HomeMy WebLinkAboutContract 50054-A4CSC No. 50054-A4
AMENDMENT NO. 4
TO
CITY OF FORT WORTH CONTRACT 50054
This Fourth Amendment is entered into by and between the City of Fort Worth (hereafter
'Buyer"), a home rule municipality, with its principal place of business at 200 Texas Street, Fort Worth,
Texas, and Motorola Solutions, Inc. ("Vendor"), Buyer and Vendor may be referred to individually as a
Party and collectively as the Parties.
WHEREAS, on December 18, 2017, the Parties entered into City Secretary Contract 50054 to
provide Communication System and related services ("Agreement/Contract");
WHEREAS, the Parties wish to amend the Agreement to, add the attached Subscription services
as set forth in Exhibit A-1 and Exhibit B-1 at no cost to the City.
NOW, THEREFORE, the Parties, acting herein by and through their duly authorized
representatives, enter into the following agreement:
1.
AMENDMENTS
The Agreement is hereby amended to add the attached Subscription services as set forth in
Exhibit A-1 and Exhibit B-1 at no cost to the City.
2.
ALL OTHER TERMS SHALL REMAIN THE SAME
All other provisions of the Agreement which are not expressly amended herein shall remain in
full force and effect.
3.
ELECTRONIC SIGNATURE
This Amendment may be executed in multiple counterparts, each of which shall be an
original and all of which shall constitute one and the same instrument. A facsimile copy or
computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same
effect as anoriginal.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Fourth Amendment to Fort Worth City Secretary Contract No. 50054 Page 1 of 15
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
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By: Valerie Washington (Jan 13, 202316:11 CST)
Name: Valerie Washington
Title: Assistant City Manager
Date: Jan 13, 2023
APPROVAL RECOMMENDED:
to
Name: Kevin Gunn
Title: Director, IT Solutions Department
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TAnnol'ly S. Goodall
By: Jannette S. Goodall (Jan 17, 2023 07:16 CST)
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Motorola Solutions,
In/jc.
By: 1U �JC P
Name: Brad Rice
Title: Area Sales Manager
Date: December 15, 2022
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: Lawrence Crockett (Jan 5, 202310:06 CST)
Name: Lawrence Crockett
Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 22-0496
Approved: 06/28/2022
1295:2022-867694
ATTEST:
In
Name: Casey C. Moore
Title: Sr. Account Manager
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Fourth Amendment to Fort Worth City Secretary Contract No. 50054 Page 2 of 15
Exhibit A-1
Subscription Services Addendum
This Subscription Services Addendum to the Communications System and Services Agreement or other
previously executed and currently in force agreement, as applicable ("Primary Agreement") 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 Primary Agreement
("Customer") ("SSA"). Capitalized terms used in this SSA, but not defined herein, will have the meanings
set forth in the Primary Agreement.
1. Addendum.
1.1. Scope. This SSA governs Customer's purchase of Subscription Services (and, if set forth in an
Ordering Document, related Services) from Motorola and provides additional and/or different terms and
conditions that govern the sale of Subscription Services. This SSA will be subject to, and governed by, the
terms of the Primary Agreement. To the extent there is a conflict or inconsistency between the terms and
conditions of the SSA and an associated Ordering Document, the terms and conditions of the Ordering
Document will take precedence over the SSA. Additional Subscription Services -specific Addenda or other
terms and conditions may apply to certain Subscription Services, where such terms are provided or
presented to Customer.
1.2. Definitions. Capitalized terms used in this SSA shall have the following meanings:
1.2. 1. "Authorized Users" shall mean Customer's employees, full-time contractors engaged for the
purpose of supporting the Subscription 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.
1.2.2."Customer Contact Data" shall mean data Motorola collects from Customer, its Authorized Users,
and their end users for business contact purposes.
1.2.3."Customer Data" shall mean data, information, and content, including images, text, videos,
documents, audio, telemetry 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 Subscription 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;
1.2.4."Customer-Provided Equipment" shall mean certain components, including equipment and
software, not provided by Motorola that may be required for use of the Subscription Services.
1.2.5."Documentation" shall mean documentation for the Subscription Services, Motorola Software, 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.
