HomeMy WebLinkAbout2012-08-27-Meeting Agendawww.augustaga.gov
Public Safety Committee Meeting Commission Chamber- 8/27/2012- 12:45 PM
PUBLIC SAFETY
1. Motion to approve the award of a 2012 Emergency
Management Performance Grant (EMPG) for the Augusta EMA
Department in the amount of $60,165.00.
Attachments
2. Approve the establishment of Augusta 311 and the acquisition
of technology to support it.
Attachments
3. Motion to approve the minutes of the Public Safety Committee
held on August 13, 2012.
Attachments
Public Safety Committee Meeting
8/27/2012 12:45 PM
2012 Emergency Management Performance Grant
Department:EMA
Caption:Motion to approve the award of a 2012 Emergency Management
Performance Grant (EMPG) for the Augusta EMA Department in
the amount of $60,165.00.
Background:The purpose of this grant program is to provide assistance to state,
local, tribal and territorial governments in preparing for all
hazards as authorized by the Robert T. Stafford Disaster Relief
and Emergency Assistance Act (42 U.S.C 5121 et seq.) Title VI of
the Stafford Act authorizes FEMA to make grants for the purpose
of providing a system of emergency preparedness for the
protection of life and property in the United States from hazards
and to vest responsibility for emergency preparedness jointly in
the federal and the states and their political subdivisions. The
federal, through the EMPG, provides necessary direction,
coordination, guidance, and provides necessary assistance, as, in
this title so that a comprehensive emergency preparedness system
exists for all hazards.
Analysis:This grant will help fund the Augusta EMA Department. They are
permitted to use these funds for salaries and/or equipment.
Financial Impact:The EMA budget is very small in comparisson to most other
public safety departments. The approved budget for 2012
including salaries and benefits is $210,010. This grant would add
$60,165 to off set the costs of operations.
Alternatives:Currently there are no available alternatives to supplement the
Augusta EMA budget.
Recommendation:To apply and accept the 2012 Emergency Management
Performance Grant (EMPG).
Funds are Available
in the Following The award is for $60,165 with matching funds of $60,165.
Matching funds will come from in kind match and the EMA
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Accounts:budget. Funds are available in account #10139210.
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
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Public Safety Committee Meeting
8/27/2012 12:45 PM
Augusta 311 and Motorola Project Approval
Department:Information Technology
Caption:Approve the establishment of Augusta 311 and the acquisition of
technology to support it.
Background:311 is the officially-recognized phone number that citizens can
use to call governments in order to report non-emergency events
or issues. Augusta currently does not have an official customer
service function that is authorized to use 311, but the city recently
has obtained permission from the Public Safety Commission
(PSC) to implement 311 as our official number for citizens to call.
Many governments have implemented 311 with great success
because it provides citizens with a “one stop shop” for
communicating with the government. Augusta’s vision for 311 is
that it will provide the community with the means to communicate
non-emergency issues and problems through several methods,
such as landline phones, cell phones, the internet, social media,
mobile apps, text messaging, etc.
Analysis:Augusta 311 will need certain key components in order to be
successful: 1) people; 2) technology; 3) procedures. People:
Augusta 311 will be the new incarnation of the current “Augusta
Cares” function for the city, providing a one-stop-shop for citizen-
oriented customer service. Staff members will be obtained from
the existing Augusta Cares office, Utilities Department,
Environmental Services Department, and Engineering. Augusta
311 will be managed by a Call Center Manager, and it will report
to the Administrator’s Office. Since 311 expands and enhances
our ability to meet customer needs beyond that which is currently
provided by Augusta Cares, there will be intense and purposeful
training for these positions so that the department begins
immediately with a Customer-First mentality. Technology:
Augusta has released an RFP, evaluated vendors, and selected
Motorola PremierOne CSR software as the Customer Relationship
Management (CRM) platform for August 311. This selection was
made by a team composed of personnel from multiple departments
that will be key users of the system. This system will be integrated
with “departmental” work order and asset management systems to
facilitate smooth operations while minimizing duplication of
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effort. The PremierOne system includes multiple means to
communicate with customers and provides for mobile applications
to be used by the citizens to report issues. The software is also
heavily influenced by Geographic Information Systems (GIS) and
will permit Augusta to leverage its existing investment in GIS
technology and data. Procedures: The Augusta 311 call center is
expected to respond to approximately 250,000 phone calls, text
messages, web inquiries, Facebook posts, etc. in the course of a
year. There will be procedures in place that will dictate how
certain calls are to be handled in order to ensure that the
customers’ needs are met by the most qualified personnel.
Augusta’s departments and elected officials will have input into
the call flows and problem-solving methods employed for their
functions. Augusta 311’s performance will be measured through
workload and customer satisfaction metrics such as: Total Calls
received; Call Closed by Call Center vs. those Referred to other
Departments; and Customer Satisfaction Rates. A marketing
campaign will need to be implemented prior to go-live that will
announce to the community that 311 is the new number for
citizens to call, reducing workload in traditional customer-facing
departments and permitting them to focus on the “work” that they
should be doing. The system is expected to be live for citizen use
March 1, 2013.
Financial Impact:The estimated technology cost of this project will not exceed
$477,000, which consists of the cost of the desktop equipment,
phones, licenses, etc. for the 311 center, the Motorola PremierOne
CSR System, interfaces for Motorola to other city business
systems, hardware, training, and implementation support.
Alternatives:N/A
Recommendation:Approve the establishment of Augusta 311 and the acquisition of
technology to support it.
Funds are Available
in the Following
Accounts:
The capital expenditure for this project will be funded through a
mixture of SPLOST Phase V Fund Balance ($150,000), IT
SPLOST VI ($175,000), Environmental Services Capital
($100,000), and the remainder from IT Capital and Operating
Funds.
REVIEWED AND APPROVED BY:
Procurement.
Information Technology.
Finance.
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Law.
Administrator.
Clerk of Commission
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Maintenance and Support Agreement
Motorola Solutions, Inc., a Delaware corporation, (“Motorola” or “Seller”) having a place of business at
1301 E. Algonquin Road, Schaumburg, Illinois 60196 and Augusta, Georgia, a political subdivision of the
State of Georgia (“Customer”), with its place of business at 530 Greene Street, Augusta, GA U.S.A.
30901, enter into this Maintenance and Support Agreement (“Agreement”), pursuant to which Customer
will purchase and Motorola will sell the maintenance and support services as described below and in the
attached exhibits. Motorola and Customer may be referred to individually as “party” and collectively as
“parties.”
For good and valuable consideration, the parties agree as follows.
Section 1 EXHIBITS
The Exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this
Agreement and resolving any ambiguities, the main body of this Agreement will take precedence over the
Exhibits and any inconsistency between the Exhibits will be resolved in the order in which they are listed
below.
Exhibit A “Description of Covered Products”
Exhibit B “Support Plan”
Exhibit C “Support Plan Options and Pricing Worksheet”
Section 2 DEFINITIONS
“AHMS” means Motorola’s Administrative Hearing Management System
“CSR” and “PremierOne CSR” means Motorola’s Customer Service Request System
“Equipment” means the physical hardware purchased by Customer from Motorola pursuant to a separate
System Agreement, Products Agreement, or other form of agreement.
“Motorola” means Motorola Solutions, Inc., a Delaware corporation.
“Motorola Software” means Software that Motorola owns. The term includes Product Releases, Standard
Releases, and Supplemental Releases.
“Non-Motorola Software” means Software that a party other than Motorola owns.
“Optional Technical Support Services” means fee-based technical support services that are not covered
as part of the standard Technical Support Services.
“Patch” means a specific change to the Software that does not require a Release.
“Principal Period of Maintenance” or ”PPM” means the specified days, and times during the days, that
maintenance and support services will be provided under this Agreement. The PPM selected by
Customer is indicated in the Support Plan Options and Pricing Worksheet.
“Products” means the Equipment (if applicable as indicated in the Description of Covered Products) and
Software provided by Motorola.
“Releases” means an Update or Upgrade to the Motorola Software and are characterized as
“Supplemental Releases,” “Standard Releases,” or “Product Releases.” A “Supplemental Release” is
defined as a minor release of Motorola Software that contains primarily error corrections to an existing
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Standard Release and may contain limited improvements that do not affect the overall structure of the
Motorola Software. Depending on Customer’s specific configuration, a Supplemental Release might not
be applicable. Supplemental Releases are identified by the third digit of the three-digit release number,
shown here as underlined: “1.2.3”. A “Standard Release” is defined as a major release of Motorola
Software that contains product enhancements and improvements, such as new databases, modifications
to databases, or new servers. A Standard Release may involve file and database conversions, System
configuration changes, hardware changes, additional training, on-site installation, and System downtime.
Standard Releases are identified by the second digit of the three-digit release number, shown here as
underlined: “1.2.3”. A “Product Release” is defined as a major release of Motorola Software considered
to be the next generation of an existing product or a new product offering. Product Releases are
identified by the first digit of the three-digit release number, shown here as underlined: “1.2.3”. If a
question arises as to whether a Product offering is a Standard Release or a Product Release, Motorola’s
opinion will prevail, provided that Motorola treats the Product offering as a new Product or feature for its
end user customers generally
“Residual Error” means a software malfunction or a programming, coding, or syntax error that causes the
Software to fail to conform to the Specifications.
“Services” means those maintenance and support services described in the Support Plan and provided
under this Agreement.
“Software” means the Motorola Software and Non-Motorola Software that is furnished with the System or
Equipment.
“Specifications” means the design, form, functionality, or performance requirements described in
published descriptions of the Software, and if also applicable, in any modifications to the published
specifications as expressly agreed to in writing by the parties.
“Standard Business Day” means Monday through Friday, 8:00 a.m. to 5:00 p.m. local time, excluding
established Motorola holidays.
“Standard Business Hour” means a sixty (60) minute period of time within a Standard Business Day(s).
“Start Date” means the date upon which this Agreement begins. The Start Date is specified in the
Support Plan Options and Pricing Worksheet.
“System” means the Products and services provided by Motorola as a system as more fully described in
the Technical and Implementation Documents attached as exhibits to a System Agreement between
Customer and Seller (or Motorola).
“Technical Support Services” means the remote telephonic support provided by Motorola on a standard
and centralized basis concerning the Products, including diagnostic services and troubleshooting to assist
Customer in ascertaining the nature of a problem being experienced by the Customer.
“Update” means a Supplemental Release or a Standard Release.
“Upgrade” means a Product Release.
Section 3 SCOPE AND TERM OF SERVICES
3.1. In accordance with the provisions of this Agreement and in consideration of the payment by
Customer of the price for the Services, Motorola will provide to Customer the Services in
accordance with Customer’s selections as indicated in the Support Plan Options and Pricing
Worksheet, and such Services will apply only to the Products described in the Description of
Covered Products.
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3.2. Unless the Support Plan Options and Pricing Worksheet expressly provides to the contrary, the
term of this Agreement is one (1) year, beginning on the Start Date. This annual maintenance
and support period will automatically renew upon the anniversary date for successive one (1)
year periods unless either party notifies the other of its intention to not renew the Agreement (in
whole or part) not less than thirty (30) days before the anniversary date or this Agreement is
terminated for default by a party.
3.3. This Agreement covers all copies of the specified Software listed in the Description of Covered
Products that are licensed by Motorola to Customer. If the price for Services is based upon a per
unit fee, such price will be calculated on the total number of units of the Software that are
licensed to Customer as of the beginning of the annual maintenance and support period. If,
during an annual maintenance and support period, Customer acquires additional units of the
Software that is covered by this Agreement, the price for maintenance and support services for
those additional units will be calculated and added to the total price either (1) if and when the
annual maintenance and support period is renewed or (2) immediately when Customer acquires
the additional units, as Motorola determines. Motorola may adjust the price of the maintenance
and support services effective as of a renewal if it provides to Customer notice of the price
adjustment at least forty-five (45) days before the expiration of the annual maintenance and
support period. If Customer notifies Motorola of its intention not to renew this Agreement as
permitted by Section 3.2 and later wishes to reinstate this Agreement, it may do so with
Motorola’s consent provided (a) Customer pays to Motorola the amount that it would have paid if
Customer had kept this Agreement current, (b) Customer ensures that all applicable Equipment is
in good operating conditions at the time of reinstatement, and (c) all copies of the specified
Software listed in the Description of Covered Products are covered.
