HomeMy WebLinkAboutContract 55923-AD1CSC No. 55923-AD1
ADDENDUM TO CIRRUS TRIAL PROOF OF CONCEPT AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
MOTOROLA SOLUTIONS, INC.
This Addendum to CIRRUS Trial Proof of Concept Agreement ("Addendum") is entered
into by and between Motorola Solutions, Inc. ("Vendor") and the City of Fort Worth ("City"),
collectively the "parties."
The Contract documents shall include the following:
1. The CIRRUS Trial Proof of Concept Agreement; and
2. This Addendum.
The parties stipulate by evidence of execution of this Addendum below by a
representative of each party duly authorized to bind the parties hereto, that the parties hereby
agree that the provisions in this Addendum below shall be applicable to the attached Proof of
Concept Agreement (the "Agreement")as follows:
1. Attornevs' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties
or liquidated damages in any amount, City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
2. Law and Venue. The Agreement and the rights and obligations of the parties
hereto shall be governed by, and construed in accordance with the laws of the United States and
state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the
Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent
the Agreement is required to be governed by any state law other than Texas or venue in Tarrant
County, City objects to such terms and any such terms are hereby deleted from the Agreement
and shall have no force or effect.
3. Insurance. The City 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 therefare is not required to purchase insurance. To the
extent the Agreement requires City to purchase insurance, City objects to any such provision, the
parties agree that any such requirement shall be null and void and is hereby deleted from the
Agreement and shall have no force or effect. City will provide a letter of self-insured status as
requested by Vendor.
4. Soverei�n Immunitv. Nothing herein constitutes a waiver of City's sovereign
immunity. To the extent the Agreement requires City to waive its rights or immunities as a
government entity; such provisions are hereby deleted and shall have no force or effect.
Addendum
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
5. Limitation of Liabilitv and Indemnity. To the extent the Agreement, in any way,
requires City to indemnify or hold Vendor or any third party harmless from damages of any kind
or character, City objects to these terms and any such terms are hereby deleted from the
Agreement and shall have no force or effect.
6. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of
funds. If such funds are not appropriated or become unavailable, City shall have the right to
terminate the Agreement except for those portions of funds which have been appropriated prior
to termination.
7. A�reement Controlling. If any provisions of the attached Agreement, conflict
with the terms herein, are prohibited by applicable law, conflict with any applicable rule,
regulation or ordinance of City, the terms in the CIRRUS Trial Proof of Concept Agreement
shall control over this Addendum.
8. Immi�ration Nationalitv Act. Vendor shall verify the identity and employment
eligibility of its employees who perform work under the Agreement, including completing the
Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide
City with copies of all I-9 forms and supporting eligibility documentation for each employee
who performs work under the Agreement. Vendor shall adhere to all Federal and State laws as
well as establish appropriate procedures and controls so that no services will be performed by
any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL
INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY
VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate
the Agreement for violations of this provision by Vendor.
9. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract
with a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor
certifies that Tlendor's signature provides written verification to City that Tlendor• (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
10. Right to Audit. Vendor acknowledges that the City's Internal Auditor with the
department of internal audit has the right to inspect certain Vendor books and records for the
purpose of verifying performance in accordance with the terms of the contract. City's inspection
is limited to the verification of shipment to invoice quantities and shipment receipts. After City
provides thirry-day written notice, City may send a representative to a Vendor facility during
normal business hours to conduct such limited review, or at City's request Vendor will provide
copies of the specific documents to City's location for its review. Vendor books and records
Addendum Page 2 of 4
provided to City pursuant to this provision shall not be used, duplicated or disclosed to any other
third party without the express written permission of Vendor. In no circumstances will Vendor
be required to create or maintain documents not kept in the ordinary course of Vendor's business
operations, nor will Vendor be required to disclose any information, including but not limited to
product cost data, which it considers confidential or proprietary to Vendor.
