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Q° RESOLUTION 2016-789
mom!* a ADOPTED DOC ID: 12214
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2016-789 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
AUGUST 23, 2016:
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RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute a Communications System Agreement with Motorola
Solutions,Inc.,in an amount not to exceed $340,000.00 in connection with the replacement and
upgrade of the Town of Southold Police Department Dispatch Room, subject to the approval of
the Town Attorney.
Elizabeth A.Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: Louisa P. Evans, Justice
SECONDER:Robert Ghosio, Councilman
AYES: Dinizio Jr, Doherty, Ghosio, Evans, Russell
ABSENT: William P. Ruland
Communications System Agreement
Motorola Solutions, Inc. ("Motorola") and Southold PD ("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 "Technical and Implementation Documents"
C-1 "System Description"dated June 30, 2016
C-2 "Equipment List'dated August 31, 2016
C-3 "Statement of Work" dated June 30,2016
C-4 "Acceptance Test Plan" or"ATP"dated June 30, 2016
C-5 "Performance Schedule"dated June 30, 2016
Exhibit D Service Statement(s)of Work and"Service Terms and Conditions" (if applicable)
Exhibit E "System Acceptance Certificate"
Exhibit F "Memorandum of Insurance"
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. "Administrative User Credentials" means an account that has total access over the operating
system, files, end user accounts and passwords at either the System level or box level. Customer's
personnel with access to the Administrative User Credentials may be referred to as the Administrative
User.
2.3. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational
purposes(excluding training or testing).
2.4. "Confidential Information" means all information consistent with the fulfillment of this agreement
that is (i) disclosed under this agreement in oral, written, graphic, machine recognizable, and/or sample
form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by
examination, testing or analysis of any hardware, software or any component part thereof provided by
discloser to recipient. The nature and existence of this agreement are considered Confidential
Information. Confidential information that is disclosed orally must be identified as confidential at the time
of disclosure and confirmed by the discloser by submitting a written document to the recipient within thirty
(30) days after such disclosure. The written document must contain a summary of the Confidential
Information disclosed with enough specificity for identification purpose and must be labeled or marked as
confidential or its equivalent.
2.5. "Contract Price" means the price for the System, excluding applicable sales or similar taxes and
freight charges.
26. "Effective Date"means that date upon which the last Party executes this Agreement.
27. "Equipment" means the equipment that Customer purchases from Motorola under this
Agreement. Equipment that is part of the System is described in the Equipment List.
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2.8. "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).
2.9. "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.
2.10. "Motorola Software" means Software that Motorola or its affiliated company owns.
2.11. "Non-Motorola Software" means Software that another party owns.
2.12. "Open Source Software"(also called"freeware"or"shareware") means software with either freely
obtainable source code, license for modification, or permission for free distribution.
2.13. "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.
2.14 "Software" means the Motorola Software and Non-Motorola Software, in object code format that
is furnished with the System or Equipment.
2.15. "Specifications" means the functionality and performance requirements that are described in the
Technical and Implementation Documents.
2.16. "Subsystem" means a major part of the System that performs specific functions or operations.
Subsystems are described in the Technical and Implementation Documents.
2.17. "System" means the Equipment, Software, and incidental hardware and materials that are
combined together into an integrated system; the System is described in the Technical and
Implementation Documents.
2.18. "System Acceptance"means the Acceptance Tests have been successfully completed.
2.19. "Warranty Period" means one (1) year from the date of System Acceptance or Beneficial Use,
whichever occurs first.
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 Project Acceptance or expiration of the Warranty Period, whichever occurs last.
34. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date,
Customer may order additional Equipment or Software if it is then available. Each order must refer to this
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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 or Software. 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 or
Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online
("MOL"), and this Agreement will be the "Underlying Agreement" for those MOL transactions rather than
the MOL On-Line Terms and Conditions of Sale. MOL registration and other information may be found at
https://businessonline.motorola.cotn and the MOL telephone number is (800)814-0601.
3.5. MAINTENANCE SERVICE. During the Warranty Period, in addition to warranty services,
Motorola will provide maintenance services for the Equipment and support for the Motorola Software
pursuant to the Statement of Work set forth in Exhibit D. Those services and support are included in the
Contract Price. If Customer wishes to purchase additional maintenance and support services for the
Equipment during the Warranty Period, or any maintenance and support services for the Equipment
either during the Warranty Period or after the Warranty Period, the description of and pricing for the
services will be set forth in a separate document. If Customer wishes to purchase extended support for
the Motorola Software after the Warranty Period, it may do so by ordering software subscription services.
