status
Beat
Detailed description
Associated incidents (if available in unit information)
Latitude/Longitude
Address (if provided, no geocoding performed)
Location Description
Motorola Solutions Responsibilities
Implement the Interface according to the details specified in this document
Configure and deploy the Interface to work with the customer's systems
Conduct a functional demonstration validating the Interface works in accordance with this
document
Motorola Solutions Responsibilities
Implement the Interface according to the details specified in this document
Configure and deploy the Interface to work with the customer's systems
Conduct a functional demonstration validating the Interface works in accordance with this
document
Customer Responsibilities
Provide MSI access to API documentation and developer documentation for Versaterm system
Provide MSI engineering access to an Versaterm sandbox system for development and testing
Perform any configuration necessary to permit MSI CommandCentral cloud-based systems to
access Versaterm API (firewall configuration, etc.)
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Provide MSI the necessary credentials to access the Versaterm API with appropriate
permissions configured
Coordinate meetings/discussions with 3rd party vendors as needed
Participate in system and acceptance testing
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Section 2
Statement of Work
2.1
Introduction
In accordance with the terms and conditions of the Agreement, this Statement of Work (“SOW”) defines
the principal activities and responsibilities of all parties for the delivery of the Motorola Solutions
(“Motorola”) system as presented in this offer to City of Chandler, AZ (hereinafter referred to as
“Customer”). When assigning responsibilities, the phrase “Motorola” includes our subcontractors and
third-party partners.
Deviations and changes to this SOW are subject to mutual agreement between Motorola and the
Customer and will be addressed in accordance with the change provisions of the Agreement.
Unless specifically stated, Motorola work is performed remotely. Customer will provide Motorola
resources with unrestricted direct network access to enable Motorola to fulfill its delivery obligations.
Motorola and the Customer will work to complete their respective responsibilities in accordance with the
mutually agreed upon governing Project Schedule. Any changes to the governing Project Schedule will
be mutually agreed upon via the change provision of the Agreement.
The number and type of software or subscription licenses, products, or services provided by Motorola
or its subcontractors are specifically listed in the Agreement and any reference within this document as
well as subcontractors’ SOWs (if applicable) does not imply or convey a software or subscription
license or service that are not explicitly listed in the Agreement.
2.1.1
Award, Administration and Project Initiation
Project Initiation and Planning will begin following execution of the Agreement between Motorola and
the Customer.
Following the conclusion of the Project Planning Session, the Motorola Project Manager will conduct
twice monthly one-hour remote status meetings with the Customer Project Manager for the purpose of
baselining progress of current activities and the planning of future activities. Following the conclusion
of the Contract Design Review, the Motorola Project Manager will prepare and submit monthly status
reports to the Customer Project Manager. Monthly Status Reports provide a summary of the activities
completed in the month, those activities planned for the following month, project progress against the
project schedule, items of concern requiring attention as well as potential project risks and agreed upon
mitigation actions.
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2.1.2
Completion and Acceptance Criteria
Motorola Integration Services are considered complete upon Motorola performing the last task listed in
a series of responsibilities or as specifically stated in Completion Criteria. Customer task completion will
occur per the project schedule enabling Motorola to complete its tasks without delay.
Customer will provide Motorola written notification that it does not accept the completion of Motorola
responsibilities or rejects a Motorola service deliverable within five (5) business days of completion or
receipt of a deliverable.
The Service Completion will be acknowledged in accordance with the terms of Master Customer
Agreement and the Service Completion Date will be memorialized by Motorola and Customer. Software
System Completion will be in accordance with the terms of the Software Products Addendum unless
otherwise stated in this Statement of Work.
2.2
Project Roles and Responsibilities Overview
2.2.1
Motorola Project Roles and Responsibilities
A Motorola team, made up of specialized personnel, will be appointed to the project under the direction
of the Motorola Project Manager. Team members will be multi-disciplinary and may fill more than one
role. Team members will be engaged in different phases of the project as necessary.
In order to maximize efficiencies Motorola’s project team will provide services remotely via
teleconference, web-conference or other remote method in filling its commitments as outlined in this
Statement of Work. Motorola project team resources will be on site at the Customer location when
fulfilling commitments that are crucial to project success as noted in this Statement of Work.
The personnel role descriptions noted below provide an overview of typical project team members.
There may be other personnel engaged in the project under the direction of the Project Manager. The
following provided descriptions of the primary roles engaged in the delivery of the project. One or many
resources of the same type may be engaged as needed throughout the project.
Motorola’s project management approach has been developed and refined based on lessons learned in
the execution of hundreds of system implementations. Using experienced and dedicated people,
industry-leading processes, and integrated software tools for effective project execution and control, we
have developed and refined practices that support the design, production, and testing required to
deliver a high-quality, feature-rich system.
Project Manager
A Motorola Project Manager will be assigned as the principal business representative and point of
contact for the organization. The Project Manager’s responsibilities include:
1. Manage the Motorola responsibilities related to the delivery of the project.
2. Maintain the project schedule and manage the assigned Motorola personnel and applicable
subcontractors/supplier resources.
3. Manage the Change Order process per the Agreement.
4. Maintain project communications with the Customer.
5. Identify and manage project risks.
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6. Collaborative coordination of Customer resources to minimize and avoid project delays.
7. Measure, evaluate, and report the project status against the Project Schedule.
8. Conduct remote status meetings on a mutually agreed basis to discuss project status.
9. Prepare and submit a monthly status report that identifies the activities of the previous month,
as well as activities planned for the current month, including an updated Project Schedule and
action item log.
10. Provide timely responses to issues related to project progress.
Solutions Architect
The Solutions Architect is responsible for the delivery of the technical and equipment elements of the
solution. They confirm the delivered technical elements meet contracted requirements. They are
engaged throughout the duration of the delivery.
Customer Success Advocate
A Customer Success Advocate will be assigned to the Customer post Go Live event. By being the
Customer’s trusted advisor, the Customer Success Advocate’ responsibilities include:
Assist the Customer with maximizing the use of their Motorola software and service investment.
Actively manage, escalate, and log issues with Support, Product Management, and Sales.
Provide ongoing customer communication about progress, timelines, and next steps.
Customer Support Services Team
The Customer Support Services team will provide ongoing support following commencement of
beneficial use of the Customer’s System(s) as defined in Customer Support Plan.
2.2.2
Customer Project Roles and Responsibilities Overview
The success of the project is dependent on early assignment of key Customer resources. It is critical
these resources are empowered to make provisioning decisions based on the Customer’s operational
and administration needs. The Customer project team should be engaged from project initiation through
beneficial use of the system. The continued involvement in the project and use of the system will
convey the required knowledge to maintain the system post completion of the project. In some cases,
one person may fill multiple project roles. The project team must be committed to participate in activities
for a successful implementation.
Project Manager
The Project Manager will act as the primary Customer point of contact for the duration of the project. In
the event the project involves multiple agencies, Motorola will work exclusively with a single Customer
assigned Project Manager (the primary Project Manager). This includes the management of any third
party vendors that are Customer Subcontractors. The Project Manager’s responsibilities include:
1. Communicate and coordinate with other project participants.
2. Manage the Customer project team including timely facilitation of efforts, tasks, and activities.
3. Maintain project communications with the Motorola Project Manager.
4. Identify the efforts required of Customer staff to meet the task requirements and milestones in
this SOW and Project Schedule.
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5. Consolidate all project-related questions and queries from Customer staff to present to the
Motorola Project Manager.
6. Review the Project Schedule with the Motorola Project Manager and finalize the detailed tasks,
task dates, and responsibilities.
7. Measure and evaluate progress against the Project Schedule.
8. Monitor the project to ensure resources are available as scheduled.
9. Attend status meetings.
10. Provide timely responses to issues related to project progress.
11. Liaise and coordinate with other agencies, Customer vendors, contractors, and common
carriers.
12. Review and administer change control procedures, hardware and software certification, and all
related project tasks required to maintain the Project Schedule.
13. Ensure Customer vendors’ adherence to overall Project Schedule and Project Plan.
14. Assign one or more personnel who will work with Motorola staff as needed for the duration of
the project, including at least one representative(s) from the IT department.
15. Identify the resource with authority to formally acknowledge and approve Change Orders,
approval letter(s), and milestone recognition certificates as well as approve and release
payments in a timely manner.
16. Provide building access to Motorola personnel to all Customer facilities where system
equipment is to be installed during the project. Temporary identification cards are to be issued
to Motorola personnel if required for access to facilities.
17. Ensure remote network connectivity and access to Motorola resources.
18. As applicable to this project, assume responsibility for all fees for licenses and inspections and
for any delays associated with inspections due to required permits.
19. Provide reasonable care to prevent equipment exposure to contaminants that cause damage to
the equipment or interruption of service.
20. Ensure a safe work environment for Motorola personnel.
21. Provide signatures of Motorola-provided milestone certifications and Change Orders within five
(5) business days of receipt.
Transformation Lead
The Transformation Lead, who may or may not be your Project Manager, must be able to holistically
represent your organization and be able to work cross functionally between Motorola, your
organization, and all stakeholders involved in the delivery of your new system. The Transformation
Lead must be empowered to acknowledge the resource and time commitments required of your
organization and authorize Motorola to proceed with scheduling the Project Kickoff event.
System Administrator
The System Administrator manages the technical efforts and ongoing tasks and activities of their
system as defined in the Customer Support Plan (CSP).
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IT Personnel
IT personnel provide required information related to LAN, WAN, wireless networks, server, and client
infrastructure. They must also be familiar with connectivity to internal, external, and third-party systems
to which the Motorola system will interface.
Additional Resources
Additional resources, such as trainers and database administrators may also be required.
User Agency Stakeholders
User Agency Stakeholders, if the system is deployed in a multi-agency environment, are those
resources representing agencies outside of the Customer’s agency. These resources will provide
provisioning inputs to the SMEs if operations for these agencies differ from that of the Customer
agency.
2.2.3
General City of Chandler Responsibilities
In addition to the City of Chandler Responsibilities stated elsewhere in this SOW, the Customer is
responsible for:
1. All Customer-provided equipment including hardware and third-party software necessary for
delivery of the System not specifically listed as a Motorola deliverable. This will include end user
workstations, network equipment, telephone, or TDD equipment and the like.
2. Configuration, maintenance, testing, and supporting the third-party systems the Customer
operates which will be interfaced to as part of this project. The Customer is responsible for
providing Application Programming Interface (API) documentation to those systems that
document the integration process for the level of interface integration defined by Motorola.
3. Initiate, coordinate, and facilitate communication between Motorola and Customer’s third-party
vendors as required to enable Motorola to perform its duties.
4. Active participation of Customer Subject Matter Experts (SME’s) in project delivery meetings
and working sessions during the course of the project. Customer SME’s will possess requisite
knowledge of Customer operations and legacy system(s) and possess skills and abilities to
operate and manage the system.
5. The provisioning of Customer GIS data as requested by Motorola. This information must be
provided in a timely manner in accordance with the Project Schedule.
6. Electronic versions of any documentation associated with the business processes identified.
7. Providing a facility with the required computer and audio-visual equipment for training and work
sessions as defined in the Training Plan.
8. Ability to participate in remote project meeting sessions using Google Meet.
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2.3
Project Planning and Pre–Implementation Review
A clear understanding of the needs and expectations of both Motorola and the Customer are critical to
the successful implementation and on–going operation of CommandCentral. In order to establish initial
expectations for system deployment and to raise immediate visibility to ongoing operation and
maintenance requirements, we will work with you to help you understand the impact of introducing a
new solution and your preparedness for the implementation and support of the CommandCentral
system.
Shortly after contract signing, Motorola will conduct a one–on–one teleconference with your designated
resource to review the task requirements of each phase of the project and help to identify areas of
potential risk due to lack of resource availability, experience or skill.
The teleconference discussion will focus on the scope of implementation requirements, resource
commitment requirements, cross–functional team involvement, a review of the required technical
resource aptitudes and a validation of existing skills, and resource readiness in preparation for the
Project Kickoff meeting.
Motorola Responsibilities
1. Make initial contact with the Customer Project Manager and schedule the Pre–Implementation
Review teleconference.
2. Discuss the overall project deployment methodologies, inter–agency/inter–department decision
considerations (as applicable), and third party engagement/considerations (as applicable).
3. Discuss Customer involvement in system provisioning and data gathering to understand scope
and time commitment required.
4. Discuss the online Learning Management System (LMS) training approach.
5. Obtain mutual agreement of the Project Kickoff meeting agenda and objectives.
6. Discuss the CommandCentral Solution Discovery Requirements checklist and verify Customer
has a copy of the checklist.
7. Coordinate enabling designated Customer administrator with access to the LMS and
CommandCentral Admin Console.
City of Chandler Responsibilities
1. Provide Motorola with the names and contact information for the designated LMS and
application administrators.
2. Collaborate with the Motorola PM and set the Project Kickoff meeting date.
2.3.1
Project Kickoff Teleconference
The purpose of the project kickoff is to introduce project participants and review the overall scope of the
project.
Motorola Responsibilities
1. Conduct a project kickoff teleconference.
2. Validate key project team participants attend the meeting.
3. Introduce all project participants.
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4. Review the roles of the project participants to identify communication flows and decision–
making authority between project participants.
5. Review the overall project scope and objectives.
6. Review the resource and scheduling requirements.
7. Review the teams’ interactions (meetings, reports, milestone acceptance) and Customer
participation.
8. Request third- party API, SDKs, data schema and any internal and third- party documents
necessary to establish interfaces with local and remote systems.
9. Verify Customer Administrator(s) have access to the LMS and CommandCentral Admin
Console.
City of Chandler Responsibilities
1. Validate key project team participants attend the meeting.
2. Introduce all project participants.
3. Review the roles of the project participants to identify communication flows and decision–
making authority between project participants.
4. Provide VPN access to Motorola staff to facilitate delivery of services described in this
Statement of Work.
5. Validate any necessary non–disclosure agreements, approvals, and other related issues are
complete in time so as not to introduce delay in the project schedule. Data exchange
development must adhere to third-party licensing agreements.
6. Provide all paperwork and/or forms (i.e. fingerprints, background checks, card keys and any
other security requirement) required of Motorola resources to obtain access to each of the sites
identified for this project.
7. Provide the contact information for the license administrator for the project. I.e. IT Manager,
CAD Manager, and any other key contact information as part of this project.
8. Validate access to the LMS and CommandCentral Admin Console.
9. Provide the information required in the CommandCentral Solution Discovery Requirements
checklist.
2.4
Contract Design Review (CDR)
2.4.1
Contract Design Review
The objective is to review the contracted applications, project schedule, bill of materials, functional
demonstration approach and contractual obligations of each party. The CDR commences upon
conclusion of the Project Kickoff session.
Any changes to the contracted scope can be initiated via the change provision of the Agreement.
Motorola Responsibilities
1. Review the Ordering Documents: System Description, Statement of Work and Project Schedule.
2. Review the technical, environmental and network requirements of the system.
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3. Review the initial Project Schedule and incorporate Customer feedback resulting in the
implementation project schedule. The project schedule will be maintained by Motorola and
updated through mutual collaboration. Schedule updates that impact milestones will be
addressed via the change provision of the Agreement.
4. Review and order contacted hardware.
5. Review the functional demonstration process for CommandCentral Solution and interfaces.
6. Request shipping address and receiver name.
7. Provide completed paperwork, provided to Motorola during project kickoff that enables Motorola
resources to obtain site access.