(signature page follows)
Addendum Page 3 of 4
[Executed effective as of the date signed by the Assistant City Manager below.] I [ACCEPTED
AND AGREED:]
City: Vendor:
By: Vqj�ri� Washiniffm
Valerie Washington (Jun 2-;'iai113:28 CDT) By: 1)13w ilR
Name: Valerie Washington Name: S.Brad Rice
Title: Assistant City Manager Title: Area Sales Manager
Date: Jun 29, 2021 Date: June 03, 2021
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name: Kevin Gunn
Title: Director
Approved as to Form and Legality:
By:
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: n/a ----
Addendum
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By:
Name: Alan Girton
Title: Senior IT Manager
City Secretary:
By:
Name: Mary Kayser
Title: City Secretary
Page 4 of 4
CSC No. 55923
PROOFOFCONCEPTAGREEMENT
This Proof of Concept Agreement ("AgreemenY'), effective as of the date of the last signature below ("Effective Date"). is made on
the 03 day of June, 2021, between Motorola Solutions, Inc., a Delaware corporation whose principal place of business is at 500 W. Monroe,
Chicago, IL 60661 ("Motorola" or "Motorola Solutions") and_the Citv of Fort Worth. TX. whose principal place of business is the
City of Fort Worth, TX ("Customer"). Motorola antl Customer may be referred to intlividually as Party antl together as Parties.
This Agreement sets forth the terms under which Motorola Solutions will install equipment ("EquipmenY') software ("Software") and/or
provide services ("Services") ( Collectively the "Solution"), as applicable to enable Customer to evaluate the Solution.
Equipment, Software, and Services will be provitletl at a single site selected by Customer. Such Equipment, Software, antl Services may be
identifietl in an attachetl Scope of Work ("SOW"), if applicable or in other tlocumentation providetl to Customer.
License. Motorola Solutions hereby grants to Customer, a temporary, royalty-free, non-exclusive, non-transferable, non-assignable right to use the
Software and any accompanying documentation only to evaluate the Solution ("Evaluation") during the Term. In this regard, Customer will have the
limited right to use the Software in Object Code form, antl related tlocumentation. "Object Code" means computer-programming cotle
in machine-readable form. Upon any termination or expiration of this Agreement, Customer shall not have any right to use the Software.
Term. The term of this Agreement shall be three months from the Effective Date (the "Term"), unless terminated earlier in accortlance with this
Agreement. Motorola Solutions may terminate this Agreement at any time prior to the end of the Term for any reason or for no reason. Customer
may terminate this Agreement prior to expiration by notifying Motorola Solutions and returning all Equipment antl Software to Motorola Solutions in
accordance with the below paragraph, "Receipt and Return." The Term may be extended by mutual written consent.
Conditions. Customer antl its employees shall at all times exercise reasonable care in using the Solution, including proper use and maintenance in
accortlance with Motorola Solutions' instructions.
This Agreement shall not be interpreted as granting to Customer any license, title or right not expressly granted herein. Customer agrees that it will
not do any of the following and will require others to refrain from doing any of the following with regartl to the Software providetl tlirectly or indirectly,
by electronic or other means: (i) copy, motlify, or translate the Software; (ii) reproduce, reverse engineer, tlistribute, sell,
publish, commercially exploit, rent, lease, sublicense, assign or otherwise transfer or make available the Software or any part thereof to any
third party, or otherwise disseminate the Software in any manner; (iii) modify, decompile, or disassemble the Software or part thereof, or
attempt to derive source code from the Software; or (iv) remove any proprietary notices, labels, or marks on the Software or any part thereof.
Customer's use of the Software is strictly limited to use in connection with the Evaluation and only for use solely in connection with the
Equipment. Motorola Solutions reserves all rights to the Software not expressly granted herein. Customer agrees to abide by the copyright
laws of the United States and all other relevant jurisdictions, including without limitation, the copyright laws where Customer uses the Solution.
Customer agrees to immetliately cease using the Software if it fails to comply with this paragraph or any other part of this Agreement.
Ownership and Proprietary Rights. The Software, Equipment, and documentation is solely owned by Motorola Solutions. The Software is licensed
to Customer, and is not being sold to Customer. All right, title, and interest in and to the Software remains vested in Motorola Solutions or
its licensors. Except as expressly provided herein, this Agreement tloes not grant to Customer any express or implied rights under any
Motorola Solutions patents, copyrights, tratlemarks, or other intellectual property rights. All rights not expressly grantetl to Customer hereuntler are
reserved for Motorola Solutions. The Equipment and Software and associated documentation shall remain the personal property of Motorola
Solutions even if installed in or attached (even temporarily) to hardware owned by Customer or a third party.
