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Home My WebLink About20061670.tiff RESOLUTION RE: APPROVE COMMUNICATIONS PRODUCT AGREEMENT AND AUTHORIZE CHAIR TO SIGN - MOTOROLA, INC. WHEREAS,the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS,the Board has been presented with a Communications Product Agreement between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Weld County Regional Communications Department,and Motorola, Inc.,commencing upon full execution,with further terms and conditions being as stated in said agreement, and WHEREAS,after review,the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW,THEREFORE,BE IT RESOLVED by the Board of County Commissioners of Weld County,Colorado,that the Communications Product Agreement between the County of Weld,State of Colorado, by and through the Board of County Commissioners of Weld County,on behalf of the Weld County Regional Communications Department, and Motorola, Inc., be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolutionwas,on motion duly made and seconded,adopted by the following vote on the 21st day of June, A.D.,-2006. >/*IN !! . k I. BOARD OF C UNTY COMMISSIONERS WELD CO , COLORADO ATTEST: elle, air Weld County Clerk to the = 4 �� : "�� David E. Long, Pro-Te BY: De ty Cle to the Board EXCUSED W liam H. Jerke APPR AS T _.-------2�-_ Robe D. asd n i my A torney l I t qcti2 Glenn Vaa Date of signature: 2006-1670 CM0016 00 C t..VA 0/1-/ -O to Communications Products Agreement Motorola, Inc. ("Motorola"), and Weld County ("Customer) enter into this "Agreement," pursuant to which Customer will purchase and Motorola will sell the Products, as described below. Seller 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 the exhibits will be resolved in their listed order. Exhibit A Motorola"Software License Agreement" Exhibit B `Technical and Implementation Documents" B-1 "List of Prducts" 3/20/2006 B-2 "System Description_ 3/20/2006 B-3 "Equipment List" 3/20/2006 B-4 "Statement of Work" dated 3/20/2006 B-5 "Pricing Summary dated 3/20/2006 Exhibit C "Payment Schedule" dated: _3/20/2006 Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: 2.1. "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. 2.2. "Contract Price" means the price for the Products, excluding applicable sales or similar taxes and freight charges. 2.3. "Effective Date" means that date upon which the last Party executes this Agreement. 2.4. "Equipment" means the equipment listed in the List of Products that Customer purchases from Motoro'a under this Agreement. 2.5. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Pary'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). 2.6. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software infringes upon the third party's United States patent or copyright. 2.7. "Motorola Software" means Software that Motorola or its affiliated company owns. 2.8. "Non-Motorola Software" means Software that another party owns. CPA.FINAL.Set.1.10.05.revision.doc 1 Motorola Contract No. 2006-1670 2.9. "Open Source Software" (also called"freeware" or"shareware") means software that has its underlying source code freely available to evaluate, copy, and modify. 2.10. "Products" mean the Equipment and Software provided by Motorola under this Agreement. 2.11. "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. 2.12. "Software" means the Motorola Software and Non-Motorola Software in object code format that is furnished with the Products. 2.13. 'Warranty Period" means one(1) year from the date of shipment of the Products. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide and install (if applicable) the Products, 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. 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 expiration of the Warranty Period or three (3) years from the Effective Date, whichever occurs last. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. During the Term of this Agreement, Customer may order additional Equipment or Software if it is then available. Each 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, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Payment is due within twenty(20) days after the invoice date, and 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 http://www.motorola.com/businessandgovernment/ and the MOL telephone number is (800) 814-0601. 3.5. MAINTENANCE SERVICE. This Agreement does not cover maintenance or support of the Products except as provided under the warranty. If Customer wishes to purchase maintenance or support, Motorola will provide a separate maintenance and support proposal upon request. 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 CPA.FINAL.Set.1.10.05.revision.doc 2 Motorola Contract No. 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. 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 If this Agreement includes the performance of services, the Statement of Work will describe the performance schedule. Section 5 CONTRACT PRICE, PAYMENT, AND INVOICING 5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $231,631.00 5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer for Products when they are shipped and for services, if applicable, when they are performed. Customer will make payments to Motorola within thirty(30) 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 Customer's reference, the Federal Tax Identification Number for Motorola, 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: The city which is the ultimate destination where the Equipment will be delivered to Customer is: The Equipment will be shipped to the Customer at the following address (insert if this information is known): CPA.FINAL.Set.1.10.05.revision.doc 3 Motorola Contract No. Customer may change this information by giving written notice to Motorola. Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. If Motorola is providing installation or other services, Customer will provide all necessary construction and building permits, licenses, and the like; and access to the work sites or vehicles as reasonably requested by Motorola so that it may perform its contractual duties. 6.2. SITE CONDITIONS. If Motorola is providing installation or other services at Customer's sites, Customer will ensure that these work sites 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; electrical power outlets, distribution and equipment and telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the Products. Section 7 ACCEPTANCE Acceptance of the Products will occur upon delivery to Customer unless the Statement of Work provides for acceptance verification or testing, in which case acceptance of the Products will occur upon successful completion of the acceptance verification or testing. Notwithstanding the preceding sentence, Customer's use of the Products for their operational purposes will constitute acceptance. Section 8 REPRESENTATIONS AND WARRANTIES 8.1. 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. 8.2. 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 that are applicable to the Motorola Software. 8.3. 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. 8.4. 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 CPA.FINAL.Set.1.10.05.revision.doc 4 Motorola Contract No. product is warranted for the balance of the original applicable Warranty Period. All replaced products or parts will become the property of Motorola. • 8.5. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the Products for commercial, industrial, or governmental use only, and are not assignable or transferable. 8.6. 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 9 DELAYS 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. Section 10 DISPUTES 10.1. SETTLEMENT PREFERRED. The Parties will attempt to settle any dispute arising from this Agreement (except for a claim relating to intellectual property or breach of confidentiality) through consultation and a spirit of mutual cooperation. The dispute will be escalated to appropriate higher-level managers of the Parties, if necessary. If cooperative efforts fail, the dispute will be mediated by a mediator chosen jointly by the Parties within thirty days after notice by one of the Parties demanding non- binding mediation. The Parties will not unreasonably withhold their consents to the selection of a mediator, will share the cost of the mediation equally, may postpone mediation until they have completed some specified but limited discovery about the dispute, and may also replace mediation with some other form of non-binding alternative dispute resolution ("ADR"). 10.2. LITIGATION. A Party may submit to a court of competent jurisdiction in the state in which the Products are delivered any claim relating to intellectual property or a breach of confidentiality provisions and any dispute that cannot be resolved between the Parties through negotiation or mediation within two (2) months after the date of the initial demand for non-binding mediation. Each Party consents to jurisdiction over it by that court. The use of ADR procedures will not be considered under the doctrine of 'aches, waiver, or estoppel to affect adversely the rights of either Party. Section 11 DEFAULT AND TERMINATION 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 the 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. If the non-performing Party fails to cure the default, the performing Party may terminate any unfulfilled portion of this Agreement and recover damages as permitted by law and this Agreement. Section 12 PATENT AND COPYRIGHT INFRINGEMENT INDEMNIFICATION CPA.FINAL.Set.1.10.05.revision.doc 5 • Motorola Contract No. 12.1. Motorola will defend at its expense any suit brought against Customer to the extent that it is based on an Infringement Claim, and Motorola will indemnify Customer for those costs and damages finally awarded against Customer for an 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. 12.