3.4. When Motorola performs Services at the location of installed Products, Customer agrees to
provide to Motorola, at no charge, a non-hazardous environment for work with shelter, heat, light,
and power, and with full and free access to the covered Products. Customer will provide all
information pertaining to the hardware and software with which the Products are interfacing to
enable Motorola to perform its obligations under this Agreement.
3.5. All Customer requests for covered Services will be made initially with the call intake center
identified in the Support Plan Options and Pricing Worksheet.
3.6. Motorola will provide to Customer Technical Support Services and Releases as follows:
3.6.1. Motorola will provide Technical Support Services and correction of Residual Errors during
the PPM in accordance with the exhibits. The level of Technical Support depends upon
the Customer’s selection as indicated in the Support Plan Options and Pricing
Worksheet. Any Technical Support Services that are performed by Motorola outside the
contracted PPM and any Residual Error corrections that are outside the scope shall be
billed at the then current hourly rates. Technical Support Services will be to investigate
specifics about the functioning of covered Products to determine whether there is a
defect in the Product and will not be used in lieu of training on the covered Products.
3.6.2. Unless otherwise stated in paragraph 3.6.3 or if the Support Plan Options and
Pricing Worksheet expressly provides to the contrary, Motorola will provide to
Customer without additional license fees an available Supplemental or Standard
Release after receipt of a request from Customer, but Customer must pay for any
installation or other services and any necessary Equipment or third party
software provided by Motorola in connection with such Supplemental or Standard
Release. Any services will be performed in accordance with a mutually agreed
schedule.
3.6.3. Reserved
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3.6.4. Motorola will provide to Customer an available Product Release after receipt of a
request from Customer, but Customer must pay for all additional license fees,
any installation or other services, and any necessary Equipment provided by
Motorola in connection with such Product Release. Any services will be
performed in accordance with a mutually agreed schedule.
3.6.5. Motorola does not warrant that a Release will meet Customer’s particular
requirement, operate in the combinations that Customer will select for use, be
uninterrupted or error-free, be backward compatible, or that all errors will be
corrected. Full compatibility of a Release with the capabilities and functions of
earlier versions of the Software may not be technically feasible. If it is technically
feasible, services to integrate these capabilities and functions to the updated or
upgraded version of the Software may be purchased at Customer’s request on a
time and materials basis at Motorola’s then current rates for professional
services.
3.6.6. Except as provided in Section 3.6.7, Motorola’s responsibilities under this
Agreement to provide Technical Support Services shall be limited to the current
Standard Release plus the two (2) prior Standard Releases (collectively referred
to in this section as “Covered Standard Releases.”). Notwithstanding the
preceding sentence, Motorola will provide Technical Support Services for a
Severity Level 1 or 2 error concerning a Standard Release that precedes the
Covered Standard Releases unless such error has been corrected by a Covered
Standard Release (in which case Customer shall install the Standard Release
that fixes the reported error or terminate this Agreement as to the applicable
Software).
3.6.7. Motorola’s responsibilities under this Agreement to provide Technical Support
Services shall be limited to the current Standard Release concerning the
following Software: Customer Service Request, Case Management, Integration
Framework, and Integration Framework Express.
3.7. The maintenance and support Services described in this Agreement are the only
covered services. Unless Optional Technical Support Services are purchased,
these Services specifically exclude and Motorola shall not be responsible for:
3.7.1. Any service work required due to incorrect or faulty operational conditions,
including but not limited to Equipment not connected directly to an electric surge
protector, or not properly maintained in accordance with the manufacturer’s
guidelines.
3.7.2. The repair or replacement of Products or parts resulting from failure of the
Customer’s facilities, Customer’s personal property and/or devices connected to
the System (or interconnected to devices) whether or not installed by Motorola’s
representatives.
3.7.3. The repair or replacement of Equipment that has become defective or damaged
due to physical or chemical misuse or abuse, Customer’s negligence, or from
causes such as lightning, power surges, or liquids.
3.7.4. Any transmission medium, such as telephone lines, computer networks, or the
worldwide web, or for Equipment malfunction caused by such transmission
medium.
3.7.5. Accessories, custom or Special Products; modified units; or modified Software.
3.7.6. The repair or replacement of parts resulting from the tampering by persons
unauthorized by Motorola or the failure of the System due to extraordinary uses.
3.7.7. Operation and/or functionality of Customer’s personal property, equipment,
and/or peripherals and any application software not provided by Motorola.
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3.7.8. Services for any replacement of Products or parts directly related to the removal,
relocation, or reinstallation of the System or any System component.
3.7.9. Services to diagnose technical issues caused by the installation of unauthorized
components or misuse of the System.
3.7.10 Services to diagnose malfunctions or inoperability of the Software caused by
changes, additions, enhancements, or modifications in the Customer’s platform
or in the Software.
3.7.11 Services to correct errors found to be caused by Customer-supplied data,
machines, or operator failure.
3.7.12. Operational supplies, including but not limited to, printer paper, printer ribbons,
toner, photographic paper, magnetic tapes and any supplies in addition to that
delivered with the System; battery replacement for uninterruptible power supply
(UPS); office furniture including chairs or workstations.
3.7.13. Third-party software unless specifically listed on the Description of Covered
Products.
3.7.14. Support of any interface(s) beyond Motorola-provided port or cable, or any
services that are necessary because third party hardware, software or supplies
fail to conform to the specifications concerning the Products.
3.7.15. Services related to customer’s failure to back up its data or failure to use an UPS
system to protect against power interruptions.
3.7.16. Any design consultation such as, but not limited to, configuration analysis,
consultation with Customer’s third-party provider(s), and System analysis for
modifications or Upgrades or Updates which are not directly related to a Residual
Error report.
3.8. The Customer hereby agrees to:
3.8.1. Maintain any and all electrical and physical environments in accordance with the System
manufacturer’s specifications.
3.8.2. Provide standard industry precautions (e.g. back-up files) ensuring database security, per
Motorola’s recommended backup procedures.
3.8.3. Ensure System accessibility, which includes physical access to buildings as well as
remote electronic access. Remote access can be stipulated and scheduled with
customer; however, remote access is required and will not be substituted with on-site
visits if access is not allowed or available.
3.8.4. Appoint one or more qualified employees to perform System Administration duties,
including acting as a primary point of contact to Motorola’s Customer Support
organization for reporting and verifying problems, and performing System backup. At
least one member of the System Administrators group should have completed Motorola’s
End-User training and System Administrator training (if available). The combined skills of
this System Administrators group should include proficiency with: the Products, the
system platform upon which the Products operate, the operating system, database
administration, network capabilities such as backing up, updating, adding, and deleting
System and user information, and the client, server and stand alone personal computer
hardware. The System Administrator shall follow the Residual Error reporting process
described herein and make all reasonable efforts to duplicate and verify problems and
assign a Severity Level according to definitions provided herein. Customer agrees to use
reasonable efforts to ensure that all problems are reported and verified by the System
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Administrator before reporting them to Motorola. Customer shall assist Motorola in
determining that errors are not the product of the operation of an external system, data
links between system, or network administration issues. If a Severity Level 1 or 2
Residual Error occurs, any Customer representative may contact Motorola’s Customer
Support Center by telephone, but the System Administrator must follow up with
Motorola’s Customer Support as soon as practical thereafter.
3.9. In performing repairs under this Agreement, Motorola may use parts that are not newly
manufactured but which are warranted to be equivalent to new in performance. Parts replaced by
Motorola shall become Motorola’s property.
3.10 Customer shall permit and cooperate with Motorola so that Motorola may periodically conduct
audits of Customer’s records and operations pertinent to the Services, Products, and usage of
application and data base management software. If the results of any such audit indicate that
price has been understated, Motorola may correct the price and immediately invoice Customer for
the difference (as well as any unpaid but owing license fees).
3.11. If Customer replaces, upgrades, or modifies equipment, or replaces, upgrades, or modifies
hardware or software that interfaces with the covered Products, Motorola will have the right to
adjust the price for the Services to the appropriate current price for the new configuration.
3.12 Customer shall agree not to attempt or apply any update(s), alteration(s), or change(s) to the
database software without the prior approval of the Motorola.
Section 4. RIGHT TO SUBCONTRACT AND ASSIGN
Motorola may assign its rights and obligations under this Agreement and may subcontract any portion of
Motorola's performance called for by this Agreement.
Section 5. PRICING, PAYMENT AND TERMS
5.1 Prices in United States dollars are shown in the Support Plan Options and Pricing Worksheet.
Unless this exhibit expressly provides to the contrary, the price is payable annually in advance.
Motorola will provide to Customer an invoice, and Customer will make payments to Motorola
within twenty (20) days after the date of each invoice. During the term of this Agreement,
Customer will make payments when due in the form of a check, cashier’s check, or wire transfer
drawn on a United States financial institution. Annual maintenance and support pricing increase
each year at 5% over the previous year.
5.2. Overdue invoices will bear simple interest at the rate of ten percent (10%) per annum, unless
such rate exceeds the maximum allowed by law, in which case it will be reduced to the maximum
allowable rate.
5.3 If Customer requests, Motorola may provide services outside the scope of this Agreement or after
the termination or expiration of this Agreement and Customer agrees to pay for those services.
These terms and conditions and the prices in effect at the time such services are rendered will
apply to those services.
5.4 Price(s) are exclusive of any taxes, duties, export or customs fees, including Value Added Tax or
any other similar assessments imposed upon Motorola. If such charges are imposed upon
Motorola, Customer shall reimburse Motorola upon receipt of proper documentation of such
assessments.
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Section 6. LIMITATION OF LIABILITY
This limitation of liability provision shall apply notwithstanding any contrary provision in this
Agreement. Except for personal injury or death, Motorola's (including any of its affiliated
companies) total liability arising from this Agreement will be limited to the direct damages
recoverable under law, but not to exceed the price of the maintenance and support services being
provided for one (1) year under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA (INCLUDING
ANY OF ITS AFFILIATED COMPANIES) WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS;
INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS;
OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY
RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE SYSTEM,
EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT
TO THIS AGREEMENT. This limitation of liability will survive the expiration or termination of this
Agreement. No action for breach of this Agreement or otherwise relating to the transactions
contemplated by this Agreement may be brought more than one (1) year after the accrual of such
cause of action, except for money due upon an open account.
Section 7. DEFAULT/TERMINATION
7.1. If Motorola breaches a material obligation under this Agreement (unless Customer or a Force
Majeure causes such failure of performance); Customer may consider Motorola to be in default.
If Customer asserts a default, it will give Motorola written and detailed notice of the default.
Motorola will have thirty (30) days thereafter either to dispute the assertion or provide a written
plan to cure the default that is acceptable to Customer. If Motorola provides a cure plan, it will
begin implementing the cure plan immediately after receipt of Customer’s approval of the plan.
7.2. If Customer breaches a material obligation under this Agreement (unless Motorola or a Force
Majeure causes such failure of performance); if Customer breaches a material obligation under
the Software License Agreement that governs the Software covered by this Agreement; or if
Customer fails to pay any amount when due under this Agreement, indicates that it is unable to
pay any amount when due, indicates it is unable to pay its debts generally as they become due,
files a voluntary petition under bankruptcy law, or fails to have dismissed within ninety (90) days
any involuntary petition under bankruptcy law, Motorola may consider Customer to be in default.
If Motorola asserts a default, it will give Customer written and detailed notice of the default and
Customer will have thirty (30) days thereafter to (i) dispute the assertion, (ii) cure any monetary
default (including interest), or (iii) provide a written plan to cure the default that is acceptable to
Motorola. If Customer provides a cure plan, it will begin implementing the cure plan immediately
after receipt of Motorola’s approval of the plan.