8. Review the information in the Customer provided CommandCentral Solution Discovery
Requirements checklist.
9. Grant Customer Administrator with access to CommandCentral Admin Console.
10. Grant Customer LMS Administrator with access to the LMS.
11. Generate a CDR Summary report documenting the discussions, outcomes and any required
change orders.
City of Chandler Responsibilities
1. Project Manager and key Customer assigned designees attend the meeting.
2. Provide network environment information as requested.
3. Providing shipping address and receiver name.
4. Provide locations and access to the existing data and video equipment that will be part of the
CommandCentral system per the Agreement.
Completion Criteria
The CDR is complete upon Customer receipt of the CDR Summary report.
2.4.2
Interface Delivery Review
The objective of the interface delivery review is to discuss the contracted interface, collect network
information, API, and access credentials required to connect to third party systems, and document
specific configuration parameters.
Motorola Responsibilities
1. Discuss the need for additional information such as third- party API, SDKs, data schema and
any internal and 3rd party documents necessary to establish interfaces.
2. Conduct reviews of the interface to explain how each function as well as any dependency on
third-party API, SDKs, data schema and any internal and third-party documents necessary to
establish interfaces with local and remote systems.
3. Review the functional interface demonstration process.
4. Add interface related details to the CDR Summary Report.
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City of Chandler Responsibilities
1. Provide all required 3rd. party API and SDK licensing and documentation for Customer’s
existing systems such as CAD and Video Management Systems.
2. Make knowledgeable individuals available for the interface reviews.
3. As applicable, test any existing equipment and/or any 3rd. party equipment with which Motorola
equipment will interface to validate connectivity with the Motorola system.
4. Discuss information on third-party API, SDKs, data schema and any internal and third- party
documents necessary to establish interfaces with all local and remote systems and facilities
within ten (10) days of the Project Kickoff Meeting so as not to impact the project schedule.
5. Provide software required for the support of interfaces that have not been contracted for through
Motorola.
6. Establish network connectivity between the CloudConnect Server and all third-party interface
demarcations included as part of this project.
7. Provide input on the current use of the interface and verify the functional specification in the ISD
meets the use case or identify desired changes to the specifications.
8. Facilitate communications and assist with resolution of issues that arise between Motorola and
the Customer's third-party vendor(s).
9. Assume costs associated with efforts required of the third-party vendors, which may include
professional services, API/SDK fees, Non-Disclosure Agreements, licenses, and configuration
or development, if necessary, to support desired interface functionality.
Completion Criteria
The interface delivery review is considered complete upon Motorola adding additional interface
information to the CDR Summary Report.
2.4.3
Video Management System (VMS) Design Review
The objective of the VMS Design Review is to collect all information required to connect and configure
the CommandCentral Aware and VMS Interface(s).
Motorola Responsibilities
1. Identify the specific inputs required from Customer for all VMS interfaces.
2. Add VMS interface details to the CDR Summary report.
City of Chandler Responsibilities
1. Discuss information on third-party API, SDKs, data schema and any internal and 3rd party
documents necessary to establish interfaces with all local and remote systems and facilities
within ten (10) days of the Project Kickoff Meeting so as not to impact the project schedule.
2. Work with the owners of the new and existing data and video equipment to establish network
connectivity (where applicable).
3. Gather data required to configure VMS interfaces and provide information as CSV or in Excel
spreadsheets.
4. For VMS interfaces that will be configured for each location where Network Video Recorders
(NVR) and cameras are installed, the Customer must provide all camera name, coordinates and
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Motorola Solutions CommandCentral Aware
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IP mapping and the network plan in CSV or Excel files prior to Motorola commencing
configuration of the VMS interfaces.
Completion Criteria
The VMS Design Review is complete upon Customer receipt of the CDR Summary Report.
2.5
Hardware/Software
Hardware and software activities account for the procurement, staging and configuration of server
hardware.
2.5.1
CloudConnect Server Staging
The objective of this activity is to install the software components on the server procured by Motorola at
our staging facility. The server will be tested and verified to be operational in a staged environment.
Once validated, the server will be packaged and shipped to the Customer’s location for installation.
Motorola Responsibilities
1. Order contracted server related components for delivery to the staging facility.
2. Install and configure system software.
3. Ship staged system to the Customer’s installation site.
City of Chandler Responsibilities
1. Receive the staged server and securely store it until Motorola installation.
2. Provide power and assign network IP addresses. Provide backup power, as necessary.
3. Provide network connectivity between the various networks.
4. Provide acknowledgement of receipt of delivered equipment.
Motorola Deliverables
Title/Description
Equipment Inventory
Staged System Delivery
2.5.2
CloudConnect Server Configuration
Motorola Solutions Responsibilities
1. Remotely configure Server and install VSphere license.
2. Remotely configure network connectivity and test connection to the server.
City of Chandler Responsibilities
Provide remote access to the server remotely.
Completion Criteria
CloudConnect Server configuration is complete.
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City of Chandler
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Motorola Solutions CommandCentral Aware
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2.6
Interfaces and Integration
The installation, configuration and demonstration of interfaces may be an iterative series of activities
depending upon access to third-party systems. Interfaces will be installed and configured in accordance
with the project schedule. Integrations of functionality between Motorola developed products will be
completed through software installation and provisioning activities in accordance with the Project
Schedule dates. Integration activities that have specific requirements will be completed as outlined in
this SOW.
2.6.1
Interface Development
Development will be completed in accordance with an interface design document. The Customer is
responsible for engaging third-party vendors if and as required to facilitate connectivity and testing of
the interfaces.
Motorola Responsibilities
1. Develop interfaces in accordance with the interface design document.
2. Establish connectivity to external and third-party systems.
3. Configure interfaces to support the functionality described in the interface design document.
4. Demonstrate the interface usability.
City of Chandler Responsibilities
1. Act as liaison between Motorola and third-party vendors or systems as required to establish
interface connectivity with the Motorola system.
2. Provide personnel proficient with and authorized to make changes to the network and third-party
systems to support Motorola’s interface installation efforts.
3. Provide network connectivity between CommandCentral and third-party systems.
Unknown circumstances, requirements, and anomalies at the time of initial design can present
difficulties in interfacing to some third-party applications. These difficulties could result in a poorly
performing or even a non–functional interface. When information and access to systems is provided,
Motorola will be able to mitigate these difficulties. If Motorola mitigation requires additional third–party
integration, application upgrades, API upgrades, and/or additional software licenses, those costs will
need to be addressed through the Change Order provision of the Agreement.
Motorola Deliverables
Title/Description
Contracted Interfaces
2.6.2
Interface Deployment
Connectivity will be established between the Motorola system and the external and/or third-party
systems to which the software will interface. Motorola will configure the system to support each
contracted interface. The Customer is responsible for engaging third-party vendors if and as required to
facilitate connectivity and testing of the interfaces.
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October 25, 2022
Motorola Solutions CommandCentral Aware
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Motorola Responsibilities
1. Establish connectivity to external and third-party systems.
2. Configure interfaces to support the functionality described in the System Description.
3. Validate each interface can transmit and/or receive data in accordance with the System
Description.
City of Chandler Responsibilities
1. Act as liaison between Motorola and third-party vendors or systems as required to establish
interface connectivity with the Motorola system.
2. Provide personnel proficient with and authorized to make changes to the network and third-party
systems to support Motorola’s interface installation efforts.
3. Provide network connectivity between CommandCentral and the third-party systems.
Unknown circumstances, requirements, and anomalies at the time of initial design can present
difficulties in interfacing to some third-party applications. These difficulties could result in a poorly
performing or even a non–functional interface. When information and access to systems is provided,
Motorola will be able to mitigate these difficulties. If Motorola mitigation requires additional third–party
integration, application upgrades, API upgrades, and/or additional software licenses, those costs will
need to be addressed through the Change Order provision of the Agreement.
Motorola Deliverables
Title/Description
Contracted interfaces
2.6.3
CommandCentral Solution
Motorola Responsibilities
1. Installation and configuration of the connection to the Customer mapping system, (i.e. ESRI
online, ESRI server, or static map layers).
2. Test mapping layers and links to validate CommandCentral Solution is accessing and utilizing
Customer published GIS data.
City of Chandler Responsibilities
1. Provide access to ESRI/GIS system and/or GIS personnel.
2. Provide published GIS map layers.
3. Work with Motorola staff to publish specific maps beneficial to the Customer analysts.
Completion Criteria
CommandCentral Solution Geospatial Mapping configuration is complete.
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Motorola Solutions CommandCentral Aware
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2.6.4
CommandCentral Aware
Motorola Responsibilities
1. Import the floor plans into CommandCentral Solution.
2. Test floor plan layers and validate CommandCentral Solution is accessing and utilizing floor
plans in the correct location and orientation.
City of Chandler Responsibilities
Provide floor plan files in the acceptable formats.
Completion Criteria
CommandCentral Solution Floor Plans configuration is complete.
2.7
CommandCentral Provisioning
2.7.1
CommandCentral Solution
Motorola will discuss industry best practices, current operations environment and subsystem integration
in order to determine the optimal configuration for CommandCentral Solution.
Motorola Responsibilities
1. Using the CommandCentral Admin Console, provision users, groups, rules and based off
Customer Active Directory data.
City of Chandler Responsibilities
1. Supply the access and credentials to Customer’s Active Directory for the purpose of Motorola
conducting CommandCentral Solution provisioning.
2. Respond to Motorola inquiries regarding users/groups/agency mapping to CommandCentral
Solution functionality.
Completion Criteria
CommandCentral Solution provisioning is complete upon Motorola completing provisioning activities.
2.8
CommandCentral Online Training
CommandCentral training is made available to via Motorola Solutions Software Enterprise Learning
Management System (LMS). This subscription service provides you with continual access to our library
of online learning content and allows your users the benefit of learning at times convenient to them.
Content is added and updated on a regular basis to keep information current. All Motorola Solutions
tasks are completed remotely and enable the Customer to engage in training when convenient to the
user.
LMS Administrators are able to add/modify users, run reports, and add/modify groups within the
panorama.
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City of Chandler
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Motorola Solutions CommandCentral Aware
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Motorola Solutions Responsibilities
Initial setup of Panorama and addition of administrators.
Provide instruction to the Customer LMS Administrators on:
- Adding and maintaining users.
- Adding and maintaining Groups.
- Assign courses and Learning Paths.
- Running reports.
City of Chandler Responsibilities
Go to https://learningservices.Motorola Solutionssolutions.com and request access if you do not
already have it.
Complete LMS Administrator training.
Advise users of the availability of the LMS.
Add/modify users, run reports and add/modify groups.
Completion Criteria
Work is considered complete upon conclusion of Motorola Solutions provided LMS Administrator
instruction.
Panorama – A panorama is an individual instance of the Learning Management System that provides
autonomy to the agency utilizing.
Groups – A more granular segmentation of the LMS that are generally used to separate learners of like
function (i.e. dispatchers, call takers, patrol, firefighter). These may also be referred to as clients within
the LMS.
Learning Path – A collection of courses that follow a logical order, may or may not enforce linear
progress.
2.9
CommandCentral Summit Conference
The Summit Conference is an opportunity for City of Chandler to come together with other Motorola
Solutions software customers for extensive software training and networking opportunities designed to
help maximize their software investment and strengthen system knowledge across every agency role. It
also provides an excellent setting for City of Chandler to meet face to face with representatives from
departments such as Customer Success, Product Management, Training, and Technical Support to
discuss their agencies’ technology needs. Agencies that have set aside pre-paid training or
professional services fees can use those funds to pay for conference registration and travel expenses.
2.10 CommandCentral Professional Consulting Services
Professional Consulting Services provide the Customer an opportunity to utilize Motorola subject matter
experts as needed to address operational concerns: impromptu training, process re-engineering or one
on one personalized support.
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Motorola Responsibilities
1. Conduct a discovery teleconference with Customer’s PM to understand the Customer needs
prior to scheduling on-site service.
2. Provide Customer with a summary of the needs discussed during the teleconference that serve
as the focus for the on-site service delivery.
3. Upon agreement of the focus of on-site service, schedule a mutually agreeable date for delivery
of on-site service.
4. Provide five days total spread across two trips of on-site service Monday through Friday, 8:00
am to 5:00 pm Customer time.
5. Provide Customer with a summary report of the activities completed as part of on-site service
delivery.
City of Chandler Responsibilities
1. Participate in the discovery teleconference and agree to objectives.
2. Schedule a mutually agreeable date for delivery of on-site service.
3. Coordinate availability of people or resources required for Motorola to fulfill the focus of on-site
service.
Completion Criteria
Work is considered complete upon Motorola providing Customer with the summary report.
2.11 Product Validation
The system is exercised throughout the delivery of the project by both Motorola and the Customer via
provisioning and training activities. To solidify Customer confidence in the system and prepare for user
operation, Motorola will perform prescribed system validations in accordance with a Product Validation
Plan.
2.11.1
Functional Demonstration
The objective of functional demonstration is to validate Customer access to the CommandCentral
features and functions and system integration via configured interfaces (as applicable).
Motorola Responsibilities
1. Update functional demonstration script.
2. Provide script to Customer for review and acknowledgement.
3. Conduct functional demonstration.
4. Correct any configuration issues impacting access to cloud based features; i.e. map display,
location updates, video display and/or interface and integrations.
5. Create a summary report documenting the activities of the functional demonstration and any
corrective actions taken by Customer or Motorola during the demonstration.
6. Provide Customer instruction on using the Customer Feedback Tool for feature/enhancement
requests.
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Motorola Solutions CommandCentral Aware
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City of Chandler Responsibilities
1. Review and agree to the scope of the demonstration script.
2. Witness the functional demonstration and acknowledge its completion.
3. Resolve any provisioning impacting the functional demonstration.
4. Provide Motorola with any requests for feature enhancements.
Completion Criteria
Conclusion of the functional demonstration.
2.11.2
Interface Validation
The objective of Interface Validation is to verify that the installed interfaces perform in accordance with
what is presented in the System Description.
Motorola is not responsible for issues arising from lack of engagement of third-party and/or Customer
resources to perform work required to enable/provision and/or configure an interface to a third-party
system, or troubleshooting any issues on the Customer’s third-party systems.
Interfaces that cannot be tested due to connectivity issues to external systems, or the unavailability of
Customer’s third-party system will be demonstrated to show that Motorola’s portion of an interface is
enabled to send and/or receive data that supports the interface experience. In such cases, Motorola
demonstrating the elements within Motorola’s control will constitute a successful demonstration and
completion of the demonstration task.
Motorola Responsibilities
1. Conduct Interface Validation demonstration.
2. Develop remediation plan for anomalies that do not align with Motorola’s stated System
Description.
City of Chandler Responsibilities
1. Provide access to a resource with access to the interfacing system to validate functionality.
2. Witness the execution of the demonstration and acknowledge successful completion.
3. Participate in the documentation of anomalies and work with Motorola to develop remediation
action(s).
Motorola Deliverable
Title/Description
Remediation Plan/Schedule for documented anomalies, as required
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Motorola Solutions CommandCentral Aware
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2.12 Completion Milestone
Following the conclusion of delivery of the functional demonstration the project is considered complete
and the Software System completion milestone will be recognized.
2.13 Transition to Support And Customer Success
Following the completion of the activation of CommandCentral components, implementation activities
are complete. The transition to the Motorola Solutions’ support organization completes the
implementation activities.