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense procure for Customer the right to continue using the Equipment or Motorola Software, replace or modify it so that it becomes non-infringing while providing functionally equivalent performance, or grant Customer a credit for the Equipment or Motorola Software as depreciated and accept its return. The depreciation amount will be calculated based upon generally accepted accounting standards for such Equipment and Motorola Software. 12.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon the combination of the Equipment or Motorola Software with any software, apparatus or device not furnished by Motorola; the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Equipment or Motorola Software; any Equipment that is not Motorola's design or formula; a modification of the Motorola Software by a party other than Motorola; or the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. The foregoing states the entire liability of Motorola with respect to infringement of patents and copyrights by the Equipment, Motorola Software, or any of their parts. Section 13 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 14 CONFIDENTIALITY AND PROPRIETARY RIGHTS 14.1. 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 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 such 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 CPA.FINAL.Set.1.10.05.revision.doc 6 Motorola Contract No. limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. • 14.2. 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, 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 15 GENERAL 15.1. TAXES. The Contract Price does not include 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. 15.2. ASSIGNABILITY AND SUBCONTRACTING. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 15.3 WAIVER. Failure or delay by either Party to exercise any 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. 15.4. 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. 15.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement only 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. 15.6. HEADINGS AND SECTION REFERENCES; CONSTRUCTION. 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. CPA.FINAL.Set.1.10.05.revision.doc 7 Motorola Contract No. 15.7. GOVERNING LAW. This Agreement and the rights and duties of the Parties will be governed by and interpreted in accordance with the laws of the State in which the Products are delivered. 15.8. 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. 15.9. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either delivered personally 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: Customer Weld County/Greeley PD Motorola, Inc. Attn: Juan Cruz Attn: Contracts Manager/GEMS 919 7th Street 6450 Sequence Drive Greeley, CO 80631 San Diego, CA 92121 fax: fax: 858-404-2562 15.10. 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. 15.11. 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 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. 15.12. 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 9.7 (Disclaimer of Implied Warranties); Section 10 (Disputes); Section 13 (Limitation of Liability); Section 14 (Confidentiality and Proprietary Rights; and all of the General terms in this Section 15. The Parties hereby enter into this Agre ent as of the Effective Date. Motorola, Inc. Customer By: By: Name: RRVM — Name: • ei e Title: E$ LES Title: Chair, Board of County Commissioners Date: Date: 06/21/2006 CPA.FINAL.Set.1.10.05.revision.doc 8 Motorola Contract No. © MOTOROLA March 20, 2006 Captain Juan Cruz Greeley Police Department 919 7th Street Greeley, Colorado 80631 RE: CWIN DTR FT LUPTON TRI AREA SITE Dear Captain Cruz Motorola Inc., by and through its Government, Enterprise and Mobility Solutions ("Motorola"), is pleased to have the opportunity to provide Weld County with quality communications equipment and services. The Motorola project team has taken great care to propose a solution that will meet your needs and provide unsurpassed value. To best meet the functional and operational specifications of this solicitation, Motorola's solution includes a combination of hardware, software, and services. Specifically, this solution provides: • 5- STR3000 700 MHz repeaters • 1- 20KW propane generator with tank • 1- MOSCAD Alarm and Control Equipment • 1- PSC 9600 Controller and Networking Equipment • 1- 48VDC Power System with battery backup • 1- Antenna System • Installation and Integration to the State DTR System This proposal consists of this cover letter and the Communications Product Agreement, together with its Exhibits. This proposal shall remain valid for a period of 90 days from the date of this cover letter. Weld County may accept the proposal by delivering to Motorola the CPA signed by the County. Alternatively, Motorola would be pleased to address any concerns the County may have regarding the proposal. Any questions can be directed to Bob Scott, Account Manager at 303-689-2862. We thank you for the opportunity to furnish Weld County with "best in class" solutions and we hope to strengthen our relay nship by implementing this project. Our goal is to provide you with the best prod s and ser .ces available in the communications industry. Sincerely MOTO A, INC. fy . r, y p CEI ice Pre. .ent, Sales otor• a, Inc., I overnment & Enterprise Mobility Solutions Motorola.Inc..Government 8 Enterprise Mobility Solutions 9800 Mount Pyramid Ct..Ste.200.Englewood CO 80112 11.S.A. Tar. r1 303 689 2800 Fax.+1 303 689 2900 EIAF#5118 -Weld County-Southeast Transmitter-WIN Contract Routing# OO4$3 Vendor# $yt0000 13 S CFDA#N/A GRANT CONTRACT ENERGY AND MINERAL IMPACT ASSISTANCE PROGRAM THIS CONTRACT, made by and between the State of Colorado for the use and benefit of the Department of Local Affairs, 1313 Sherman Street, Denver, Colorado 80203 hereinafter referred to as the State, and the Board of County Commissioners, County of Weld, P.O. Box 758, Greeley, Colorado 80632, hereinafter referred to as the Contractor. WHEREAS, authority exists in the law and funds have been budgeted, appropriated and otherwise made available and a sufficient unencumbered balance thereof remains available for paLnent in Fund Number 152 Appropriation Code Number 127 , Org. Unit FBA2 , GBL 653'f , Contract Encumbrance Number F06S5118 ; and WHEREAS, required approval, clearance and coordination have been accomplished from and with appropriate agencies; and WHEREAS,the State desires to assist political subdivisions of the state and state agencies that are experiencing social and economic impacts resulting from the development, processing, or energy conversion of minerals or mineral fuels; and WHEREAS, pursuant to 39-29-110, C.R.S.,the Local Government Severance Tax Fund has been created,which fund is administered by the Department of Local Affairs, herein referred to as the"Department," through the Energy and Mineral Impact Assistance program; and • WHEREAS, pursuant to section 39-29-110(1)(a) and(b)(I), C.R.S., the Executive Director of the Department is authorized to make grants from the Local Government Severance Tax Fund to those political subdivisions socially or economically impacted by the development, processing, or energy conversion of minerals and mineral fuels for the planning, construction, and maintenance of public facilities and for the provision of public services; and WHEREAS, the Contractor, a political subdivision or state agency eligible to receive Energy and Mineral Impact Assistance funding, has applied to the Department for assistance; and WHEREAS, the Executive Director of the Department desires to distribute said funds pursuant to law; and WHEREAS, the Executive Director wishes to provide assistance in the form of a grant from the Local Government Severance Tax Fund to the Contractor for the Project upon mutually agreeable terms and conditions as hereinafter set forth; NOW THEREFORE, it is hereby agreed that: 1. Scope of Services. In consideration for the monies to be received from the State, the Contractor shall do, perform, and carry out, in a satisfactory and proper manner, as determined by the State, all work elements as indicated in the "Scope of Services," set forth in the attached Exhibit A, herein referred to as the"Project." Costs incurred prior to the date of execution of this Contract by the State Controller or designee shall not be reimbursed by the State unless specifically allowed in the"Project Description, Objectives and Requirements"section of Exhibit A. 2. Responsible Administrator. The performance of the services required hereunder shalt be under the direct supervision of Donald D.Warden an employee or agent of the Contractor, who is hereby designated as the responsible administrator of the Project. At any time the Contractor wishes to change the responsible administrator, the Contractor shall propose and seek the State's approval of such replacement responsible administrator. The State's approval shall be evidenced through a Unilateral Contract Amendment to this contract initiated by the State as set forth in paragraph 8.b)of this Contract. Until such time as the State concurs in the replacement responsible administrator, the State may direct that Project work be suspended. 3. Time of Performance. This Contract shall become effective upon the date of proper execution of this Contract by the State Controller or designee. The Project contemplated herein shall commence as soon as Page 1 of 7 r • practicable after the execution ot this Contract and shall be undertaken and performed as set forth in the'Time of Performance"section of Exhibit A. Expenses incurred by the Contractor in association with the Project prior to execution of this Contract by the State Controller or designee shall not be considered eligible expenditures for reimbursement by the State unless specifically allowed in the"Project Description, Objectives and Requirements" section of Exhibit A. The Contractor agrees that time is of the essence in the performance of its obligations under this Contract and that completion of the Project shall occur no later than the completion date set forth in the"Time of Performance"section of Exhibit A. 4. Authority to Enter into Contract and Proceed with Project. The Contractor assures and warrants that it possesses the legal authority to enter into this Contract. The person signing and executing this Contract on behalf of the Contractor does hereby warrant and guarantee that he/she has full authorization to execute this Contract. In addition, the Contractor represents and warrants that it currently has the legal authority to proceed with the Project. Furthermore, if the nature or structure ot the Project is such that a decision by the electorate is required, the Contractor represents and warrants that it has held such an election and secured the voter approval necessary to allow the Project to proceed. 