Unless otherwise agreed by the parties in writing, the terms and conditions applicable to those
maintenance, support or software subscription services will be Motorola's standard Service Terms and
Conditions, together with the appropriate statements of work.
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,
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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
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.
Section 5 CONTRACT PRICE, PAYMENT AND INVOICING
5.1. CONTRACT PRICE The Contract Price in U S. dollars is $340,000.00. 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 and Risk of Loss to the Equipment will pass to Customer upon shipment. Title to Software
will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with good
commercial practices.
5.4. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following
address: Southold Town Police Department, 41405 State Route 25, Peconic, New York 11958 attn:
Martin Fiatley, Chief of Police
The address which is the ultimate destination where the Equipment will be delivered to Customer is:
Southold Town Police Department,41405 State Route 25, Peconic, New York 11958
The Equipment will be shipped to the Customer at the following address (insert if this information is
known):
Southold Town Police Department,41405 State Route 25, Peconic, New York 11958
Customer may change this information by giving written notice to Motorola.
Section 6 SITES AND SITE CONDITIONS
61. 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 the Technical and
Implementation Documents 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
62 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,
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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. This Agreement is predicated upon normal soil conditions as defined by the
version of E.I.A. standard RS-222 in effect on the Effective Date.
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6.3. SITE ISSUES. If a Party determines that the sites Identified in the Technical and Implementation
Documents are no longer available or desired, or if subsurface, structural, adverse environmental or
latent conditions at any site differ from those indicated in the Technical and Implementation Documents,
the Parties will promptly investigate the conditions and will select replacement sites or adjust the
installation plans and specifications as necessary. If change in sites or adjustment to the installation
plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend
the Contract Price, Performance Schedule, or both, by a change order.
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. BENEFICIAL USE Customer acknowledges that Motorola's ability to perform its implementation
and testing responsibilities may be impeded if Customer begins using the System before System
Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without
Motorola's prior written authorization, which will not, be unreasonably withheld. Motorola is not
responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon
commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the
System.
8.4 FINAL PROJECT ACCEPTANCE Final Project Acceptance will occur after System Acceptance
when all deliverables and other work have been completed When Final Project Acceptance occurs, the
parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate.
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 or Beneficial Use, whichever
occurs first, 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
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attached to or used in connection with the System or for reasons or parties beyond Motorola's control,
such as natural causes;the construction of a building that adversely affects the microwave path reliability
or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference
or intermodulation; 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. If System Acceptance is delayed beyond six (6) months after shipment of the
Motorola Software by events or causes within Customer's control, this warranty expires eighteen (18)
months after the shipment of 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.
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
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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 circumstahces
10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its
other contractors) delays the Performance Schedule, it will 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. This Agreement will be governed by and construed in accordance with the
laws of the State in which the System is installed.
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
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
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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.
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.
In the event Customer elects to terminate this Agreement for any reason other than default, Customer
shall pay Motorola for the conforming Equipment and/or Software delivered and services performed.
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 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
("Motorola 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 Motorola Product; (b)
replace or modify the Motorola Product so that it becomes non-infringing while providing functionally
equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for
the Motorola 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 Motorola 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
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or used in connection with the Motorola Product; (c) Motorola 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 Motorola Product by a party other than Motorola, (e) use of the Motorola Product In a
manner for which the Motorola 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 Motorola 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.
15.1.1. Each party is a disclosing party ("Discloser") and a receiving party ("Recipient") under this
agreement. All Deliverables will be deemed to be Motorola's Confidential Information During the term of
this agreement and for a period of three (3) years from the expiration or termination of this agreement,
Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of
Confidential Information to only those employees (including, but not limited to, employees of any wholly
owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company),
agents or consultants who must be directly involved with the Confidential Information for the purpose and
who are bound by confidentiality terms substantially similar to those in this agreement; (iii) not copy,
reproduce, reverse engineer, de-compile or disassemble any Confidential Information; (iv) use the same
degree of care as for its own information of like importance, but at least use reasonable care, in
safeguarding against disclosure of Confidential Information; (v) promptly notify Discloser upon discovery
of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain
possession of the Confidential Information and prevent further unauthorized actions or other breach of
this agreement; and (vi)only use the Confidential Information as needed to fulfill this agreement.
15.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can
demonstrate by documentation (1) is now available or becomes available to the public without breach of
this agreement, (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully
obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to
Motorola.CSA.revision 5.16 16 doc 9
Motorola Contract No
such disclosure; or (v) is independently developed by Recipient without the use of any of Discloser's
Confidential Information or any breach of this agreement.
15.1.3. All Confidential Information remains the property of the discloser and will not be copied or
reproduced without the express written permission of the Discloser, except for copies that are absolutely
necessary in order to fulfill this Agreement. Within ten (10) days of receipt of Discloser's written request,
Recipient will return all Confidential Information to Discloser along with all copies and portions thereof, or
certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain
one (1) archival copy of the Confidential Information that it may use only in case of a dispute concerning
this Agreement. No license, express or implied, in the Confidential Information is granted other than to
use the Confidential Information in the manner and to the extent authorized by this Agreement. The
Discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to
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.
Section 16 GENERAL
161. 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 point 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. J
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.
Motorola CSA revision.5.16.16.doc 10
Motorola Contract No.
I
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 executed in multiple counterparts, and shall have the same legal force and effect as if the Parties
had executed it as a single document. The Parties may sign in writing, or by electronic signature,
including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff
image, of a signature, shall be treated as and shall have the same effect as an original signature. In
addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement
shall be treated as and shall have the same effect as an original signed copy of this document. This
Agreement may be amended or modified only by a written instrument signed by authorized
representatives of both Parties. 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 Solutions, Inc. Customer
Attn: Jack Devereaux Attn: Martin Flatley, Chief of Police
123 Tice Blvd,Woodcliff Lake, NJ 07677 Southold Town Police Department
41405 State Route 25, Peconic, New York 11958
fax: 201-949-5799 fax: 631-765-3115
16.9 INSURANCE. At all times during the performance of this Agreement, Motorola shall obtain and
maintain insurance consistent with the limits and coverages provided in Exhibit F (Memorandum of
Insurance). A e Certificate of Insurance will provided within three (3) days of execution of this Agreement
and shall also be provided with each insurance renewal term.
16.10. 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. Customer will obtain and comply with all Federal Communications Commission ("FCC') licenses
and authorizations required for the Installation, operation and use of the System before the scheduled
installation of the Equipment. Although Motorola might assist Customer in the preparation of Its FCC
license applications, neither Motorola nor any of Its employees is an agent or representative of Customer
in FCC or other matters.
16.11. 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
Motorola.CSA revision.5 16 16.doc 11
Motorola Contract No.
accordance with its terms; and the execution, delivery, and performance of this Agreement does iot
Violate any bylaw,charter,regulation,law or any other governing authority of the Party.
16.12. ADMINISTRATOR LEVEL ACCOUNT ACCESS. Motorola will provide Customer v fith
Administrative User Credentials. Customer agrees to only grant Administrative User Credentials to those
personnel with the training dr experience to correctly use the access. Customer is responsible for
protecting Administrative User'Credentials from disclosure and maintaining Credential validity by, among
other things, updating passwords when required. Customer may be asked to provide valid Administra ive
User Credentials when in contact with Motorola System support. Customer understands that chap jes
made as the Administrative User can significantly impact the performance of the System. Custol ner
agrees that it will be solely responsible for any negative impact an the System or Its users by any s ch
changes. System issues occurring as a result of changes made by an Administrative User may imr act
Motorola's ability to perform its obligations under the Agreement or its Maintenance and Sup ort
Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the
Statement of Work,may be necessary. To the extent Motorola provides assistance to correct any iss Jes
caused by or arising out or the use of or failure to maintain Administrative User Credentials,Motorola i11
be-entitled to bill Customer and Customer will pay Motorola on a time and materials basis for resolving the
issue.
16.13. SURVIVAL OF TERMS. The following provisions will survive'the expiration or termination of his
Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non-Motorola,Software);ify
payment,obligations exist,Sections 5.1 and 5.2(Contract Price and invoicing and Payment); Subse [nd
n
9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of Liability);
Section 15(Confidentiality and Proprietary Rights);and all of the General provisions in Section 16.
The Parties hereby enter into this Agreement as of the Effective Date.
Motorola Solutions,Inc. Customer
l
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Name:MarshWltems4tein Name: : t2u�LG
Title:Area Sales Man ger Title: 2-V
Date: Date:
12
Motorola.CSA.revisio n.5.16.16.doe
Motorola Contract No.
Exhibit A
SOFTWARE LICENSE AGREEMENT
This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc.,
("Motorola"), and SOUTHOLD PD ("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
31. 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.
Motorola CSA.revision.5 16,16.doc 13
Motorola Contract No.
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: (1) 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.
44. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate
license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does
not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each
licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or
intends to use RSS upon Motorola's request.
4.5. Licensee will maintain, during the term of this Agreement and for a,period of two 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
Motorola CSA revision 5.16.16 doc 14
Motorola Contract No.
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 6 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
61. The commencement date and the term of the Software warranty will be a period of ninety (90)
days from Motorola's shipment of the Software (the "Warranty Period"). 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
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 the Designated
Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products
Motorola.CSA.revision 5.16 16.doc 15
Motorola Contract No
to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's
FLASHportO software) which is embedded in or furnished for use with the radio products and the related
Documentation; 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 Primay
Agreement concerning Confidential Information apply.
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
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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.
138 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.
Motorola.CSA revision 5.16 16.doc 17
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Exhibit E
System Acceptance Certificate
Customer Name:SOUTHOLD POLICE DEPARTMENT
Project Name: MCC 7500 UPGRADE
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.
2. The System is accepted
Customer Representative: Motorola Representative:
e
Signature. I I Signature:_
Print Name: SC-044 � � Print Name: Marshall B rnst:ein
Title: P2x.�t Title: Area Sales Manager
Date, �� `�(� Date: 311/17
FINAL PROJECT ACCEPTANCE:
Motorola has provided and Customer has received all deliverables, and Motorola has performed all other
work required for Final Project Acceptance.
Customer Representative: Motorola Representative:
Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
Motorola.CSA revision 5,16 16 doc 18
Motorola Contract No
EXHIBIT F
MEMORANDUM OF INSURANCE
Moto rola.CSA.revision 5.16 16 doe 19
Motorola Contract No.
WOrORCL,A SOLUTIONS
MEMORANDUM OF INSURANCE
PRODUCER TRIS MEMORANDUM IS A MATTER OF INFORMATION ONLY. THIS
AON RISK SERVICES CENTRAL,INC. MEMORANDUM DOES NOT AMEND, EXTEND OR ALTER THE
AON CENTER COVERAGES AFFORDED BY THELTOLICIES BELOW.
200 EAST RANDOLPH STREET COMPANIES AFFORDING COVERAGE
CHICAGO,ILLINOIS 60601
D/B/A Aon Risk Insurance Services of Illinois CA License#0095623 COMPANY A LIBERTY MUTUAL FIRE INSURANCE COMPANY
INSURED COMPANY B LIBERTY INSURANCE CORPORATION
MOTOROLA SOLUTIONS,INC.AND ITS
SUBSIDIARIES COMPANY C
1303 EAST ALGONGUIN ROAD COMPANY D
SCHAUMBURG,IL 60196
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,
NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE
ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF
SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
CO POLICY POLICY EFFECTIVE POLICY EXPIRATION
LTR TYPEOFINSURANCE NUMBER DATE MM/DD/YY DATE(MM/DD/YY/) LIMITS
A GENERAL LIABILITY GENERAL
-Commercial General TB2-641-005169-076 7/01/2016 7/01/2017 AGGREGATE $2,000,000
Liability PRODUCTS-
-Occurrence COMP/OP AGG $1,000,000
PERSONAL&
ADV INJURY $1,000,000
EACH
OCCURENCE $1,000,000
FIRE DAMAGE
(any one fire) $250,000
MED EXP
(any one person) $10,000
AUTOMOBILE COMBINED
A LIABILITY AS2-641-005169-016 7/01/2016 7/01/2017 SINGLE LIMIT $1,000,000
(Domestic Auto-All Sates) BODILY INJURY
-Any Auto ter accident)
BODILY INJURY
(per accident)
PROPERTY
DAMAGE
GARAGE LIABILITY AUTO ONLY
f each accident)
OTHER THAN
AUTO ONLY
EACH ACCIDENT
AGGREGATE
EXCESS LIABILITY EACH
OCCURENCE
AGGREGATE
B WORKERS COMP& WC Statu-
EMPLOYER'S WA7-64D-005169-086(AOS) 7/01/2016 7/01/2017 tory limits
B LIABILITY EL EACH
WC7-641-005169-096(WI) ACCIDENT $1.000,000
EL DISEASE-
POLICY LIMIT $1,000,000
EL DISEASE—
` EA EMPLOYEE $1,000,000
OTHER
FOR INFORMATIONAL PURPOSES ONLY