Customer Success is the main point of contact as you integrate this solution into your agency’s
business processes. Our team will work with you to ensure Video-as-a-Service has met your
expectations and that the solution satisfies your goals and objectives. Contact Customer Success at
CommandCentralCS@motorolasolutions.com.
Our Customer Support team will be the point of contact for technical support concerns you might have
and can be reached either by phone at 1-800-MSI-HELP (option x4, x4, x3) or by emailing support-
commandcentral@motorolasolutions.com.
Motorola Solutions Responsibilities
Provide the Customer with Motorola Solutions support engagement process and contact
information.
Gather contact information for the Customer users authorized to engage Motorola Solutions
support.
City of Chandler Responsibilities
Provide Motorola Solutions with specific contact information for those users authorized to
engage Motorola Solutions’ support.
Engage the Motorola Solutions support organization as needed.
Completion Criteria
Conclusion of the handover to support and the implementation project is complete.
DocuSign Envelope ID: 5DF9891F-828F-41EC-B5F0-6DD5E71C31DB
City of Chandler
October 25, 2022
Motorola Solutions CommandCentral Aware
Pricing
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FGM21PC12345
Page 3-1
Section 3
Pricing
3.1
Pricing Summary Table
Proposal Item Description
List Price
Year 1
HGAC
Contract
Price Year
1
CommandCentral Aware Subscriptions including Interfaces (Year 1)
$41,910
$37,719
Users Conference Advance Standard Attendance (includes travel)-FOR SUMMIT Upfront 5
years
$29,000
$29,000
Cloud Anchor Server
$8, 202
$7,382
Implementation/Installation Services
$135,635
$135,635
Consulting Services
$42,069
$42,069
System Grand Total (Year 1)
$256,816
$251,805
3.2
P1 Mobile Licenses Standard Maintenance Annual
Pricing Summary
Proposal Item Description
Annual List
Price
HGAC Contract
Price
Year 1
Included Above
Included
Year 2
$41,910
$37,719
Year 3
$41,910
$37,719
Year 4
$41,910
$37,719
Year 5
$41,910
$37,719
Subscriptions/Maintenance Total Out- Years 2-5
$167,640
$150,876
Motorola pricing is based on a complete system solution. The addition or deletion of any component(s) may subject the
total system price to modifications.
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Motorola Solutions CommandCentral Aware
Pricing
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3.3
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. If Customer has
purchased additional Professional or Subscription services, payment will be in accordance with the
applicable addenda. Payment for the System purchase will be in accordance with the following
milestones.
System Purchase (excluding Subscribers, if applicable).
1. 50% of the Contract Price due upon contract execution (due upon effective date);
2. 50% of the Contract Price due upon Final Acceptance.
If Subscribers are purchased, 100% of the Subscriber Contract Price will be invoiced upon shipment
(as shipped).
Motorola shall make partial shipments of equipment and will request payment upon shipment of such
equipment. In addition, Motorola shall invoice for installations completed on a site-by-site basis or when
professional services are completed, when applicable. The value of the equipment shipped/services
performed will be determined by the value shipped/services performed as a percentage of the total
milestone value. Unless otherwise specified, contract discounts are based upon all items proposed and
overall system package. 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.
Materials and Labor Price Increase.
In the event that there are significant increases in the prices that Motorola pays for materials and supplies
for the work to be performed between the date the Agreement is signed and the date that materials are
purchased for the work to be performed, Motorola shall be entitled to additional compensation from
Customer as described herein. A significant increase in price is defined herein as an increase as to any
specific items of materials of three percent (3%) or more from original proposal. In such a case, Customer
shall pay to Motorola, on request, all sums by which the cost to Motorola for any such items of materials
has increased beyond 3%. This would apply, but not be limited to price increases in any components
included in the Bill of Materials or Scope of Work as well as manufactured products and equipment or
third party manufactured products and equipment. Motorola shall not be responsible for increased prices
of materials when caused by delays, shortages or unavailability of materials due to conditions not caused
by Contractor. Any pricing change would be documented in a change order executed with the Customer.
For Lifecycle Support Plan and Subscription Based Services:
Motorola will invoice Customer annually in advance of each year of the plan.
Inflation Review.
For multi-year agreements, at the end of the first year of the Agreement and each year thereafter, a CPI
percentage change calculation shall be performed using the U.S. Department of Labor, Consumer
DocuSign Envelope ID: 5DF9891F-828F-41EC-B5F0-6DD5E71C31DB
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Motorola Solutions CommandCentral Aware
Pricing
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Price Index, “All Items,” Unadjusted Urban Areas (CPI-U). Should the annual inflation rate increase
greater than 3% during the previous year, Motorola shall have the right to increase all future
maintenance prices by the CPI increase amount exceeding 3%. “All Items,” not seasonally adjusted
shall be used as the measure of CPI for this price adjustment. The adjustment calculation will be based
upon the CPI for the most recent twelve (12) month increment beginning from the most current month
available as posted by the U.S. Department of Labor (http://www.bls.gov) immediately preceding the
new maintenance year. For purposes of illustration, if in Year 5 the CPI reported an increase of 8%,
Motorola may increase the Year 6 price by 5% (8%-3% base). Any pricing change would be
documented in a change order executed with the Customer.
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Section 4
Terms and Conditions
Motorola’s Proposal is subject to the terms and conditions of the attached Master Customer
Agreement (“MCA”), Equipment Purchase and Software License Addendum (“EPSLA”),
Software Products Addendum (“SPA”), Subscription Software Addendum (“SSA”).
DocuSign Envelope ID: 5DF9891F-828F-41EC-B5F0-6DD5E71C31DB
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H-GAC Master Customer Agreement
This Master Customer Agreement (the “MCA”) is entered into between Motorola Solutions, Inc.,
with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity
set forth in the signature block below (“Customer”). Motorola and Customer will each be referred
to herein as a “Party” and collectively as the “Parties”. This Agreement (as defined below) is
effective as of the date of the last signature (the “Effective Date”).
WHEREAS, the Customer desires to purchase communications products and services; and
WHEREAS, Motorola desires to sell communications products and services to Customer; and
WHEREAS, Houston-Galveston Area Council (“H-GAC”), acting as the agent for various local
governmental entities who are “End Users” under interlocal agreements (including the Customer)
has solicited proposals for communications equipment and conducted discussions with Motorola
concerning its proposal and, where applicable, in accordance with the competitive procurement
procedures of Texas law; and
WHEREAS, H-GAC and Motorola entered into that certain Contract No. RA05-21 executed on
September 28, 2021, (the “H-GAC Contract”), which provided that End Users may purchase
communications equipment from Motorola pursuant to certain terms contained therein;
WHEREAS, pursuant to Articles 2 and 6 of the Special Provisions of the H-GAC Contract,
Motorola and Customer now wish to enter into this Agreement to delineate the specific terms of
the purchase of communications products and services from Motorola by the Customer. For
good and valuable consideration, the Parties agree as follows:
1.
Agreement.
1.1.
Scope; Agreement Documents. This MCA governs Customer’s purchase of Products (as
defined below) and Services (as defined below) from Motorola. The H-GAC Contract is attached
hereto as Exhibit A and is incorporated into this Agreement in full by this reference. Additional
terms and conditions applicable to specific Products and Services are set forth in one or more
addenda attached to this MCA (each an “Addendum”, and collectively the “Addenda”). In
addition, the Parties may agree upon solution descriptions, equipment lists, statements of work,
schedules, technical specifications, and other ordering documents setting forth the Products and
Services to be purchased by Customer and provided by Motorola and additional rights and
obligations of the Parties (the “Ordering Documents”). To the extent required by applicable
procurement law, a proposal submitted by Motorola in response to a competitive procurement
process will be included within the meaning of the term Ordering Documents. This MCA, its
exhibit, the Addenda, and any Ordering Documents collectively form the Parties’ “Agreement”.
1.2.
Order of Precedence. In interpreting this Agreement and resolving any ambiguities, Exhibit
A shall prevail over this entire Agreement in the event of a conflict. Each Addendum will control
with respect to conflicting terms in the MCA, but only as applicable to the Products and Services
described in such Addendum. Each Ordering Document will control with respect to conflicting
terms in the MCA or any Addenda, but only as applicable to the Products and Services described
on such Ordering Document.
2.
Products and Services.
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2.1.
Products. Motorola will (a) sell hardware provided by Motorola (“Equipment”), (b) license
software which is either preinstalled on Equipment or installed on Customer-Provided Equipment
(as defined below) and licensed to Customer by Motorola for a perpetual or other defined license
term (“Licensed Software”), and (c) license cloud-based software as a service products and
other software which is either preinstalled on Equipment or installed on Customer-Provided
Equipment, but licensed to Customer by Motorola on a subscription basis (“Subscription
Software”) to Customer, to the extent each is set forth in an Ordering Document, for Customer’s
own use in accordance with this Agreement. The Equipment, Licensed Software, and
Subscription Software shall collectively be referred to herein as “Products”, or individually as a
“Product”. At any time during the Term (as defined below), Motorola may substitute any Products
at no cost to Customer, if the substitute is substantially similar to the Products set forth in the
applicable Ordering Documents.
2.2.
Services.
2.2.1. Motorola will provide services related to purchased Products (“Services”), to the
extent set forth in an Ordering Document.
2.2.2. Integration Services; Maintenance and Support Services. If specified in an
Ordering Document, Motorola will provide, for the term of such Ordering
Document, (a) design, deployment, and integration Services in order to design,
install, set up, configure, and/or integrate the applicable Products at the applicable
locations (“Sites”), agreed upon by the Parties (“Integration Services”), or (b)
break/fix maintenance, technical support, or other Services (such as software
integration Services) (“Maintenance and Support Services”), each as further
described in the applicable statement of work. Maintenance and Support Services
and Integration Services will each be considered “Services”, as defined above.
2.2.3. Service Ordering Documents. The Fees for Services will be set forth in an Ordering
Document and any applicable project schedules. A Customer point of contact will
be set forth in the applicable statement of work for the Services. For purposes of
clarity, each statement of work will be incorporated into, and form an integral part
of, the Agreement.
2.2.4. Service Completion. Unless otherwise specified in the applicable Ordering
Document, Services described in an Ordering Document will be deemed complete
upon Motorola’s performance of all Services listed in such Ordering Document
(“Service Completion Date”); provided, however, that Maintenance and Support
Services may be offered on an ongoing basis during a given Ordering Document
term, in which case such Maintenance and Support Services will conclude upon
the expiration or termination of such Ordering Document.
2.3.
Non-Preclusion. If, in connection with the Products and Services provided under this
Agreement, Motorola makes recommendations, including a recommendation to purchase other
products or services, nothing in this Agreement precludes Motorola from participating in a future
competitive bidding process or otherwise offering or selling the recommended products or other
services to Customer. Customer represents that this paragraph does not violate its procurement
standards or other laws, regulations, or policies.
2.4.
Customer Obligations. Customer will ensure that information Customer provides to
Motorola in connection with receipt of Products and Services are accurate and complete in all
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material respects. Customer will make timely decisions and obtain any required management
approvals that are reasonably necessary for Motorola to provide the Products and Services and
perform its other duties under this Agreement. Unless the applicable Ordering Document states
otherwise, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or
provide advice concerning any assumptions or Customer information, decisions, or approvals
described in this Section. If any assumptions in the Ordering Documents or information provided
by Customer prove to be incorrect, or if Customer fails to perform any of its obligations under this
Agreement, Motorola’s ability to perform its obligations may be impacted and changes to the
Agreement, including the scope, Fees, and performance schedule may be required.
2.5.
Documentation. Products and Services may be delivered with documentation for the
Equipment, software Products, or data that specifies technical and performance features,
capabilities, users, or operation, including training manuals, and other deliverables, such as
reports, specifications, designs, plans, drawings, analytics, or other information (collectively,
“Documentation”). Documentation is and will be owned by Motorola, unless otherwise expressly
agreed in an Addendum or Ordering Document that certain Documentation will be owned by
Customer. Motorola hereby grants Customer a limited, royalty-free, worldwide, non-exclusive
license to use the Documentation solely for its internal business purposes in connection with the
Products and Services.
2.6.
Motorola Tools and Equipment. As part of delivering the Products and Services, Motorola
may provide certain tools, equipment, models, and other materials of its own. Such tools and
equipment will remain the sole property of Motorola unless they are to be purchased by Customer
as Products and are explicitly listed on an Ordering Document. The tools and equipment may be
held by Customer for Motorola’s use without charge and may be removed from Customer’s
premises by Motorola at any time without restriction. Customer will safeguard all tools and
equipment while in Customer’s custody or control, and be liable for any loss or damage. Upon the
expiration or earlier termination of this Agreement, Customer, at its expense, will return to
Motorola all tools and equipment in its possession or control.
2.7.
Authorized Users. Customer will ensure its employees and Authorized Users comply with
the terms of this Agreement and will be liable for all acts and omissions of its employees and
Authorized Users. Customer is responsible for the secure management of Authorized Users’
names, passwords and login credentials for access to Products and Services. “Authorized
Users” are Customer’s employees, full-time contractors engaged for the purpose of supporting
the Products and Services that are not competitors of Motorola, and the entities (if any) specified
in an Ordering Document or otherwise approved by Motorola in writing (email from an authorized
Motorola signatory accepted), which may include affiliates or other Customer agencies.
2.8.
Export Control. Customer, its employees, and any other Authorized Users will not access
or use the Products and Services in any jurisdiction in which the provision of such Products and
Services is prohibited under applicable laws or regulations (a “Prohibited Jurisdiction”), and
Customer will not provide access to the Products and Services to any government, entity, or
individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it and
its Authorized Users are not named on any U.S. government list of persons prohibited from
receiving U.S. exports, or transacting with any U.S. person; (b) it and its Authorized Users are not
a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit
its Authorized Users to access or use the Products or Services in violation of any U.S. or other
applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized
Users will comply with all applicable laws regarding the transmission of technical data exported
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from the U.S. and the country in which Customer, its employees, and the Authorized Users are
located.
2.9.
Change Orders. Unless a different change control process is agreed upon in writing by
the Parties, a Party may request changes to an Addendum or an Ordering Document by
submitting a change order to the other Party (each, a “Change Order”). If a requested change in
a Change Order causes an increase or decrease in the Products or Services, the Parties by
means of the Change Order will make appropriate adjustments to the Fees, project schedule, or
other matters. Change Orders are effective and binding on the Parties only upon execution of the
Change Order by an authorized representative of both Parties.
3.
Term and Termination.
3.1.
Term. The term of this MCA (“Term”) will commence on the Effective Date and continue
until six (6) months after the later of (a) the termination, expiration, or discontinuance of services
under the last Ordering Document in effect, or (b) the expiration of all applicable warranty periods,
unless the MCA is earlier terminated as set forth herein. The applicable Addendum or Ordering
Document will set forth the term for the Products and Services governed thereby.
3.2.
Termination. Either Party may terminate the Agreement or the applicable Addendum or
Ordering Document if the other Party breaches a material obligation under the Agreement and
does not cure such breach within thirty (30) days after receipt of notice of the breach or fails to
produce a cure plan within such period of time. Each Addendum and Ordering Document may be
separately terminable as set forth therein.
3.3.
