HomeMy WebLinkAboutContract 55923CSC No. 55923
PROOFOFCONCEPTAGREEMENT
This Proof of Concept Agreement ("Agreement"), effective as of the tlate of the last signature below ("Effective Date"). is matle 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
Citv of Fort Worth, TX ("Customer"). Motorola and Customer may be referred to individually as Party and together as Parties.
This Agreement sets forth the terms under which Motorola Solutions will install equipment ("EquipmenY') software ("Software") and/or
provitle services ("Services") ( Collectively the "Solution"), as applicable to enable Customer to evaluate the Solution.
Equipment, Software, antl Services will be providetl at a single site selected by Customer. Such Equipment, Software, antl Services may be
identified in an attached Scope of Work ("SOW"), if applicable or in other tlocumentation provitletl 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, and related documentation. "Object Code" means computer-programming code
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 terminatetl earlier in accordance 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 and Software to Motorola Solutions in
accordance with the below paragraph, "Receipt and Return." The Term may be extended by mutual written consent.
Conditions. Customer and its employees shall at all times exercise reasonable care in using the Solution, including proper use and maintenance in
accordance 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 tlo any of the following antl will require others to refrain from doing any of the following with regartl to the Software provided directly or intlirectly,
by electronic or other means: (i) copy, motlify, or translate the Software; (ii) reprotluce, reverse engineer, distribute, 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 antl all other relevant juristlictions, inclutling 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 does not grant to Customer any express or implied rights under any
Motorola Solutions patents, copyrights, trademarks, or other intellectual property rights. All rights not expressly granted to Customer hereunder are
reserved for Motorola Solutions. The Equipment and Software and associated tlocumentation shall remain the personal property of Motorola
Solutions even if installed in or attachetl (even temporarily) to hardware owned by Customer or a thirtl party.
Customer Software. Customer may provitle atltlitional software for use tluring 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 Concept Agreement v.09182019
1
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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 and all liability for compliance with any evidentiary requirements. Further, Motorola does
not provide assurances for or support of evidentiary rules and requirements after effective date of termination unless customers makes a purchase of
the service.
Trade Secret. Customer acknowletlges that the Software, any associatetl documentation and methotlologies used in provitling Services are
proprietary to, antl valuable tratle secrets of Motorola Solutions, antl are entrusted to Customer only for evaluation purposes in accortlance with this
Agreement. Customer and its employees shall treat the Solution in the strictest confidence. 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 providetl by third parties and passed on to
Motorola. Customer Data that is transformed, altered, processed, aggregated, correlated or operated on by Motorola, its vendors or other data
sources and data that has been manipulated or retrieved using Motorola know-how to produce value-added content that is made available to
Customer with the Solution and Services ("Solution Data"). Motorola Solutions may receive suggestions, recommendations, comments, or other
communication from Customer about the Solution ("Feedback").
Solution Data. To the extent permitted by law, Motorola, its ventlors and licensors are the exclusive owners of all right, title, and interest, in antl 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, antl store the Solution Data for its internal business purposes and, (ii) when specifically permittetl by the applicable
Statement of Work, publish Solution Data on its websites for viewing by the public.
Customer Data. To the extent permittetl 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, display, and distribute 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 addition to the rights listed above, Customer grants Motorola a license to sell an Anonymized version of Customer Data for any purpose.
Feedback. Any Feedback given by Customer is and will be entirely voluntary and, even if tlesignated as confidential, will not create any
confidentiality obligation for Motorola Solutions. Motorola Solutions will be free to use, reproduce, license or otherwise tlistribute and exploit the
Feedback to improve and enhance the Solution antl 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 antl all right, title and interest in and to such fixes, modifications 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)
disclosed in oral, written, graphic, machine recognizable, and/or sample form, or (ii) obtained by examination, testing or analysis of any products,
hartlware, software, tlocumentation, or any component part thereof providetl by Motorola Solutions to Customer.
Customer is not obligated to maintain as confidential, Confitlential information that Customer can tlemonstrate to Motorola Solutions' satisfaction (i)
is now available or becomes available to the public through no fault of Customer; (ii) is explicitly approvetl 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 intlependently tlevelopetl by Customer or any of its Affiliatetl Companies without the use of any
of Motorola Solutions' Confitlential Information or any breach of this Agreement. Affiliated Company means any company which is, now or tluring
the term of this Agreement, a wholly-ownetl subsitliary of a Party or any of its wholly-owned subsitliaries, the parent company of a Party, or a
wholly-owned subsitliary of the parent company.