Customer Software. Customer may provide additional software for use during the Evaluation. Customer warrants and represents that it has the
right and applicable licenses to allow Motorola to access and use such software for purposes of the Evaluation, including all third-party portions of
such software.
Data Storage. If the Solution provided pursuant to this Agreement includes the storage of Customer data, Customer must retrieve all stored data
Motorola Solutions, Inc. Proof of Conccpt Agrccmcnt v.09182019
prior to the end of the Term or prior to the effective date of termination of the Agreement. Unless otherwise agreed in writing, Motorola will not retain
Customer data after expiration or termination of the Agreement. Customer is solely responsible for complying with evidentiary or record retention
laws, regulations, rules or policies. Motorola disclaims any antl all liability for compliance with any evidentiary requirements. Further, Motorola does
not provitle assurances for or support of evitlentiary rules antl requirements after effective tlate of termination unless customers makes a purchase of
the service.
Trade Secret. Customer acknowletlges that the Software, any associated documentation and methodologies usetl in providing Services are
proprietary to, and valuable trade secrets of Motorola Solutions, antl are entrustetl to Customer only for evaluation purposes in accordance with this
Agreement. Customer antl its employees shall treat the Solution in the strictest confitlence. Customer agrees that it will not, without Motorola
Solutions' express prior written consent:
a. disclose any information about the Solution, its design and performance specifications, methodologies, or the existence of the Evaluation
and its results to anyone other than Customer's employees who are performing the Evaluation and have a need to have access such information; or
b. copy any portion of the Solution or the methodologies used in providing the Services, Software or documentation, except to the extent
necessary to perform the Evaluation.
Results of Evaluation. Motorola Solutions may receive Native Data provided by Customer to Motorola hereunder to be processed and used in
connection with the Subscription Services ("Customer Data"). Customer Data does not include data provided by thirtl parties antl passetl on to
Motorola. Customer Data that is transformetl, alteretl, processetl, aggregatetl, correlated or operatetl on by Motorola, its ventlors or other data
sources and data that has been manipulated or retrieved using Motorola know-how to produce value-added content that is made available to
Customer with the Solution and Services ("Solution Data"). Motorola Solutions may receive suggestions, recommentlations, comments, or other
communication from Customer about the Solution ("Feedback").
Solution Data. To the extent permitted by law, Motorola, its vendors and licensors are the exclusive owners of all right, title, and interest, in and to
the Solution Data, including all intellectual property rights therein. Motorola grants Customer a personal, royalty-free, non-exclusive license to: (i)
access, view, use, copy, and store the Solution Data for its internal business purposes and, (ii) when specifically permitted by the applicable
Statement of Work, publish Solution Data on its websites for viewing by the public.
Customer Data. To the extent permitted by law, Customer retains ownership of Customer Data. Customer grants Motorola and its subcontractors a
personal, royalty-free, non-exclusive license to use, host, cache, store, reproduce, copy, modify combine, analyze, create derivatives from,
communicate, transmit, publish, tlisplay, and tlistribute such Customer Data for the purpose of providing the Subscription Services to Customer,
other Motorola Customers and end users, including without limitation, the right to use Customer Data for the purpose of developing new or enhanced
solutions. In atldition to the rights listed above, Customer grants Motorola a license to sell an Anonymizetl version of Customer Data for any purpose.
Feedback. Any Feedback given by Customer is and will be entirely voluntary and, even if designated as confidential, will not create any
confitlentiality obligation for Motorola Solutions. Motorola Solutions will be free to use, reprotluce, license or otherwise tlistribute and exploit the
Feedback to improve and enhance the Solution and otherwise, without any obligation to Customer. Customer acknowledges that Motorola Solutions'
receipt of the Feedback does not imply or create recognition by Motorola Solutions of either the novelty or originality of any idea. Customer further
agrees that all fixes, modifications and improvements to the Solution conceived by or made by Motorola Solutions that are based, either in whole or
in part, on the Feetlback are the exclusive property of Motorola Solutions and all right, title antl interest in antl to such fixes, motlifications or
improvements to the Solution will vest solely in Motorola Solutions.