Suspension of Services. Motorola may terminate or suspend any Products or Services
under an Ordering Document if Motorola determines: (a) the related Product license has expired
or has terminated for any reason; (b) the applicable Product is being used on a hardware platform,
operating system, or version not approved by Motorola; (c) Customer fails to make any payments
when due; or (d) Customer fails to comply with any of its other obligations or otherwise delays
Motorola’s ability to perform.
3.4.
Effect of Termination or Expiration. Upon termination for any reason or expiration of this
Agreement, an Addendum, or an Ordering Document, Customer and the Authorized Users will
return or destroy (at Motorola’s option) all Motorola Materials and Motorola’s Confidential
Information in their possession or control and, as applicable, provide proof of such destruction,
except that Equipment purchased by Customer should not be returned. If Customer has any
outstanding payment obligations under this Agreement, Motorola may accelerate and declare all
such obligations of Customer immediately due and payable by Customer. Notwithstanding the
reason for termination or expiration, Customer must pay Motorola for Products and Services
already delivered. Customer has a duty to mitigate any damages under this Agreement, including
in the event of default by Motorola and Customer’s termination of this Agreement.
4.
Payment and Invoicing.
4.1.
Fees. Fees and charges applicable to the Products and Services (the “Fees”) will be as
set forth in the applicable Addendum or Ordering Document, and such Fees may be changed by
Motorola at any time, except that Motorola will not change the Fees for Products and Services
purchased by Customer during the term of an active Ordering Document or during a Subscription
Term (as defined and further described in the applicable Addendum). The fees and charges
include the H-GAC administrative fee. Motorola will pay H-GAC’s administrative fee in accordance
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with the payment terms of the H-GAC Contract. Changes in the scope of Services described in
an Ordering Document may require an adjustment to the Fees due under such Ordering
Document. If a specific invoicing or payment schedule is set forth in the applicable Addendum or
Ordering Document, such schedule will apply solely with respect to such Addendum or Ordering
Document. Unless otherwise specified in the applicable Ordering Document, the Fees for any
Services exclude expenses associated with unusual and costly Site access requirements (e.g., if
Site access requires a helicopter or other equipment), and Customer will reimburse Motorola for
these or other expenses incurred by Motorola in connection with the Services.
4.2.
Taxes. The Fees do not include any excise, sales, lease, use, property, or other taxes,
assessments, duties, or regulatory charges or contribution requirements (collectively, “Taxes”),
all of which will be paid by Customer, except as exempt by law, unless otherwise specified in an
Ordering Document. If Motorola is required to pay any Taxes, Customer will reimburse Motorola
for such Taxes (including any interest and penalties) within thirty (30) days after Customer’s
receipt of an invoice therefore. Customer will be solely responsible for reporting the Products for
personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its
income and net worth.
4.3.
Invoicing. Motorola will invoice Customer at the frequency set forth in the applicable
Addendum or Ordering Document, and Customer will pay all invoices within thirty (30) days of the
invoice date or as otherwise specified in the applicable Addendum or Ordering Document. Late
payments will be subject to interest charges at the maximum rate permitted by law, commencing
upon the due date. Motorola may invoice electronically via email, and Customer agrees to receive
invoices via email at the email address set forth in an Ordering Document. Customer
acknowledges and agrees that a purchase order or other notice to proceed is not required for
payment for Products or Services.
5.
Sites; Customer-Provided Equipment; Non-Motorola Content.
5.1.
Access to Sites. Customer will be responsible for providing all necessary permits, licenses,
and other approvals necessary for the installation and use of the Products and the performance
of the Services at each applicable Site, including for Motorola to perform its obligations hereunder,
and for facilitating Motorola’s access to the Sites. No waivers of liability will be imposed on
Motorola or its subcontractors by Customer or others at Customer facilities or other Sites, but if
and to the extent any such waivers are imposed, the Parties agree such waivers are void.
5.2.
Site Conditions. Customer will ensure that (a) all Sites are safe and secure, (b) Site
conditions meet all applicable industry and legal standards (including standards promulgated by
OSHA or other governmental or regulatory bodies), (c) to the extent applicable, Sites have
adequate physical space, air conditioning, and other environmental conditions, electrical power
outlets, distribution, equipment, connections, and telephone or other communication lines
(including modem access and interfacing networking capabilities), and (d) Sites are suitable for
the installation, use, and maintenance of the Products and Services. This Agreement is predicated
upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the
Effective Date.
5.3.
Site Issues. Motorola will have the right at any time to inspect the Sites and advise
Customer of any deficiencies or non-conformities with the requirements of this Section 5 – Sites;
Customer-Provided Equipment; Non-Motorola Content. If Motorola or Customer identifies any
deficiencies or non-conformities, Customer will promptly remediate such issues or the Parties will
select a replacement Site. If a Party determines that a Site identified in an Ordering Document is
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not acceptable or desired, the Parties will cooperate to investigate the conditions and select a
replacement Site or otherwise adjust the installation plans and specifications as necessary. A
change in Site or adjustment to the installation plans and specifications may cause a change in
the Fees or performance schedule under the applicable Ordering Document.
5.4.
Customer-Provided Equipment. Certain components, including equipment and software,
not provided by Motorola may be required for use of the Products and Services (“Customer-
Provided Equipment”). Customer will be responsible, at its sole cost and expense, for providing
and maintaining the Customer-Provided Equipment in good working order. Customer represents
and warrants that it has all rights in Customer-Provided Equipment to permit Motorola to access
and use the applicable Customer-Provided Equipment to provide the Products and Services
under this Agreement, and such access and use will not violate any laws or infringe any third-
party rights (including intellectual property rights). Customer (and not Motorola) will be fully liable
for Customer-Provided Equipment, and Customer will immediately notify Motorola of any
Customer-Provided Equipment damage, loss, change, or theft that may impact Motorola’s ability
to provide the Products and Services under this Agreement, and Customer acknowledges that
any such events may cause a change in the Fees or performance schedule under the applicable
Ordering Document.
5.5.
Non-Motorola Content. In certain instances, Customer may be permitted to access, use,
or integrate Customer or third-party software, services, content, and data that is not provided by
Motorola (collectively, “Non-Motorola Content”) with or through the Products and Services. If
Customer accesses, uses, or integrates any Non-Motorola Content with the Products or Services,
Customer will first obtain all necessary rights and licenses to permit Customer’s and its Authorized
Users’ use of the Non-Motorola Content in connection with the Products and Services. Customer
will also obtain the necessary rights for Motorola to use such Non-Motorola Content in connection
with providing the Products and Services, including the right for Motorola to access, store, and
process such Non-Motorola Content (e.g., in connection with Subscription Software), and to
otherwise enable interoperation with the Products and Services. Customer represents and
warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or integrating
the applicable Non-Motorola Content with the Products and Services, and that Customer and its
Authorized Users will comply with any terms and conditions applicable to such Non-Motorola
Content. If any Non-Motorola Content require access to Customer Data (as defined below),
Customer hereby authorizes Motorola to allow the provider of such Non-Motorola Content to
access Customer Data, in connection with the interoperation of such Non-Motorola Content with
the Products and Services. Customer acknowledges and agrees that Motorola is not responsible
for, and makes no representations or warranties with respect to, the Non-Motorola Content
(including any disclosure, modification, or deletion of Customer Data resulting from use of Non-
Motorola Content or failure to properly interoperate with the Products and Services). If Customer
receives notice that any Non-Motorola Content must be removed, modified, or disabled within the
Products or Services, Customer will promptly do so. Motorola will have the right to disable or
remove Non-Motorola Content if Motorola believes a violation of law, third-party rights, or
Motorola’s policies is likely to occur, or if such Non-Motorola Content poses or may pose a security
or other risk or adverse impact to the Products or Services, Motorola, Motorola’s systems, or any
third party (including other Motorola customers). Nothing in this Section will limit the exclusions
set forth in Section 7.2 – Intellectual Property Infringement.
6.
Representations and Warranties.
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6.1.
Mutual Representations and Warranties. Each Party represents and warrants to the other
Party that (a) it has the right to enter into the Agreement and perform its obligations hereunder,
and (b) the Agreement will be binding on such Party.
6.2.
Motorola Warranties. Subject to the disclaimers and exclusions below, Motorola
represents and warrants that (a) Services will be provided in a good and workmanlike manner
and will conform in all material respects to the descriptions in the applicable Ordering Document;
and (b) for a period of ninety (90) days commencing upon the Service Completion Date for one-
time Services, the Services will be free of material defects in materials and workmanship. Other
than as set forth in subsection (a) above, recurring Services are not warranted but rather will be
subject to the requirements of the applicable Addendum or Ordering Document. Motorola
provides other express warranties for Motorola-manufactured Equipment, Motorola-owned
software Products, and certain Services. Such express warranties are included in the applicable
Addendum or Ordering Document. Such representations and warranties will apply only to the
applicable Product or Service that is the subject of such Addendum or Ordering Document.
6.3.
Warranty Claims; Remedies. To assert a warranty claim, Customer must notify Motorola
in writing of the claim prior to the expiration of any warranty period set forth in this MCA or the
applicable Addendum or Ordering Document. Unless a different remedy is otherwise expressly
set forth for a particular warranty under an Addendum, upon receipt of such claim, Motorola will
investigate the claim and use commercially reasonable efforts to repair or replace any confirmed
materially non-conforming Product or re-perform any non-conforming Service, at its option. Such
remedies are Customer’s sole and exclusive remedies for Motorola’s breach of a warranty.
Motorola’s warranties are extended by Motorola to Customer only, and are not assignable or
transferrable.
6.4.
Pass-Through Warranties. Notwithstanding any provision of this Agreement to the
contrary, Motorola will have no liability for third-party software or hardware provided by Motorola;
provided, however, that to the extent offered by third-party providers of software or hardware and
to the extent permitted by law, Motorola will pass through express warranties provided by such
third parties.
6.5.
WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS AND PASS THROUGH
WARRANTIES IN THIS AGREEMENT, PRODUCTS AND SERVICES PURCHASED
HEREUNDER ARE PROVIDED “AS IS” AND WITH ALL FAULTS. WARRANTIES SET FORTH
IN THE AGREEMENT ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS AND
SERVICES AND MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY. MOTOROLA DOES NOT
REPRESENT OR WARRANT THAT USE OF THE PRODUCTS AND SERVICES WILL BE
UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT
THEY WILL MEET CUSTOMER’S PARTICULAR REQUIREMENTS.
7.
Indemnification.
7.1.
General Indemnity. Motorola will defend, indemnify, and hold Customer harmless from
and against any and all damages, losses, liabilities, and expenses (including reasonable fees and
expenses of attorneys) arising from any actual third-party claim, demand, action, or proceeding
(“Claim”) for personal injury, death, or direct damage to tangible property to the extent caused by
Motorola’s negligence, gross negligence or willful misconduct while performing its duties under
an Ordering Document or an Addendum, except to the extent the claim arises from Customer’s
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negligence or willful misconduct. Motorola’s duties under this Section 7.1 – General Indemnity
are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Claim; (b)
Motorola having sole control of the defense of the suit and all negotiations for its settlement or
compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing
reasonable assistance in the defense of the Claim.
7.2.
Intellectual Property Infringement. Motorola will defend Customer against any third-party
claim alleging that a Motorola-developed or manufactured Product or Service (the “Infringing
Product”) directly infringes a United States patent or copyright (“Infringement Claim”), and
Motorola will pay all damages finally awarded against Customer by a court of competent
jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an
Infringement Claim. Motorola’s duties under this Section 7.2 – Intellectual Property
Infringement are conditioned upon: (a) Customer promptly notifying Motorola in writing of the
Infringement Claim; (b) Motorola having sole control of the defense of the suit and all negotiations
for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested
by Motorola, providing reasonable assistance in the defense of the Infringement Claim.
7.2.1. If an Infringement Claim occurs, or in Motorola’s opinion is likely to occur, Motorola
may at its option and expense: (a) procure for Customer the right to continue using
the Infringing Product; (b) replace or modify the Infringing Product so that it
becomes non-infringing; or (c) grant Customer (i) a pro-rated refund of any
amounts pre-paid for the Infringing Product (if the Infringing Product is a software
Product, i.e., Licensed Software or Subscription Software) or (ii) a credit for the
Infringing Product, less a reasonable charge for depreciation (if the Infringing
Product is Equipment, including Equipment with embedded software).
7.2.2. In addition to the other damages disclaimed under this Agreement, Motorola will
have no duty to defend or indemnify Customer for any Infringement Claim that
arises from or is based upon: (a) Customer Data, Customer-Provided Equipment,
Non-Motorola Content, or third-party equipment, hardware, software, data, or other
third-party materials; (b) the combination of the Product or Service with any
products or materials not provided by Motorola; (c) a Product or Service designed,
modified, or manufactured in accordance with Customer’s designs, specifications,
guidelines or instructions; (d) a modification of the Product or Service by a party
other than Motorola; (e) use of the Product or Service in a manner for which the
Product or Service was not designed or that is inconsistent with the terms of this
Agreement; or (f) the failure by Customer to use or install an update to the Product
or Service that is intended to correct the claimed infringement. In no event will
Motorola’s liability resulting from an Infringement Claim extend in any way to any
payments due on a royalty basis, other than a reasonable royalty based upon
revenue derived by Motorola from Customer from sales or license of the Infringing
Product.
7.2.3. This Section 7.2 – Intellectual Property Infringement provides Customer’s sole
and exclusive remedies and Motorola’s entire liability in the event of an
Infringement Claim. For clarity, the rights and remedies provided in this Section
are subject to, and limited by, the restrictions set forth in Section 8 – Limitation
of Liability below.
7.3.
Customer Indemnity. Customer will defend, indemnify, and hold Motorola and its
subcontractors, subsidiaries and other affiliates harmless from and against any and all damages,
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losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising
from any actual or threatened third-party claim, demand, action, or proceeding arising from or
related to (a) Customer-Provided Equipment, Customer Data, or Non-Motorola Content, including
any claim, demand, action, or proceeding alleging that any such equipment, data, or materials (or
the integration or use thereof with the Products and Services) infringes or misappropriates a third-
party intellectual property or other right, violates applicable law, or breaches the Agreement; (b)
Customer-Provided Equipment’s failure to meet the minimum requirements set forth in the
applicable Documentation or match the applicable specifications provided to Motorola by
Customer in connection with the Products or Services; (c) Customer’s (or its service providers,
agents, employees, or Authorized User’s) negligence or willful misconduct; and (d) Customer’s or
its Authorized User’s breach of this Agreement. This indemnity will not apply to the extent any
such claim is caused by Motorola’s use of Customer-Provided Equipment, Customer Data, or
Non-Motorola Content in violation of the Agreement. Motorola will give Customer prompt, written
notice of any claim subject to the foregoing indemnity. Motorola will, at its own expense, cooperate
with Customer in its defense or settlement of the claim.
8.
Limitation of Liability.
8.1.
DISCLAIMER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR PERSONAL INJURY
OR DEATH, MOTOROLA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS
(COLLECTIVELY, THE “MOTOROLA PARTIES”) WILL NOT BE LIABLE IN CONNECTION
WITH THIS AGREEMENT (WHETHER UNDER MOTOROLA’S INDEMNITY OBLIGATIONS, A
CAUSE OF ACTION FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR
OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUES, EVEN IF
MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR ANY THIRD PARTY OF THE
POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES
OR LOSSES ARE FORESEEABLE.