1.2.6."Equipment" shall mean hardware provided by Motorola.
Fourth Amendment to Fort Worth City Secretary Contract No. 50054 Page 3 of 15
1.2.7."Feedback" shall mean 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.
1.2.8."Fees" shall mean fees and charges applicable to the Subscription Services and set forth in an
Ordering Document.
1.2.9."Motorola Data" shall mean data owned or licensed by Motorola;
1.2.10. "Ordering Documents" shall mean statements of work, technical specifications, and other
ordering documents setting forth the Subscription Services to be purchased by Customer and
provided by Motorola.
1.2.11. "Process" or "Processing" shall mean 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.
1.2.12. "Service Use Data" shall mean data generated by Customer's use of the Subscription Services or
by Motorola's support of the Subscription Services, including personal information, location,
monitoring and recording activity, product performance and error information, activity logs and date
and time of use;
1.2.13. "Subscription Services" shall mean hosted software -as -a -service provided to Customer, and other
software which is either preinstalled on Equipment or installed on Customer -Provided Equipment
and licensed to Customer by Motorola on a subscription basis.
1.2.14. "Subscription Software" shall mean software which is either preinstalled on Equipment or
installed on Customer -Provided Equipment and licensed to Customer by Motorola on a subscription
basis associated with the Subscription Services.
1.2.15. "Third -Party Data" shall mean information obtained by Motorola from publicly available sources
or its third party content providers and made available to Customer through the Subscription Services.
2. Delivery of Subscription Services.
2.1. Delivery. During the applicable Subscription Term (as defined below), Motorola will provide to
Customer the Subscription Services set forth in an Ordering Document, in accordance with the terms of this
SSA. 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 Services or upon Motorola otherwise providing access to the Subscription Services. If agreed
upon in an Ordering Document, Motorola will also provide Services related to such Subscription Services.
2.2. Modifications. Motorola may modify the Subscription Services, 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 Services may be updated to reflect such
modifications. For clarity, new features or enhancements that are added to any Subscription Services may
be subject to additional Fees.
2.3. User Credentials. If applicable, Motorola will provide Customer with administrative user
credentials for the Subscription Services, and Customer will ensure such administrative user credentials are
Fourth Amendment to Fort Worth City Secretary Contract No. 50054 Page 4 of 15
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 Services through such user credential
(including through any administrative user credentials), including any changes made to the Subscription
Services 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 Services 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 provided herein.
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.
2.5. Equipment Title. Unless Customer is purchasing equipment pursuant to the terms in the Primary
Agreement and unless stated differently in this SSA or in the Ordering Documents, title to any Equipment
provided to Customer in connection with the Subscription Services remains vested in Motorola at all times.
Any sale of equipment pursuant to this SSA will be governed by the terms and conditions set forth in the
Primary Agreement.
3. Subscription Software License, Restrictions, and Obligations.
3.1. Subscription Software License. Subject to Customer's and its Authorized Users' compliance with
this SSA, 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 Services 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 this SSA, 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 in connection
with their use of the Subscription Services. Customer will not, and will not allow others including the
Authorized Users, to make the Subscription Software and Subscription Services 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 Subscription Services 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 or Subscription Services with other
Fourth Amendment to Fort Worth City Secretary Contract No. 50054 Page 5 of 15
software; copy, reproduce, distribute, lend, or lease the Subscription Software, Subscription Services or
Documentation for or to any third parry; take any action that would cause the Subscription Software,
software used to provide the Subscription Services, or Documentation to be placed in the public domain;
use the Subscription Software or Subscription Services to compete with Motorola; remove, alter, or obscure,
any copyright or other notice; share user credentials (including among Authorized Users); use the
Subscription Software or Subscription Services to store or transmit malicious code; or attempt to gain
unauthorized access to the Subscription Software, Subscription Services or its related systems or networks.
3.4. 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 Subscription Services under this SSA, 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 Subscription Services under this SSA, and
Customer acknowledges that any such events may cause a change in the Fees or performance schedule
under the applicable Ordering Document.