7.3. If a defaulting party fails to cure the default as provided above in Sections 7.1 or 7.2, unless
otherwise agreed in writing, the non-defaulting party may terminate any unfulfilled portion of this
Agreement and may pursue any legal or equitable remedies available to it subject to the
provisions of Section 6 above.
7.4. Upon the expiration or earlier termination of this Agreement, Customer and Motorola shall
immediately deliver to the other Party, as the disclosing Party, all Confidential Information of the
other, including all copies thereof, which the other Party previously provided to it in furtherance of
this Agreement. Confidential Information shall include: (a) proprietary materials and information
regarding technical plans; (b) any and all other information, of whatever type and in whatever
medium including data, developments, trade secrets and improvements, that is disclosed by
Motorola to Customer in connection with this Agreement; (c) all geographic information system,
address, telephone, or like records and data provided by Customer to Motorola in connection with
this Agreement that is required by law to be held confidential.
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7.5 TERMINATION FOR CONVENIENCE. The Customer may terminate this contract in part or in
whole upon written notice to Motorola. Motorola shall be paid for any services rendered under
this Contract up to the time of termination.
Section 8. GENERAL TERMS AND CONDITIONS
8.1. Notices required under this Agreement to be given by one party to the other must be in writing
and either delivered in person or sent to the address shown below by certified mail, return receipt
requested and postage prepaid (or by a recognized courier service), or by facsimile with correct
answerback received, and shall be effective upon receipt.
Fred Russell, City Administrator
530 Greene Street, Room 801
Augusta, GA 30901
T: 706.821-2400
F: 706.821.
Seller: Motorola Solutions, Inc.
Attn: Judy Jean-Pierre, Law Dept.
1303 E. Algonquin Road, IL01, 8th Floor
Schaumburg, IL 60196
F: 847-576-0721
Email address: Judy.Jean-Pierre@motorolasolutions.com
8.2. Neither party will be liable for its non-performance or delayed performance if caused by an event,
circumstance, or act of a third party that is beyond such party’s reasonable control.
8.3. Failure or delay by either party to exercise any right or power under this Agreement will not
operate as a waiver of such right or power. For a waiver to be effective, it must be in writing
signed by the waiving party. An effective waiver of a right or power shall not be construed as
either a future or continuing waiver of that same right or power, or the waiver of any other right or
power.
8.4. Customer may not assign any of its rights under this Agreement without Motorola’s prior written
consent.
8.5. This Agreement, including the exhibits, constitutes the entire agreement of the parties regarding
the covered maintenance and support services and supersedes all prior and concurrent
agreements and understandings, whether written or oral, related to the services performed.
Neither this Agreement nor the Exhibits may not be altered, amended, or modified except by a
written agreement signed by authorized representatives of both parties. Customer agrees to
reference this Agreement on all purchase orders issued in furtherance of this Agreement. Neither
party will be bound by any terms contained in Customer’s purchase orders, acknowledgements,
or other writings (even if attached to this Agreement).
8.6. This Agreement will be governed by the laws of the United States to the extent that they apply
and otherwise by the laws of the State of Georgia if Licensee is a sovereign government entity, or
the laws of the State of Illinois if Licensee is not a sovereign government entity.
8.7. GOVERNING LAW. The laws of the State of Georgia shall govern the Agreement between
Customer and Motorola with regard to its interpretation and performance, and any other claims
related to this agreement. All claims, disputes and other matters in question between Customer
and Motorola arising out of or relating to the Agreement, or the breach thereof, shall be decided in
the Superior Court of Richmond County, Georgia. Motorola, by executing this Agreement,
Attachment number 1 \nPage 8 of 15
Item # 2
PSV MSA Page 9 v. 7-26-12
specifically consents to jurisdiction and venue in Richmond County and waives any right to
contest the jurisdiction and venue in the Superior Court of Richmond County, Georgia.
Section 9. CERTIFICATION DISCLAIMER
Motorola specifically disclaims all certifications regarding the manner in which Motorola conducts its
business or performs its obligations under this Agreement, unless such certifications have been expressly
accepted and signed by an authorized signatory of Motorola.
Section 10. COMPLIANCE WITH APPLICABLE LAWS
The Parties shall at all times comply with all applicable regulations, licenses and orders of their respective
countries relating to or in any way affecting this Agreement and the performance by the Parties of this
Agreement. Each Party, at its own expense, shall obtain any approval or permit required in the
performance of its obligations. Neither Motorola nor any of its employees is an agent or representative of
Customer
Section 11. AUGUSTA, GEORGIA PROVISIONS
11.1 VENDOR SYSTEM ACCESS TO AUGUSTA, GEORGIA NETWORK. Motorola will sign a VPN
Vendor Access Agreement with the Licensee, verifying that the Vendor will respect the integrity of
Licensee’s network and security protocols. Access to Augusta’s network through the firewall will only be
granted after said agreement has been signed.
11.2 GEORGIA OPEN RECORDS ACT. Motorola acknowledges that this Agreement and certain
documentation may be subject to the Georgia Open Records Act (O.C.G.A. § 50-18-70, et seq.).
Motorola shall cooperate fully in responding to such requests and shall make all records, not exempt,
available for inspection and copying as required by law. Motorola shall clearly mark any information
provided to Customer which Motorola contends is Proprietary Information. Each Party shall notify the
other immediately of any Open Records request arising out of this Agreement and shall provide a copy of
any response to the request within three days of the request.
11.3 INSURANCE.
Motorola shall, at all times that this Agreement is in effect, cause to be maintained in force and effect an
insurance policy(s) as set forth below:
A. Worker’s Compensation Insurance – in accordance with the laws of the State of Georgia.
B. Commercial Liability Insurance – in an amount of not less that One Million ($1,000,000) Dollars
per occurrence and property damage, including those resulting in death to any one person.
Customer will be included as an additional insured with respect to Motorola’s liabilities hereunder in
insurance coverage’s identified in items B.
The policies shall be written by a responsible company(s), and shall be non-cancellable except on thirty-
(30) days' written notice to the Customer by Motorola. An Acord certificate of insurance shall be filed with
the Director at within five (5) days of the execution of this Agreement.
11.4 GENERAL ACKNNOLWEDGEMENT OF ALL PARTIES CONTRACTING WITH AUGUSTA,
GEORGIA.
Contractor acknowledges that this Agreement and any changes to it by amendment, modification, change
order or other similar document may have required or may require the legislative authorization of the
Board of Commissioners and approval of the Mayor. Under Georgia law, Contractor is deemed to
possess knowledge concerning Augusta, Georgia's ability to assume contractual obligations and the
consequences of Contractor's provision of goods or services to Augusta, Georgia under an unauthorized
Attachment number 1 \nPage 9 of 15
Item # 2
PSV MSA Page 10 v. 7-26-12
contract, amendment, modification, change order or other similar document, including the possibility that
the Contractor may be precluded from recovering payment for such unauthorized goods or services.
Accordingly, Contractor agrees that if it provides goods or services to Augusta, Georgia under a contract
that has not received proper legislative authorization or if the Contractor provides goods or services to
Augusta, Georgia in excess of the any contractually authorized goods or services, as required by
Augusta, Georgia's Charter and Code, Augusta, Georgia may withhold payment for any unauthorized
goods or services provided by Contractor. Contractor assumes all risk of non-payment for the provision of
any unauthorized goods or services to Augusta, Georgia. This acknowledgement shall be a mandatory
provision in all Augusta, Georgia contracts for goods and services, except revenue producing contracts.
The County will provide or confirm in writing that all authorizations and approvals have been given prior to
the shipment of any equipment or services rendered.
11.5 E-VERIFY REGISTRATION. All contractors and subcontractors entering into contracts with
Augusta, Georgia for the physical performance of services shall be required to execute an Affidavit
verifying its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the corporation which is
contracting with Augusta, Georgia has registered with and is participating in a federal work authorization
program. All contractors and subcontractors must provide their E-Verify number and must be in
compliance with the electronic verification of work authorized programs operated by the United States
Department of Homeland Security or any equivalent federal work authorization program operated by the
United States Department of Homeland Security to verify information of newly hired employees, pursuant
to the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, in accordance with the
applicability provisions and deadlines established in O.C.G.A. § 13-10-91 and shall continue to use the
federal authorization program throughout the contract term. All contractors shall further agree that,
should it employ or contract with any subcontractor(s) in connection with the physical performance of
services pursuant to its contract with Augusta, Georgia the contractor will secure from such
subcontractor(s) each subcontractor’s E-Verify number as evidence of verification of compliance with
O.C.G.A. § 13-10-91 on the subcontractor affidavit provided in Rule 300-10-01-.08 or a substantially
similar form. All contractors shall further agree to maintain records of such compliance and provide a
copy of each such verification to Augusta, Georgia at the time the subcontractor(s) is retained to perform
such physical services.
11.6 LOCAL SMALL BUSINESS LANGUAGE. In accordance with Chapter 10B of the AUGUSTA,
GA. CODE, Contractor expressly agrees to collect and maintain all records necessary to for Augusta,
Georgia to evaluate the effectiveness of its Local Small Business Opportunity Program and to make such
records available to Augusta, Georgia. The requirements of the Local Small Business Opportunity
Program can be found at www.augustaga.gov. In accordance with AUGUSTA, GA. CODE § 1-10-
129(d)(7), for all contracts where a local small business goal has been established, the contractor is
required to provide local small business utilization reports. Contractor shall report to Augusta, Georgia
the total dollars paid to each local small business on each contract, and shall provide such payment
affidavits, regarding payment to subcontractors as may be requested by Augusta, Georgia. Such
documents shall be in the format specified by the Director of minority and small business opportunities,
and shall be submitted at such times as required by Augusta, Georgia. Failure to provide such reports
within the time period specified by Augusta, Georgia shall entitle Augusta, Georgia to exercise any of the
remedies set forth, including but not limited to, withholding payment from the contractor and/or collecting
liquidated damages.
11.7 GEORGIA PROMPT PAY ACT NOT APPLICABLE. The terms of this Agreement supersede any
and all provisions of the Georgia Prompt Pay Act.
11.8 GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold
Customer harmless from any and all liability, expense, judgment, suit, cause of action, or
demand for personal injury, death, or direct damage to tangible property which may accrue
against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or
their employees or agents, while performing their duties under this Agreement, if Customer gives
Motorola prompt, written notice of any the claim or suit. Customer will cooperate with Motorola
Attachment number 1 \nPage 10 of 15
Item # 2
PSV MSA Page 11 v. 7-26-12
in its defense or settlement of the claim or suit. This section sets forth the full extent of
Motorola’s general indemnification of Customer from liabilities that are in any way related to
Motorola’s performance under this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and
year first written above.
Motorola Solutions, Inc. Augusta, Georgia
By: By:
Name: Name: Deke S. Copenhaver
Title: Title: Mayor
Date: Date:
Attest:
Signature:
Name: Lena J. Bonner
Title: Clerk of Commission
Date:
Attachment number 1 \nPage 11 of 15
Item # 2
PSV MSA, Exhibit A Page 1
Exhibit A DESCRIPTION OF COVERED PRODUCTS
MAINTENANCE AND SUPPORT AGREEMENT NO.
CUSTOMER: Augusta, Georgia
The following table lists the Products under maintenance coverage:
Product Description Version Qty
PremierOne CSR PremierOne CSR (10) Concurrent user
licenses
4.2.1 10
PremierOne CSR Contact Center (8) Call
center licenses
4.2.1 8
Citizen Web Intake – site license 4.2.1 1
PremierOne CSR Citizen Mobile Apps 3.5 1
Attachment number 1 \nPage 12 of 15
Item # 2
PSV MSA, Exhibit B Page 1
MAINTENANCE AND SUPPORT AGREEMENT NO.
Exhibit B SUPPORT PLAN
This Support Plan is a Statement of Work that provides a description of the support to be
performed.