8.2.
DIRECT DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL
AGGREGATE LIABILITY OF THE MOTOROLA PARTIES, WHETHER BASED ON A CLAIM IN
CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO OR ARISING OUT OF THE
AGREEMENT WILL NOT EXCEED THE FEES SET FORTH IN THE ORDERING DOCUMENT
UNDER WHICH THE CLAIM AROSE. NOTWITHSTANDING THE FOREGOING, FOR ANY
SUBSCRIPTION SOFTWARE OR FOR ANY RECURRING SERVICES, THE MOTOROLA
PARTIES’ TOTAL LIABILITY FOR ALL CLAIMS RELATED TO SUCH PRODUCT OR
RECURRING SERVICES IN THE AGGREGATE WILL NOT EXCEED THE TOTAL FEES PAID
FOR SUCH SUBSCRIPTION SOFTWARE OR RECURRING SERVICE, AS APPLICABLE,
DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING
THE EVENT FROM WHICH THE FIRST CLAIM AROSE.
8.3.
ADDITIONAL EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT, MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT OF (A)
CUSTOMER DATA, INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DATA
AVAILABLE THROUGH THE PRODUCTS OR SERVICES; (B) CUSTOMER-PROVIDED
EQUIPMENT, NON-MOTOROLA CONTENT, THE SITES, OR THIRD-PARTY EQUIPMENT,
HARDWARE, SOFTWARE, DATA, OR OTHER THIRD-PARTY MATERIALS, OR THE
COMBINATION OF PRODUCTS AND SERVICES WITH ANY OF THE FOREGOING; (C) LOSS
OF DATA OR HACKING; (D) MODIFICATION OF PRODUCTS OR SERVICES BY ANY PERSON
OTHER THAN MOTOROLA; (E) RECOMMENDATIONS PROVIDED IN CONNECTION WITH OR
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BY THE PRODUCTS AND SERVICES; (F) DATA RECOVERY SERVICES OR DATABASE
MODIFICATIONS; OR (G) CUSTOMER’S OR ANY AUTHORIZED USER’S BREACH OF THIS
AGREEMENT OR MISUSE OF THE PRODUCTS AND SERVICES.
8.4.
Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the
purchase price for the disclaimed issues in Section 8.3 – Additional Exclusions above, but if
Motorola agrees to provide Services to help resolve such issues, Customer will reimburse
Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth
in an Ordering Document for such Services, if applicable.
8.5.
Statute of Limitations. Customer may not bring any claims against a Motorola Party in
connection with this Agreement or the Products and Services more than one (1) year after the
date of accrual of the cause of action.
9.
Confidentiality.
9.1.
Confidential Information. “Confidential Information” means any and all non-public
information provided by one Party (“Discloser”) to the other (“Recipient”) that is disclosed under
this Agreement in oral, written, graphic, machine recognizable, or sample form, being clearly
designated, labeled or marked as confidential or its equivalent or that a reasonable
businessperson would consider non-public and confidential by its nature. With respect to
Motorola, Confidential Information will also include Products and Services, and Documentation,
as well as any other information relating to the Products and Services. The nature and existence
of this Agreement are considered Confidential Information of the Parties. In order to be considered
Confidential Information, information that is disclosed orally must be identified as confidential at
the time of disclosure and confirmed by Discloser by submitting a written document to Recipient
within thirty (30) days after such disclosure. The written document must contain a summary of the
Confidential Information disclosed with enough specificity for identification purpose and must be
labeled or marked as confidential or its equivalent.
9.2.
Obligations of Confidentiality. During the Term and for a period of three (3) years from the
expiration or termination of this Agreement, Recipient will (a) not disclose Confidential Information
to any third party, except as expressly permitted in this Section 9 - Confidentiality; (b) restrict
disclosure of Confidential Information to only those employees (including, employees of any
wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same
parent company), agents or consultants who must access the Confidential Information for the
purpose of, and who are bound by confidentiality terms substantially similar to those in, this
Agreement; (c) not copy, reproduce, reverse engineer, de-compile or disassemble any
Confidential Information; (d) use the same degree of care as for its own information of like
importance, but at least use reasonable care, in safeguarding against disclosure of Confidential
Information; (e) promptly notify Discloser upon discovery of any unauthorized use or disclosure
of the Confidential Information and take reasonable steps to regain possession of the Confidential
Information and prevent further unauthorized actions or other breach of this Agreement; and (f)
only use the Confidential Information as needed to fulfill its obligations and secure its rights under
this Agreement.
9.3.
Exceptions. Recipient is not obligated to maintain as confidential any information that
Recipient can demonstrate by documentation (a) is publicly available at the time of disclosure or
becomes available to the public without breach of this Agreement; (b) is lawfully obtained from a
third party without a duty of confidentiality to Discloser; (c) is otherwise lawfully known to Recipient
prior to such disclosure without a duty of confidentiality to Discloser; or (d) is independently
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developed by Recipient without the use of, or reference to, any of Discloser’s Confidential
Information or any breach of this Agreement. Additionally, Recipient may disclose Confidential
Information to the extent required by law, including a judicial or legislative order or proceeding.
9.4.
Ownership of Confidential Information. All Confidential Information is and will remain the
property of Discloser and will not be copied or reproduced without the express written permission
of Discloser (including as permitted herein). Within ten (10) days of receipt of Discloser’s written
request, Recipient will return or destroy all Confidential Information to Discloser along with all
copies and portions thereof, or certify in writing that all such Confidential Information has been
destroyed. However, Recipient may retain (a) one (1) archival copy of the Confidential Information
for use only in case of a dispute concerning this Agreement and (b) Confidential Information that
has been automatically stored in accordance with Recipient’s standard backup or recordkeeping
procedures, provided, however that Recipient will remain subject to the obligations of this
Agreement with respect to any Confidential Information retained subject to clauses (a) or (b). No
license, express or implied, in the Confidential Information is granted to the Recipient other than
to use the Confidential Information in the manner and to the extent authorized by this Agreement.
Discloser represents and warrants that it is authorized to disclose any Confidential Information it
discloses pursuant to this Agreement.
10.
Proprietary Rights; Data; Feedback.
10.1. Data Definitions. The following terms will have the stated meanings: “Customer Contact
Data” means data Motorola collects from Customer, its Authorized Users, and their end users for
business contact purposes, including marketing, advertising, licensing and sales purposes;
“Service Use Data” means data generated by Customer’s use of the Products and Services or
by Motorola’s support of the Products and Services, including personal information, product
performance and error information, activity logs and date and time of use; “Customer Data”
means data, information, and content, including images, text, videos, documents, audio,
telemetry, location and structured data base records, provided by, through, or on behalf of
Customer, its Authorized Users, and their end users through the use of the Products and Services.
Customer Data does not include Customer Contact Data, Service Use Data, or information from
publicly available sources or other Third-Party Data or Motorola Data; “Third-Party Data” means
information obtained by Motorola from publicly available sources or its third party content
providers and made available to Customer through the Products or Services; “Motorola Data”
means data owned or licensed by Motorola; “Feedback” means comments or information, in oral
or written form, given to Motorola by Customer or Authorized Users, including their end users, in
connection with or relating to the Products or Services; and “Process” or “Processing” means
any operation or set of operations which is performed on personal information or on sets of
personal information, whether or not by automated means, such as collection, recording, copying,
analyzing, caching, organization, structuring, storage, adaptation, or alteration, retrieval,
consultation, use, disclosure by transmission, dissemination or otherwise making available,
alignment or combination, restriction, erasure or destruction.
10.2. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer
with access to software, tools, data, and other materials, including designs, utilities, models,
methodologies, systems, and specifications, which Motorola has developed or licensed from third
parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations,
translations, de-compilations, disassemblies, or derivative works of the foregoing, whether made
by Motorola or another party) (collectively, “Motorola Materials”). The Products and Services,
Motorola Data, Third-Party Data, and Documentation, are considered Motorola Materials. Except
when Motorola has expressly transferred title or other interest to Customer by way of an
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Addendum or Ordering Document, the Motorola Materials are the property of Motorola or its
licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola
Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets,
know-how, other intellectual property and proprietary rights, and all associated goodwill and moral
rights). For clarity, this Agreement does not grant to Customer any shared development rights in
or to any Motorola Materials or other intellectual property, and Customer agrees to execute any
documents and take any other actions reasonably requested by Motorola to effectuate the
foregoing. Motorola and its licensors reserve all rights not expressly granted to Customer, and no
rights, other than those expressly granted herein, are granted to Customer by implication,
estoppel or otherwise. Customer will not modify, disassemble, reverse engineer, derive source
code or create derivative works from, merge with other software, distribute, sublicense, sell, or
export the Products and Services or other Motorola Materials, or permit any third party to do so.
10.3. Ownership of Customer Data. Customer retains all right, title and interest, including
intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to
Customer Data except those rights granted under this Agreement including the right to Process
and use the Customer Data as set forth in Section 10.4 – Processing Customer Data below
and in other applicable Addenda. The Parties agree that with regard to the Processing of personal
information which may be part of Customer Data, Customer is the controller and Motorola is the
processor, and may engage sub-processors pursuant to Section 10.4.3 – Sub-processors.
10.4. Processing Customer Data.
10.4.1. Motorola Use of Customer Data. To the extent permitted by law, Customer grants
Motorola and its subcontractors a right to use Customer Data and a royalty-free,
worldwide, non-exclusive license to use Customer Data (including to process, host,
cache, store, reproduce, copy, modify, combine, analyze, create derivative works
from such Customer Data and to communicate, transmit, and distribute such
Customer Data to third parties engaged by Motorola) to (a) perform Services and
provide Products under the Agreement, (b) analyze the Customer Data to operate,
maintain, manage, and improve Motorola Products and Services, and (c) create
new products and services. Customer agrees that this Agreement, along with the
Documentation, are Customer’s complete and final documented instructions to
Motorola for the processing of Customer Data. Any additional or alternate
instructions must be agreed to according to the Change Order process. Customer
represents and warrants to Motorola that Customer’s instructions, including
appointment of Motorola as a processor or sub-processor, have been authorized
by the relevant controller.
10.4.2. Collection, Creation, Use of Customer Data. Customer further represents and
warrants that the Customer Data, Customer’s collection, creation, and use of the
Customer Data (including in connection with Motorola’s Products and Services),
and Motorola’s use of such Customer Data in accordance with the Agreement, will
not violate any laws or applicable privacy notices or infringe any third-party rights
(including intellectual property and privacy rights). Customer also represents and
warrants that the Customer Data will be accurate and complete, and that Customer
has obtained all required consents, provided all necessary notices, and met any
other applicable legal requirements with respect to collection and use (including
Motorola’s and its subcontractors’ use) of the Customer Data as described in the
Agreement.
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10.4.3. Sub-processors. Customer agrees that Motorola may engage sub-processors who
in turn may engage additional sub-processors to Process personal data in
accordance with this Agreement. When engaging sub-processors, Motorola will
enter into agreements with the sub-processors to bind them to data processing
obligations to the extent required by law.
10.5. Data Retention and Deletion. Except for anonymized Customer Data, as described above,
or as otherwise provided under the Agreement, Motorola will delete all Customer Data following
termination or expiration of this MCA or the applicable Addendum or Ordering Document, with
such deletion to occur no later than ninety (90) days following the applicable date of termination
or expiration, unless otherwise required to comply with applicable law. Any requests for the
exportation or download of Customer Data must be made by Customer to Motorola in writing
before expiration or termination, subject to Section 13.9 – Notices. Motorola will have no
obligation to retain such Customer Data beyond expiration or termination unless the Customer
has purchased extended storage from Motorola through a mutually executed Ordering Document.
10.6. Service Use Data. Customer understands and agrees that Motorola may collect and use
Service Use Data for its own purposes, including the uses described below. Motorola may use
Service Use Data to (a) operate, maintain, manage, and improve existing and create new
products and services, (b) test products and services, (c) to aggregate Service Use Data and
combine it with that of other users, and (d) to use anonymized or aggregated data for marketing,
research or other business purposes. Service Use Data may be disclosed to third parties. It is
Customer’s responsibility to notify Authorized Users of Motorola’s collection and use of Service
Use Data and to obtain any required consents, provide all necessary notices, and meet any other
applicable legal requirements with respect to such collection and use, and Customer represents
and warrants to Motorola that it has complied and will continue to comply with this Section.
10.7. Third-Party Data and Motorola Data. Motorola Data and Third-Party Data may be available
to Customer through the Products and Services. Customer and its Authorized Users may use
Motorola Data and Third-Party Data as permitted by Motorola and the applicable Third-Party Data
provider, as described in the applicable Addendum. Unless expressly permitted in the applicable
Addendum, Customer will not, and will ensure its Authorized Users will not: (a) use the Motorola
Data or Third-Party Data for any purpose other than Customer’s internal business purposes; (b)
disclose the data to third parties; (c) “white label” such data or otherwise misrepresent its source
or ownership, or resell, distribute, sublicense, or commercially exploit the data in any manner; (d)
use such data in violation of applicable laws; (e) remove, obscure, alter, or falsify any marks or
proprietary rights notices indicating the source, origin, or ownership of the data; or (f) modify such
data or combine it with Customer Data or other data or use the data to build databases. Additional
restrictions may be set forth in the applicable Addendum. Any rights granted to Customer or
Authorized Users with respect to Motorola Data or Third-Party Data will immediately terminate
upon termination or expiration of the applicable Addendum, Ordering Document, or this MCA.
Further, Motorola or the applicable Third-Party Data provider may suspend, change, or terminate
Customer’s or any Authorized User’s access to Motorola Data or Third-Party Data if Motorola or
such Third-Party Data provider believes Customer’s or the Authorized User’s use of the data
violates the Agreement, applicable law or Motorola’s agreement with the applicable Third-Party
Data provider. Upon termination of Customer’s rights to use any Motorola Data or Third-Party
Data, Customer and all Authorized Users will immediately discontinue use of such data, delete all
copies of such data, and certify such deletion to Motorola. Notwithstanding any provision of the
Agreement to the contrary, Motorola will have no liability for Third-Party Data or Motorola Data
available through the Products and Services. Motorola and its Third-Party Data providers reserve
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15
all rights in and to Motorola Data and Third-Party Data not expressly granted in an Addendum or
Ordering Document.
10.8. Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create
any confidentiality obligation for Motorola, even if designated as confidential by Customer.
Motorola may use, reproduce, license, and otherwise distribute and exploit the Feedback without
any obligation or payment to Customer or Authorized Users and Customer represents and
warrants that it has obtained all necessary rights and consents to grant Motorola the foregoing
rights.
10.9. Improvements; Products and Services. The Parties agree that, notwithstanding any
provision of this MCA or the Agreement to the contrary, all fixes, modifications and improvements
to the Services or Products conceived of or made by or on behalf of Motorola that are based either
in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise) are the
exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or
improvements will vest solely in Motorola. Customer agrees to execute any written documents
necessary to assign any intellectual property or other rights it may have in such fixes,
modifications or improvements to Motorola.
11.
Force Majeure; Delays Caused by Customer.
11.1. Force Majeure. Except for Customer’s payment obligations hereunder, neither Party will
be responsible for nonperformance or delayed performance due to events outside of its
reasonable control. If performance will be significantly delayed, the affected Party will provide
notice to the other Party, and the Parties will agree (in writing) upon a reasonable extension to
any applicable performance schedule.