5. Compensation and Method of Payment: Grant. In consideration for the work and services to be performed hereunder, the State agrees to provide to the Contractor a grant from the Local Government Severance Tax Fund in an amount not to exceed TWO HUNDRED THIRTY-ONE THOUSAND SIX HUNDRED THIRTY-ONE AND XX/100 Dollars ($231,631.00). The method and time of payment of such grant funds shall be made in accordance with the"Payment Schedule"set forth in Exhibit A. 6. Reversion of Excess Funds to the State. a) Any State funds paid to the Contractor and not expended in connection with the Project shall be remitted to the State upon completion of the Project or a determination by the State that the Project will not be completed. Any State funds not required for completion of the Project will be deobligated by the State. b) It is expressly understood that if the Contractor receives funds from this Contract in excess of its fiscal year spending limit, all such excess funds from this Contract shall revert to the State. Under no circumstances shall excess funds from this Contract be refunded to other parties. 7. Financial Management and Budget. At all times from the effective date of this Contract until completion of the Project, the Contractor shall maintain properly segregated accounts of State funds, matching funds, and other funds associated with the Project. All receipts and expenditures associated with the Project shall be documented in a detailed and specific manner, and shall be in accordance with the"Budget" section set forth in Exhibit A. Contractor may adjust individual budgeted expenditure amounts without approval of the State provided that no budget transfers to or between administration budget categories are proposed and provided that cumulative budgetary line item changes do not exceed Twenty Thousand Dollars ($20,000.00), unless otherwise specified in the"Budget" section of Exhibit A. Any budgetary modifications that exceed these limitations must be approved by the State through a Bilateral Contract Amendment as set forth in Paragraph 8.c). 8. Modification and Amendment. a) Modification by Operation of Law. This Contract is subject to such modifications as may be necessitated by changes in federal or state law or requirements. Any such required modifications shall be incorporated into and be part of this Contract as if fully set forth herein. b) Unilateral Amendment. The State may unilaterally modify the following portions of this Contract when such modifications are requested by the Contractor or determined by the State to be necessary and appropriate. In such cases, the Amendment is binding upon proper execution of the Amendment by the State Controller's designee and without the signature of the Contractor. i) Paragraph 2 of this Contract, "Responsible Administrator"; ii) Paragraph 3 of Exhibit A, Scope of Services"Time of Performance"; iii) Paragraph 5 of Exhibit A, Scope of Services"Remit Address"; iv) Paragraph 6 of Exhibit A, Scope of Services"Payment Schedule"; Page 2 of 7 • v) Paragraph 22 of this Contract if applicable, Repayment of Loan, and Exhibit B, Loan Repayment Schedule Contractor must submit a written request to the Department if modifications are required. Amendments to this Contract for the provisions outlined in this Paragraph 8 b. i)through v): Responsible Administrator, Time of Performance, Remit Address, Payment Schedule, or Repayment of Loan and Loan Repayment Schedule can be executed by the State (Exhibit Cl). c) Bilateral Amendment. In the following circumstances, modifications shall be made by an Amendment signed by the Contractor, the Executive Director of the Department and the State Controller's designee. Such Amendments must be executed by the Contractor then the State and are binding upon proper execution by the State Controller's designee. i) unless otherwise specified in the"Budget" section of Exhibit A, when cumulative budgetary line item changes exceed Twenty Thousand Dollars ($20,000.00); ii) unless otherwise specified in the"Budget"section of Exhibit A,when any budget transfers to or between administration budgetary categories are proposed; Hi) when any other material modifications, as determined by the State, are proposed to Exhibit A or any other Exhibits; iv) when additional or less funding is needed and approved and modifications are required to Paragraph 5 of this Contract,"Compensation and Method of Payment'as well as to Exhibit A"Budget"and"Payment Schedule"; v) when there are additional federal or state statutory or regulatory compliance changes in accordance with Paragraph 20 of this Contract. Such Bilateral Amendment may also incorporate any modifications allowed to be made by Unilateral Amendment as set forth in subparagraph 8.b) of this paragraph. Upon proper execution and approval, such Amendment(Exhibit C2)shall become an amendment to the Contract, effective on the date specified in the amendment. No such amendment shall be valid until approved by the State Controller or such assistant as he may designate. All other modifications to this Contract must be accomplished through amendment to the contract pursuant to fiscal rules and in accordance with subparagraph 8 d). d) Other Modifications. If either the State or the Contractor desired to modify the terms of this Contract other than as set forth in subparagraphs b)and c)above, written notice of the proposed modification shall be given to the other party. No such modification shall take effect unless agreed to in writing by both parties in an amendment to this Contract properly executed and approved in accordance with applicable law. Any amendment required per this subparagraph will require the approval of other state agencies as appropriate, e.g. Attorney General, State Controller, etc. Such Amendment may also incorporate any modifications allowed to be made by Unilateral and Bilateral Amendment as set forth in subparagraphs 8.b)or 8.c)of this paragraph. 9. Audit. a) Discretionary Audit. The State, through the Executive Director of the Department, the State Auditor, or any of their duly authorized representatives and the federal government or any of its duly authorized representatives shall have the right to inspect, examine and audit the Contractor's and any subcontractor's records, books, accounts and other relevant documents. For the purposes of discretionary audit, the State specifically reserves the right to hire an independent Certified Public Accountant of the State's choosing. A discretionary audit may be requested at any time and for any reason from the effective date of this Contract until five (5)years after the date of final payment for this Project is received by the Contractor, provided that the audit is performed during normal business hours. b) Mandatory Audit. Whether or not the State or the federal government calls for a discretionary audit as provided above, the Contractor shall include the Project in its annual audit report as required by the Colorado Local Government Audit Law, 29-1-601, et seq, C.R.S., and State implementing rules and regulations. Such audit reports shall be simultaneously submitted to the Department and the State Auditor. Thereafter, the Contractor shall supply the Department with copies of all correspondence from the State Auditor related to the relevant audit report. If the audit reveals evidence of non-compliance with Page 3 of 7 • applicable requirements, the Department reserves the right to institute compliance or other appropriate proceedings notwithstanding any other judicial or administrative actions filed pursuant to 29-1-607 or 29- 1-608, C.R.S. 10. Conflict of Interest. The Contractor shall comply with the provisions of 18-8-308 and 24-18-101 through 24-18-109, C.R.S. 11. Contract Suspension. If the Contractor fails to comply with any contractual provision, the State may, after notice to the Contractor, suspend the Contract and withhold further payments or prohibit the Contractor from incurring additional obligations of contractual funds, pending corrective action by the Contractor or a decision to terminate in accordance with provisions herein. The State may determine to allow such necessary and proper costs which the Contractor could not reasonably avoid during the period of suspension provided such costs were necessary and reasonable for the conduct of the Project. 