HomeMy WebLinkAboutContract 48359 GITY SECRETARYkg�
CONTRACT NO- �-
MCC 7100/7500 Dispatch
Software Development Kit License Agreement
This MCC 7500 Dispatch Software Development Kit License Agreement("Agreement"),
effective as of the date of the last signature below,is between Motorola Solutions,Inc.,a Delaware
corporation,with its place of business at 1303 East Algonquin Road,Schaumburg,Illinois 60196
("Motorola"),and the City of Fort Worth,a Texas home-rule municipal corporation,having a principal
place of business at 1000 Throckmorton St.,Fort Worth,Texas 76102("Licensee").
RECITALS
Motorola has developed two-way radio communications equipment,including the ASTRO®25
systems,subscriber units and a software development kit with which users may develop software
applications that will interface to proprietary interfaces. Licensee has a desire to have access to Motorola's
software development kit in order to develop application specific software to operate with Motorola's
proprietary interfaces on certain equipment. Motorola is willing to license its software development kit to
Licensee solely for the purpose of developing certain applications,under the following terms and
conditions.
NOW THEREFORE,in consideration of the mutual promises herein,the parties agree as follows:
TERMS AND CONDITIONS
1. Definitions.
1.1 Software Development Kit or Kit means software tools,documentation,and libraries to
facilitate the development of software applications that interface with the Equipment.The Kit is more
specifically defined in Attachment A to this Agreement.
1.2 Application Specific Software means software applications developed using the Kit only for
operation in conjunction with the Equipment.
1.3 Confidential Information means Motorola information about and relating to the Kit and all
supporting software and documentation and other tangible items descriptive thereof,in whole or in part.
Confidential Information further includes any information relating to Motorola two-way radio
communications system equipment and identified as confidential.
1.4 Equipment means Motorola's MCC 7100 and MCC 7500 Dispatch Console for an ASTRO
25 system.
2. Licenses.
2.1 Grant of License. Motorola grants to Licensee a personal,limited,non-transferable,non-
assignable,revocable,worldwide,nonexclusive license under Motorola's copyrights and Confidential
Information embodied in the Kit to:
2.1.1 reproduce,perform,display,and prepare derivative works of the Kit solely for the
purpose of developing and using the Application Specific Software only for use with Licensee's
Equipment;and
2.1.2 copy and reproduce the supporting software and documentation provided in the Kit,
solely as necessary for the exercise of the license granted in Sections 2.1.1.
3. Conditions of Use. Licensee agrees that its use of the Kit will be subject to the following
C 'atien�
OFFICIAL RECORD CFW&Motorola Solutions Soffivare Development Kit License Agreement
CITY SECRETARY 1 Last Revised 10/4/16(execution copy)
FT.WORTH,TX
3.1 Licensee may use the Kit in exercise of its license granted in Section 2. All other use is
strictly prohibited.
3.2 Licensee will not modify,reverse engineer,decompile,or disassemble any software included
in the Kit that is solely provided in object code form.
3.3 Licensee will not remove,destroy,or alter any proprietary markings or legends placed upon or
contained with the Kit,related material,or documentation.
3.4 Licensee will not transfer,directly or indirectly,any product,technical data or software
furnished under this Agreement to any country for which the United States or any other applicable
government requires an export license or other governmental approval without first obtaining such license
or approval.
3.5 Licensee will limit dissemination of,and access to,the Kit to Licensee's employees who need
to use the Kit for the purposes allowed by the license granted in Section 2 of this Agreement and will cause
its employees to comply with the conditions of this Agreement.
3.6 Licensee will not disclose the Kit to any third party without the express written permission of
Motorola and only for purposes of developing the Application Specific Software.
3:', Licensee will not distribute any portion of the Kit as a standalone product.