11.2. Delays Caused by Customer. Motorola’s performance of the Products and Services will
be excused for delays caused by Customer or its Authorized Users or subcontractors, or by failure
of any assumptions set forth in this Agreement (including in any Addendum or Ordering
Document). In the event of a delay under this Section 11.2 – Delays Caused by Customer, (a)
Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in writing)
upon a reasonable extension to any applicable performance schedule, and (c) Customer will
compensate Motorola for its out-of-pocket costs incurred due to the delay (including those
incurred by Motorola’s affiliates, vendors, and subcontractors).
12.
Disputes. The Parties will use the following procedure to resolve any disputes relating to
or arising out of this Agreement (each, a “Dispute”):
12.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the
laws of the State of Illinois, unless Customer is the United States Government (or an agency
thereof), in which case all matters relating to or arising out of the Agreement will be governed by
the laws of the State in which the Products and Services are provided. The terms of the U.N.
Convention on Contracts for the International Sale of Goods and the Uniform Computer
Information Transactions Act will not apply.
12.2. Negotiation; Mediation. Either Party may initiate dispute resolution procedures by sending
a notice of Dispute (“Notice of Dispute”) to the other Party. The Parties will attempt to resolve
the Dispute promptly through good faith negotiations, including timely escalation of the Dispute to
executives who have authority to settle the Dispute (and who are at a higher level of management
than the persons with direct responsibility for the matter). If a Dispute is not resolved through
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negotiation, either Party may initiate mediation by sending a notice of mediation (“Notice of
Mediation”) to the other Party. The Parties will choose an independent mediator within thirty (30)
days of such Notice of Mediation. Neither Party may unreasonably withhold consent to the
selection of a mediator, but if the Parties are unable to agree upon a mediator, either Party may
request that the American Arbitration Association nominate a mediator. Each Party will bear its
own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will
participate in the mediation in good faith and will be represented at the mediation by a business
executive with authority to settle the Dispute. All in person meetings under this Section 12.2 –
Negotiation; Mediation will take place in Chicago, Illinois, and all communication relating to the
Dispute resolution will be maintained in strict confidence by the Parties. Notwithstanding the
foregoing, any Dispute arising from or relating to Motorola’s intellectual property rights will not be
subject to negotiation or mediation in accordance with this Section, but instead will be decided by
a court of competent jurisdiction, in accordance with Section 12.3 – Litigation, Venue,
Jurisdiction below.
12.3. Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within
sixty (60) days from the Notice of Mediation, either Party may submit the Dispute exclusively to a
court in Cook County, Illinois. Each Party expressly consents to the exclusive jurisdiction of such
courts for resolution of any Dispute and to enforce the outcome of any mediation.
13.
General.
13.1. Compliance with Laws. Each Party will comply with applicable laws in connection with the
performance of its obligations under this Agreement, including that Customer will ensure its and
its Authorized Users’ use of the Products and Services complies with law (including privacy laws),
and Customer will obtain any FCC and other licenses or authorizations (including licenses or
authorizations required by foreign regulatory bodies) required for its and its Authorized Users’ use
of the Products and Services. Motorola may, at its discretion, cease providing or otherwise modify
Products and Services (or any terms related thereto in an Addendum or Ordering Document), in
order to comply with any changes in applicable law.
13.2. Audit; Monitoring. Motorola will have the right to monitor and audit use of the Products,
which may also include access by Motorola to Customer Data and Service Use Data. Customer
will provide notice of such monitoring to its Authorized Users and obtain any required consents,
including individual end users, and will cooperate with Motorola in any monitoring or audit.
Customer will maintain during the Term, and for two (2) years thereafter, accurate records relating
to any software licenses granted under this Agreement to verify compliance with this Agreement.
Motorola or a third party (“Auditor”) may inspect Customer’s and, as applicable, Authorized
Users’ premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless
Customer is found to be in violation of the terms of the Agreement, in which case Customer will
be responsible for such expenses and costs.
13.3. Assignment and Subcontracting. Neither Party may assign or otherwise transfer this
Agreement without the prior written approval of the other Party. Motorola may assign or otherwise
transfer this Agreement or any of its rights or obligations under this Agreement without consent
(a) for financing purposes, (b) in connection with a merger, acquisition or sale of all or substantially
all of its assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation. Subject
to the foregoing, this Agreement will be binding upon the Parties and their respective successors
and assigns.
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13.4. Waiver. A delay or omission by either Party to exercise any right under this Agreement will
not be construed to be a waiver of such right. A waiver by either Party of any of the obligations
to be performed by the other, or any breach thereof, will not be construed to be a waiver of any
succeeding breach or of any other obligation. All waivers must be in writing and signed by the
Party waiving its rights.
13.5. Severability. If any provision of the Agreement is found by a court of competent jurisdiction
to be invalid, illegal, or otherwise unenforceable, such provision will be deemed to be modified to
reflect as nearly as possible the original intentions of the Parties in accordance with applicable
law. The remaining provisions of this Agreement will not be affected, and each such provision will
be valid and enforceable to the full extent permitted by applicable law.
13.6. Independent Contractors. Each Party will perform its duties under this Agreement as an
independent contractor. The Parties and their personnel will not be considered to be employees
or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party
the right or authority to make commitments of any kind for the other. This Agreement will not
constitute, create, or be interpreted as a joint venture, partnership, or formal business organization
of any kind.
13.7. Third-Party Beneficiaries. The Agreement is entered into solely between, and may be
enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create
any right or cause of action in or on behalf of, any entity other than the Parties. Notwithstanding
the foregoing, a licensor or supplier of third-party software included in the software Products will
be a direct and intended third-party beneficiary of this Agreement.
13.8. Interpretation. The section headings in this Agreement are included only for convenience
The words “including” and “include” will be deemed to be followed by the phrase “without
limitation”. This Agreement will be fairly interpreted in accordance with its terms and conditions
and not for or against either Party.
13.9. Notices. Notices required under this Agreement to be given by one Party to the other must
be in writing and either personally delivered or sent to the address provided by the other Party by
certified mail, return receipt requested and postage prepaid (or by a recognized courier service,
such as FedEx, UPS, or DHL), and will be effective upon receipt.
13.10. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies
provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other
remedies available to either Party at law, in equity, by contract, or otherwise. Except as
specifically stated in this Agreement, the election by a Party of any remedy provided for in this
Agreement or otherwise available to such Party will not preclude such Party from pursuing any
other remedies available to such Party at law, in equity, by contract, or otherwise.
13.11. Survival. The following provisions will survive the expiration or termination of this
Agreement for any reason: Section 2.4 – Customer Obligations; Section 3.4 – Effect of
Termination or Expiration; Section 4 – Payment and Invoicing; Section 6.5 – Warranty
Disclaimer; Section 7.3 – Customer Indemnity; Section 8 – Limitation of Liability; Section
9 – Confidentiality; Section 10 – Proprietary Rights; Data; Feedback; Section 11 – Force
Majeure; Delays Caused by Customer; Section 12 – Disputes; and Section 13 – General.
13.12. Entire Agreement. This Agreement, including all Addenda and Ordering Documents,
constitutes the entire agreement of the Parties regarding the subject matter hereto, and
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supersedes all previous agreements, proposals, and understandings, whether written or oral,
relating to this subject matter. This Agreement may be executed in multiple counterparts, and will
have the same legal force and effect as if the Parties had executed it as a single document. The
Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy, or
computer image of a signature, will be treated, and will have the same effect as an original
signature, and will have the same effect, as an original signed copy of this document. This
Agreement may be amended or modified only by a written instrument signed by authorized
representatives of both Parties. The preprinted terms and conditions found on any Customer
purchase order, acknowledgment, or other form will not be considered an amendment or
modification or part of this Agreement, even if a representative of each Party signs such
document.
The Parties hereby enter into this MCA as of the Effective Date.
Motorola: Motorola Solutions, Inc.
Customer: [___________]
By: ______________________________ By: ______________________________
Name: ___________________________ Name: ____________________________
Title: ____________________________ Title: _____________________________
Date: ____________________________ Date: ____________________________
APPROVED AS TO FORM:
City Attorney
By:
ATTEST:
Mayor
City Clerk
DocuSign Envelope ID: 5DF9891F-828F-41EC-B5F0-6DD5E71C31DB
November 23, 2022
Carrie Hemmen
Territory Vice President
Terms and Conditions
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions
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Exhibit A
H-GAC Contract No. RA05-21
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Terms and Conditions
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions
FGM21PC12345
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Subscription Software Addendum
This Subscription Software Addendum (this “SSA”) is entered into between Motorola Solutions, Inc.,
(“Motorola”) and the entity set forth in the MCA (“Customer”), and will be subject to, and governed by,
the terms of the Master Customer Agreement (the “MCA”) entered into between the Parties. Capitalized
terms used in this SSA, but not defined herein, will have the meanings set forth in the MCA.
1.
Addendum. This SSA governs Customer’s purchase of Subscription Software (and, if set forth in
an Ordering Document, related Services) from Motorola, and will form part of the Parties’ Agreement.
Additional Subscription Software-specific Addenda or other terms and conditions may apply to certain
Subscription Software, where such terms are provided or presented to Customer.
2.
Delivery of Subscription Software.
2.1.
Delivery. During the applicable Subscription Term (as defined below), Motorola will provide to
Customer the Subscription Software set forth in an Ordering Document, in accordance with the terms of
the Agreement. Motorola will provide Customer advance notice (which may be provided electronically) of
any planned downtime. Delivery will occur upon Customer’s receipt of credentials required for access to
the Subscription Software or upon Motorola otherwise providing access to the Subscription Software. If
agreed upon in an Ordering Document, Motorola will also provide Services related to such Subscription
Software.
2.2.
Modifications. In addition to other rights to modify the Products and Services set forth in the MCA,
Motorola may modify the Subscription Software, any associated recurring Services and any related
systems so long as their functionality (as described in the applicable Ordering Document) is not materially
degraded. Documentation for the Subscription Software may be updated to reflect such modifications.
For clarity, new features or enhancements that are added to any Subscription Software may be subject
to additional Fees.
2.3.
User Credentials. If applicable, Motorola will provide Customer with administrative user
credentials for the Subscription Software, and Customer will ensure such administrative user credentials
are accessed and used only by Customer’s employees with training on their proper use. Customer will
protect, and will cause its Authorized Users to protect, the confidentiality and security of all user
credentials, including any administrative user credentials, and maintain user credential validity, including
by updating passwords. Customer will be liable for any use of the Subscription Software through such
user credential (including through any administrative user credentials), including any changes made to
the Subscription Software or issues or user impact arising therefrom. To the extent Motorola provides
Services to Customer in order to help resolve issues resulting from changes made to the Subscription
Software through user credentials, including through any administrative user credentials, or issues
otherwise created by Authorized Users, such Services will be billed to Customer on a time and materials
basis, and Customer will pay all invoices in accordance with the payment terms of the MCA.
2.4.
Beta Services. If Motorola makes any beta version of a software application (“Beta Service”)
available to Customer, Customer may choose to use such Beta Service at its own discretion, provided,
however, that Customer will use the Beta Service solely for purposes of Customer’s evaluation of such
Beta Service, and for no other purpose. Customer acknowledges and agrees that all Beta Services are
offered “as-is” and without any representations or warranties or other commitments or protections from
Motorola. Motorola will determine the duration of the evaluation period for any Beta Service, in its sole
discretion, and Motorola may discontinue any Beta Service at any time. Customer acknowledges that
Beta Services, by their nature, have not been fully tested and may contain defects or deficiencies.
DocuSign Envelope ID: 5DF9891F-828F-41EC-B5F0-6DD5E71C31DB
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Use or disclosure of this proposal is subject to the restrictions on the cover page.
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3.
Subscription Software License and Restrictions.
3.1.
Subscription Software License. Subject to Customer’s and its Authorized Users’ compliance with
the Agreement, including payment terms, Motorola hereby grants Customer and its Authorized Users a
limited, non-transferable, non-sublicenseable, and non-exclusive license to use the Subscription
Software identified in an Ordering Document, and the associated Documentation, solely for Customer’s
internal business purposes. The foregoing license grant will be limited to use in the territory and to the
number of licenses set forth in an Ordering Document (if applicable), and will continue for the applicable
Subscription Term. Customer may access, and use the Subscription Software only in Customer’s owned
or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users
using authorized mobile or handheld devices may also log into and access the Subscription Software
remotely from any location. No custom development work will be performed under this Addendum.
3.2.
End User Licenses. Notwithstanding any provision to the contrary in the Agreement, certain
Subscription Software is governed by a separate license, EULA, or other agreement, including terms
governing third-party software, such as open source software, included in the Subscription Software.
Customer will comply, and ensure its Authorized Users comply, with such additional license agreements.
3.3.
Customer Restrictions. Customers and Authorized Users will comply with the applicable
Documentation and the copyright laws of the United States and all other relevant jurisdictions (including
the copyright laws where Customer uses the Subscription Software) in connection with their use of the
Subscription Software. Customer will not, and will not allow others including the Authorized Users, to
make the Subscription Software available for use by unauthorized third parties, including via a
commercial rental or sharing arrangement; reverse engineer, disassemble, or reprogram software used
to provide the Subscription Software or any portion thereof to a human-readable form; modify, create
derivative works of, or merge the Subscription Software or software used to provide the Subscription
Software with other software; copy, reproduce, distribute, lend, or lease the Subscription Software or
Documentation for or to any third party; take any action that would cause the Subscription Software,
software used to provide the Subscription Software, or Documentation to be placed in the public domain;
use the Subscription Software to compete with Motorola; remove, alter, or obscure, any copyright or other
notice; share user credentials (including among Authorized Users); use the Subscription Software to store
or transmit malicious code; or attempt to gain unauthorized access to the Subscription Software or its
related systems or networks.
4.
Term.
4.1.
Subscription Terms. The duration of Customer’s subscription to the first Subscription Software
and any associated recurring Services ordered under this SSA (or the first Subscription Software or
recurring Service, if multiple are ordered at once) will commence upon delivery of such Subscription
Software (and recurring Services, if applicable) and will continue for a twelve (12) month period or such
longer period identified in an Ordering Document (the “Initial Subscription Period”). Following the Initial
Subscription Period, Customer’s subscription to the Subscription Software and any recurring Services
will automatically renew for additional twelve (12) month periods (each, a “Renewal Subscription Year”),
unless either Party notifies the other Party of its intent not to renew at least thirty (30) days before the
conclusion of the then-current Subscription Term. (The Initial Subscription Period and each Renewal
Subscription Year will each be referred to herein as a “Subscription Term”.) Motorola may increase
Fees prior to any Renewal Subscription Year. In such case, Motorola will notify Customer of such
proposed increase no later than thirty (30) days prior to commencement of such Renewal Subscription
Year. Unless otherwise specified in the applicable Ordering Document, if Customer orders any additional
Subscription Software or recurring Services under this SSA during an in-process Subscription Term, the
subscription for each new Subscription Software or recurring Service will (a) commence upon delivery of
DocuSign Envelope ID: 5DF9891F-828F-41EC-B5F0-6DD5E71C31DB
Terms and Conditions
Use or disclosure of this proposal is subject to the restrictions on the cover page.