1. Services Provided. The Services provided are based on the Severity Levels as defined
herein. Each Severity Level defines the actions that will be taken by Motorola for
Response Time, Target Resolution Time, and Resolution Procedure for reported errors.
Severity levels 1 and 2 are for production environments. Because of the urgency
involved, Response Times for Severity Levels 1 and 2 are based upon voice contact by
Customer, as opposed to written contact by facsimile, email or letter. Resolution
Procedures are based upon Motorola’s procedures for Service as described below.
SEVERITY
LEVEL
DEFINITION RESPONSE TIME TARGET
RESOLUTION
TIME
1 Total System Failure - occurs when the System is
not functioning and there is no workaround; such
as a Central Server is down.
Telephone
conference within one
(1) hour of initial voice
notification
Resolve within
twenty-four (24)
hours of initial
notification
2 Critical Failure - Critical process failure occurs
when a crucial element in the System that does not
prohibit continuance of basic operations is not
functioning and there is usually no suitable work-
around. Note that this may not be applicable to
intermittent problems.
Telephone
conference within
three (3) Standard
Business Hours of
initial voice
notification
Resolve within
seven (7)
Standard
Business Days of
initial notification
3 Non-Critical Failure - Non-Critical part or
component failure occurs when a System
component is not functioning, but the System is still
useable for its intended purpose, or there is a
reasonable workaround.
Telephone or email
conference within two
(2) Standard
Business Days of
initial notification
Resolve within
180 days in a
Motorola-
determined Patch
or Release.
4 Inconvenience - An inconvenience occurs when
System causes a minor disruption in the way tasks
are performed but does not stop workflow.
Telephone or email
conference within
seven (7) Standard
Business Days of
initial notification
At Motorola’s
discretion, may
be in a future
Release.
5 Customer request for an enhancement to System
functionality is the responsibility of Motorola’s
Product Management.
Determined by
Motorola’s Product
Management.
If accepted by
Motorola’s
Product
Management, a
release date will
be provided with
a fee schedule,
when
appropriate.
1.1 Reporting a Problem. Reporting of problems should be funneled through the customer’s
designated primary point person(s). Customer shall assign an initial Severity Level for
each error reported, either verbally or in writing, based upon the definitions listed above.
Because of the urgency involved, Severity Level 1 or 2 problems must be reported
verbally to the Motorola’s call intake center. Motorola will notify the Customer if Motorola
makes any changes in Severity Level (up or down) of any Customer-reported problem.
Attachment number 1 \nPage 13 of 15
Item # 2
PSV MSA, Exhibit B Page 2
1.2 Motorola Response. Motorola will use best efforts to provide Customer with a resolution
within the appropriate Target Resolution Time and in accordance with the assigned
Severity Level when Customer allows timely access to the System and Motorola
diagnostics indicate that a Residual Error is present in the Software. Target Resolution
Times may not apply if an error cannot be reproduced on a regular basis on either
Motorola’s or Customer’s Systems. Should Customer report an error that Motorola
cannot reproduce, Motorola may enable a detail error capture/logging process to monitor
the System. If Motorola is unable to correct the reported Residual Error within the
specified Target Resolution Time, Motorola will escalate its procedure and assign such
personnel or designee to correct such Residual Error promptly. Should Motorola, in its
sole discretion, determine that such Residual Error is not present in its Release, Motorola
will verify: (a) the Software operates in conformity to the System Specifications, (b) the
Software is being used in a manner for which it was intended or designed, and (c) the
Software is used only with approved hardware or software. The Target Resolution Time
shall not commence until such time as the verification procedures are completed.
1.3 Error Correction Status Report. Motorola will provide verbal status reports on Severity
Level 1 and 2 Residual Errors. Written status reports on outstanding Residual Errors will
be provided to System Administrator on a monthly basis.
2. Customer Responsibility.
2.1 Customer is responsible for running any installed anti-virus software.
2.2 Operating System (“OS”) Upgrades. Unless otherwise stated herein, Customer
is responsible for any OS upgrades to its System. Before installing any OS
upgrade, Customer should contact Motorola to verify that a given OS upgrade is
appropriate.
3. Motorola Responsibility.
3.1 Reserved
3.2 Reserved
3.3 Reserved
3.4 Remote Installation. At Customer’s request, Motorola will provide, for a
fee, remote installation advice or assistance for Updates.
3.5 Software Release Compatibility. At Customer’s request, Motorola will provide:
(a) current list of compatible hardware operating system releases, if applicable;
and (b) a list of Motorola’s Software Supplemental or Standard Releases
3.6 On-Site Correction. Unless otherwise stated herein, all suspected Residual
Errors will be investigated and corrected from Motorola’s facilities. Motorola shall
decide whether on-site correction of any Residual Error is required and will take
appropriate action.
4. Reserved
5. Compliance to Local, County, State and/or Federal Mandated Changes. (Applies to
Software and interfaces to those Products) Unless otherwise stated herein, compliance to
local, county, state and/or federally mandated changes, including but not limited to IBR,
UCR, ECARS, NCIC and state interfaces are not part of the covered Services.
Attachment number 1 \nPage 14 of 15
Item # 2
PSV MSA, Exhibit C Page 1
Exhibit C
SUPPORT PLAN OPTIONS AND PRICING WORKSHEET
Maintenance and Support Agreement # Term Length 12 Months
Term Start Date TBD Term End Date
CUSTOMER AGENCY Augusta, Georgia BILLING AGENCY Augusta, Georgia
Address 530 Greene St. Annex 101 Address 530 Greene St. Annex 101
City, State, Zip Augusta, GA 30901 City, State, Zip Augusta, GA 30901
Contact Name Mike Blanchard Contact Name Mike Blanchard
Contact Title Deputy Director IT Contact Title Deputy Director IT
Telephone Number 706-821-2862 Telephone Number 706-821-2862
Fax Number 706-821-2530 Fax Number 706-821-2530
Email Address Blanchard@augustago.gov Email Address Blanchard@augustaga.gov
For support and updates on products below, please contact Motorola Solutions Public Service Application’s Customer Support:
(800) 323-9949 Option 2, Option 6, then select the corresponding product prompts as follows:
1 CSR PRODUCTS 2 ASSET MANAGEMENT
PremierOne CSR Cityworks
CSR Infor Radio Asset Management
0 OTHER
Custom Interfaces Other
Administrative Hearings (AHMS)
MOTOROLA SOLUTIONS SERVICES TERM FEES THIRD PARTY SERVICES TERM FEES
STANDARD SUPPORT SERVICES $ 40,125.00 VENDOR AGENCY: $
1
Customer Support Plan
$ Included ¨ Product Type/Description:
2 Case Management 24X7 $ Included
3 Technical Support Monday through Friday
8:00 a.m. to 5:00 p.m. Customer local time
$
Included
¨ Term Dates:
4 Third-party Vendor Coordination $ Included ¨ Service Level
5 On-site Support (when applicable) $ Included -Hours of Coverage:
6 $ -Onsite/Software/Parts:
7 SW Releases: Standard & Supplemental $ Included -Other Services:
8 Access to Users Group Site $ Included ¨ System ID # (if applicable):
SUPPLEMENTAL SERVICE OPTIONS
Service Descriptions Available Upon Request
THIRD PARTY TOTAL
FEES $
1 24x7 Technical Support Svcs $ BUNDLED SERVICE OPTIONS DISCOUNT
$ 2 Time and Materials $ MULTI-SYSTEM (x% Discount) $
3 Professional Services Training $ MULTI-YEAR (x% Discount) $
4 Professional Services Upgrades $ ONE-TIME (x% Discount) $
5 Preventive Maintenance $ OTHER (x% Discount) $
6 Users Conference Advance Purchase $ OTHER (x% Discount) $
7 On-site Support (Dedicated Resource) $
8 GeoFile Services $
MOTOROLA SOLUTIONS TOTAL FEES $ 40,125.00 DISCOUNTS $
USERS CONFERENCE ATTENDANCE ADVANCE PURCHASE DETAILS
Users Conference Attendance ($2,650 per Attendee) Year Number Attendees
· Registration fee Roundtrip travel for event (booked by Motorola Solutions)
· Hotel accommodations (booked by Motorola Solutions) Rental car (booked by Motorola Solutions)
· Daily meal allowance (determined by Motorola Solutions guidelines)
TERM GRAND TOTAL* *Excludes taxes if applicable
$ 40,125.00
Attachment number 1 \nPage 15 of 15
Item # 2
v.7-26-12
1
PSA System Agreement
Motorola Solutions, Inc. (“Motorola”) and Augusta, Georgia, a political subdivision of the State of Georgia,
with its place of business at 530 Greene Street, Augusta, GA U.S.A., 30901 (“Customer”) enter into this
“Agreement,” pursuant to which Customer will purchase and Motorola will sell the System, as described
below. Motorola and Customer may be referred to individually as a “Party” and collectively as the
“Parties.” For good and valuable consideration, the Parties agree as follows:
Section 1 EXHIBITS
The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this
Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the
exhibits and any inconsistency between Exhibits A through E will be resolved in their listed order.
Exhibit A Motorola “Software License Agreement”
Exhibit B “Payment Schedule”
Exhibit C Motorola’s Proposal dated March 13, 2012, as amended on July 24, 2012
Exhibit D “System Acceptance Certificate”
Exhibit E “Performance Bond”
Exhibit F “Augusta, GA Vendor VPN Access Agreement”
Additionally, this Agreement will operate in accordance with Augusta, GA RFP 12-123, and any item
herein outside of such must be completed as in contract or be subject to penalty clause. In case of
conflict between the original RFP and this contract, this contract shall supersede all previous or
contemporaneous negotiations, commitments and writings with respect to matters set forth herein. It may
only be modified in writing and must be signed by authorized representatives of both parties.
Section 2 DEFINITIONS
Capitalized terms used in this Agreement have the following meanings:
2.1. “Acceptance Tests” means those tests described in the Acceptance Test Plan.
2.2. “Confidential Information” means any information that is disclosed in written, graphic, verbal, or
machine-recognizable form, and is marked, designated, or identified at the time of disclosure as being
confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time
of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information
does not include any information that: is or becomes publicly known through no wrongful act of the
receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or
becomes, rightfully and without breach of this Agreement, in the receiving Party’s possession without any
obligation restricting disclosure; is independently developed by the receiving Party without breach of this
Agreement; or is explicitly approved for release by written authorization of the disclosing Party.
2.3. “Contract Price” means the price for the System, excluding applicable sales or similar taxes and
freight charges.
2.4. “Effective Date” means that date upon which the last Party executes this Agreement.
2.5. “Equipment” means the equipment listed in the List of Deliverables that Customer purchases from
Motorola under this Agreement.
Attachment number 2 \nPage 1 of 27
Item # 2
v.7-26-12
2
2.6. “Force Majeure” means an event, circumstance, or act of a third party that is beyond a Party’s
reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes
or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots).
2.7. “Infringement Claim” means a third party claim alleging that the Equipment manufactured by
Motorola or the Motorola Software directly infringes a United States patent or copyright.
2.8. “Motorola Software” means Software that Motorola or its affiliated company owns.
2.9. “Non-Motorola Software” means Software that another party owns.
2.10. “Open Source Software” (also called “freeware” or “shareware”) software with either freely
obtainable source code, license for modification, or permission for free distribution.
2.11 “Products” mean the Equipment and Software provided by Motorola under this Agreement.
2.12 “Proprietary Rights” means the patents, patent applications, inventions, copyrights, trade secrets,
trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the
Equipment and Software, including those created or produced by Motorola under this Agreement and any
corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software
whether made by Motorola or another party.
2.13. “Software” means the Motorola Software and Non-Motorola Software, in object code format that
is furnished with the System or Equipment.
2.14. “Specifications” means the functionality and performance requirements that are described in
Exhibit C.
2.15. “Subsystem” means a major part of the System that performs specific functions or operations.
Subsystems are described in Exhibit C.
2.16. “System” means the Equipment, Software, services, supplies, and incidental hardware and
materials that are combined together into an integrated system; the System is described in Exhibit C.