3.8 Licensee will not create derivative works of the Kit in any manner that would require the Kit,
or other software combined and distributed with the Kit,to be disclosed or distributed in source code form,
to be licensed for the purpose of making derivative works,to be redistributed at no charge,or impose patent
license or non-assert obligations on Motorola.
4. Payment. The non-refundable fee owed to Motorola for this license is a one-time charge of US
$5,000.00,payable to Motorola Solutions,Inc.within 30 days of invoice. If payment of the license fee is
not received by Motorola within this 30 day period,this Agreement will automatically terminate. The
terms of this section survive the termination of this Agreement.
Licensee is a tax exempt entity and will provide documentation to Motorola that identifies its tax
exemption. Motorola will bear all taxes imposed on it,if any,with respect to the payments of this Section.
5. Title and Ownership.
5.1 Software Development Kit. Title to,and ownership of,the Kit and Confidential Information
remains with Motorola. Motorola retains all right,title,and ownership of its intellectual property rights,
and no ownership interest is transferred to Licensee under this Agreement. During the term of this
Agreement and any extension of it,Licensee will do nothing inconsistent with Motorola's rights to the Kit.
Except for the limited license expressly granted to Licensee in Section 2 of this Agreement,Motorola
grants no other licenses under this Agreement,express,implied,or by way of laches or estoppel,including
no license under any patent or trademark.
5.2 Application Specific Software. Subject to Motorola retaining all right,title,and interest in
Motorola's underlying intellectual property rights on which the Application Specific Software is based,
Motorola disclaims any and all ownership interest in or relating to the Application Specific Software
developed by Licensee.
6. Support. The parties may agree upon the terms and conditions under which Motorola might
supply technical support regarding utilization of the Kit. Motorola is under no obligation to provide
technical support unless agreed upon in writing.
CFW&Motorola Solutions Software Development Kit License Agreement
2 Last Revised 10/4/16(execution copy)
7. Maintenance,Updates and Enhancements.
7.1 Motorola will not be responsible for maintenance or field service of the software contained in
the Kit under this Agreement.
7.2 Motorola may periodically improve or modify the Kit. During the term of this Agreement,
Motorola may provide Licensee with any relevant updates to the Kit at no additional cost.
8. Confidentiality.
8.1 Motorola Kit. Licensee acknowledges that the Kit and Confidential Information are valuable
proprietary information and include trade secrets and copyrights of Motorola. To the extent allowed under
Texas law,Licensee will preserve the confidentiality of the Kit in the same manner that Licensee protects
its own confidential information and, in any event,with at least reasonable and prudent care. In performing
its obligations under this Section 8,Licensee will(i)limit dissemination of,and access to,the Confidential
Information to Licensee's employees who need to use the Confidential Information for the purposes
allowed by the license granted in Section 2 of this Agreement;(ii)not disclose the Confidential Information
to any third party unless required to under Texas law;(iii)not use the Confidential Information for any
purpose other than the purposes allowed by the license granted in Section 2 of this Agreement;and(iv)
take appropriate action,by instruction,agreement,or otherwise with any employees or agents of Licensee,
such that Licensee fully performs its duties and obligations under this Section 8.
The confidentiality requirements of this Section 8 do not apply to any information in the Kit that
(i)is or becomes publicly known through no wrongful act of Licensee;(ii)is,at the time of execution of
this Agreement,already known to Licensee without restriction on disclosure;(iii)is,or subsequently
becomes,rightfully and without breach of this Agreement,in Licensee's possession without any obligation
restricting disclosure;(iv)is independently developed by Licensee without breach of this Agreement;(v)is
explicitly approved for release by written authorization of Motorola;or(vi)is required to be released under
Texas law.
Licensee agrees that since use or dissemination of information contained in the Kit in a manner
that breaches the terms and conditions of this Agreement will cause irreparable harm to Motorola,
Motorola,in addition to any other right or remedy that it may have available to it at law or in equity,will be
entitled to petition for temporary and permanent injunctive relief without the necessity of proving actual
damages.