3.5. 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 Subscription Services. If Customer accesses, uses, or
integrates any Non -Motorola Content with the Subscription 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 Subscription Services. Customer will also obtain the necessary rights for
Motorola to use such Non -Motorola Content in connection with providing the Subscription Services,
including the right for Motorola to access, store, and process such Non -Motorola Content, and to otherwise
enable interoperation with the Subscription 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 Subscription 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 Subscription 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 Subscription Services). If Customer receives notice that
any Non -Motorola Content must be removed, modified, or disabled within the Subscription 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 Subscription
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 14.3 — Intellectual Property Infringement of the
Primary Agreement.
4. Term.
4.1. Subscription Terms. The duration of Customer's subscription to the Subscription Services and any
associated recurring Services ordered under this SSA (or the first Subscription Services or recurring
Service, if multiple are ordered at once) will commence upon delivery of such Subscription Services (and
recurring Services, if applicable) and will continue for a twelve (12) month period or such longer period
Fourth Amendment to Fort Worth City Secretary Contract No. 50054 Page 6 of 15
identified in an Ordering Document (the "Initial Subscription Period"). Following the Initial Subscription
Period, Customer's subscription to the Subscription Services and any recurring Services will automatically
renew for additional twelve (12) month periods (each, a "Renewal Subscription Year"), unless either
Party notifies the other Parry 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 or subsequent Subscription Services
or recurring Services under this SSA during an in -process Subscription Term, the subscription for each such
additional or subsequent Subscription Services or recurring Service will (a) commence upon delivery of
such Subscription Services 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 Services 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 Primary Agreement, if this SSA is attached to the Primary Agreement as of such Effective Date, or
(b) the SSA Date set forth on the signature page below, if this SSA is executed after the Primary Agreement
Effective Date, and will continue until the expiration or termination of all Subscription Terms under this
SSA, unless this SSA or the Primary Agreement is earlier terminated in accordance with the terms of the
Primary Agreement.
4.3. Termination. Notwithstanding the termination provisions of the Primary Agreement, Motorola may
terminate this SSA (or any Addendum or Ordering Documents hereunder), or suspend delivery of
Subscription Services 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 Services terms of service, Subscription Software license scope, or other terms set forth in an
Addendum or Ordering Document, or (b) it determines that Customer's use of the Subscription Services
poses, or may pose, a security or other risk or adverse impact to any Subscription Services, 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 Services and Documentation, and that Customer's breach of this SSA will result in
irreparable harm to Motorola for which monetary damages would be inadequate. If Customer breaches this
SSA, in addition to termination, Motorola will be entitled to all available remedies at law or in equity
(including immediate injunctive relief).
4.4. Return of Discount. If Customer is afforded a discount in exchange for a term commitment longer
than one-year, early termination by Customer will result in an early termination fee, representing a return
of the discount off of list price.
4.5. Cancellation Fee. If a minimum Initial Subscription Period applies and Customer terminates prior
to the end of the minimum Initial Subscription Period, Customer will be required to pay a cancellation fee
of up to fifty percent (50%) of the remaining balance of subscription fees for the minimum Initial
Subscription Period.
4.6. No Refund. If a subscription is terminated for any reason prior to the end of the Subscription Term,
other subscription period set forth in the Ordering Documents, or otherwise agreed to in writing by the
Parties, no refund or credit will be provided.
Fourth Amendment to Fort Worth City Secretary Contract No. 50054 Page 7 of 15
4.7. Suspension of Services. Motorola may terminate or suspend any Subscription Services or Services
under an Ordering Document if Motorola determines: (a) the related Subscription Software license has
expired or has terminated for any reason; (b) the applicable Subscription Services 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.
4.8. Wind Down of Subscription Services. In addition to the termination rights in the Primary
Agreement, 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 Services or Services to customers.
4.9. Effect of Termination or Expiration. Upon termination for any reason or expiration of the Primary
Agreement, this SSA, 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. If Customer has any
outstanding payment obligations under this SSA, 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 Subscription Services already delivered. Customer has a duty
to mitigate any damages under this SSA, including in the event of default by Motorola and Customer's
termination of this SSA.
5. Payment.
5.1. Payment. Unless otherwise provided in an Ordering Document (and notwithstanding the provisions
of the Primary Agreement), Customer will prepay an annual subscription Fee set forth in an Ordering
Document for each Subscription Services 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 Services 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 Services and any recurring Services if Customer fails to make any payments when
due.
5.2. No Price Guarantee. Notwithstanding any language to the contrary, the pricing and Fees associated
with this SSA will not be subject to any most favored pricing commitment or other similar low price
guarantees.
5.3. 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 Subscription Services for personal property tax purposes, and Motorola will
be solely responsible for reporting taxes on its income and net worth.
5.4. 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 the Subscription Services.
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5.5. License True -Up. Motorola will have the right to conduct an audit of total user licenses credentialed
by Customer for any Subscription Services during a Subscription Term, and Customer will cooperate with
such audit. If Motorola determines that Customer's usage of the Subscription Services 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 Primary Agreement.
6. Liability.
6.1. ADDITIONAL EXCLUSIONS. THE SUBSCRIPTION SERVICES ARE PROVIDED "AS -IS".
IN ADDITION TO THE EXCLUSIONS FROM DAMAGES SET FORTH IN THE PRIMARY
AGREEMENT, AND NOTWITHSTANDING ANY PROVISION OF PRIMARY 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; (E) BETA SERVICES; (F) CUSTOMER DATA, INCLUDING ITS TRANSMISSION TO
MOTOROLA, OR ANY OTHER DATA AVAILABLE THROUGH THE SUBSCRIPTION SERVICES;
(G) CUSTOMER -PROVIDED EQUIPMENT, NON-MOTOROLA CONTENT, THE SITES, OR THIRD -
PARTY EQUIPMENT, HARDWARE, SOFTWARE, DATA, OR OTHER THIRD -PARTY
MATERIALS, OR THE COMBINATION OF SUBSCRIPTION SERVICES WITH ANY OF THE
FOREGOING; (H) LOSS OF DATA OR HACKING; (I) MODIFICATION OF SUBSCRIPTION
SERVICES BY ANY PERSON OTHER THAN MOTOROLA; (J) RECOMMENDATIONS PROVIDED
IN CONNECTION WITH THE SUBSCRIPTION SERVICES; (K) DATA RECOVERY SERVICES OR
DATABASE MODIFICATIONS; OR (L) CUSTOMER'S OR ANY AUTHORIZED USER'S BREACH
OF THIS SSA OR MISUSE OF THE SUBSCRIPTION 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 Primary Agreement 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. Proprietary Rights; Data; Feedback.
7.1. 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 Subscription 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 Ordering Document or under the Primary Agreement, 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 SSA does not grant to Customer any shared
Fourth Amendment to Fort Worth City Secretary Contract No. 50054 Page 9 of 15
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 Subscription Services or other
Motorola Materials, or permit any third party to do so.
7.2. 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 SSA including the right to Process and use the Customer Data as set forth in
Section 7.3 — 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 7.3.3 —
Sub -processors.
7.3. Processing Customer Data.
7.3.1.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 Subscription Services under this SSA, (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 SSA, 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.
7.3.2.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 the Subscription Services), and Motorola's use of such Customer Data in accordance
with this SSA, 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 this SSA.
7.3.3. 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 SSA. 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.
7.4. Data Retention and Deletion. Except for anonymized Customer Data, as described above, or as
otherwise provided under this SSA, Motorola will delete all Customer Data following termination or
expiration of this SSA, 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 17.7
Fourth Amendment to Fort Worth City Secretary Contract No. 50054 Page 10 of 15
— Notices of the Primary Agreement. 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.
7.5. 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.
7.6. Third -Party Data and Motorola Data. Motorola Data and Third -Party Data may be available to
Customer through the Subscription 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 an Ordering Document or Subscription Services -specific 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 SSA. 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 this SSA, 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 this SSA to the contrary, Motorola will
have no liability for Third -Party Data or Motorola Data available through the Subscription Services.
Motorola and its Third -Party Data providers reserve all rights in and to Motorola Data and Third -Party Data
not expressly granted in an Addendum or Ordering Document.