2.17. “System Acceptance” means the Acceptance Tests have been successfully completed.
2.18. “Warranty Period” means ninety (90) days from the date of shipment.
Section 3 SCOPE OF AGREEMENT AND TERM
3.1. SCOPE OF WORK. Motorola will provide, install and test the System, and perform its other
contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual
responsibilities in accordance with this Agreement.
3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this
Agreement. If a requested change causes an increase or decrease in the cost or time required to
perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price,
Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is
obligated to perform requested changes unless both Parties execute a written change order.
3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by
mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues
until the date of Final System Acceptance or expiration of the Warranty Period, whichever occurs last.
3.4. ADDITIONAL EQUIPMENT, SOFTWARE, OR SERVICES. For three (3) years after the Effective
Date, Customer may order additional Equipment, Software or services if they are then available. Each
Attachment number 2 \nPage 2 of 27
Item # 2
v.7-26-12
3
order must refer to this Agreement and must specify the pricing and delivery terms. Notwithstanding any
additional or contrary terms in the order, the applicable provisions of this Agreement (except for pricing,
delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms) will
govern the purchase and sale of the additional Equipment, Software, or services. Title and risk of loss to
additional Equipment will pass at shipment; warranty will commence upon delivery; and payment is due
within twenty (20) days after the invoice date. Motorola will send Customer an invoice as the additional
Equipment is shipped, Software is licensed, or services are performed.
3.5. MAINTENANCE SERVICE. After the warranty period Customer may purchase maintenance and
support services for the Equipment and Motorola Software by executing the Maintenance and Support
Agreement.
3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to
Customer solely in accordance with the Software License Agreement. Customer hereby accepts and
agrees to abide by all of the terms and restrictions of the Software License Agreement.
3.7. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in
accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date
unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software
pursuant to the Software License Agreement, in which case it applies and the copyright owner will have
all of Licensor’s rights and protections under the Software License Agreement. Motorola makes no
representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may
include Open Source Software. All Open Source Software is licensed to Customer in accordance with,
and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not
the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable
efforts to determine whether any Open Source Software will be provided under this Agreement; and if so,
identify the Open Source Software and provide to Customer a copy of the applicable standard license (or
specify where that license may be found); and provide to Customer a copy of the Open Source Software
source code if it is publicly available without charge (although a distribution fee or a charge for related
services may be applicable).
3.8. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment,
Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications
and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order.
3.9. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a “Priced Options”
exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit.
During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one
(1) year after the Effective Date), Customer has the right and option to purchase the equipment, software,
and related services that are described in the Priced Options exhibit. Customer may exercise this option
by giving written notice to Seller which must designate what equipment, software, and related services
Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and
conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain
provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer
delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific
lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules,
payment terms, maintenance and support provisions, additions to or modifications of the Software
License Agreement, hosting terms, and modifications to the acceptance and warranty provisions.
Section 4 PERFORMANCE SCHEDULE
4.1 The Parties will perform their respective responsibilities in accordance with the Performance
Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract
performance.
Attachment number 2 \nPage 3 of 27
Item # 2
v.7-26-12
4
4.2 To the extent that it does not alter the scope of this Agreement, Customer may unilaterally order a
temporary stopping of the work, or delaying of the work to be performed by Motorola under this
Agreement. Any additional costs associated with the stop work will be documented in a written change
order. In the event that a stop work exceeds sixty (60) days, Motorola reserves the right to terminate this
Agreement, and to be paid up to the date of the stop work for all work performed and costs associated
therewith.
Section 5 CONTRACT PRICE, PAYMENT, AND INVOICING
5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $331,000, If applicable, a pricing
summary is included with the Payment Schedule. Motorola has priced the services, Software, and
Equipment as an integrated system. A reduction in Software or Equipment quantities, or services, may
affect the overall Contract Price, including discounts if applicable.
5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the
Payment Schedule. Except for a payment that is due on the Effective Date, Customer will make
payments to Motorola within twenty (20) days after the date of each invoice. Customer will make
payments when due in the form of a wire transfer, check, or cashier’s check from a U.S. financial
institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the
Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1115800.
5.3. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the
invoices. Title to the Equipment will pass to Customer upon shipment. Title to Software will not pass to
Customer at any time. Risk of loss will pass to Customer upon delivery of the Equipment to the
Customer. Motorola will pack and ship all Equipment in accordance with good commercial practices.
INVOICING AND SHIPPING ADDRESSES. Invoices and shipments will be sent to the Customer at the
following address:
Michael F. Blanchard
Deputy Director
Information Technology Department
City of Augusta, GA
530 Greene St Annex 101
Augusta, GA 30901
Phone: 706-821-2862
Fax: 706-821-2530
blanchard@augustaga.gov
www.augustaga.gov
The city which is the ultimate destination where the Equipment will be delivered to Customer is Augusta,
Georgia. Customer may change this information by giving written notice to Motorola.
5.5 GEORGIA PROMPT PAY ACT NOT APPLICABLE. The terms of this Agreement supersede any
and all provisions of the Georgia Prompt Pay Act.
5.6 PROHIBITION AGAINST CONTINGENT FEES. Motorola warrants that no person or selling
agency has been employed or retained to solicit or secure this Agreement upon an agreement or
understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide
employees or bona fide established commercial or selling agencies maintained by Motorola for the
purpose of securing business and that the Motorola has not received any non-Customer fee related to
this Agreement without the prior written consent of the Customer. For breach or violation of this warranty,
the Customer shall have the right to annul this Agreement without liability or at its discretion to deduct
from the Agreement Price of consideration the full amount of such commission, percentage, brokerage or
contingent fee.
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5.7 PERFORMANCE BOND. At Customer’s expense and prior to the execution of this contract,
Motorola shall have obtained a performance bond in the amount not exceeding the final agreed-upon
price of the project as identified in Section 5.1 of this document. Proof of the acquisition of the bond shall
be provided to the Customer as Exhibit E.
Section 6 SITES AND SITE CONDITIONS
6.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement,
Customer will provide a designated project manager; all necessary construction and building permits,
zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and
mounting locations; and access to the work sites or vehicles identified in Exhibit C as reasonably
requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and
Statement of Work. If the Statement of Work so indicates, Motorola may assist Customer in the local
building permit process.
6.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and
in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the
Statement of Work states to the contrary, Customer will ensure that these work sites have adequate:
physical space; air conditioning and other environmental conditions; adequate and appropriate electrical
power outlets, distribution, equipment and connections; and adequate telephone or other communication
lines (including modem access and adequate interfacing networking capabilities), all for the installation,
use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola
may inspect the work site and advise Customer of any apparent deficiencies or non-conformities with the
requirements of this Section.
Section 7 TRAINING
Any training to be provided by Motorola to Customer will be described in the Statement of Work.
Customer will notify Motorola immediately if a date change for a scheduled training program is required.
If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30)
days before its scheduled start date, Motorola may recover these additional costs.
Section 8 SYSTEM ACCEPTANCE
8.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten
(10) days notice before the Acceptance Tests commence. System testing will occur only in accordance
with the Acceptance Test Plan.
8.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the
Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly
executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for
individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will
occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the
Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes
the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice
that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice
within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to
have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System
that do not materially impair the operation of the System as a whole will not postpone System Acceptance
or Subsystem acceptance, but will be corrected according to a mutually agreed schedule.
8.3 FINAL SYSTEM ACCEPTANCE. Final System Acceptance will occur after System Acceptance
when all deliverables and other work have been completed. When Final System Acceptance occurs, the
Parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate.
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Section 9 REPRESENTATIONS AND WARRANTIES
9.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance
with the Specifications in all material respects. Upon System Acceptance this System functionality
representation is fulfilled. Motorola is not responsible for System performance deficiencies that are
caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with
the System or for reasons or parties beyond Motorola’s control, such as natural causes; or Customer
changes to load usage or configuration outside the Specifications.
9.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment
under normal use and service will be free from material defects in materials and workmanship. If System
Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within
Customer’s control, this warranty expires eighteen (18) months after the shipment of the Equipment.
9.3. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License
Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the
terms of the Software License Agreement and the provisions of this Section 9 that are applicable to the
Motorola Software. TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT
PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT
BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT
AGREEMENT SUPERCEDES THIS SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF
EACH SUCH PRODUCT.
9.4. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These
warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Motorola
Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of
God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not
provided or authorized in writing by Motorola; Customer’s failure to comply with all applicable industry and
OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or
workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries
(because they carry their own separate limited warranty) or consumables; (v) freight costs to ship
Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does
not affect the operation of the Equipment; and (vii) normal or customary wear and tear.
9.5. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of
the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will
investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its
option and at no additional charge to Customer) repair the defective Equipment or Motorola Software,
replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola
Software. That action will be the full extent of Motorola’s liability for the warranty claim. If this
investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding
to the claim on a time and materials basis using Motorola’s then current labor rates. Repaired or replaced
product is warranted for the balance of the original applicable warranty period. All replaced products or
parts will become the property of Motorola.
9.6. ORIGINAL END USER IS COVERED. These express limited warranties are extended by
Motorola to the original user purchasing the System for commercial, industrial, or governmental use only,
and are not assignable or transferable.
9.7. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE
WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS
AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS
ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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Section 10 DELAYS
10.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if
caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay
performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers
the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the
Performance Schedule for a time period that is reasonable under the circumstances.
10.2. PERFORMANCE SCHEDULE DELAYS. Both parties agree to give the other five (5) to seven
(7) days’ prior notice if the other (including its other contractors) delays the Performance Schedule. In the
event that notice is not possible, Customer agrees to make the promised payments according to the
Payment Schedule as if no delay occurred; and the Parties will execute a change order to extend the
Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred
because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for
additional freight, warehousing and handling of Equipment; extension of the warranties; travel;
suspending and re-mobilizing the work; additional engineering, project management, and standby time
calculated at then current rates; and preparing and implementing an alternative implementation plan.
Section 11 DISPUTES
The Parties will use the following procedure to address any dispute arising under this Agreement (a
“Dispute”).
11.1. GOVERNING LAW. The laws of the State of Georgia shall govern the Agreement between
Customer and Motorola with regard to its interpretation and performance, and any other claims related to
this agreement. All claims, disputes and other matters in question between Customer and Motorola
arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of
Richmond County, Georgia. Motorola, by executing this Agreement, specifically consents to jurisdiction
and venue in Richmond County and waives any right to contest the jurisdiction and venue in the Superior
Court of Richmond County, Georgia.
11.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice
of Dispute (“Notice of Dispute”). The Parties will attempt to resolve the Dispute promptly through good
faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle
the Dispute and who are at a higher level of management than the persons with direct responsibility for
the matter and 2) direct communication between the executives. If the Dispute has not been resolved
within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation.
11.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice
to mediate from either Party (“Notice of Mediation”). Neither Party may unreasonably withhold consent to
the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request
that American Arbitration Association nominate a mediator. Each Party will bear its own costs of
mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the
mediation in good faith and will be represented at the mediation by a business executive with authority to
settle the Dispute.
11.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days
after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent
jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to submit to the
exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection
with this Agreement.
11.5. CONFIDENTIALITY. All communications pursuant to subsections 11.2 and 11.3 will be treated
as compromise and settlement negotiations for purposes of applicable rules of evidence and any
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additional confidentiality protections provided by applicable law. The use of these Dispute resolution
procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the
rights of either Party.
Section 12 DEFAULT AND TERMINATION
12.1 DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this
Agreement, the other Party may consider the non-performing Party to be in default (unless a Force
Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written
and detailed notice of default. Except for a default by Customer for failing to pay any amount when due
under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days
after receipt of the notice of default to either cure the default or, if the default is not curable within thirty
(30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan
immediately after receipt of notice by the other Party that it approves the plan. If Customer is the
defaulting Party, Motorola may stop work on the project until it approves the Customer’s cure plan. Failure
of Motorola which has not been remedied or waived, to perform or otherwise comply with a material
condition of the Agreement shall constitute default. The Customer may terminate this contract in part or
in whole upon written notice to Motorola pursuant to this Section 12.