9. Disclaiming Representation. MOTOROLA PROVIDES ALL MATERIALS"AS IS"AND
MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE
KIT,ITS USE OR PERFORMANCE. MOTOROLA DISCLAIMS ANY RESPONSIBILITY FOR
TECHNICAL ACCURACY,IMPROVEMENT OF THE KIT WITH ENHANCEMENTS,OR ANY
OTHER PRODUCT OR SYSTEMS RESPONSIBILITY. MOTOROLA DOES NOT REPRESENT OR
WARRANT THAT THE KIT WILL BE UNINTERRUPTED OR ERROR FREE OR MEET ANY
TECHNICAL STANDARD. MOTOROLA DISCLAIMS ALL WARRANTIES EITHER EXPRESS OR
IMPLIED INCLUDING,WITHOUT LIMITATION,THE WARRANTIES OF NON-INFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Liability. THE ENTIRE MOTOROLA LIABILITY TO LICENSEE FOR
PERFORMANCE OR NONPERFORMANCE BY MOTOROLA UNDER THIS AGREEMENT,IS
LIMITED TO A REFUND BY MOTOROLA OF AN AMOUNT NOT TO EXCEED THE TOTAL
LICENSE FEE PAID BY LICENSEE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOTOROLA WILL
NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR LEGAL THEORY FOR DAMAGES
RELATED TO INCONVENIENCE,DOWNTIME,INTEREST,COST OF CAPITAL,FRUSTRATION
OF ECONOMIC OR BUSINESS EXPECTATIONS,LOST PROFITS,LOST REVENUE,LOST
SAVINGS,LOSS OF USE,TIME,DATA,OR GOOD WILL,OR ANY SPECIAL,PUNITIVE,
CFW&Motorola Solutions Software Development Kit License Agreement
3 Last Revised 10/4/16(execution copy)
INDIRECT,INCIDENTAL,OR CONSEQUENTIAL DAMAGES,REGARDLESS OF WHETHER
SUCH LOSSES ARE FORESEEABLE TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY
LAW EVEN IF MOTOROLA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES,
OR FOR ANY CLAIM AGAINST LICENSEE BY ANY THIRD PARTY. THE LIMITATIONS IN THIS
PARAGRAPH WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF
ANY LIMITED REMEDY. SPECIFICALLY,WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING,MOTOROLA WILL HAVE NO LIABILITY WHATSOEVER TO LICENSEE
RELATING TO USE OF ANY APPLICATION SPECIFIC SOFTWARE DEVELOPED BY LICENSEE.
THIS SECTION SURVIVES THE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
11. Assignment. Licensee may not assign,sublicense,or otherwise transfer its rights or obligations
under this Agreement to any third party without the prior express written consent of Motorola. Motorola
will provide written notice to Licensee of any assignment,sublicense,or other transfer of its rights or
obligations under this Agreement.Any unauthorized assignment,sublicense,or transfer will be void and
considered a material breach of this Agreement.
12. Term and Termination.
12.1 The term of this Agreement commences upon the execution of this Agreement by both
parties. This Agreement will continue for a period of 3 years from the date of execution,unless earlier
terminated as provided herein. Provided that Licensee is not in breach of the Agreement,this Agreement
may be extended by Motorola for a further 1 year term,provided that Motorola receives written notification'
from Licensee,no later than 2 months prior to the termination of this Agreement to so extend the term of
this Agreement. If necessary,further 1 year terms may be applied as above. Motorola will not
unreasonable withhold or unduly delay approval for such extensions.
12.2 Licensee's right to use the Kit will terminate immediately upon receiving notice of a breach
of this Agreement by Licensee. Otherwise,this Agreement may be terminated by either party upon 30 days
prior written notice.