7.7. 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.
7.8. Improvements; Products and Services. The Parties agree that, notwithstanding any provision of this
SSA or Primary Agreement to the contrary, all fixes, modifications and improvements to the Subscription
Services 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.
Fourth Amendment to Fort Worth City Secretary Contract No. 50054 Page 11 of 15
7.9. 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. hi instances where Motorola
is acting as a joint controller with Customer, the Parties will enter into a separate Addendum to the Primary
Agreement to allocate the respective roles as joint controllers.
8. Security.
8.1. Industry Standard. Motorola will maintain industry standard security measures to protect the
Subscription Services from intrusion, breach, or corruption. During the term of this SSA, if the Subscription
Services enables access to Criminal Justice Information ("CJI"), as defined by the Criminal Justice
Information Services Security Policy ("CJIS"), Motorola will provide and comply with a CJIS Security
Addendum. Any additional security measure desired by Customer may be available for an additional fee.
8.2. Background checks. Motorola will require its personnel that access CJI to submit to a background
check based on submission of FBI fingerprint cards.
8.3. Customer Security Measures. Customer is independently responsible for establishing and
maintaining its own policies and procedures and for ensuring compliance with CJIS and other security
requirements that are outside the scope of the Subscription Services provided. Customer must establish and
ensure compliance with access control policies and procedures, including password security measures.
Further, Customer must maintain industry standard security measures. Motorola disclaims any
responsibility or liability whatsoever for the security or preservation of Customer Data or Customer Contact
Data once accessed or viewed by Customer or its representatives. Motorola further disclaims any
responsibility or liability whatsoever that relates to or arise from Customer's failure to maintain industry
standard security measures and controls, including but not limited to lost or stolen passwords. Motorola
reserves the right to terminate the Subscription Services if Customer's failure to maintain or comply with
industry standard security and control measures negatively impacts the Subscription Services or Motorola's
own security measures.
8.4. Breach Response Plan. Both parties will maintain and follow a breach response plan consistent
with the standards of their respective industries.
9. General Provisions.
9.1. Third -Party Beneficiaries. This SSA is entered into solely between, and may be enforced only by,
the Parties. Each Party intends that this SSA 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
SSA.
9.2. Cumulative Remedies. Except as specifically stated in this SSA, all remedies provided for in this
SSA 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 SSA, the election by a Party
of any remedy provided for in this SSA 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.
9.3. Audit; Monitoring. Motorola will have the right to monitor and audit use of the Subscription
Services, 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
Fourth Amendment to Fort Worth City Secretary Contract No. 50054 Page 12 of 15
individual end users, and will cooperate with Motorola in any monitoring or audit. Customer will maintain
during the Subscription Term, and for two (2) years thereafter, accurate records relating to any software
licenses granted under this SSA to verify compliance with this SSA. 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 this SSA,
in which case Customer will be responsible for such expenses and costs.
9.4. 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 7 —
Proprietary Rights; Data, Feedback, Section 8 — General Provisions, and where the context of any
section indicates an intent that such section shall survive the term of this SSA, then such section shall
survive.
Fourth Amendment to Fort Worth City Secretary Contract No. 50054 Page 13 of 15
Exhibit B-1
Subscription Services Addendum
Exhibit A: FirstNet and AT&T Service Terms
Public Safety Entity ("Customer") Responsibilities for access to and use of "First Net" Service as
provided by AT&T
General. The Customer is responsible for complying with AT&T Acceptable Use Policy found at
att.com/aup and applicable AT&T Service Guides found at att.com/servicepublications.
Privacy. The Customer is responsible for complying with all applicable privacy laws. The Customer is
responsible for obtaining consent from and giving notice to its Users regarding Motorola's and AT&T's
collection and use of User information in connection with a Service. The Customer will only make
accessible or provide Personal Data to Motorola and AT&T when it has the legal authority to do so.
User Eligibility. The Customer shall verify, or assist Motorola and AT&T in verifying, as stated below,
the eligibility of its Users to use the Service. The Customer is required to verify and confirm that its Users
are authorized and eligible to use Service. The Customer must perform periodic audits on a regular, but
not less than once per year, basis to identify any individuals who are no longer eligible for Service. The
Customer must produce such information as may be requested through AT&T by the FirstNet Authority
and the United States Government to verify eligibility of its users.