12.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section
12.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of
this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non-
defaulting Party any of its Confidential Information. If Customer is the non-defaulting Party, terminates
this Agreement as permitted by this Section, and completes the System through a third Party, Customer
may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to
a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price.
Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges.
12.3 TERMINATION FOR CONVENIENCE. The Customer may terminate this contract in part or in
whole upon written notice to Motorola. Motorola shall be paid for any services under this Contract up to
the time of termination.
Section 13 INDEMNIFICATION
13.1. GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless
from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death,
or direct damage to tangible property which may accrue against Customer to the extent it is caused by
the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties
under this Agreement, if Customer gives Motorola prompt, written notice of any the claim or suit.
Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets
forth the full extent of Motorola’s general indemnification of Customer from liabilities that are in any way
related to Motorola’s performance under this Agreement.
13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless
from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death,
or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the
negligence of Customer, its other contractors, or their employees or agents, while performing their duties
under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit.
Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This section sets
forth the full extent of Customer’s general indemnification of Motorola from liabilities that are in any way
related to Customer’s performance under this Agreement.
13.3. PATENT AND COPYRIGHT INFRINGEMENT.
13.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on
a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software
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(“Product”) directly infringes a United States patent or copyright (“Infringement Claim”). Motorola’s duties
to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the
Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its
settlement or compromise; and Customer providing to Motorola cooperation and, if requested by
Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola’s
obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded
against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing,
by Motorola in settlement of an Infringement Claim.
13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its
option and expense: (a) procure for Customer the right to continue using the Product; (b) replace or
modify the Product so that it becomes non-infringing while providing functionally equivalent performance;
or (c) accept the return of the Product and grant Customer a credit for the Product, less a reasonable
charge for depreciation. The depreciation amount will be calculated based upon generally accepted
accounting standards.
13.3.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon:
(a) the combination of the Product with any software, apparatus or device not furnished by Motorola; (b)
the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in
connection with the Product; (c) Product designed or manufactured in accordance with Customer’s
designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred
without such designs, specifications, guidelines or instructions; (d) a modification of the Product by a
party other than Motorola; (e) use of the Product in a manner for which the Product was not designed or
that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to install an
enhancement release to the Motorola Software that is intended to correct the claimed infringement. In
no event will Motorola’s liability resulting from its indemnity obligation to Customer extend in any way to
royalties payable on a per use basis or the Customer’s revenues, or any royalty basis other than a
reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the
infringing Product.
13.3.4. This Section 13 provides Customer’s sole and exclusive remedies and Motorola’s entire liability in
the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to
provide any other or further remedies, whether under another provision of this Agreement or any other
legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies
provided in this Section 13 are subject to and limited by the restrictions set forth in Section 14.
Section 14 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty,
negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages
recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to
which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY
OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY
COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES,
PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE
OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA
PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or
termination of the Agreement and applies notwithstanding any contrary provision. No action for contract
breach or otherwise relating to the transactions contemplated by this Agreement may be brought more
than one (1) year after the accrual of the cause of action, except for money due upon an open account.
Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS
15.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the parties may provide
each other with Confidential Information. Each Party will: maintain the confidentiality of the other Party’s
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Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party
in writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential
Information to its employees who have a “need to know” and not copy or reproduce the Confidential
Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential
Information, including informing its employees who handle the Confidential Information that it is
confidential and is not to be disclosed to others, but these precautions will be at least the same degree of
care that the receiving Party applies to its own confidential information and will not be less than
reasonable care; and use the Confidential Information only in furtherance of the performance of this
Agreement. Confidential Information is and will at all times remain the property of the disclosing Party,
and no grant of any proprietary rights in the Confidential Information is given or intended, including any
express or implied license, other than the limited right of the recipient to use the Confidential Information
in the manner and to the extent permitted by this Agreement.
15.2. PRESERVATION OF MOTOROLA’S PROPRIETARY RIGHTS. Motorola, the third party
manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain
all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is
intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by
Motorola in connection with providing to Customer the Equipment, Software, or related services remain
vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development
rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola
does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or
interest in Motorola’s Proprietary Rights. Customer will not modify, disassemble, peel components,
decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create
derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell
or export the Software, or permit or encourage any third party to do so. The preceding sentence does not
apply to Open Source Software which is governed by the standard license of the copyright owner.
15.3 GEORGIA OPEN RECORDS ACT. Motorola acknowledges that this Agreement and certain
documentation may be subject to the Georgia Open Records Act (O.C.G.A. § 50-18-70, et seq.).
Motorola shall cooperate fully in responding to such requests and shall make all records, not exempt,
available for inspection and copying as required by law. Motorola shall clearly mark any information
provided to Customer which Motorola contends is Proprietary Information. Each Party shall notify the
other immediately of any Open Records request arising out of this contract and shall provide a copy of
any response to the same within three days of the request.
Section 16 GENERAL
16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other
taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola
is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to
Motorola the amount of the taxes (including any interest and penalties) within twenty (20) days after the
date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property
tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth.
16.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may
assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the
other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or
transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign
this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer.
In addition, in the event Motorola separates one or more of its businesses (each a “Separated Business”),
whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a “Separation
Event”), Motorola may, without the prior written consent of the other Party and at no additional cost to
Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its
affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event.
Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under
this Agreement.
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16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will
not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a
writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either
a future or continuing waiver of that same right or power, or the waiver of any other right or power.
16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or
unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and
effect.
16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an
independent contractor. The Parties and their personnel will not be considered to be employees or
agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right
or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or
be interpreted as a joint venture, partnership or formal business organization of any kind.
16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are
inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of
the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in
accordance with its terms and conditions and not for or against either Party.
16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement
of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements,
proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement
may be amended or modified only by a written instrument signed by authorized representatives of both
Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment
or other form will not be considered an amendment or modification of this Agreement, even if a
representative of each Party signs that document.
16.8. NOTICES. Notices required under this Agreement to be given by one Party to the other must be
in writing and either personally delivered or sent to the address shown below by certified mail, return
receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express,
UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt:
Motorola Solution, Inc. Augusta, Georgia
Judy Jean-Pierre, Law Dept. c/o Fred Russell, City Administrator
1303 E. Algonquin Road, IL01, 8th Floor 530 Greene Street, Room 801
Schaumburg, IL 60196 Augusta, GA 30901
F: 847-576-0721 T: 706.821.2400
Email: Judy.Jean-Pierre@motorolasolutions.com F: 706.821.2819
16.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal,
state, and local laws, regulations and rules concerning the performance of this Agreement or use of the
System.
16.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all
necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties
under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon
execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in
accordance with its terms; and the execution, delivery, and performance of this Agreement does not
violate any bylaw, charter, regulation, law or any other governing authority of the Party.
16.11. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this
Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non-Motorola Software); if any
payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection
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9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of Liability); and
Section 15 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 16.
16.12 VENDOR SYSTEM ACCESS TO AUGUSTA, GEORGIA NETWORK. Motorola will sign a VPN
Vendor Access Agreement with the Licensee, verifying that it will respect the integrity of Licensee’s
network and security protocols. Access to Augusta’s network through the firewall will only be granted
after said agreement has been signed.
16.13 INSURANCE.
Motorola shall, at all times that this Agreement is in effect, cause to be maintained in force and effect an
insurance policy(s) as set forth below:
A. Worker’s Compensation Insurance – in accordance with the laws of the State of Georgia.
B. Commercial Liability Insurance – in an amount of not less than One Million ($1,000,000) Dollars
per occurrence for injuries and property damage, including those resulting in death to any one person.
Customer will be included as an additional insured with respect to Motorola’s liabilities hereunder in
insurance coverage’s identified in items B.
The policies shall be written by a responsible company(s), and shall be non-cancellable except on thirty-
(30) days' written notice to the Customer by Motorola. An Acord Certificate of Insurance shall be filed
with the Director with five days of execution of this Agreement.
16.14 GENERAL ACKNNOLWEDGEMENT OF ALL PARTIES CONTRACTING WITH AUGUSTA,
GEORGIA.
Contractor acknowledges that this Agreement and any changes to it by amendment, modification, change
order or other similar document may have required or may require the legislative authorization of the
Board of Commissioners and approval of the Mayor. Under Georgia law, Contractor is deemed to
possess knowledge concerning Augusta, Georgia's ability to assume contractual obligations and the
consequences of Contractor's provision of goods or services to Augusta, Georgia under an unauthorized
contract, amendment, modification, change order or other similar document, including the possibility that
the Contractor may be precluded from recovering payment for such unauthorized goods or services.
Accordingly, Contractor agrees that if it provides goods or services to Augusta, Georgia under a contract
that has not received proper legislative authorization or if the Contractor provides goods or services to
Augusta, Georgia in excess of the any contractually authorized goods or services, as required by
Augusta, Georgia's Charter and Code, Augusta, Georgia may withhold payment for any unauthorized
goods or services provided by Contractor. Contractor assumes all risk of non-payment for the provision of
any unauthorized goods or services to Augusta, Georgia, Georgia, however characterized, including,
without limitation, all remedies at law or equity." This acknowledgement shall be a mandatory provision in
all Augusta, Georgia contracts for goods and services, except revenue producing contracts. Customer
agrees to advise Motorola in writing that all authorizations and approvals have been made prior to any
orders shipped under this Agreement.
16.15 E-VERIFY REGISTRATION. All contractors and subcontractors entering into contracts with
Augusta, Georgia for the physical performance of services shall be required to execute an Affidavit
verifying its compliance with O.C.G.A. § 13-10-91, stating affirmatively that the individual, firm, or
corporation which is contracting with Augusta, Georgia has registered with and is participating in a federal
work authorization program. All contractors and subcontractors must provide their E-Verify number and
must be in compliance with the electronic verification of work authorized programs operated by the United
States Department of Homeland Security or any equivalent federal work authorization program operated
by the United States Department of Homeland Security to verify information of newly hired employees,
pursuant to the Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, in accordance with the
applicability provisions and deadlines established in O.C.G.A. § 13-10-91 and shall continue to use the
federal authorization program throughout the contract term. All contractors shall further agree that,
should it employ or contract with any subcontractor(s) in connection with the physical performance of
Attachment number 2 \nPage 12 of 27
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13
services pursuant to its contract with Augusta, Georgia the contractor will secure from such
subcontractor(s) each subcontractor’s E-Verify number as evidence of verification of compliance with
O.C.G.A. § 13-10-91 on the subcontractor affidavit provided in Rule 300-10-01-.08 or a substantially
similar form. All contractors shall further agree to maintain records of such compliance and provide a
copy of each such verification to Augusta, Georgia at the time the subcontractor(s) is retained to perform
such physical services
16.16 LOCAL SMALL BUSINESS LANGUAGE. In accordance with Chapter 10B of the AUGUSTA,
GA. CODE, Contractor expressly agrees to collect and maintain all records necessary to for Augusta,
Georgia to evaluate the effectiveness of its Local Small Business Opportunity Program and to make such
records available to Augusta, Georgia. The requirements of the Local Small Business Opportunity
Program can be found at www.augustaga.gov. In accordance with AUGUSTA, GA. CODE § 1-10-
129(d)(7), for all contracts where a local small business goal has been established, the contractor is
required to provide local small business utilization reports. Contractor shall report to Augusta, Georgia
the total dollars paid to each local small business on each contract, and shall provide such payment
affidavits, regarding payment to subcontractors as may be requested by Augusta, Georgia. Such
documents shall be in the format specified by the Director of minority and small business opportunities,
and shall be submitted at such times as required by Augusta, Georgia. Failure to provide such reports
within the time period specified by Augusta, Georgia shall entitle Augusta, Georgia to exercise any of the
remedies set forth, including but not limited to, withholding payment from the contractor and/or collecting
liquidated damages.