12. Contract Termination. This Contract may be terminated as follows: a) Termination Due to Loss of Funding. The parties hereto expressly recognize that the Contractor is to be paid, reimbursed, or otherwise compensated with funds provided to the State for the purpose of contracting for the services provided for herein, and therefore, the Contractor expressly understands and agrees that all its rights, demands and claims to compensation arising under this Contract are contingent upon receipt of such funds by the State. In the event that such funds or any part thereof are not received by the State, the State may immediately terminate or amend this Contract. b) Termination for Cause. If, through any cause,the Contractor shall fail to fulfill in a timely and proper manner its obligations under this Contract, or if the Contractor shall violate any of the covenants, agreements, or stipulations of this Contract, the State shall thereupon have the right to terminate this Contract for cause by giving written notice to the Contractor of such termination and specifying the effective date thereof, at least twenty(20) days before the effective date of such termination. In that event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports or other material prepared by the Contractor under this Contract shall,at the option of the State, become its property, and the Contractor shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. Notwithstanding the above, the Contractor shall not be relieved of liability to the State for any damages sustained by the State by virtue of any breach of the Contract by the Contractor, and the State may withhold any payments to the Contractor for the purpose of offset until such time as the exact amount of damages due the State from the Contractor is determined. c) Termination for Convenience. The State may terminate this Contract at any time the State desires. The State shall effect such termination by giving written notice of termination to the Contractor and specifying the effective date thereof, at least twenty(20)days before the effective date of such termination. All finished or unfinished documents and other materials as described in subparagraph 12.b) above shall, at the option of the State, become its property. If the Contract is terminated by the State as provided herein, the Contractor will be paid an amount which bears the same ratio to the total compensation as the services actually performed bear to the total services of the Contractor covered by this Contract, less payments of compensation previously made; provided, however, that if less than sixty percent(60%)of the services covered by this Contract have been performed upon the effective date of ' such termination, the Contractor shall be reimbursed (in addition to the above payment)for that portion of the actual out-of-pocket expenses(not otherwise reimbursed under this Contract) incurred by the Contractor during the Contract period which are directly attributable to the uncompleted portion of the services covered by this Contract. 13. Integration. This Contract, as written, with attachments and references, is intended as the complete integration of all understandings between the parties at this time and no prior or contemporaneous addition, deletion or modification hereto shall have any force or effect whatsoever, unless embodied in a written authorization or contract amendment incorporating such changes, executed and approved pursuant to paragraph 8 of this Contract and applicable law. 14. Severability. To the extent that this Contract may be executed and performance of the obligations of the parties may be accomplished within the intent of the Contract, the terms of this Contract are severable, and should any term or provision hereof be declared invalid or become inoperative for any reason, such invalidity or failure shall not affect the validity of any other term or provision hereof. The waiver of any breach of a term hereof shall not be construed as waiver of any other term nor as waiver of a subsequent breach of the same term. Page 4 of 7 15. Binding on Successors. Except as herein otherwise provided, this agreement shall inure to the benefit of and be binding upon the parties, or any subcontractors hereto, and their respective successors and assigns. 16. Assignment. Neither party, nor any subcontractors hereto,may assign its rights or duties under this Contract without the prior written consent of the other party. No subcontract or transfer of Contract shall in any case release the Contractor of responsibilities under this Contract. 17. Survival of Certain Contract Terms. Notwithstanding anything herein to the contrary, the parties understand and agree that all terms and conditions of this Contract and the exhibits and attachments hereto which may require continued performance or compliance beyond the termination date of the Contract shall survive such termination date and shall be enforceable by the State as provided herein in the event of such failure to perform or comply by the Contractor or its subcontractors. 18. Successor in Interest. In the event the Contractor is an entity formed under intergovernmental agreement and the project is for the acquisition, construction or reconstruction of real or personal property to be used as a public facility or to provide a public service,the Contractor warrants that it has established protections that ensure that, in the event the Contractor entity ceases to exist, ownership of the property acquired or improved shall pass to a constituent local government or other eligible governmental successor in interest, or other successor if specifically authorized in Exhibit A, so that the property can continue to be used as a public facility or to provide a public service. 19. Non-Discrimination. The Contractor agrees to comply with the letter and the spirit of all applicable state and federal laws and requirements with respect to discrimination and unfair employment practices. 20. Compliance with Applicable Laws. At all times during the performance of this Contract, the Contractor shall strictly adhere to all applicable Federal and State laws that have been or may hereafter be established. 21. Order of Precedence. In the event of conflicts or inconsistencies between this contract and its exhibits or attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: A. Colorado Special Provisions • B. Contract C. The Scope of Services, Exhibit A Page 5 of 7 -- T' .{C (fis qte, ��i, ;1 4 p. • (For Use Only with Inter-Governmental Contracts) 1. CONTROLLER'S APPROVAL.CRS 24-30-202(1) This contract shall not be deemed valid until it has been approved by the Controller of the State of Colorado or such assistant as he may designate. 2. FUND AVAILABILITY.CRS 24-30-202(5.5) Financial obligations of the State o f Colorado payable after the current f iscal y ear are contingent upon funds for that purpose being appropriated,budgeted,and otherwise made available. 3. INDEMNIFICATION. To the extent authorized by law, the contractor shall indemnify,save,and hold harmless the State against any and all claims,damages, liability and court awards including costs,expenses,and attorney fees incurred as a result of any act or omission by the Contractor,or its employees,agents,subcontractors,or assignees pursuant to the terms of this contract. No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions for the parties, of the Colorado Governmental Immunity Act, CRS 24-10-101 et seq. or the Federal Tort Claims Act,28 U.S.C.2671 et seq.as applicable,as now or hereafter amended. 4. INDEPENDENT CONTRACTOR. 4 CCR 801-2 THE CONTRACTOR SHALL PERFORM ITS DUTIES HEREUNDER AS AN INDEPENDENT CONTRACTOR AND NOT AS AN EMPLOYEE.NEITHER THE CONTRACTOR NOR ANY AGENT OR EMPLOYEE OF THE CONTRACTOR SHALL BE OR SHALL BE DEEMED TO BE AN AGENT OR EMPLOYEE OF THE STATE.CONTRACTOR SHALL PAY WHEN DUE ALL REQUIRED EMPLOYMENT TAXES AND INCOME TAX AND LOCAL HEAD TAX ON ANY MONIES PAID BY THE STATE PURSUANT TO THIS CONTRACT.CONTRACTOR ACKNOWLEDGES THAT THE CONTRACTOR AND ITS EMPLOYEES ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS THE CONTRACTOR OR THIRD PARTY PROVIDES SUCH COVERAGE AND THAT THE STATE DOES NOT PAY FOR OR OTHERWISE PROVIDE SUCH COVERAGE.CONTRACTOR SHALL HAVE NO AUTHORIZATION,EXPRESS OR IMPLIED,TO BIND THE STATE TO ANY AGREEMENTS,LIABILITY,OR UNDERSTANDING EXCEPT AS EXPRESSLY SET FORTH HEREIN.CONTRACTOR SHALL PROVIDE AND KEEP IN FORCE WORKERS' COMPENSATION(AND PROVIDE PROOF OF SUCH INSURANCE WHEN REQUESTED BY THE STATE)AND UNEMPLOYMENT COMPENSATION INSURANCE IN THE AMOUNTS REQUIRED BY LAW,AND SHALL BE SOLELY RESPONSIBLE FOR THE ACTS OF THE CONTRACTOR, ITS EMPLOYEES AND AGENTS. 5. NON-DISCRIMINATION. The contractor agrees to comply with the letter and the spirit of all applicable state and federal lapis respecting discrimination and unfair employment practices. 6. CHOICE OF LAW The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation,execution,and enforcement of this contract.Any provision of this contract,whether or not incorporated herein by reference,which provides for arbitration by any extra-judicial body or person or which is otherwise in conflict with said laws, rules, and regulations shall be considered null and void. Nothing contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole or in part shall be valid or enforceable or available in any action at law whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision will not invalidate the remainder of this contract to the extent that the contract is capable of execution. At all times during the performance of this contract, the Contractor shall strictly adhere to all applicable federal and state laws,rules,and regulations that have been or may hereafter be established. 7. SOFTWARE PIRACY PROHIBITION Governors Executive Order D 002 00 No State o r other public funds payable under this Contract shall be used for the a cquisition,operation,o r maintenance of computer software in violation of United States copyright laws or applicable licensing restrictions.The Contractor hereby certifies that,for the term of this Contract and any extensions,the Contractor has in place appropriate systems and controls to prevent such improper use of public funds.If the State determines that the Contractor is in violation of this paragraph, the State may exercise any remedy available at law or equity or under this Contract, including, without limitation, immediate termination of the Contract and any remedy consistent with United States copyright laws or applicable licensing restrictions. 