12.3 Within 30 days after termination or expiration of the Agreement,Licensee will verify to
Motorola in writing that through its best efforts,and to the best of its knowledge,the original and copies,in
whole or in part,in any form,of the Kit have been destroyed,except that with prior written consent from
Motorola,Licensee may retain one copy of the Kit for archival or backup purposes.
12.4 In the event no funds or insufficient funds are appropriated by the Licensee in any fiscal
period for any payments due hereunder,the Licensee will notify Motorola of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were received
without penalty or expense to the Licensee of any kind whatsoever,except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
13. Indemnification. To the extent allowed by Texas law,Licensee hereby agrees to indemnify,
defend,and hold harmless Motorola,its officers,agents,and employees,from and against any and all
liabilities,damages,claims,costs,and expenses(including attorneys'fees and expenses related thereto)
suffered or incurred by Motorola relating to or arising from(i)negligent acts or omissions or willful
misconduct by Licensee or its employees or contractors; (ii)damage to any property and any injury to any
person based on,arising out of,related to,occasioned by,or attributable to,in whole or in part,the use of,
attempted use of,or inability to use the Kit by Licensee or its employees or contractors;and(iii)any failure
by Licensee,or its employees or contractors,to perform or comply with the terms of this Agreement,
provided that Licensee is promptly notified of such suit and is given control of the suit and all requested
assistance for defense of the same. Notwithstanding the above,Motorola has the right to defend any action,
suit,or proceeding brought against Motorola,at its own expense,with counsel of its own choosing. This
indemnification obligation will survive expiration or termination of this Agreement and will not limit any
other remedies Motorola may have.
CFW&Motorola Solutions Software Development Kit License Agreement
4 Last Revised 10/4/16(execution copy)
14. Insurance.
14.1 The Licensee is a governmental entity under the laws of the state of Texas and pursuant to Chapter
2259 of the Texas Government Code,entitled"Self-Insurance by Governmental Units,"is self-insured,and
therefore,Licensee is not required to purchase insurance.Proof of self-insured status shall be provided.
15. Notices. All notices in connection with this Agreement will be in writing and will be valid and
sufficient if dispatched by express mail,postage prepaid,in any post office in the United States,or by
commercial courier,addressed as follows or to such other address as a party may notify the other in
accordance with this Section 15:
If to Motorola,to: If to Licensee,to:
Motorola Solutions,Inc. City of Fort Worth
1303 E.Algonquin Rd. Assistant City Manager over Fire
Schaumburg,IL 60196 1000 Throckmorton St.
Attn:Law Department-IP Fort Worth,Texas 76102
With Copies to City Attorney at the same address.
16. General
16.1 Copyright Notices. The existence of a copyright notice on any of the software,manuals or
documentation included in the Kit will not be construed as an admission or presumption that public
disclosure of such material,or any trade secret associated with such material,has occurred.
16.2 Use of Names and Trademarks. Licensee may not use Motorola's trade or brand names,
corporate logo,or trademarks,or any contraction,abbreviation,or simulation thereof,without Motorola's
prior written consent.
16.3 Waivers. No waiver of a party's right or remedy under this Agreement will constitute a
waiver of another right or remedy of that party.
16.4 Entire Agreement and Amendment. This Agreement constitutes the entire agreement
between the parties concerning the subject matter of this Agreement and supersedes all previous written or
oral communications or understandings regarding the same. This Agreement may be amended only in
writing signed by both parties.
16.5 Governing Law. This Agreement shall be construed in accordance with the laws of the State
of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this
Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,Fort Worth Division.
16.6 Survival of Provisions. The parties agree that where the context of any provision indicates
an intent that it survives the terms of this Agreement,then it will survive.
16.7 Severability. If any term,clause,or provision of this Agreement is judged to be invalid or
unenforceable,the validity of any other term,clause,or provision will not be affected,and such invalid or
unenforceable term,clause,or provision will be deemed deleted from this Agreement.
16.8 Counterparts. This Agreement may be executed in counterparts,each of which will be
deemed an original.