The Parties hereby enter into this Agreement as of the Effective Date.
Motorola Solutions, Inc. Augusta, Georgia
By: By:
Name: Name: Deke S. Copenhaver
Title: Title: Mayor
Date: Date:
Attest:
Signature:
Name: Lena J. Bonner
Title: Clerk of Commission
Date:
Attachment number 2 \nPage 13 of 27
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Exhibit A
SOFTWARE LICENSE AGREEMENT
This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc.
(“Motorola") and Augusta, Georgia, a political subdivision of the State of Georgia, with its place of
business at 530 Greene Street, Augusta, GA U.S.A. 30901 (“Licensee”).
For good and valuable consideration, the parties agree as follows:
Section 1 DEFINITIONS
1.1 “Designated Products” means products provided by Motorola to Licensee with which or for which
the Software and Documentation is licensed for use.
1.2 “Documentation” means product and software documentation that specifies technical and
performance features and capabilities, and the user, operation and training manuals for the Software
(including all physical or electronic media upon which such information is provided).
1.3 “Open Source Software” means software with either freely obtainable source code, license for
modification, or permission for free distribution.
1.4 “Open Source Software License” means the terms or conditions under which the Open Source
Software is licensed.
1.5 “Primary Agreement” means the agreement to which this exhibit is attached.
1.6 “Security Vulnerability” means a flaw or weakness in system security procedures, design,
implementation, or internal controls that could be exercised (accidentally triggered or intentionally
exploited) and result in a security breach such that data is compromised, manipulated or stolen or the
system damaged.
1.7 “Software” (i) means proprietary software in object code format, and adaptations, translations, de-
compilations, disassemblies, emulations, or derivative works of such software; (ii) means any
modifications, enhancements, new versions and new releases of the software provided by Motorola; and
(iii) may contain one or more items of software owned by a third party supplier. The term "Software" does
not include any third party software provided under separate license or third party software not licensable
under the terms of this Agreement.
Section 2 SCOPE
Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain
proprietary Software or products containing embedded or pre-loaded proprietary Software, or both. This
Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and
Licensee’s use of the Software and Documentation.
Section 3 GRANT OF LICENSE
3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola
grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non-
exclusive license under Motorola’s copyrights and Confidential Information (as defined in the Primary
Agreement) embodied in the Software to use the Software, in object code form, and the Documentation
solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any
rights to source code.
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3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software,
the terms and conditions governing the use of such Open Source Software are in the Open Source
Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms
and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses
governing Licensee’s use of the Open Source Software, the terms and conditions of the license grant of
the applicable Open Source Software Licenses will take precedence over the license grants in this
Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine
whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source
Software and provide Licensee a copy of the applicable Open Source Software License (or specify where
that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code,
without charge, if it is publicly available (although distribution fees may be applicable).
Section 4 LIMITATIONS ON USE
4.1. Licensee may use the Software only for Licensee's internal business purposes and only in
accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting
the general nature of these restrictions, Licensee will not make the Software available for use by third
parties on a "time sharing," "application service provider," or "service bureau" basis or for any other
similar commercial rental or sharing arrangement.
4.2 Licensee will not, and will not allow or enable any third party to: (i) reverse engineer,
disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to
a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create
derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or
Documentation to any third party, grant any sublicense or other rights in the Software or Documentation
to any third party, or take any action that would cause the Software or Documentation to be placed in the
public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of
Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or
Documentation available to, or permit the use of the Software by any third party or on any machine
except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a
manner that would result in the production of a copy of the Software solely by activating a machine
containing the Software. Licensee may make one copy of Software to be used solely for archival, back-
up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at
the same time as the original Software is being operated. Licensee may make as many copies of the
Documentation as it may reasonably require for the internal use of the Software.
4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow
any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated
Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other
device. Licensee may temporarily transfer Software installed on a Designated Product to another device
if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola
of the temporary transfer and identifies the device on which the Software is transferred. Temporary
transfer of the Software to another device must be discontinued when the original Designated Product is
returned to operation and the Software must be removed from the other device. Licensee must provide
prompt written notice to Motorola at the time temporary transfer is discontinued.
4.4. The license for Cityworks or Customer Service Request Software is for the use of the Software
with the Designated System or for the specified number of Concurrent Users for which it was provided,
the purpose for which it was designed and only for the application specific use covered by this
Agreement, or the Primary Agreement. This license does not allow access to the Software through other
Designated Systems except as specifically permitted. “Concurrent User” means the maximum number of
concurrent connections to Software authorized by this Agreement or the Primary Agreement at any one
instance in time. “Designated System” means the computer hardware and operating system
configuration specified in the Primary Agreement for which the Software is licensed for use. Additional
Designated System licenses are required for communication with additional instances of a database or
additional databases.
Attachment number 2 \nPage 15 of 27
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4.5. Licensee will maintain, during the term of this Agreement and for a period of five years thereafter,
accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an
independent third party (“Auditor”) may inspect Licensee’s premises, books and records, upon reasonable
prior notice to Licensee, during Licensee’s normal business hours and subject to Licensee's facility and
security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor.
Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the
Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this
Agreement.
Section 5 OWNERSHIP AND TITLE
Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the
Software and Documentation, including, but not limited to, all rights in patents, patent applications,
inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating
to the Software and Documentation (including any corrections, bug fixes, enhancements, updates,
modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works
from the Software or Documentation, whether made by Motorola or another party, or any improvements
that result from Motorola’s processes or, provision of information services). No rights are granted to
Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are
expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or
prepared by Motorola in connection with providing the Software, Designated Products, Documentation or
related services, remains vested exclusively in Motorola, and Licensee will not have any shared
development or other intellectual property rights.
Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY
6.1. The commencement date and the term of the Software warranty will be a period of ninety (90)
from shipment, except that for application Software that is provided on a per unit basis, the warranty
period for subsequent units licensed is the remainder, if any, of the initial warranty period or, if the initial
warranty period has expired, the remainder, if any, of the term of the applicable Software Maintenance
and Support Agreement. If Licensee is not in breach of any of its obligations under this Agreement,
Motorola warrants that the unmodified Software, when used properly and in accordance with the
Documentation and this Agreement, will be free from a reproducible defect that eliminates the
functionality or successful operation of a feature critical to the primary functionality or successful
operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference
to the Documentation. Motorola does not warrant that Licensee’s use of the Software or the Designated
Products will be uninterrupted, error-free, completely free of Security Vulnerabilities, or that the Software
or the Designated Products will meet Licensee’s particular requirements. Motorola makes no
representations or warranties with respect to any third party software included in the Software.
6.2 Motorola’s sole obligation to Licensee and Licensee’s exclusive remedy under this warranty is to
use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts
will involve either replacing the media or attempting to correct significant, demonstrable program or
documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable
time, then at Motorola’s option, Motorola will replace the defective Software with functionally-equivalent
Software, license to Licensee substitute Software which will accomplish the same objective, or terminate
the license and refund the Licensee’s paid license fee.
6.3. Warranty claims are described in the Primary Agreement.
6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and
all other warranties (express or implied, oral or written) with respect to the Software or Documentation,
including, without limitation, any and all implied warranties of condition, title, non-infringement,
merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows,
has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether
Attachment number 2 \nPage 16 of 27
Item # 2
v.7-26-12
4
arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola
disclaims any warranty to any person other than Licensee with respect to the Software or Documentation.
Section 7 TRANSFERS
Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written
consent. Motorola’s consent may be withheld at its discretion and may be conditioned upon transferee
paying all applicable license fees and agreeing to be bound by this Agreement. If Licensee transfers
ownership of the Designated Products to a third party, Licensee may assign its right to use the Software
embedded in or furnished for use with those Designated Products; provided that Licensee transfers all
copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a
transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this
Agreement.
Section 8 TERM AND TERMINATION
8.1 Licensee’s right to use the Software and Documentation will begin when the Primary Agreement
is signed by both parties and will continue for the life of the Designated Products with which or for which
the Software and Documentation have been provided by Motorola, unless Licensee breaches this
Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation
may be terminated immediately upon notice by Motorola.
8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to
Motorola that all copies of the Software have been removed or deleted from the Designated Products and
that all copies of the Software and Documentation have been returned to Motorola or destroyed by
Licensee and are no longer in use by Licensee.
8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the
development, marketing, and distribution of the Software and Documentation and that Licensee's breach
of this Agreement will result in irreparable harm to Motorola for which monetary damages would be
inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be
entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession
of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the
United States Government).
Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS
This Section applies if Licensee is the United States Government or a United States Government agency.
Licensee’s use, duplication or disclosure of the Software and Documentation under Motorola’s copyrights
or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the
Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable,
unless they are being provided to the Department of Defense. If the Software and Documentation are
being provided to the Department of Defense, Licensee’s use, duplication, or disclosure of the Software
and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in
Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The
Software and Documentation may or may not include a Restricted Rights notice, or other notice referring
to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they
are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS
mentioned above, as applicable to the particular procuring agency and procurement transaction.
Section 10 CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain Motorola’s valuable proprietary
and Confidential Information and are Motorola’s trade secrets, and that the provisions in the Primary
Agreement concerning Confidential Information apply.
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Section 11 LIMITATION OF LIABILITY
The Limitation of Liability provision is described in the Primary Agreement.
Section 12 NOTICES
Notices are described in the Primary Agreement.
Section 13 GENERAL
13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be
construed as an admission or presumption of publication of the Software or public disclosure of any trade
secrets associated with the Software.
13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws
and regulations of the United States and Licensee will comply with all applicable laws and regulations,
including export laws and regulations of the United States. Licensee will not, without the prior
authorization of Motorola and the appropriate governmental authority of the United States, in any form
export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or
technical data or direct or indirect products sold or otherwise furnished to any person within any territory
for which the United States Government or any of its agencies at the time of the action, requires an export
license or other governmental approval. Violation of this provision is a material breach of this Agreement.
13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its
obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or
consent of Licensee.
13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent
that they apply and otherwise by the internal substantive laws of the State to which the Software is
shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of
Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts
for the International Sale of Goods do not apply. In the event that the Uniform Computer Information
Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes
applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this
Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under
this Agreement. The governing law will be that in effect prior to the applicability of UCITA.
13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of
Motorola and Licensee. No third party has the right to make any claim or assert any right under this
Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing,
any licensor or supplier of third party software included in the Software will be a direct and intended third
party beneficiary of this Agreement.
13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement.
13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the
Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject
matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other
subject matter.
13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and
the acquisition of third party Software to limit Security Vulnerabilities. While no software can be
guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will
take the steps set forth in Section 6 of this Agreement.
Attachment number 2 \nPage 18 of 27
Item # 2
Exhibit B
Payment Schedule
Projected Payment Milestones and Tentative Project Schedule
Motorola’s Projected Payment Milestones
Deliverable Name Payment
Percentage
Payment
Milestone
Acceptance Certificate Signed for Statement of Work
Completion (Task 1.8)
5%
15%
Acceptance Certificate Signed for Kick-Off Meeting (Task 2.8) 10%
Acceptance Certificate Signed for Software Completion
(Task 4.5)
10% 10%
Acceptance Certificate Signed for Training Completion
(Task 5.6)
15% 15%
Acceptance Certificate Signed for PremierOne CSR
Configuration Completion (Task 6.7)
20% 20%
Acceptance Certificate Signed for PremierOne CSR Citizen
Mobile Apps Configuration Completion (Task 7.6)
10% 10%
Acceptance Certificate Signed for On-site Report Training
Completion (Task 9.8)
10%
20%
Acceptance Certificate Signed for ATP Execution Completion
(Task 10.5)
10%
Acceptance Certificate Signed for On-site Go-Live Support
Completion (Task 12.10)
5%
10%
Acceptance Certificate Signed for Post Go-Live Support
Completion (Task 13.8)
5%
Total 100% 100%
Attachment number 2 \nPage 19 of 27
Item # 2
Motorola’s Tentative Project Schedule
*All dates are subject to change upon mutual agreement of Augusta and Motorola.