8. EMPLOYEE FINANCIAL INTEREST. CRS 24-18-201 &CRS 24-50-507 The signatories aver that to their knowledge, no employee of the State of Colorado has any personal or beneficial interest whatsoever in the service or property described herein. Effective Date:August 1,2005 Page 6 of 7 THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT CONTRACTOR: STATE OF COLORADO: BILL OWENS, GOVERNO BOARD OF COUNTY COMMISSIONERS, COUNTY OF WELD, COLORADO By 11 Legal Name of Contracting Entity Michael L.1asley, Executiv irector 846000813 Department of Local Affairs Social Security Number or FEIN Cu}` k(/� PRE-APPROVED FORM CONTRACT REVIEWER: Signature of Authorized Officer W1 \ �Mt1M *- 3�Q�-e CHAIR Print Name &Title of Authorized Officer CORPORATIONS: (A corporate attestation is required.) ��-Attest (Seal) By Y//��-� (Corpora Secretary or quiva ent,or Town/City/County Clerk) (Place corporate seal here,if available) ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until the State C ontroller, or such assistant a s he may delegate, has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below. If performance begins prior to the date below, the State of Colorado may not be obligated to pay for the goods and/or services provided. STATE CONTROLLER: Leslie M. Shenefelt By Rose M rie Auten, :n troller Department of Local A airs Date /O13/105 Effective Date: August 1, 2005 Page 7 of 7 EXHIBIT A SCOPE OF SERVICES r � • EIAF#5118-Weld County-Souttn.ast Transmitter-WIN EXHIBIT A SCOPE OF SERVICES 1. PROJECT DESCRIPTION, OBJECTIVES AND REQUIREMENTS The Project consists of the installation of a Digital Trunked Radio site at Ft. Lupton. The equipment will be owned by Weld County (Contractor). Through a competitive selection process, Motorola, Inc. has been selected as the vendor for the radio equipment, microwave equipment, towers, building generator and associated equipment. The local government contribution will consist of the tower and building to house the equipment. Eligible expenses include but are not limited to Digital Trunked Radio equipment, microwave equipment, security fencing, and air conditioning with hardware. Energy and Mineral Impact Assistance funds in the amount of TWO HUNDRED THIRTY-ONE THOUSAND SIX HUNDRED THIRTY-ONE AND XX/100 Dollars($231,631.00)are provided under this Contract to finance Project costs. The Contractor is expected to provide ZERO AND XX/100 ---- Dollars ($00.00 ) in Project financing, and, in any event, is responsible for all Project cost in excess of TWO HUNDRED THIRTY-ONE THOUSAND SIX HUNDRED THIRTY-ONE AND XX/100 Dollars ($231,631.00). Copies of any and all contracts entered into by the Contractor in order to accomplish this Project shall.be submitted to the Department of Local Affairs upon request, and any and all contracts entered into by the Contractor or any of its subcontractors shall comply with all applicable federal and Colorado state laws and shall be governed by the laws of the State of Colorado notwithstanding provisions therein to the contrary. Contractor agrees to acknowledge the state Department of Local.Affairs in any and all materials or events designed to promote or educate the public about the project, including but not limited to: press releases, newspaper articles, op-ed pieces, press conferences, presentations and brochures/pamphlets. 2. ENERGY AND MINERAL IMPACT There are more than 12,000 oil and gas wells in Weld County. 3. TIME OF PERFORMANCE The Project shall commence upon the full and proper execution of this Contract and shall be completed on or before August 31, 2006 . However, in accordance with paragraph 8.b. or 8.c. contained within the main body of this Contract, the Project time of performance may be extended by a Contract Amendment. To initiate this process, a written request shall be submitted to the State by the Contractor at least thirty(30) days prior to August 31, 2006 and shall include a full justification for the time extension. Page 1 of 2 EIAF#5118 -Weld County-Southeast Transmitter-WIN 4. BUDGET Revenues Expenditures Energy/Mineral Impact-GRANT $231.631 Equipment and Installation $231.631 Total $231,631 Total $231,631 5. REMIT ADDRESS: (Address to where payments are to be sent) P.O. Box 758 Greeley, CO 80632 6. PAYMENT SCHEDULE Grant Payments $208,631 Interim payments reimbursing the Contractor for actual expenditures made in the performance of this Contract. Payments shall be based upon properly documented financial and narrative status reports detailing expenditures made to date. r 23.000 Final payment to be made upon the completion of the Project and submission of final financial and narrative status reports documenting the expenditure of all Energy/Mineral Impact Assistance funds for which payment has been requested. $231,631 Total 7. CONTRACT MONITORING The State shall monitor this Contract on an as-needed basis. 8. REPORTING SCHEDULE At the time Contractor initiates payment requests, the Contractor shall submit financial and narrative status reports detailing Project progress and properly documenting all to-date expenditures of Energy and Mineral Impact Assistance funds. Page 2 of 2 EXHIBIT Cl EIAF# - (Insert Pro Title) EXHIBIT Cl Contract Routing# Encumbrance# Vendor# (for Remit Address) APPR GBL CEDA# N/A Unilateral Amendment# of T 4.e of Contract—Grant/ . ;_ . "rhr.if..an Between Colorado De aliment of Local Affairs and G rt ame d Address State Executed Contract Modificatio • ce state sig e ge only) A. Modifications to Contract Boilerplate Responsible Administrator: Del' 's r- and insert i th- eo ew"Responsible Administrator". Repayment of Loa - ',z ete cu H. 2." - F lieu of new `:22. B. Modifications to Exhibit ?e o Time of Pe ' , once: 1 • -e -• is -d by dele ;, Sate" and inserting in lieu thereof" 1. ,a ". Re Addre • -te cur It d• an. -- ' in lieu thereo ew"Remit Address ment Sch_,- to cu 7 n m- edule"a i e rg i treat new"Payment Schedule". C. Mo. o E ; :, Re 4,, ent Schedul • - De -. ,t L. , Rep- : edule and ins lieu of new Loan Repayment Schedule. All of t`t-. terms : c. '•ns of the Origin ain unchanged except for those terms and conditions modifies c this a -nt# and all pr io amendments. Both parties also expressly understand that this Ame -. :; s incorporat-s ' • dila a rig' I Contract. Review by: .,0 Department of Local Affairs Pre-approved Form Contract Reviewer Michael L. Beasley, Executive Director ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until the State Controller, or such assistant as he may delegate, has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below. If performance begins prior to the date below, the State of Colorado may not be obligated to pay for the goods and/or services provided. STATE CONTROLLER: Leslie M. Shenefelt By Rose Marie Auten, Controller Department of Local Affairs Date: EXHIBIT C2 EIAF# - (Insert Pr t Title) EXHIBIT C2 Contract Routing# Encumbrance# Vendor# emit Address) • Ii1J ::... GBL CFD•'= N/A Bilateral Amendment# of T •e of Co• . Grant/L. a .__; Loan Between Colorado De•artment of Local nd Grantee a ?ad Address State and Contractor Execut- n= state and • "r s r nature page) A. Modifications to Contract Boilerp Compensation and ,u-t;=od of ' ., :_ t: "Compensation an• i of Pa 'n th= < Cont - odifi •y , . `g " Amount " and inserting i lieu there • \ • nt esponsib dminist . o ' t This 's name an in lieu thereof new Responsible inistrat• Co liance 'iiiii •licabl: a ' ra• #25 .'' pliance with licable Laws" in the Original Contr t is m. n #allows. ncl -xist . = age"is rise "and the revised language. nt of , e cu ',nt"# -." and insert in I`_Sa'lt a #22". B. Mod! i Ex`=s,•it A, - ' ' ervices. Pr ct.De ti ,, !bjectives and 0 "1. Project Description, Objectives, and Req ment ,.,.,-ction A." is moo' led fo s: Include existing language "is revised to read" and the revis e. r' .) Energy nd Mineral Impac nergy and Mineral Impact" is modified by deleting current Energy and Mineral Impact and inserting Energy and Mineral Impact. Time of Performance: 'Time of Performance" is modified by deleting current Date and inserting new Date. Budget: 4. "Budget" is modified by deleting the current Budget and inserting new Budget. Remit Address: 5. "Remit Address"is modified by deleting the current Remit Address and inserting new Remit Address. Payment Schedule: 6. "Payment Schedule" is modified by deleting current Payment Schedule and inserting new Payment Schedule. Contract Monitoring: 7. "Contract Monitoring" is modified by deleting current Contract Monitoring and inserting new Contract Monitoring. Reporting Schedule: 8. "Reporting Schedule is modified by deleting current Reporting Schedule and inserting new Reporting Schedule. C. Modifications to Exhibit B, Loan Repayment Schedule: Delete current"Exhibit B Loan Repayment Schedule and insert new"Exhibit B Loan Repayment Schedule. All of the terms and conditions of the Original Contract remain unchanged except for those terms and conditions modified by this Amendment# and all previous amendments. Both parties also expressly understand that this Amendment# is incorporated into the Original Contract. EIAF#_- (Insert Pr t Title) THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT CONTRACTOR: STATE OF COLORADO: BILL OWENS,GOVERNOR By Legal Name of Contracting Entity MiCfl ea a Executive Director Depart f cal Affairs Social Security Number or FEIN PROVED FO T C EVIEWER: Signature of Authorized Officer By Print Name&Title of A ized Officer C 0 ONS: (A c rate se r attest fired.) 0 401.- 9: Al Oki Attest(Sea y r to Secretary , *.)own/City/County Clerk) 44' iiii ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS 24-30-202 requires that the State Controller approve all state contracts. This contract is not valid until the State Controller, or such assistant as he may delegate, has signed it. The contractor is not authorized to begin performance until the contract is signed and dated below. If performance begins prior to the date below,the State of Colorado may not be obligated to pay for the goods and/or services provided. STATE CONTROLLER: Leslie M. Shenefelt By Rose Marie Auten, Controller Department of Local Affairs Date Effective Date:August 1,2005 0 MOTOROLA ,n rrsh'g(ncI Ltnv yWh("r, r COLORADO'S WIRELESS INTEROPERABILITY NETWORK (CWIN) FORT LUPTON TRI AREA March 20, 2006 DATA RESTRICTIONS This proposal is considered Motorola confidential and proprietary. The proposal is submitted with the restriction that it is to be used for evaluation purposes only, and is not to be disclosed publicly or in any manner to anyone other than those employed by the Weld County required to evaluate this proposal without the express permission of Motorola. MOTOROLA and the Stylized M Logo are registered in the U.S. Patent & Trademark Office. All other product or service names are the property of their respective owners. ©Motorola, Inc.2005 MOTOROLA, INC. 6450 Sequence Drive San Diego, CA 92121 1 a � Table of Contents �w. I= : '. ky sr Y TABLE OF CONTENTS 1. SYSTEM DESCRIPTION 1 1.1 INTRODUCTION 1 1.2 DTR SYSTEM