If Customer is required to disclose Confidential Information pursuant to applicable law, statute, or regulation, or court order, the Customer will give to
Motorola Solutions, Inc. Proof of Concept Agreement v.09182019
Motorola Solutions prompt written notice of the request and a reasonable opportunity to object to such disclosure and seek a protective order or
appropriate remedy. If, in the absence of a protective order, Customer determines, upon the advice of counsel, that it is required to disclose such
information, it may tlisclose only Confidential Information specifically requiretl and only to the extent compelled to do so.
During the term of this Agreement and for a periotl of 5 year(s) from the expiration or termination of this Agreement, Customer will (i) not tlisclose
Confitlential Information to any thirtl party; (ii) restrict tlisclosure of Confitlential Information to only those employees, agents or consultants who must
be directly involved with the Confidential Information for the Evaluation and who are bound by confidentiality terms substantially similar to those in
this Agreement; (iii) not reverse engineer, decompile or disassemble any Confidential Information; (iv) use the same degree of care as for its own
information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (v) promptly notify
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 unauthorizetl actions or other breach of this Agreement; and (vi) only use the
Confitlential Information in connection with the Evaluation.
All Confitlential Information remains the property of Motorola Solutions antl 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
product 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 installetl at a Customer location, the Solution will only be installetl antl/or evaluated at the Customer site
itlentified in the documents provided by Motorola for the Evaluation. The Equipment used for the Services will only be locatetl 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. Under 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 installetl 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) days
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 Concept Agreement 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 and/or operation of the Equipment, or (iv) damage caused by the Software or Equipment due directly or
indirectly to causes beyond the control of Motorola Solutions, including, but not limited to acts of God, 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 contlitions, strikes, freight embargoes, inability to obtain materials or services, commotion, war, unusually severe weather
conditions or tlefault of subcontractors whether or not tlue to any such causes; (v) maintenance antl storage of data; (vi) tlisclosure of or failure
to protect personally identifiable 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, amendment or modification of any provision hereof or of any right or remedy hereunder will be effective unless made in
writing and signed by the Party against whom such waiver, amendment or modification is sought to be enforced. No failure by any Party to exercise,
antl no delay by any Party in exercising, any right, power or remedy with respect to the obligations securetl hereby will operate as a waiver of any
such right, power or remedy.
Indemnification. Customer is, will be antl remain the controller of the data containetl in the Equipment for purposes of all applicable laws relating to
tlata privacy, transborder data flow and tlata protection.
Regulatory Requirements. Customer is solely responsible for complying with any and all statutory or regulatory requirements associated with use
of the Solution, including requirements triggeretl by voice antl tlata transmission. Any changes to the tlesign, installation, support, or other obligations
required to achieve regulatory compliance, inclutling 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 hereunder 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 declaretl by a court of competent jurisdiction 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) tlays 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 validity, enforceability and admissibility. In atldition, an
electronic signature, a true and correct facsimile copy or computer image of this Agreement will be treated as and 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
excluding the Convention on Contracts for the International Sale of Goods. Jurisdiction 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 Concept Agreement 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 tlisclosure untler 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 tleleted from the Agreement and shall have no force or effect.
In the event there is a request for information marked Confidential 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
tlecided by Customer, but by the Office of the Attorney General of the State of Texas or by a court of competent juristliction.
Notices. All notices hereunder shall be in writing and shall be delivered in person by a nationally recognized courier, providing proof of
service, or sent by registered or certified 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 understanding of the Parties with respect to the subject matter hereof. This Agreement may be
executed in multiple counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document. The
Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile copy or computer image, such
as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic
signature, a true 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 executed this Agreement as of the Effective Date.
MOTOROLA SOLUTIONS, INC.
By: ' �
CUSTOMER
s�1:�.�� , ,.�u�i�ar
Name Typed: S. Brad Rice
Title: Area Sales Manager
Date: �une 03, 2021
Name Typed:
Assistant City Manager
Title:
Date: � u n 29, 2021
Motorola Solutions, Inc. Proof of Concept Agreement v.09182019
[Executed effective as of the date signed by the Assistant City Manager below.] / ACCEPTED
AND AGREED:]
City:
By:
Name
Title:
Date:
VGi���/G� GUG�I�ZI�IGI�OGI
Valerie Washington (Jun 29, 2 11326 CDT)
Valerie Washington
Assistant City Manager
J u n 29, 2021
CITY OF FORT WORTH 1NTERNAL ROUTING PROCESS:
Approval Recommended:
�� �--�
By:
Name: Kevin Gunn
Title: Director, IT Solutions
Approved as to Form and Legality
� �•N-�
By:
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
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.
,
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� _ _,�_ �_ �.,,_ - -
By: --- -
Name: Alan Girton
Title: Sr. IT Solutions Manager
City Secretary:
By: ��/������
Name: Mary Kayser
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX