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R2014-87 CONTRACT WITH MOTOROLA SOLUTIONS, INC.
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R2014-87 CONTRACT WITH MOTOROLA SOLUTIONS, INC.
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2/27/2017 10:51:13 AM
Creation date
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Resolution/Ordinance
Res Ord Num
R2014-87
Res Ord Title
AUTHORIZING THE EXECUTION OF A CONTRACT WITH MOTOROLA SOLUTIONS, INC. FOR THE RADIO SYSTEM REPLACEMENT
Department
Public Works
Approved Date
8/4/2014
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Software Licenses of the copyright owner and not this Agreement. If there is a conflict etween the terms <br /> and conditions of this Agreement and the terms and conditions of the Open Source oftware Licenses <br /> governing Licensee's use of the Open Source Software, the terms and conditions of t e license grant of <br /> the applicable Open Source Software Licenses will take precedence over the lice se grants in this <br /> Agreement. If requested by Licensee, Motorola will use commercially reasonable effo s to: (i) determine <br /> whether any Open Source Software is provided under this Agreement; (ii) identify he Open Source <br /> Software and provide Licensee a copy of the applicable Open Source Software Licens (or specify where <br /> that license may be found); and, (iii) provide Licensee a copy of the Open Source So are source code, <br /> without charge, if it is publicly available (although distribution fees may be applicable). <br /> Section 4 LIMITATIONS ON USE <br /> 4.1. Licensee may use the Software only for Licensee's internal business purp ses and only in <br /> accordance with the Documentation. Any other use of the Software is strictly prohibite . Without limiting <br /> the general nature of these restrictions, Licensee will not make the Software availabl for use by third <br /> parties on a "time sharing," "application service provider," or "service bureau" basis or for any other <br /> similar commercial rental or sharing arrangement. <br /> 4.2. Licensee will not, and will not allow or enable any third party to: (i) verse engineer, <br /> disassemble, peel components, decompile, reprogram or otherwise reduce the Softwar or any portion to <br /> a human perceptible form or otherwise attempt to recreate the source code; (ii) mo ify, adapt, create <br /> derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lea a the Software or <br /> Documentation to any third party, grant any sublicense or other rights in the Software r Documentation <br /> to any third party, or take any action that would cause the Software or Documentation t be placed in the <br /> public domain; (iv) remove, or in any way alter or obscure, any copyright notice r other notice of <br /> Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or <br /> Documentation available to, or permit the use of the Software by any third party or on any machine <br /> except as expressly authorized by this Agreement; or (vi) use, or permit the use of, he Software in a <br /> manner that would result in the production of a copy of the Software solely by acti ating a machine <br /> containing the Software. Licensee may make one copy of Software to be used solely r archival, back- <br /> up, or disaster recovery purposes; provided that Licensee may not operate that copy f the Software at <br /> the same time as the original Software is being operated. Licensee may make as m ny copies of the <br /> Documentation as it may reasonably require for the internal use of the Software. <br /> 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will n t enable or allow <br /> any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated <br /> Product; or(ii)copy onto or transfer Software installed in one unit of a Designated Prod ct onto one other <br /> device. Licensee may temporarily transfer Software installed on a Designated Product o another device <br /> if the Designated Product is inoperable or malfunctioning, if Licensee provides written otice to Motorola <br /> of the temporary transfer and identifies the device on which the Software is transfe ed. Temporary <br /> transfer of the Software to another device must be discontinued when the original Desi nated Product is <br /> returned to operation and the Software must be removed from the other device. Licen ee must provide <br /> prompt written notice to Motorola at the time temporary transfer is discontinued. <br /> 4.4. When using Motorola's Radio Service Software ("RSS"), Licensee must pur ase a separate <br /> license for each location at which Licensee uses RSS. Licensee's use of RSS at a licen ed location does <br /> not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each <br /> licensed location. Licensee shall provide Motorola with a list of all locations at which icensee uses or <br /> intends to use RSS upon Motorola's request. <br /> 4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, <br /> accurate records relating to this license grant to verify compliance with this Agreement Motorola or an <br /> independent third party("Auditor") may inspect Licensee's premises, books and records, upon reasonable <br /> prior notice to Licensee, during Licensee's normal business hours and subject to Licen ee's facility and <br /> security regulations. Motorola is responsible for the payment of all expenses and cos s of the Auditor. <br /> Any information obtained by Motorola and the Auditor will be kept in strict confidence by otorola and the <br /> StarCom CSA_05.09.13.doc 14 <br /> Motorola Contract No. <br />
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