CONFIGURATION 1.3 ASTRO 25 4 1.4 PURPOSE AND SCOPE 4 1.5 ASTRO 25 OVERVIEW 4 1.6 BENEFITS 4 1.6.1 Creates Multiple Agency Interoperahilit-v 4 1.6.2 Expands Coverage Area 4 1.6.3 Efficient Use of System Resources 4 1.6.4 Ease of Use 5 1.6.5 Accommodates Changes in Operational Boundaries 5 1.6.6 Allows Operational Consolidation 5 1.6.7 Reliability 5 1.7 ASTRO 25 SYSTEM DIAGRAM 6 1.8 ASTRO 25 FEATURE OVERVIEW 6 1.8.1 System Features Available at the Network(Wide Area)Level 6 1.9 GENERAL CALL PROCESSING FEATURES 10 1.9.1 Home Zone 10 1.9.2 Busy Handling 10 1.9.3 Talkgroup and Individual Levels 10 1.9.4 Site Scan of Affiliated Talkgroups 11 1.9.5 Site Only Priority Monitor of Affiliated Talkgroups 11 1.9.6 Dynamic Site Assignment 12 1.10 MOBILITY 12 1.10.1 ASTRO 25 Subscriber Affiliation and Deaffiliation 12 1.10.2 Zone to Zone Call Continuation 13 1.11 ASTRO 25 CONSOLES 14 1.11.1 Console Hardware Platforms 14 1.11.2 Console Affiliation and Deaffiliation 15 1.11.3 Console Talkgroup Calls 15 1.11.4 Console Emergency Group Call 15 1.11.5 Emergency Alarms IS 1.11.6 Console Private Call 15 1.11.7 Audio Patch 15 1.11.8 Console Call Alert 16 1.11.9 Console Transmit Priority 16 1.11.10 Logging Recorders 16 1.11.11 Supervisor Enable/Disable 16 1.11.12 Zone Only Console Intercom 16 1.11.13 MultiGroup Call 16 1.11.14 Group Regrouping 17 1.11.15 Parallel Operators 17 1.12 INTEGRATED VOICE AND DATA OPERATION 17 1.13 ASTRO 25 NETWORK MANAGEMENT(NMS)SYSTEMS 18 MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 WELD COUNTY TABLE OF CONTENTS COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FORT LUPTON TRI AREA 1.13.1 NMS System Overview 18 1.13.2 NMS Subsystems 18 1.13.3 User Configuration Subsystem(UCS) 19 1.13.4 ASTRO 25 Zone Manager(A25ZM)Subsystem 22 1.13.5 Integrated Network Management(INM) 24 1.13.6 ASTRO 25 Network 25 2.EQUIPMENT LIST 1 3.STATEMENT OF WORK I 3.1 PHASES AND TASKS 1 3.1.1 Contract/Project Initiation 2 3.1.2 Order Processing 3 3.1.3 Manufacturing 4 3.1.4 Installation 5 3.1.5 Civil Work 6 3.1.6 System Optimization 6 3.1.7 Acceptance Testing 7 3.1.8 Project Finalization 8 3.2 PROJECT DELIVERABLES 8 3.3 RESPONSIBILITIES 10 3.4 SITE REQUIREMENTS AND DESIGN ASSUMPTIONS 13 3.4.1 Site Development and Preparation 14 3.4.2 Interference 16 3.4.3 System Documentation 16 4.ACCEPTANCE TEST PLAN 1 5.PRICING SUMMARY 1 6.TERMS AND CONDITIONS 1 MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 2 \ \ SECTION 1 System Description I \ > 1 . SYSTEM DESCRIPTION 1. 1 INTRODUCTION As an add-on to the Colorado Digital Trunked Radio (DTR) system, Motorola is providing a proposal to add one, 5 channel, 700 MHz ASTRO®25 Repeater site to be located at the Fort Lupton/Tri Area site. 1.2 DTR SYSTEM CONFIGURATION The radio system provided by Motorola for DTR is comprised of system elements described as Repeater sites, Dispatch sites, and the Zone Master Site. The Integration of all these elements into an ASTRO 25 System provides wide area operation with incredible flexibility, features, and operational utility. Once all phases are completed, the system will operate with virtually transparent boundaries, creating homogenous system operation over the entire state of Colorado. The users of this system will enjoy the use of one of the highest performance, premium quality radio networks available today. ASTRO 25 is Motorola's third generation digital trunking radio system. This system will use leading edge technology packet switching infrastructure to route both voice and data based on multicast Internet Protocol. This architecture provides the bandwidth efficiency and extremely wide scalability of packet networks. Voice over packet technology promises vast improvements in large-scale integration of resources and services, making it the network architecture of choice for next generation wireless communications systems. Though our system makes extensive use of packet network architecture, Motorola is committed to the Project 25 standards, including those defining Common Air Interface. All over the air voice, data and control packets will conform to the Project 25 Common Air Interfaces and the trunking protocol standards suite. ASTRO 25 is an integrated network formed by a series of individual trunked radio systems tied together. ASTRO 25 operates in a way that is similar to a cellular network. Both types of networks provide a system where various sites or cells are linked to provide communications while roaming over a large geographic area. ASTRO 25 provides the flexibility to roam transparently from cell to cell, as the system performs an automatic hand-off between cells. WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)Fr.LUPTON TRI AREA The Master Sites contain the ASTRO 25 Zone Controller, Network Management system computers, Embassy audio switch, CENTRACOMTM Gold Gateway, as well as local and wide area networking equipment. This master site equipment controls the entire ASTRO 25 network Wide Area and Zone sites. Each Zone Controller is capable of handling multiple Repeater sites or simulcast cells. The master site will communicate with the repeater sites via digital Ti circuits. The IntelliSite Repeater Site—provides trunking operation with the presence of redundant PSC 9600 ASTRO 25 site controllers and STR3000 700 MHz IntelliSite Repeaters. The PSC will maintain the link and communication to the Zone Controller. It will also control the site's states (wide trunking, site trunking), manage call control functionality when in wide area trunking and provide call processing functionality when in site trunking. The PSC 9600 will be shipped standard in a fully redundant configuration. The redundant PSC 9600 will communicate with the active one at regular short intervals to detect any failures. If the active PSC 9600 should fail the redundant PSC 9600 will pick up all current functionality and state information to maintain continuous operation of the site. The STR 3000 is compatible with Project 25 700 MHz and 800 MHz trunking systems. The base radio incorporates a modular construction with separate modules for—48VDC Input Power Supply, Exciter, Power Amplifier, Receiver and Base Radio Controller. This simplifies repair by allowing modules to be removed and serviced without having to dismantle the entire cabinet. The base radios and Radio Frequency Distribution System (RFDS) are pre-packaged in a single cabinet and are integrated in the factory. This reduces overall time and effort by simplifying site planning and installation. The STR 3000 supports a total of 6 base radios in a cabinet. Audio, Network Management information and control data from each of the IntelliSites is forwarded through the site router to the Master Site. Calls are then processed within the Master Site and routed through the IP network to associated sites. The processed call information is multicasted and transmitted at the sites where the talkgroup is registered. Channels are keyed only at sites where field units belonging to the talkgroup initiating the call exist. Equipment at the Master Site sorts radio calls by talkgroup assuring that users are free from interference caused by unrelated radio calls originating from other agencies operating on the system. The dynamic channel assignment process is managed by the Zone Controller. Radio calls are not sent to sites unless there are field units registered at those sites. Channel resources are used with the most efficiency possible in a Motorola system. The following equipment is being proposed: Fort Lupton/Tri Area Site -The repeater site proposed as an add-on to the DTR system will include the following equipment: MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 2 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA 1. Five 700 MHz STR 3000 Repeater Stations—Equipped to operate using -48 VDC power. This equipment will be housed in an 83" high, open faced, cabinet that includes a 24 port receiver multicoupler and 6 channel transmit combiner. 2. MOSCAD Alarm and Control Equipment - This equipment will be powered by -48 VDC. 3. PSC 9600 Controller— Supplied in a redundant configuration - 120 VAC power. 4. Networking Equipment— Site router and Switch - 120 VAC power. 5. 700 Mhz Tower Mounted Preamp—An AutoQuad tower top amplifier has been supplied equipped with a test port. 6. -48 VDC Power system, installed in a 7' rack, designed to operate using 240 VAC. This system is being supplied with battery backup to provide power to the repeaters in the event of a power failure. The batteries will provide 15 minutes of battery back up to ensure that the repeaters remain operational until the site generator comes on line. e'-• 7. Antenna System— Including 9 dB gain omni directional antennas for both transmit and receive sides of the system, 7/8" transmission line and all mounting accessories. There is also a 1/2" test port cable supplied with all mounting accessories. 8. A 20kW outdoor diesel generator is proposed. This generator is specified by the State of Colorado and is the standard used at their DTR sites. The State of Colorado affirms that this generator will handle the building heating and cooling systems, DTR 800 MHz equipment, and microwave equipment at altitudes exceeding 10,000 feet. Reserve capacity exists for several additional pieces of equipment. An engineering review is required if adding exceptionally more equipment to prevent overload. If the County prefers a generator with larger capacity, a separate quote can be provided through the change order system. The connection of this site to the DTR Master site will require a T1 connection. It is the responsibility of Weld County to negotiate the T I connectivity to the master site. Coverage predictions have not been included as part of this proposal as Motorola is making no coverage commitments for this site. There will be no coverage testing performed after the site is installed. MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 3 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA 1.3 ASTRO 25 1.4 PURPOSE AND SCOPE This section is intended to provide an overview of the basic features, functions and capabilities of the DTR ASTRO 25 system. 1.5 ASTRO 25 OVERVIEW ASTRO 25 is a wide area radio network using voice over packet technology to provide interconnection between multiple zones. An ASTRO 25 system operates with virtually transparent boundaries, creating homogeneous system operation over a very large geographical area. ASTRO 25 enhances Zone call processing to create a distributed, expandable platform to meet the long term needs of digital trunking system customers. ASTRO 25 carries over the majority of the Zone level features, while providing additional features and enhancements specific to the needs of a very wide area radio network. 1.6 BENEFITS 1.6.1 Creates Multiple Agency Interoperability The flexibility and wide area coverage allows multiple agency users of an ASTRO 25 system to dynamically interoperate across the entire region. This increases the value of the wide area system by improving inter-agency coordination and productivity. This could be a critical benefit in a disaster situation. 1.6.2 Expands Coverage Area By interconnecting multiple zones, ASTRO 25 substantially expands the potential coverage area, allowing the State of Colorado to implement very wide area radio networks. A very large coverage area, across a state for instance, provides the radio infrastructure support for emergency response, carrier service providers, statewide operational centers, and better disaster preparedness. 1.6.3 Efficient Use of System Resources ASTRO 25 extends the efficiencies of the Zone's Dynamic Site Assignment, which sends audio only to the sites and zones needed to reach target talkgroup members. This allows more conversations to take place with fewer radio channels, keeps the system al MOTOROLAUse or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 4 WELD COUNTY SECTION 1: SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA available for critical calls and reduces the chance of encountering "busies" on the system. A digital ASTRO 25 system utilizes the Common Air Interface (CAI) and carries forward all of the familiar benefits and efficiencies of digital trunking systems. 1.6.4 Ease of Use ASTRO 25 is designed to meet the needs of large radio network users who demand systems that: 1. are based upon open standards 2. are easy to use 3. reduce the need for manual mode changes at site and zone boundaries 4. are easy to expand 5. offer superior network management 1.6.5 Accommodates Changes in Operational Boundaries In most circumstances, radio system boundaries cannot be implemented to coincide exactly with a user's operational boundaries. Expanding the overall coverage area and implementing virtually transparent zone boundaries allows the radio system to fully accommodate the needs of users with dynamic operational requirements. 1.6.6 Allows Operational Consolidation Acquisition, consolidation and budget constraints have created a need for consolidated operational centers and the associated cost reductions. If necessary, ASTRO 25 can enable a single operational center to monitor and control the entire statewide system, reducing staffing, facility, equipment, maintenance and training costs. 1.6.7 Reliability An ASTRO 25 system inherently provides a very high level of system availability. The nature of an IP system allows self-healing with the multiple paths available for message transport. In addition, the system will perform continuous audio and data path testing. There are many built in redundancies in an ASTRO 25 system that will keep the system operational, even if there is a hardware failure. Each Repeater site can have up norono1.I1 Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 5 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA to 4 channels that operate as the control channel. If one fails, another will automatically take over the functionality and the system will continue to operate. Each site has multiple voice channels so that if one fails, the others will provide redundancy. If, in fact, a site were to be rendered inoperative, the loss of only that site would still provide the State's users with coverage throughout the majority of the state. The Zone Controller is a powerful computer that provides call-processing functions and control for the ASTRO 25 network. The zone controller is the "brains" that operates the call processing application. It is the call processing application that determines the site and zone audio assignments and connects the required resources into a single call. To insure uninterrupted call processing, this important element is provided in a fully redundant configuration. To this extent, the ASTRO 25 redundant zone controller network will be comprised of two computer systems and a transfer switch. One controller will be designated as the"active" controller and the other controller will be designated as the "standby" controller. Upon a specific hardware or software failure, a switchover between the active and standby controller will occur. The redundant configuration avoids the typical total system shutdown caused by software failures in a fault tolerant system as the idle controller is in a different "state" than the active one. In addition, the probability of the zone controller experiencing software failures is reduced due to the removal of the complex fault tolerant software. 1.7 ASTRO 25 SYSTEM DIAGRAM See System Diagrams in Detailed Design Plan. 1.8 ASTRO 25 FEATURE OVERVIEW ASTRO 25 release supports the interconnection of multiple zones to provide a single homogeneous system to ASTRO 25 subscribers and console users. 1.8.1 System Features Available at the Network (Wide Area) Level 1.8.1.1 Zone and Port Capacity ASTRO 25 can support up to 64 sites or simulcast cells per Zone Controller. 1.8.1.2 System Addressing The system supports 64,000 unique individual IDs and up to 16,000 unique talkgroup IDs .e—• MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 6 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA r Each zone will have a separate and unique zone (system) ID Site IDs need to be unique within a zone, but not between zones 1.8.1.3 ASTRO CAI Multikey Encryption (Optional) Multikey encryption is available using ASTRO CAI. Keys will be consistently assigned across zone boundaries. An ASTRO 25 talkgroup will have one key assigned for the entire system. Encryption has not been provided as part of the DTR system. If desired, Motorola can provide a quote for unit to unit encryption. 1.8.1.4 Message and Transmission Trunking ASTRO 25 provides the ability of either message or transmission trunking. ASTRO 25 supports a mixture of message and transmission trunking on a talkgroup basis. 1.8.1.5 Group Calls and Services ASTRO 25 supports the following call services across zone boundaries: talkgroup, MultiGroup, Emergency, Private Calls and Call Alerts. An important highlight of ASTRO 25 Call Processing is the support of Zone to Zone Call Continuation across zone boundaries during talkgroup calls. In addition, call continuation is supported while idle on the control channel and while in a busy queue. 1.8.1.6 ASTRO 25 Talkgroup Calls An ASTRO 25 Talkgroup call is a talkgroup call that has affiliated members present in two or more zones. As one of the most basic and important services of the system, users asked for simplification and enhancement identified group call behavior. On the basis of this user feedback, two modified call set up approaches are established for ASTRO 25, "FastStart" and "AllStart." FastStart Call Setup Method "FastStart" is a talkgroup setting that requests a group call setup whether or not all affiliated Talkgroup members are available. This "Automatic Busy Override by Talkgroup" call setup method requires the participation of all affiliated consoles, and critical resources, before the call can begin. As channels at the affiliated talkgroup members' sites become available, they are added to the call in progress. FastStart simplifies the setup of automatic busy override functionality, while reducing the number of busy signals experienced by requesting subscribers. FastStart applies regardless of the number of zones involved in the call. MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 7 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA AllStart Call Setup Method "AllStart" mode operates in the same manner as the default call setup mode used in systems today (Busy Override = "no"). This call setup approach requires that all sites with affiliated talkgroup members and other required resources are available before the call begins. If any required resources are unavailable the system returns a busy response to the subscriber who initiated the talkgroup call. Once the required resources become available, the call is granted. ASTRO 25 MultiGroup Calls A MultiGroup call on an ASTRO 25 system (also referred to as Announcement Call and Fleet Call) simultaneously involves all affiliated members of the associated Talkgroups regardless of their zone affiliation. Either a subscriber radio or a console can initiate an ASTRO 25 MultiGroup call. The MultiGroup must be currently assigned to the console. MultiGroup Scan (zone only) In order to preserve interzone bandwidth for active calls, ASTRO 25 does not .-. pass audio between zones exclusively for a unit that is scanning talkgroup activity in the MultiGroup mode. Therefore this is designated as a "zone only" function such that the monitored talkgroups must be active in the same zone as the scanning unit. ASTRO 25 Emergency Calls Emergency Group Call capability will be provided across the ASTRO 25 system. The emergency call is the highest priority (Priority "1") for all voice channels at all sites with affiliated group members. EmergencyStart Call Setup Method EmergencyStart defines the Emergency call set up method. EmergencyStart uses Priority "1" ignores critical sites and preempts all destination resources needed to immediately start the call. Designated "necessary" resources, such as those needed for monitoring consoles and LOMIs (i.e. logging recorders) must be available before the call can begin. This operation provides additional resources, and must be obtained for monitoring consoles. MOTOROLAUse or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 8 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA Emergency Resource Acquisition Methods ASTRO 25 supports two resource acquisition methods for situations in which there are no available voice channels at the emergency call initiator's site. These two busy override methods are"Top of Queue" and "Ruthless Preemption." The "Top of Queue" method is only available at the initiator's site; resources at participating sites are always ruthless preempted. Top of Queue The system puts an emergency call at the top of the busy queue for a voice channel at the initiator's site. When the next channel becomes available, the emergency call is granted. 