Event
Projected
Completion
Date*
Status
Selection of Vendor COMPLETE
Contract Negotiation 7/2012
Approval of Contract by City
Attorney 8/2012
Administration / Commission
Approval 8/2012
Contract Signing 8/2012
Project Kickoff and Statement of
Work completion 9/2012
Software Installation 10/2012
Will be scheduled pending arrival of
equipment that must be ordered by
Augusta IT and installation of
infrastructure and equipment as
needed.
System Implementation 2/2013 System Acceptance Testing and
Acceptance 3/2013
System Acceptance
At completion
of
acceptance
testing
System Go-live 4/2013
Motorola reserves the right to make partial shipments of software and/or equipment and to request payment
upon shipment of such software and/or equipment.
Motorola has priced the above software, services and equipment quantities as a single system.
Changes in software, services and/or equipment quantities will result in an adjustment of the overall
system price.
Attachment number 2 \nPage 20 of 27
Item # 2
Exhibit C
Motorola’s Proposal dated March 13, 2012, as amended on July 24, 2012
Attachment number 2 \nPage 21 of 27
Item # 2
Exhibit D
SYSTEM ACCEPTANCE CERTIFICATE
Public Service Applications
Customer Name: ______________________________________________________
Project Name: ________________________________________________________
This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and
Customer acknowledge that:
1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed, and all
System or product documentation promised under the Agreement has been provided.
2. The System is accepted, except for any items listed on a punch list. The parties will promptly complete
their respective punch list responsibilities according to a mutually agreed schedule.
Customer Representative: Motorola Representative:
Signature: _________________________ Signature: _______________________
Print Name: ________________________ Print Name: ______________________
Title: _____________________________ Title: ____________________________
Date: _____________________________ Date: ___________________________
FINAL SYSTEM ACCEPTANCE:
Motorola has provided and Customer has received all deliverables, and Motorola has performed all other work
required for Final System Acceptance.
Customer Representative: Motorola Representative:
Signature: ____________________________ Signature: ____________________________
Print Name: ___________________________ Print Name: ___________________________
Title: ________________________________ Title: ________________________________
Date: ________________________________ Date: ________________________________
Attachment number 2 \nPage 22 of 27
Item # 2
Exhibit E
Performance Bond
Attachment number 2 \nPage 23 of 27
Item # 2
Exhibit F
Vendor Remote Network Access
Policy and Procedures
Purpose
The purpose of this policy is to ensure that a secure method of connectivity is provided between
Augusta, Georgia (hereinafter “City”) and the vendor and to provide guidelines for the use of the
network and computing resources associated with the remote connectivity in order to ensure the
safety, integrity, and operability of Augusta, Georgia Information Systems.
Scope
This policy applies to all Augusta, Georgia systems, application and/or servers/devices requiring
support by external vendors on behalf of Augusta, Georgia.
Definitions
A Virtual Private Network (VPN) provides a secure network connection over the Internet between an
individual and a private network (164 bit encryption). By utilizing the public Internet for data
transport, VPN provides a low cost solution to remote access or connectivity.
Policy
A. Vendor Remote Access Request and Approvals
All requests for remote access for vendors must be made in advance through the Project Leader
responsible for the vendor. It is the Project Leader’s responsibility to ensure that the vendor has
provided all of the required information in the proper format.
All vendor remote access requests must first have the Assistant Director of the Business
Application Services signature for approval as well as the Director of Information Technology.
As part of the request and approval process, the technical and administrative contact within the
vendor’s organization or someone at a higher level within the company will be required to read
and sign the VPN Access policy form and any additional documents, such as the Augusta,
Georgia Non-Disclosure Agreement.
Once Vendor Remote Access has been approved, it is valid until changes in this policy or
technology make it necessary, in City’s estimation, to require a new form to be filed.
Remote Access will only be available to Vendors that have signed Annual Support and
Maintenance Contracts with the City.
B. Connectivity
Attachment number 2 \nPage 24 of 27
Item # 2
1. The vendor will be required to use the City’s standard method for connecting to the network.
The current standard method is Cisco’s VPN client.
2. The vendor will be given a unique user ID and password to authenticate the VPN access. The
password may be subject to regular changes.
3. Only one person may be connected to the VPN at any given time.
4. Access will be restricted to only the servers located in IT that were approved for the vendor.
5. Access will be restricted to only the ports necessary for connectivity.
6. Access will not be open 24/7. The vendor must request access every time it is necessary and
only during business hours of 8:30am – 5:00pm EST. Access outside of these hours may be
requested but will need additional approval and will be handled on a case by case situation.
C. Vendor Request Process
1. The vendor will contact the Project Leader to request access.
2. The Project Leader is responsible for logging the request for access and justification in the
change control log.
3. The Project Leader will document reason for access and email Firewall Administrators to
have the VPN opened.
4. A firewall administrator will open the VPN and reply to the Project Leader’s email notifying
them it has been opened.
5. Once the vendor has completed their work and the application has been tested, they will
notify the Project Leader that the work is complete.
D. etwork Security
1. Vendor will allow only the vendor’s employees approved in advance by the City to access the
network connection. Vendor shall be solely responsible for ensuring that Authorized Vendor
Employees are not security risks, and upon the City’s request, Vendor will provide the City
with any information reasonably necessary for the City to evaluate security issues relating to
any Authorized Vendor Employee.
2. Vendor will promptly notify the City whenever any Authorized Vendor Employee leaves the
Vendor’s employ or no longer requires access to the Network Connection.
3. Each party will be solely responsible for the selection, implementation and maintenance of
security procedures and policies that are sufficient to ensure that (a) such party’s use of the
Network Connection is secure and is used only for authorized purposes, and (b) such party’s
business records and data are protected against improper access, use, loss, alteration or
destruction.
4. Vendor shall notify the City in writing promptly upon a change in the user base for the work
performed over the Network Connection or whenever in vendor’s opinion a change in the
connection and/or functional requirements of the Network Connection is necessary.
E. Protection of Augusta, Georgia Private Information and Resources
The Augusta, Georgia network support group responsible for the installation and configuration of
a specific vendor connection must ensure that all possible measures have been taken to protect the
integrity and privacy of the City’s confidential information. At no time should the City rely on
access/authorization control mechanisms at the vendor’s site to protect or prohibit access to the
City’s confidential information.
Attachment number 2 \nPage 25 of 27
Item # 2
The City shall not have any responsibility for ensuring the protection of vendor information. The
vendor shall be entirely responsible for providing the appropriate security measures to ensure
protection of their private internal network and information.
F. Audit and Review of Vendor etwork Connections
All aspects of the vendor network connections up to, but not including the City firewall, will be
monitored by the appropriate IT staff. Where possible automated tools will be used to audit tasks.
Monthly reports should be generated on the authentication database showing the specific login
entries.
All vendor network connections will be reviewed on a quarterly basis and information regarding
specific vendor network connection will be updated as necessary. Obsolete vendor network
connections will be terminated following confirmation with the Project Leader that the
connection is indeed obsolete.
G. Augusta, Georgia IT Security
Augusta, Georgia IT Security has the responsibility for maintaining related policies and
standards. IT Security will also provide advice and assistance regarding judgment calls, and will
facilitate information gathering in order to make a correct decision.
H. Enforcement
Any vendor found in violation of this policy will be subject to, but not limited to, loss of VPN
privileges and other action up to and including dissolution of contract and/or legal action if
Augusta systems are compromised.
Attachment number 2 \nPage 26 of 27
Item # 2
VPN Access Request Form
Request for remote access to the Augusta-Richmond County network.
Vendor Information (please print)
Vendor ame:
Vendor Representative: Title:
Phone: Work: Cell:
Technical Support
Representative:
Title:
Phone: Work: Cell: After hours:
Business Hours:
Servers requested for
access:
Vendor’s IP address(es):
Have Cisco vpn client? Yes No
Vendor’s etwork
Firewalled?
Yes No
Anti-Virus Software: Ver. #
Anti-Virus Signature
version and date:
Agreement
I have read and agree to the Policy & Guidelines set forth for Vendor VPN access.
___________________________________________
________________________
(Vendor’s signature) (Date)
Authorization
___________________________________________
________________________
(Project Leader’s signature) (Date)
___________________________________________
________________________
(IT Director’s signature) (Date)
Attachment number 2 \nPage 27 of 27
Item # 2
Request for Proposal
Request for Proposals will be received at this office until Tuesday, March 13, 2012 @ 11:00 a.m. for
furnishing:
RFP Item #12-123 Citizen Relationship Management Solution for Information Technology
RFPs will be received by: The Augusta Commission hereinafter referred to as the OWNER at the offices of:
Geri A. Sams, Director
Augusta Procurement Department
530 Greene Street - Room 605
Augusta, Georgia 30901
RFP documents may be viewed on the Augusta Georgia web site under the Procurement Department
ARCbid. RFP documents may be obtained at the office of the Augusta, GA Procurement Department, 530
Greene Street – Room 605, Augusta, GA 30901. All questions must be submitted in writing by fax to
706 821-2811 or by email to procbidandcontract@augustaga.gov to the office of the Procurement
Department by Friday, February 24, 2012 @ 5:00 P.M. No RFP will be accepted by fax, all must be
received by mail or hand delivered.
No RFP may be withdrawn for a period of 120 days after time has been called on the date of opening.
Invitation for bids and specifications. An invitation for bids shall be issued by the Procurement Office and
shall include specifications prepared in accordance with Article 4 (Product Specifications), and all contractual
terms and conditions, applicable to the procurement. All specific requirements contained in the invitation
to bid including, but not limited to, the number of copies needed, the timing of the submission, the
required financial data, and any other requirements designated by the Procurement Department are
considered material conditions of the bid which are not waiveable or modifiable by the Procurement
Director. All requests to waive or modify any such material condition shall be submitted through the
Procurement Director to the appropriate committee of the Augusta, Georgia Commission for approval by the
Augusta, Georgia Commission. Please mark RFP number on the outside of the envelope.
Bidders are cautioned that acquisition of RFP documents through any source other than the office of the
Procurement Department is not advisable. Acquisition of RFP documents from unauthorized sources places
the bidder at the risk of receiving incomplete or inaccurate information upon which to base his qualifications.
GERI A. SAMS, Procurement Director
Publish:
Augusta Chronicle February 2, 9, 16, 23, 2012
Metro Courier February 8, 2012
cc: Tameka Allen Deputy Administrator
Michael Blanchard Information Technology
Revised: 8/15/2011
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VENDORS Attachment B E-Verify # Addendum Original 7 Copies
Fee
Proposal
Carahsoft Technology Corp
12369 Sunrise Valley Dr, Ste D2
Reston, VA 20191
YES 350308 YES YES YES YES
Image Software
2932 Wellington Circle
Tallahassee, FL 32309
YES 457422 YES YES YES YES
Motorola Solutions Inc.
1700 Belle Meade Court
Lawrenceville, GA 30043
YES 36076 YES YES YES YES
QScend Technologies
231 Bank St. 2nd Floor
Waterbury, CT 06702
Active Network
10182 Telesis Court, Suite 300
San Diego, CA 92121
311 Network
Corporate Headquarters
135 Sweeten Creek Road
P.O. Box 40
Asheville, NC 28802
Microsoft
123 Antoinette Avenue
McDonough, GA. 30253
RFP Item #12-123
Citizen Relationship Management Solution
for Augusta, Georgia - Information Technology Department
RFP Due: Tuesday, March 13, 2012 @ 11:00 a.m.
NON-COMPLIANT
Did not acknowledge Addendum
Submitted only 6 copies
No Fee Proposal
NON-COMPLIANT
Missing E-Verify Number
No Business License Information
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Public Safety Committee Meeting
8/27/2012 12:45 PM
Minutes
Department:Clerk of Commission
Caption:Motion to approve the minutes of the Public Safety Committee
held on August 13, 2012.
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Cover Memo
Item # 3