Motorola Solutions
FGM21PC12345
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such Subscription Software or recurring Service, and continue until the conclusion of Customer’s then-
current Subscription Term (a “Partial Subscription Year”), and (b) automatically renew for Renewal
Subscription Years thereafter, unless either Party notifies the other Party of its intent not to renew at least
thirty (30) days before the conclusion of the then-current Subscription Term. Thus, unless otherwise
specified in the applicable Ordering Document, the Subscription Terms for all Subscription Software and
recurring Services hereunder will be synchronized.
4.2.
Term. The term of this SSA (the “SSA Term”) will commence upon either (a) the Effective Date
of the MCA, if this SSA is attached to the MCA as of such Effective Date, or (b) the SSA Date set forth
on the signature page below, if this SSA is executed after the MCA Effective Date, and will continue until
the expiration or termination of all Subscription Terms under this SSA, unless this SSA or the Agreement
is earlier terminated in accordance with the terms of the Agreement.
4.3.
Termination. Notwithstanding the termination provisions of the MCA, Motorola may terminate this
SSA (or any Addendum or Ordering Documents hereunder), or suspend delivery of Subscription Software
or Services, immediately upon notice to Customer if (a) Customer breaches Section 3 – Subscription
Software License and Restrictions of this SSA, or any other provision related to Subscription Software
license scope or restrictions set forth in an Addendum or Ordering Document, or (b) it determines that
Customer’s use of the Subscription Software poses, or may pose, a security or other risk or adverse
impact to any Subscription Software, Motorola, Motorola’s systems, or any third party (including other
Motorola customers). Customer acknowledges that Motorola made a considerable investment of
resources in the development, marketing, and distribution of the Subscription Software and
Documentation, and that Customer’s breach of the Agreement will result in irreparable harm to Motorola
for which monetary damages would be inadequate. If Customer breaches this Agreement, in addition to
termination, Motorola will be entitled to all available remedies at law or in equity (including immediate
injunctive relief).
4.4.
Wind Down of Subscription Software. In addition to the termination rights in the MCA, Motorola
may terminate any Ordering Document and Subscription Term, in whole or in part, in the event Motorola
plans to cease offering the applicable Subscription Software or Service to customers.
5.
Payment.
5.1.
Payment. Unless otherwise provided in an Ordering Document (and notwithstanding the
provisions of the MCA), Customer will prepay an annual subscription Fee set forth in an Ordering
Document for each Subscription Software and associated recurring Service, before the commencement
of each Subscription Term. For any Partial Subscription Year, the applicable annual subscription Fee will
be prorated based on the number of months in the Partial Subscription Year. The annual subscription
Fee for Subscription Software and associated recurring Services may include certain one-time Fees,
such as start-up fees, license fees, or other fees set forth in an Ordering Document. Motorola will have
the right to suspend the Subscription Software and any recurring Services if Customer fails to make any
payments when due.
5.2.
License True-Up. Motorola will have the right to conduct an audit of total user licenses
credentialed by Customer for any Subscription Software during a Subscription Term, and Customer will
cooperate with such audit. If Motorola determines that Customer’s usage of the Subscription Software
during the applicable Subscription Term exceeded the total number of licenses purchased by Customer,
Motorola may invoice Customer for the additional licenses used by Customer, pro-rated for each
additional license from the date such license was activated, and Customer will pay such invoice in
accordance with the payment terms in the MCA.
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6.
Liability.
6.1.
ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGES SET
FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE
CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) INTERRUPTION OR FAILURE OF
CONNECTIVITY, VULNERABILITIES, OR SECURITY EVENTS; (B) DISRUPTION OF OR DAMAGE TO
CUSTOMER’S OR THIRD PARTIES’ SYSTEMS, EQUIPMENT, OR DATA, INCLUDING DENIAL OF
ACCESS TO USERS, OR SHUTDOWN OF SYSTEMS CAUSED BY INTRUSION DETECTION
SOFTWARE OR HARDWARE; (C) AVAILABILITY OR ACCURACY OF ANY DATA AVAILABLE
THROUGH THE SUBSCRIPTION SOFTWARE OR SERVICES, OR INTERPRETATION, USE, OR
MISUSE THEREOF; (D) TRACKING AND LOCATION-BASED SERVICES; OR (E) BETA SERVICES.
6.2.
Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase
price for the disclaimed or excluded issues in the MCA or Section 6.1 – Additional Exclusions above,
but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola
for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering
Document for such Services, if applicable.
7.
Motorola as a Controller or Joint Controller. In all instances where Motorola acts as a controller
of data, it will comply with the applicable provisions of the Motorola Privacy Statement at
https://www.motorolasolutions.com/en_us/about/privacy-policy.html#privacystatement,
as
may
be
updated from time to time. Motorola holds all Customer Contact Data as a controller and shall Process
such Customer Contact Data in accordance with the Motorola Privacy Statement. In instances where
Motorola is acting as a joint controller with Customer, the Parties will enter into a separate Addendum to
the Agreement to allocate the respective roles as joint controllers.
8.
Survival. The following provisions will survive the expiration or termination of this SSA for any
reason: Section 4 – Term; Section 5 – Payment; Section 6.1 – Additional Exclusions; Section 8 –
Survival.
The Parties hereby enter into this SSA as of [_________] (the “SSA Date”). 1
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Software Products Addendum
This Software Products Addendum (this “SPA”) is entered into between Motorola Solutions, Inc.,
(“Motorola”) and the entity set forth in the MCA (“Customer”), and will be subject to, and governed by,
the terms of the Master Customer Agreement (the “MCA”) entered into between the Parties and the
applicable Addenda. Capitalized terms used in this SPA, but not defined herein, will have the meanings
set forth in the MCA or the applicable Addenda.
1. Addendum. This SPA governs Customer’s purchase of certain Motorola software Products,
including Software Systems, and will form part of the Parties’ Agreement. A “Software
System” is a solution that includes at least one command center software Product and
requires Integration Services to deploy such software Product at a Customer Site or onto any
Customer-Provided Equipment or Equipment provided to Customer. In addition to the MCA,
other Addenda may be applicable to the Software System or other software Products,
including the Subscription Software Addendum (“SSA”), with respect to Subscription
Software, and the Equipment Purchase and Software License Addendum (“EPSLA”), with
respect to Licensed Software and Equipment, as further described below. This SPA will
control with respect to conflicting terms in the MCA or any other applicable Addendum, but
only as applicable to the Software System or other software Products purchased under this
SPA and not with respect to other Products and Services.
2. Software Systems; Applicable Terms and Conditions.
2.1.
On-Premise Software System. If Customer purchases an “on-premises Software System,” where
Equipment and Licensed Software are installed at Customer Sites or on Customer-Provided Equipment,
then, unless the Ordering Document(s) specify that any software is being purchased on a subscription
basis (i.e., as Subscription Software), such Equipment and Licensed Software installed at Customer Sites
or on Customer-Provided Equipment are subject to the EPSLA. On-premises Software Systems
described in this Section qualify for the System Warranty as described in Section 5 – On-Premises
Software System Warranty (the “System Warranty”). In connection with the on-premises Software
System, Customer may also purchase additional Subscription Software that integrates with its on-
premises Software System (e.g., CommandCentral Aware) (each, an “Add-On Subscription”). Any Add-
On Subscription will be subject to the terms and conditions of the SSA and excluded from the System
Warranty.
2.2.
On-Premise Software System as a Service. If Customer purchases an “on-premises Software
System as a service,” where Equipment and software Products are installed at Customer Sites or on
Customer-Provided Equipment, and such software is generally licensed on a subscription basis (i.e., as
Subscription Software), then such Subscription Software will be subject to the SSA and not the EPSLA.
Any (a) Equipment purchased, (b) firmware preinstalled on such Equipment, and (c) Microsoft operating
system Licensed Software are subject to the EPSLA. On-premises Software Systems as a service
described in this Section are provided as a service and, accordingly, do not qualify for the System
Warranty. System completion, however, is determined in accordance with the provisions of Section 3 –
Software System Completion below.
2.3.
Cloud Hosted Software System. If Customer purchases a “cloud hosted Software System,” where
the applicable software is hosted in a data center and provided to Customer as a service (i.e., as hosted
Subscription Software), including CommandCentral Products, then such Subscription Software is subject
to the SSA. Any Equipment purchased in connection with a cloud Software System is subject to the
EPSLA. Cloud hosted Software Systems described in this Section do not qualify for the System Warranty.
System completion, however, is determined in accordance with the provisions of Section 3 – Software
System Completion below.
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2.4.
Services. Any Integration Services or Maintenance and Support Services purchased in
connection with, or included as a part of, a Software System are subject to the MCA, and as described
in the applicable Ordering Document.
3. Software System Completion. Any Software System described in an Ordering Document
hereunder (including the Products, Integration Services, and all other components thereof)
will be deemed completed upon Customer’s (or the applicable Authorized User’s) Beneficial
Use of each Product that is included in the Software System (unless alternative acceptance
procedures are set forth in the applicable Ordering Document) (the “System Completion
Date”). Customer will not unreasonably delay Beneficial Use of any Product within a Software
System, and in any event, the Parties agree that Beneficial Use of a Product will be deemed
to have occurred thirty (30) days after functional demonstration. For clarity, if a Software
System is comprised of more than one Product, Motorola may notify Customer that all
Integration Services for a particular Product within the Software System have been completed,
and Customer may have Beneficial Use of such Product prior to having Beneficial Use of other
Products in the Software System, or of the Software System as a whole. In such case, the
Integration Services applicable to such Product will be deemed complete upon Customer’s
Beneficial Use of the Product (“Product Completion Date”), which may occur before the
System Completion Date. As used in this Section, “Beneficial Use” means use by Customer
or at least one (1) Authorized User of the material features and functionalities of a Product
within a Software System, in material conformance with Product descriptions in the applicable
Ordering Document. This Section applies to Products purchased as part of a Software System
notwithstanding the delivery provisions of the Addendum applicable to such Products, such
as the SSA or EPSLA, and this Section will control over such other delivery provisions to the
extent of a conflict.
4. Payment. Customer will pay invoices for the Products and Services covered by this SPA in
accordance with the invoice payment terms set forth in the MCA. Fees for Software Systems
will be invoiced as of the System Completion Date, unless another payment process or
schedule or milestones are set forth in an Ordering Document or applicable Addendum. In
addition to Equipment, Licensed Software, Subscription Software and Integration Services (as
applicable) sold as part of a Software System, the Ordering Documents for a Software System
may also include post-deployment Integration Services or other Services which are to be
provided following the date of functional demonstration (“Post-Deployment Services”). Post-
Deployment Services will be invoiced upon their completion and paid by Customer in
accordance with the terms of the MCA.
5. On-Premises Software System Warranty. Subject to the disclaimers in the MCA and any
other applicable Addenda, Motorola represents and warrants that, on the System Completion
Date for an on-premises Software System described in Section 2.1 – On-Premises Software
System, or on the applicable Product Completion Date for a specific Product within such on-
premises Software System, if earlier, (a) such Software System or Product will perform in
accordance with the descriptions in the applicable Ordering Documents in all material
respects, and (b) if Customer has purchased any Equipment or Motorola Licensed Software
(but, for clarity, excluding Subscription Software) as part of such on-premises Software
System, the warranty period applicable to such Equipment and Motorola Licensed Software
will continue for a period of one (1) year commencing upon the System Completion Date for
the Software System that includes such Products, or on the applicable Product Completion
Date, if earlier, instead of commencing upon delivery of the Products in accordance with the
terms and conditions set forth in Section 6 – Representations and Warranties; Liabilities
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of the EPSLA. The warranties set forth in the applicable Addenda are not otherwise modified
by this SPA.
6. Prohibited Use. Customer will not integrate or use, or permit a third party or an Authorized
User to integrate or use, any Non-Motorola Content with or in connection with a Software
System or other software Product provided by Motorola under this SPA, without the express
written permission of Motorola.
7. API Support. Motorola will use commercially reasonable efforts to maintain its Application
Programming Interface (“API”) offered sold in connection with any Software System. APIs will
evolve and mature over time, requiring changes and updates. Motorola will use reasonable
efforts to continue supporting any version of an API for 6 months after such version is
introduced, but if Motorola determines, in its sole discretion, determines to discontinue support
of an API for any reason, Motorola will provide reasonable advance notification to
Customer. If an API presents a security risk, Motorola may discontinue an API without prior
notice.
8. Support of Downloaded Clients. If Customer purchases any software Product that requires
a client installed locally on any Customer-Provided Equipment or Equipment in possession of
Customer, Customer will be responsible for downloading and installing the current version of
such client, as it may be updated from time to time. Motorola will use reasonable efforts to
continue supporting any version of a client for forty-five (45) days following its release, but
Motorola may update the current version of its client at any time, including for bug fixes,
product improvements, and feature updates, and Motorola makes no representations or
warranties that any software Product will support prior versions of a client.
9. Applicable End User Terms. Additional license terms apply to third-party software included
in
CAD
and
Records
Products
which
are
available
online
at:
www.motorolasolutions.com/legal-flow-downs. Customer will comply, and ensure its
Authorized Users comply, with all such additional license terms.
10. Additional Terms for On-Premise Software System as a Service. The terms set forth in
this Section 10 – Additional Terms for On-Premise Software System as a Service apply
in the event Customer purchases an on-premises Software System as a service under this
SPA.
10.1. Transition to Subscription License Model. If the Parties mutually agree that any on-premises
Subscription Software purchased under this SPA as part of an on-premises Software System as a service
will be replaced with or upgraded to Subscription Software hosted in a data center, then upon such time
which the Parties execute the applicable Ordering Document, (a) the licenses granted to such on-
premises Subscription Software under the applicable Ordering Document will automatically terminate,
(b) Customer and its Authorized Users will cease use of the applicable on-premises copies of
Subscription Software, and (c) the replacement hosted Subscription Software provided hereunder will be
governed by the terms of the SSA and this SPA.
10.2. Transition Fee. Motorola will not charge additional Fees for Services related to the transition to
hosted Subscription Software, as described in Section 10.1 – Transition to Subscription License
Model. Notwithstanding the foregoing, subscription Fees for the applicable hosted Subscription Software
are subject to the SSA and the applicable Ordering Document, and may be greater than Fees paid by
Customer for on-premises Subscription Software.
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10.3. Software Decommissioning. Upon (a) transition of the on-premises Software System as a service
to Subscription Software hosted in a data center or (b) any termination of the Subscription Software
license for the on-premises Software System as a service, Motorola will have the right to enter Customer
Sites and decommission the applicable on-premises Subscription Software that is installed at Customer’s
Site or on Customer-Provided Equipment. For clarity, Customer will retain the right to use Licensed
Software that is firmware incorporated into Equipment purchased by Customer from Motorola and any
Microsoft operating system Licensed Software.
11. Additional Terms for CAD and Records Products. The terms set forth in this Section 11 –
Additional Terms for CAD and Records Products apply in the event Customer purchases
any Computer Aided Dispatch (“CAD”) or Records Products under this SPA.
11.1. Support Required. Customer acknowledges and agrees that the licenses granted by Motorola
under the Agreement to CAD and Records Products for on-premises Software Systems are conditioned
upon Customer purchasing Maintenance and Support Services for such Products during the term of the
applicable license. If at any time during the term of any such license, Customer fails to purchase
associated Maintenance and Support Services (or pay the fees for such Services), Motorola will have the
right to terminate or suspend the software licenses for CAD and Record Products, and this SPA or the
applicable Ordering Document.