Confidentiality. "Confidential Information" is defined as any and all Motorola Solutions information consistent with the Evaluation that is (i)
tlisclosetl in oral, written, graphic, machine recognizable, antl/or sample form, or (ii) obtained by examination, testing or analysis of any products,
hartlware, software, documentation, or any component part thereof provitled by Motorola Solutions to Customer.
Customer is not obligated to maintain as confidential, Confidential information that Customer can demonstrate to Motorola Solutions' satisfaction (i)
is now available or becomes available to the public through no fault of Customer; (ii) is explicitly approved for release by written authorization of
Motorola Solutions; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Customer or any of its
affiliated companies prior to such disclosure; or (v) is independently developed by Customer or any of its Affiliated Companies without the use of any
of Motorola Solutions' Confidential Information or any breach of this Agreement. Affiliated Company means any company which is, now or tluring
the term of this Agreement, a wholly-owned subsidiary of a Party or any of its wholly-owned subsidiaries, the parent company of a Party, or a
wholly-owned subsidiary of the parent company.
If Customer is required to disclose Confitlential Information pursuant to applicable law, statute, or regulation, or court ortler, the Customer will give to
Motorola Solutions, Inc. Proof of Conccpt Agrccmcnt v.09182019
Motorola Solutions prompt written notice of the request antl a reasonable opportunity to object to such disclosure and seek a protective order or
appropriate remedy. If, in the absence of a protective ortler, Customer tletermines, upon the ativice of counsel, that it is required to tlisclose such
information, it may disclose only Confidential Information specifically required and only to the extent compelled to do so.
During the term of this Agreement and for a period of 5 year(s) from the expiration or termination of this Agreement, Customer will (i) not disclose
Confidential Information to any third party; (ii) restrict disclosure of Confidential Information to only those employees, agents or consultants who must
be tlirectly involved with the Confidential Information for the Evaluation antl who are bountl by confitlentiality terms substantially similar to those in
this Agreement; (iii) not reverse engineer, decompile or disassemble any Confidential Information; (iv) use the same tlegree of care as for its own
information of like importance, but at least use reasonable care, in safeguarding against tlisclosure of Confidential Information; (v) promptly notify
Motorola Solutions upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain
possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (vi) only use the
Confidential Information in connection with the Evaluation.
All Confitlential Information remains the property of Motorola Solutions and will not be copietl or reproduced without the express written permission of
Motorola Solutions, except for copies that are absolutely necessary for the Evaluation.
Export Compliance. Customer will not transfer, directly or indirectly, any product, technical data or software furnished hereunder, or the direct
protluct of such technical data or software, to any country for which the United States Government, or any other applicable government, requires an
export license or other governmental approval, without first obtaining such license or approval.
Customer Site. If the Solution is to be installed at a Customer location, the Solution will only be installed and/or evaluated at the Customer site
identified in the documents provided by Motorola for the Evaluation. The Equipment used for the Services will only be located at such site. If the
Solution is to be accessed remotely, Customer will only access Solution in the manner described by Solution documentation or as otherwise
instructed by Motorola.
Receipt and Return. Untler the scope of this Evaluation, Motorola Solutions shall not be responsible for any shipping costs or risk of loss to
Customer of the Equipment installed on Customer premises. All other Equipment title used in connection with the Services remains vested in
Motorola at all times unless otherwise specified. Upon completion of the trial, Customer shall either elect to enter into an annual software subscription
to continue the Service or elect not to continue the Service. If the Customer elects to continue the Service, title of the Equipment installed on
Customer premises transfers to the Customer upon entering into an annual software subscription to continue the Service. If the Customer elects not
to continue the Service, the Customer will not be billed for the cost of the Equipment if the Customer returns the Equipment within thirty (30) tlays
after the Term or early termination under the terms of the Agreement. Customer shall return or destroy all copies of the Confidential Information,
Software and documentation after the Term. Customer equipment shall be free of Motorola's Software within thirty (30) days after the Term or early
termination under the terms of the Agreement.
Existing Equipment and Software. Customer is solely responsible for supporting and maintaining any existing equipment and software. The
Equipment and Software provided by Motorola may connect to or interface with existing equipment and software owned by Customer. Any failures or
deficiencies may impact the functionality of the Solution.