Limitations on the Service. THE CUSTOMER ACKNOWLEDGES THAT SERVICE IS MADE
AVAILABLE ONLY WITHIN THE OPERATING RANGE OF THE NETWORKS. SERVICE MAY BE
TEMPORARILY REFUSED, INTERRUPTED, OR LIMITED BECAUSE OF: (A) FACILITIES
LIMITATIONS; (B) TRANSMISSION LIMITATIONS CAUSED BY ATMOSPHERIC, TERRAIN,
OTHER NATURAL OR ARTIFICIAL CONDITIONS ADVERSELY AFFECTING TRANSMISSION,
WEAK BATTERIES, SYSTEM OVERCAPACITY, MOVEMENT OUTSIDE A SERVICE AREA OR
GAPS IN COVERAGE IN A SERVICE AREA AND OTHER CAUSES REASONABLY OUTSIDE OF
MOTOROLA OR AT&T'S CONTROL SUCH AS, BUT NOT LIMITED TO, INTENTIONAL OR
NEGLIGENT ACTS OF THIRD PARTIES THAT DAMAGE OR IMPAIR THE NETWORK OR
DISRUPT SERVICE; OR (C) EQUIPMENT MODIFICATIONS, UPGRADES, RELOCATIONS,
REPAIRS, AND OTHER SIMILAR ACTIVITIES NECESSARY FOR THE PROPER OR IMPROVED
OPERATION OF SERVICE.
Limitations on Service of Carrier Partners. CARRIER PARTNER NETWORKS ARE MADE
AVAILABLE AS -IS AND MOTOROLA AND AT&T MAKES NO WARRANTIES OR
REPRESENTATIONS AS TO THE AVAILABILITY OR QUALITY OF ROAMING SERVICE
PROVIDED BY CARRIER PARTNERS, AND MOTOROLA AND AT&T WILL NOT BE LIABLE IN
ANY CAPACITY FOR ANY ERRORS, OUTAGES, OR FAILURES OF CARRIER PARTNER
NETWORKS. ROAMING ON CARRIER PARTNER NETWORKS OUTSIDE THE FIRSTNET
SERVICE AREA (IF ANY) SHALL BE AVAILABLE AS DESCRIBIED IN THE SERVICE GUIDE.
User Disclosures. THE CUSTOMER UNDERSTANDS AND AGREES THAT IT: (1) HAS NO
CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING WIRELESS SERVICE CARRIER; (2)
IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN [CUSTOMER] AND
THE UNDERLYING CARRIER; (3) THAT THE UNDERLYING CARRIER HAS NO LIABILITY OF
ANY KIND TO [USER], WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE,
STRICT LIABILITY IN TORT OR OTHERWISE; AND (4) THAT DATA TRANSMISSIONS AND
MESSAGES MAY BE DELAYED, DELETED OR NOT DELIVERED, AND 911 OR SIMILAR
Fourth Amendment to Fort Worth City Secretary Contract No. 50054 Page 14 of 15
EMERGENCY CALLS MAY NOT BE COMPLETED
Medical Devices (FDA and HIPAA Responsibilities). The Customer shall be responsible for FDA
compliance as a "distributor" of the Device to its users. Except as necessary to provide the Service to the
Customer, The Customer shall not convey any protected health information ("PHI") to AT&T, as that term
is defined in the Health Insurance Portability and Accountability Act ("HIPAA") and the Health
Information Technology for Economic and Clinical Health ("HITECH") Act regulations. Motorola and/or
AT&T shall not function as the Customer's business associate in rendering the Services; such Services will
be limited to providing conduit or mere data transmission services to the Customer in accordance with
guidance on the "conduit exception" under HIPAA. Each Party shall bear its own costs associated with
regulatory compliance.
Audits. Customer may be subject to occasional audits by AT&T or its agents to verify compliance with
this Exhibit A.
Fourth Amendment to Fort Worth City Secretary Contract No. 50054 Page 15 of 15