CFW&Motorola Solutions Software Development Kit License Agreement
5 Last Revised 10/4/16(execution copy)
16.9 Conflict Between Recitals and Terms and Conditions. The parties agree that in the event
of a conflict between the language of the"Recitals"and the language of the "Terms and Conditions"of this
Agreement,the language of the"Terms and Conditions"will prevail.
16.10 Governmental Powers. It is understood and agreed that by execution of this Agreement,
the Licensee does not waive or surrender any of its governmental powers.
16.11 Force Majeure. The Licensee and Motorola shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control (force
majeure), including,but not limited to, compliance with any government law,ordinance or regulation, acts
of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority,transportation problems and/or any other similar causes.
16.12 Compliance with Laws,Ordinances,Rules and Regulations. Motorola agrees to comply
with all applicable federal, state and local laws, ordinances, rules and regulations. If Licensee notifies
Motorola of any violation of such laws,ordinances,rules or regulations,Motorola shall immediately desist
from and correct the violation.
16.13 Right to Audit. Motorola agrees that the Licensee shall, until the expiration of three (3)
years after final payment under this Agreement,have access to and the right to examine at reasonable times
! .any,directly pertinent books, documents, papers and records of Motorola involving transactions relating to
this Agreement at no additional cost to Licensee. Motorola agrees that Licensee shall have access during
normal working hours to all necessary Motorola facilities and shall be provided adequate and appropriate
work space in order to conduct audits in compliance with the provisions of this section. Licensee shall give
Motorola not less than 10 days written notice of any intended audits.
16.14 Disclosure of Conflicts. Motorola hereby warrants to Licensee that Motorola has made
full disclosure in writing of any existing or potential conflicts of interest related to Motorola's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Motorola hereby agrees immediately to make full disclosure to Licensee in writing.
IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this
Agreement.
[SIGNATURES FOLLOW ON NEXT PAGE]
CFW&Motorola Solutions Software Development Kit License Agreement
6 Last Revised 10/4/16(execution copy)
LICENSEE:
CITY OF FORT WORTH: MOTOROLA SOLUTIONS, INC.:
Valerie Washington ��� Scott Mottonen
Assistant City Manager ® ,¢ °°� ice r id
Date: ( o Dao �p UVJ
0
to n
O
�(e
To°�aU goo°�
ATTE
B �cL.l �»
Y• Y•
MKAyser Name
Ci y Secretary Title
APPROVE, S TO FORM AND LEGALITY:
By:
Jessica Sanang
Assistant C ty ttorne II
Form 1295 Certification No. N/A
CONTRACT AUTHORIZATION:
M&C: N/A
EFT. WORTH,
RECORD
RETARY
TX
CFW&Motorola Solutions Software Development Kit License Agreement
7 Last Revised 10/4/16(execution copy)
ATTACHMENT A
MCC 7100/7500 Dispatch
Software Development Kit
Software
MCC 7500 Elite(including Elite Admin and Elite Dispatch)*
Network Management Simulator
MCC 7500 API Tutorial
MCC 7500 Simulator testing application
Software Develonment Files
C language header files
Import Library Definition files
Dynamic-Link Libraries files-Functional APIs
Support software clients*
MCC7500 Elite Dispatch Manual*
MCC7500 Elite Admin Manual*
Network Management Simulator User Manual
MCC 7500 Simulator User Manual
Other Documentation
Motorola MCC 7500 Software Development Kit Getting Started Development Guide
Motorola MCC 7500 Software Development Kit Cohabitation/Performance Guidelines
Motorola MCC 7500 Software Development Kit Companion Guide
Application Programming Interface--Console Features
Application Programming Interface--Resource Configuration
Application Programming Interface--Console Dispatch Interface Services
*provided on MCC 7500 product CD-ROM
CFW&Motorola Solutions Software Development Kit License Agreement
8 Last Revised 10/4/16(execution copy)