Warranty Disclaimer. EACH PARTY RECOGNIZES AND AGREES THAT ALL SOFTWARE PROVIDED UNDER THIS AGREEMENT BY
MOTOROLA SOLUTIONS IS DELIVERED AS IS, WHERE IS, AND WHEN AVAILABLE. MOTOROLA SOLUTIONS MAKES NO
REPRESENTATIONS OR WARRANTIES UNDER OR RELATED TO THIS AGREEMENT FOR THE SOFTWARE PROVIDED HEREUNDER AND
HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR
IMPLIED, RELATED TO THE SOFTWARE PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION, TO THE MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, DESIGN, CONDITION, QUALITY, CAPACITY, MATERIAL OR WORKMANSHIP OR AS TO PATENT
INFRINGEMENT OR THE LIKE, IT BEING AGREED THAT ALL SUCH RISKS ARE, AS BETWEEN MOTOROLA SOLUTIONS AND CUSTOMER,
TO BE BORNE BY CUSTOMER.
Motorola Solutions, Inc. Proof of Conccpt Agrccmcnt v.09182019
Limitation of Liability. Motorola Solutions does not assume and shall have no liability under this Agreement for (i) failure to deliver the
Services or Software within a specified time period; (ii) availability and delays in delivery of the Services or Software, (iii) any failure or
interruption of the Software antl/or operation of the Equipment, or (iv) damage causetl by the Software or Equipment due tlirectly or
intlirectly to causes beyontl the control of Motorola Solutions, inclutling, but not limitetl to acts of Gotl, acts of the public enemy, acts
of the government, acts or failures to act by you,fires, floods, epidemics, quarantine restrictions, corrosive substances in the air or other
hazardous environmental conditions, strikes, freight embargoes, inability to obtain materials or services, commotion, war, unusually severe weather
conditions or default of subcontractors whether or not due to any such causes; (v) maintenance and storage of data; (vi) disclosure of or failure
to protect personally itlentifiable tlata. IN NO EVENT SHALL MOTOROLA SOLUTIONS BE LIABLE FOR ANY INCIDENTAL,
INDIRECT, DIRECT, SPECIAL, REMOTE, PUNITIVE OR CONSEQUENTIAL DAMAGES CAUSED BY ITS NEGLIGENCE OR
OTHERWISE, NOR FOR REVENUE OR ACTUAL OR PROSPECTIVE PROFITS, SALES, BUSINESS ADVANTAGE, OR GOODWILL, OR
ATTORNEY'S FEES, ARISING FROM OR CAUSED, DIRECTLY OR INDIRECTLY BY THE USE OF THE EQUIPMENT OR SOFTWARE
PROVIDED UNDER THIS AGREEMENT; ECONOMIC LOSS; PERSONAL INJURIES OR PROPERTY DAMAGES SUSTAINED BY CUSTOMER
OR ANY THIRD PARTIES INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY LOSS OR DAMAGE RESULTING FROM ANY
INTERRUPTION CAUSED BY THE EQUIPMENT OR SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
MOTOROLA SOLUTIONS' TOTAL LIABILITY FOR DAMAGES TO CUSTOMER OR OTHERS SHALL IN NO WAY EXCEED THE FAIR
MARKET VALUE OF SERVICES PAID BY THE CUSTOMER TO MOTOROLA SOLUTIONS UNDER THIS AGREEMENT, EXCEPT IN INSTANCES
OF BODILY INJURY OR DAMAGE TO TANGIBLE PERSONAL PROPERTY.
No Waiver. No waiver, amentlment or modification of any provision hereof or of any right or remetly hereunder will be effective unless made in
writing and signed by the Party against whom such waiver, amendment or motlification is sought to be enforcetl. No failure by any Party to exercise,
and no tlelay by any Party in exercising, any right, power or remetly with respect to the obligations secured hereby will operate as a waiver of any
such right, power or remedy.
Indemnification. Customer is, will be and remain the controller of the data contained in the Equipment for purposes of all applicable laws relating to
data privacy, transborder data flow and data protection.