11.2. CJIS Security Policy. Motorola agrees to support Customer’s obligation to comply with the Federal
Bureau of Investigation Criminal Justice Information Services (“CJIS”) Security Policy and will comply
with the terms of the CJIS Security Addendum for the term of the Addendum or Ordering Document for
the applicable Product. Customer hereby consents to Motorola screened personnel serving as the
“escort” within the meaning of CJIS Security Policy for unscreened Motorola personnel that require
access to unencrypted Criminal Justice Information for purposes of Product support and development.
12. Additional Cloud Terms. The terms set forth in this Section 12 – Additional Cloud Terms
apply in the event Customer purchases any cloud hosted software.
12.1. Data Storage. Motorola will determine, in its sole discretion, the location of the stored content
for cloud hosted software. All data, replications, and backups will be stored at a location in the United
States for Customers in the United States.
12.2. Data Retrieval. Cloud hosted software will leverage different types of storage to optimize
software, as determined in Motorola’s sole discretion. For multimedia data, such as videos, pictures,
audio files, Motorola will, in its sole discretion, determine the type of storage medium used to store the
content. The type of storage and medium selected by Motorola will determine the data retrieval
speed. Access to content in archival storage may take up to 24 hours to be viewable.
12.3. Maintenance. Scheduled maintenance of cloud hosted Software will be performed periodically.
Motorola will make commercially reasonable efforts to notify customers one (1) week in advance of any
such maintenance. Unscheduled and emergency maintenance may be required from time to time.
Motorola will make commercially reasonable efforts to notify customers of any unscheduled or emergency
maintenance 24 hours in advance.
13. Survival. The following provisions will survive the expiration or termination of this SPA for any
reason: Section 1 – Addendum; Section 2 – Software Systems; Applicable Terms and
Conditions; Section 6 – Prohibited Use; Section 9 – Applicable End User Terms; Section
13 – Survival.
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Equipment Purchase and Software License Addendum
This Equipment Purchase and Software License Addendum (this “EPSLA”) is entered into between
Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661
(“Motorola”) and the entity set forth in the signature block below or in the MCA (“Customer”), and will be
subject to, and governed by, the terms of the Master Customer Agreement entered into between the
Parties, effective as of [________] (the “MCA”). Capitalized terms used in this EPSLA, but not defined
herein, will have the meanings set forth in the MCA.
1.
Addendum. This EPSLA governs Customer’s purchase of Equipment and license of Licensed
Software (and, if set forth in an Ordering Document, related Services) from Motorola, and will form part
of the Parties’ Agreement.
2.
Delivery of Equipment and Licensed Software.
2.1.
Delivery and Risk of Loss. Motorola will provide to Customer the Products (and, if applicable,
related Services) set forth in an Ordering Document, in accordance with the terms of the Agreement.
Motorola will, using commercially reasonable practices, pack the ordered Equipment and ship such
Equipment to the Customer address set forth in the applicable Ordering Document or otherwise provided
by Customer in writing, using a carrier selected by Motorola. Notwithstanding the foregoing, delivery of
Equipment (and any incorporated Licensed Software) will occur, and title and risk of loss for the
Equipment will pass to Customer, upon shipment by Motorola in accordance with Ex Works, Motorola’s
premises (Incoterms 2020). Customer will pay all shipping costs, taxes, and other charges applicable to
the shipment and import or export of the Products and Services, as applicable, and Customer will be
responsible for reporting the Products for personal property tax purposes. Delivery of Licensed Software
for installation on Equipment or Customer-Provided Equipment will occur upon the earlier of (a) electronic
delivery of the Licensed Software by Motorola, and (b) the date Motorola otherwise makes the Licensed
Software available for download by Customer. If agreed upon in an Ordering Document, Motorola will
also provide Services related to such Products.
2.2.
Delays. Any shipping dates set forth in an Ordering Document are approximate, and while
Motorola will make reasonable efforts to ship Products by any such estimated shipping date, Motorola
will not be liable for any delay or related damages to Customer. Time for delivery will not be of the
essence, and delays will not constitute grounds for cancellation, penalties, termination, or a refund.
2.3.
Beta Services. If Motorola makes any beta version of a software application (“Beta Service”)
available to Customer, Customer may choose to use such Beta Service at its own discretion, provided,
however, that Customer will use the Beta Service solely for purposes of Customer’s evaluation of such
Beta Service, and for no other purpose. Customer acknowledges and agrees that all Beta Services are
offered “as-is” and without any representations or warranties or other commitments or protections from
Motorola. Motorola will determine the duration of the evaluation period for any Beta Service, in its sole
discretion, and Motorola may discontinue any Beta Service at any time. Customer acknowledges that
Beta Services, by their nature, have not been fully tested and may contain defects or deficiencies.
3.
Licensed Software License and Restrictions.
3.1.
Licensed Software License. Subject to Customer’s and its Authorized Users’ compliance with the
Agreement (including payment terms), Motorola hereby grants Customer and its Authorized Users a
limited, non-transferable, non-sublicenseable, and non-exclusive license to use the Licensed Software
identified in an Ordering Document, in object code form only, and the associated Documentation, solely
in connection with the Equipment provided by Motorola or authorized Customer-Provided Equipment (as
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applicable, the “Designated Products”) and solely for Customer’s internal business purposes. Unless
otherwise stated in an Addendum or the Ordering Document, the foregoing license grant will be limited
to the number of licenses set forth in the applicable Ordering Document and will continue for the life of
the applicable Designated Product. Except as otherwise permitted in an applicable Addendum or
Ordering Document, Customer may install, access, and use Licensed Software only in Customer’s owned
or controlled facilities, including any authorized mobile sites; provided, however, that Authorized Users
using authorized mobile or handheld devices may also log into and access the Licensed Software
remotely from any location.
3.2.
Subscription License Model. If the Parties mutually agree that any Licensed Software purchased
under this EPSLA will be replaced with or upgraded to Subscription Software, then upon such time which
the Parties execute the applicable Ordering Document, the licenses granted under this EPSLA will
automatically terminate, and such Subscription Software will be governed by the terms of the applicable
Addendum under this Agreement.
3.3.
Customer Restrictions. Customers and Authorized Users will comply with the applicable
Documentation in connection with their use of the Products. Customer will not and will not allow others,
including the Authorized Users, to: (a) make the Licensed Software available for use by unauthorized
third parties, including via a commercial rental or sharing arrangement; (b) reverse engineer,
disassemble, or reprogram the Licensed Software or any portion thereof to a human-readable form; (c)
modify, create derivative works of, or merge the Licensed Software with other software or equipment; (d)
copy, reproduce, distribute, lend, lease, or transfer the Licensed Software or Documentation for or to any
third party without the prior express written permission of Motorola; (e) take any action that would cause
the Licensed Software or Documentation to be placed in the public domain; (f) use the Licensed Software
to compete with Motorola; or (g) remove, alter, or obscure, any copyright or other notice.
3.4.
Copies. Customer may make one (1) copy of the Licensed Software solely for archival, back-up,
or disaster recovery purposes during the term of the applicable Licensed Software license. Customer
may make as many copies of the Documentation reasonably required for the internal use of the Licensed
Software during such Licensed Software’s license term. Unless otherwise authorized by Motorola in
writing, Customer will not, and will not enable or allow any third party to: (a) install a licensed copy of the
Licensed Software on more than one (1) unit of a Designated Product; or (b) copy onto or transfer
Licensed Software installed in a unit of a Designated Product onto another device. Customer may
temporarily transfer Licensed Software installed on a Designated Product to another device if the
Designated Product is inoperable or malfunctioning, if Customer provides written notice to Motorola of
the temporary transfer and identifies the device on which the Licensed is transferred. Temporary transfer
of the Licensed Software to another device must be discontinued when the original Designated Product
is returned to operation and the Licensed Software must be removed from the other device. Customer
must provide prompt written notice to Motorola at the time temporary transfer is discontinued.
3.5.
Resale of Equipment. Equipment contains embedded Licensed Software. If Customer desires to
sell its used Equipment to a third party, Customer must first receive prior written authorization from
Motorola and obtain written acceptance of the applicable Licensed Software license terms, including the
obligation to pay relevant license fees, from such third party.
4.
Term.
4.1.
Term. The term of this EPSLA (the “EPSLA Term”) will commence upon either (a) the Effective
Date of the MCA, if this EPSLA is attached to the MCA as of such Effective Date, or (b) the EPSLA Date
set forth on the signature page below, if this EPSLA is executed after the MCA Effective Date, and will
continue until the later of (i) three (3) years after the first order for Products is placed via an Ordering
Document, or (ii) the expiration of all applicable warranty periods (as set forth in Section 6.1 – Motorola
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Warranties below) under this EPSLA, unless this EPSLA or the Agreement is earlier terminated in
accordance with the terms of the Agreement.
4.2.
Termination. Notwithstanding the termination provisions of the MCA, Motorola may terminate this
EPSLA (and any Ordering Documents hereunder) immediately upon notice to Customer if Customer
breaches Section 3 – Licensed Software License and Restrictions of this EPSLA, or any other
provision related to Licensed Software license scope or restrictions set forth in an Ordering Document,
EULA, or other applicable Addendum. For clarity, upon termination or expiration of the EPSLA Term, all
Motorola obligations under this EPSLA (including with respect to Equipment and Licensed Software
delivered hereunder) will terminate. If Customer desires to purchase additional Services in connection
with such Equipment or Licensed Software, Customer may enter into a separate Addendum with
Motorola, governing such Services. Customer acknowledges that Motorola made a considerable
investment of resources in the development, marketing, and distribution of the Licensed Software and
Documentation, and that Customer’s breach of the Agreement will result in irreparable harm to Motorola
for which monetary damages would be inadequate. If Licensee breaches this Agreement, in addition to
termination, Motorola will be entitled to all available remedies at law or in equity, including immediate
injunctive relief and repossession of all non-embedded Licensed Software and associated
Documentation.
4.3.
Equipment as a Service. In the event that Customer purchases any Equipment at a price below
the MSRP for such Equipment in connection Customer entering into a fixed- or minimum required-term
agreement for Subscription Software, and Customer or Motorola terminates the Agreement, this EPSLA,
or other applicable Addendum (such as the Addendum governing the purchase of such Subscription
Software) prior to the expiration of such fixed- or minimum required-term, then Motorola will have the
right to invoice Customer for, and Customer will pay, the amount of the discount to the MSRP for the
Equipment or such other amount set forth in the applicable Addendum or Ordering Document. This
Section will not limit any other remedies Motorola may have with respect to an early termination.
5.
Payment. Customer will pay invoices for the Products and Services provided under this EPSLA
in accordance with the invoice payment terms set forth in the MCA. Generally, invoices are issued after
shipment of Equipment or upon Motorola’s delivery of Licensed Software (in accordance with Section
2.1 – Delivery and Risk of Loss), as applicable, but if a specific invoicing or payment schedule is set
forth in the applicable Ordering Document, EULA or other Addendum, such schedule will control with
respect to the applicable Products and Services referenced therein. Motorola will have the right to
suspend future deliveries of Products and Services if Customer fails to make any payments when due.
6.
Representations and Warranties; Liability.
6.1.
Motorola Warranties. Subject to the disclaimers and exclusions set forth in the MCA and this
EPSLA, (a) for a period of one (1) year commencing upon the delivery of Motorola-manufactured
Equipment under Section 2.1 – Delivery and Risk of Loss, Motorola represents and warrants that such
Motorola-manufactured Equipment, under normal use, will be free from material defects in materials and
workmanship; (b) to the extent permitted by the providers of third-party software or hardware included in
the Products and Services, Motorola will pass through to Customer any warranties provided by such third
parties, which warranties will apply for the period defined by the applicable third party; and (c) for a period
of ninety (90) days commencing upon the delivery of Motorola-owned Licensed Software under Section
2.1 – Delivery and Risk of Loss, Motorola represents and warrants that such Licensed Software, when
used in accordance with the Documentation and the Agreement, will be free from reproducible defects
that prevent operation of features critical to the primary functionality or successful operation of the
Motorola-developed Licensed Software (as determined by Motorola). The warranty set forth in subsection
(c) will be referred to as the “Motorola Licensed Software Warranty”. As Customer’s sole and exclusive
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remedy for any breach of the Motorola Licensed Software Warranty, Motorola will use commercially
reasonable efforts to remedy the material defect in the applicable Licensed Software; provided, however,
that if Motorola does not remedy such material defect within a reasonable time, then at Motorola’s sole
option, Motorola will either replace the defective Licensed Software with functionally-equivalent software,
provide substitute software to Customer, or terminate the applicable software license and refund any paid
license fees to Customer on a pro-rata basis. For clarity, the Motorola Licensed Software Warranty
applies only to the most current version of the Licensed Software issued by Motorola, and issuance of
updated versions of any Licensed Software does not result in a renewal or extension of the Motorola
Licensed Software Warranty beyond the ninety (90) day warranty period.
6.2.
ADDITIONAL EXCLUSIONS. IN ADDITION TO THE EXCLUSIONS FROM DAMAGES SET
FORTH IN THE MCA, AND NOTWITHSTANDING ANY PROVISION OF THE AGREEMENT TO THE
CONTRARY, MOTOROLA WILL HAVE NO LIABILITY FOR (A) DEFECTS IN OR DAMAGE TO
PRODUCTS RESULTING FROM USE OTHER THAN IN THE NORMAL AUTHORIZED MANNER, OR
FROM ACCIDENT, LIQUIDS, OR NEGLECT; (B) TESTING, MAINTENANCE, REPAIR, INSTALLATION,
OR MODIFICATION BY PARTIES OTHER THAN MOTOROLA; (C) CUSTOMER’S OR ANY
AUTHORIZED USER’S FAILURE TO COMPLY WITH INDUSTRY AND OSHA OR OTHER LEGAL
STANDARDS; (D) DAMAGE TO RADIO ANTENNAS, UNLESS CAUSED BY DEFECTS IN MATERIAL
OR WORKMANSHIP; (E) EQUIPMENT WITH NO SERIAL NUMBER; (F) BATTERIES OR
CONSUMABLES; (G) FREIGHT COSTS FOR SHIPMENT TO REPAIR DEPOTS; (H) COSMETIC
DAMAGE THAT DOES NOT AFFECT OPERATION; (I) NORMAL WEAR AND TEAR; (J) ISSUES OR
OBSOLESCENCE OF LICENSED SOFTWARE DUE TO CHANGES IN CUSTOMER OR AUTHORIZED
USER REQUIREMENTS, EQUIPMENT, OR SYSTEMS; (K) TRACKING AND LOCATION-BASED
SERVICES; OR (L) BETA SERVICES.
6.3.
Voluntary Remedies. Motorola is not obligated to remedy, repair, replace, or refund the purchase
price for the disclaimed or excluded issues in the MCA or Section 6.2 – Additional Exclusions above,
but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola
for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering
Document for such Services, if applicable.
7.
Copyright Notices. The existence of a copyright notice on any Licensed Software will not be
construed as an admission or presumption of publication of the Licensed Software or public disclosure
of any trade secrets associated with the Licensed Software.
8.
Survival. The following provisions will survive the expiration or termination of this EPSLA for any
reason: Section 3 – Licensed Software License and Restrictions; Section 4 – Term; Section 5 –
Payment; Section 6.2 – Additional Exclusions; Section 8 – Survival.
The Parties hereby enter into this EPSLA as of [_________] (the “EPSLA Date”).1
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