Regulatory Requirements. Customer is solely responsible for complying with any antl all statutory or regulatory requirements associated with use
of the Solution, inclutling requirements triggered by voice antl data transmission. Any changes to the design, installation, support, or other obligations
required to achieve regulatory compliance, including but not limited to FCC or ADA requirements, may impact the price of Solution. Further, Motorola
Solutions makes no commitment to collect, hold, manage, or maintain data for evidentiary or recovery purposes.
No Assignment. Neither the Agreement nor any right or obligation hereuntler may be assigned or delegated by Customer (including by operation of
law) without Motorola Solutions' express prior written consent, and any assignment or delegation without such consent will be void.
Severability. If any provision of this Agreement is declared by a court of competentjurisdiction to be invalid, void, or unenforceable, the parties will
modify such provision to the extent possible to most nearly affect its intent. In the event the parties cannot agree, then either Party may terminate this
Agreement on thirty (30) days written notice. In any case, the remaining provisions of this Agreement shall not be affectetl.
Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original and all of which will constitute
one antl the same instrument. The parties may execute this Agreement in writing, or by electronic signature, and any such electronic signature will
have the same legal effect as a handwritten signature for the purposes of valitlity, enforceability antl atlmissibility. In adtlition, an
electronic signature, a true and correct facsimile copy or computer image of this Agreement will be treated as antl will have the same effect as
an original signed copy of this Agreement.
Governing Law. This Agreement shall be governed by the laws of the State of Illinois without giving effect to the conflict of law principles thereof and
exclutling the Convention on Contracts for the International Sale of Goods. Juristliction shall be in the State of Illinois, in the County of Cook, Illinois,
and the United States District Court for the Northern District of Illinois and to the respective appellate courts thereof in connection with any appeal
therefrom
Motorola Solutions, Inc. Proof of Conccpt Agrccmcnt v.09182019 4
Public Information. Customer is a government entity under the laws of the State of Texas and all documents held or maintained by Customer are
subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that Customer maintain records in violation of
the Act, Customer hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect.
In the event there is a request for information marketl Confitlential or Proprietary, Customer shall promptly notify Motorola Solutions. It will be the
responsibility of Motorola Solutions to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be
decided by Customer, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction.
Notices. All notices hereunder shall be in writing antl shall be delivered in person by a nationally recognized courier, providing proof of
service, or sent by registeretl or certifietl mail, postage and fees prepaid, return receipt requested, to the attention of the other Party's
tlesignated point of contact as set forth herein.
Entire Agreement. The Agreement is the entire understantling of the Parties with respect to the subject matter hereof. This Agreement may be
executed in multiple counterparts, antl shall have the same legal force and effect as if the Parties hatl executed it as a single document. The
Parties may sign in writing, or by electronic signature, inclutling by email. An electronic signature, or a facsimile copy or computer image, such
as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic
signature, a true andcorrect facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an
original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized
representatives of both Parties.
IN WITNESS WHEREOF, the parties, intending to be legally bound, have executetl this Agreement as of the Effective Date.
MOTOROLA SOLUTIONS, INC.
By: ' �-c�
CUSTOMER
,� � � ..
Name Typed: S. Bratl Rice
Title: Area Sales Manager
Date: �une 03, 2021
Name Typed:
Assistant City Manager
Title:
Date: J u n 29, 2021
Motorola Solutions, Inc. Proof of Conccpt Agrccmcnt v.09182019
[Executed effective as of the date signed by the Assistant City Manager below.] /[ACCEPTED
AND AGREED:]
City:
�Gi�G�1G� GIIG�IGL/�lGI�0�1
B Valcrie Washington (Jun 29, 2 11326 CDT)
Y�
Name: Valerie Washington
Title: Assistant Ciry Manager
Date: J U 11 29� 2�21
CITY OF FORT WORTH 1NTERNAL ROUTING PROCESS:
Approval Recommended:
�-� � -4.�-
By:
Name: Kevin Gunn
Title: Director, IT Solutions
Approved as to Form and Legality:
� �...-��
By:
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
Contract Compliance Manager:
By signing 1 acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
r
�',�'� � ,� ,, . �
/'' - _y�' te_ a��-� ... -
By.`'�—._.. ___
Name: Alan Girton
Title: Sr. IT Solutions Manager
City Secretary:
By: ��/���e��
Name: Mary Kayser
Title: City Secretary