1.8.1.7 Ruthless Preemption Instead of waiting for the next available channel, the system "ruthlessly preempts" the voice channel of the lowest priority call at the initiator's site and assigns it to the emergency requester. 1.8.1.8 ASTRO 25 Emergency Alarm The Emergency Alarm function is supported by ASTRO 25. When the user presses the Emergency button, an Emergency Alarm is sent over the control channel. The message includes the initiator's ID and selected emergency talkgroup. The ASTRO 25 system automatically routes the alarms generated by the subscriber and alerts the monitoring console(regardless of zone affiliation) and the Radio Control Manager terminals to an emergency in progress. 1.8.1.9 ASTRO 25 Private Call A Private Call on an ASTRO 25 system is a radio to radio (or console to radio; or radio to console) "individual" call type that can take place across zone boundaries. The destination or "target" radio unit can reside in any zone in the system, such that the zone boundary is transparent to the users. When roaming across a zone boundary during an active Private Call, the roaming ASTRO 25 user must hit the Push To Talk (PTT) to resume the private call. 1.8.1.10 ASTRO 25 Call Alert II ASTRO 25 Call Alert II is a feature that allows a radio or console user to signal a radio. Depending on the type of subscriber unit, the radio may emit an alert tone and display the ID of the caller. This ASTRO 25 feature will operate across zone boundaries. MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 9 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA 1.9 GENERAL CALL PROCESSING FEATURES This section describes a variety of general call processing operation, features and capabilities, including those associated with the Home Zone, Dynamic Site Assignment and Busy Handling. 1.9.1 Home Zone The ASTRO 25 system introduces a system configuration element termed the Home Zone, which will be designated by the system administrator for each subscriber and talkgroup. The Home Zone processing method determines the Controlling Zone for the initiated call and allows for more efficient call processing, interzone traffic, system control. A talkgroup's Home Zone will always be the "Controlling Zone" for that talkgroup's calls regardless of which zone the talkgroup members or group call initiator is currently affiliated. The zone controller in the Controlling Zone is the control device responsible for overall coordination of resources needed for the call. For maximum efficiency, the System Administrator should designate each talkgroup's Home Zone as the zone in which that talkgroup's members are most likely to be affiliated for the greatest percentage of the talkgroup calls. Also, consoles and RCMs monitoring a talkgroup should be connected to the Home Zone of those talkgroups as much as practical. 1.9.2 Busy Handling Busy Handling refers to the collection of features and capabilities that determine the handling of busied call requests. An ASTRO 25 system will continue to process a busy call as long as the busy cannot be granted and regardless of the zone affiliation, such that the user does not need to reinitiate the call. 1.9.3 Talkgroup and Individual Levels ASTRO 25 supports ten levels of priority to be assigned to a Talkgroup or Individual call. The highest priority, Level "1", is reserved for emergency calls. Levels "2" through "10" may be specified, "2" is the highest assignable priority level. Level "10" is the default priority level. These priority levels operate across the entire ASTRO 25 system and are used to determine the assignment of resources when a call request is busied. MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 10 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA 1.9.3.1 Busy Queuing and Call Back An ASTRO 25 system will issue a"busy" to the initiating subscriber, if the resources necessary to grant a call are not available. These resources may reside across multiple zones. The ASTRO 25 system will continuously evaluate busied requests and, when resources become available, the system will issue a callback tone to the initiating subscriber. This feature operates similarly to the Zone level features except for interzone calls. For Interzone calls, InterZone Audio Slots are an additional resource needed to start the call. 1.9.3.2 Recent User Priority (zone only) When equivalent priority calls are in queue, the ASTRO 25 system assigns voice channels at a site, according to recent user priority. However, the Recent User Priority status will not be carried across the zone boundary; it is retained at the zone level. 1.9.3.3 Send Busies Only to Requesting Site Over the air busies for talkgroup calls are only sent to the site requesting service and all sites that are designated Requested for Dispatch. This feature operates across the entire ASTRO 25 system. 1.9.3.4 Critical Sites Using FastStart For talkgroups configured for FastStart busy override operation, the System Administrator may designate any site or sites in the ASTRO 25 system as "critical." The ASTRO 25 system will then ensure that the Critical Sites are included before the talkgroup call can begin. 1.9.4 Site Scan of Affiliated Talkgroups Talkgroup scan will operate off of a single site. A subscriber unit can only scan talkgroups that are affiliated members at the scanning radio's site. Scanning talkgroups across sites can be performed using Requested Site for Dispatch, as described below. 1.9.5 Site Only Priority Monitor of Affiliated Talkgroups Priority Monitor in ASTRO 25 is limited to single site operation. A subscriber unit can perform a Priority Monitor Scan on those talkgroups that have an affiliated member at the scanning radio's site. Priority monitor of a talkgroup across sites can be performed using "Requested Sites for Dispatch" as described below. MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 11 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA 1.9.6 Dynamic Site Assignment Dynamic Site Assignment refers to the system functions that control the processes by which resources are only assigned at sites with affiliated users. This capability helps maximize efficiency. Basic operation of Dynamic Site Assignment will be supported by ASTRO 25. 1.9.6.1 Requested (Mandatory) Sites for Dispatch Requested sites for dispatch specifies, for a particular talkgroup, which sites must be included in the talkgroup call. Requested sites for dispatch allows a radio to monitor (scan) particular talkgroups even when there are no affiliated talkgroup members at the scanning radio's site. Requested sites for dispatch works across zone boundaries. This feature allows the system administrator to control the amount of interzone bandwidth and resources that are designated for scanning users. This feature is for group calls only. No individual calls will be supported. 1.9.6.2 Site Access Control Site Access Control allows system administrators to control the access to sites by individuals and talkgroups. 1.9.6.3 Valid Sites Simply by specifying the valid sites in the Network Management System (NMS), it is possible to restrict a talkgroup from making talkgroup calls at invalid sites. Radios that encounter an "invalid site" will leave the site and continue scanning for another one. The system manager may also restrict an individual from making individual calls at sites not specified as valid. Valid sites may be selected from any zone in the system. "Invalid" sites can be configured to allow Emergency calls from restricted users. 1. 10 MOBILITY This section will encompass the mobility issues that relate directly to the behavior of the system when a subscriber or console operates across a zone boundary. 1.10.1 ASTRO 25 Subscriber Affiliation and Deaffiliation ASTRO 25 Subscriber Affiliation is a process by which the subscriber automatically notifies the system of its radio, site, zone and talkgroup ID. The affiliation process during mode, site, zone and system change allows the system to deaffiliate the user from its previous location and affiliate the user at the new location, preventing "ghost" re, MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 12 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA users from appearing on the system which may cause resources to be assigned unnecessarily. 1.10.1.1 Affiliation Features The ASTRO 25 system maintains Zone level functionality for the following operational cases: • Power Up — Initiates full registration • Enter New Zone—partial registration update • Mode Change— Initiates de-registration from previous talkgroup and registration to new talkgroup • Site Change — Initiates de-registration from previous site and registration at new site regardless of zone location • Power Down— Initiates de-registration from the system • Out of Range/Time-Out Activated De-registration— If a radio shows no activity on the system for a pre-defined period, the radio will be automatically de-registered. This prevents channel resources from being assigned to "ghost" users who are no longer in range of the system. 1.10.2 Zone to Zone Call Continuation ASTRO 25 Zone to Zone Call Continuation refers to automatic call "hand-off" across zone boundaries. This feature applies to talkgroup and Emergency, Calls. The system will also hand-off a user who crosses a zone boundary while idle on the control channel or in a talkgroup busy queue. For all zone boundary crossings in mobility situations, the ASTRO 25 system automatically registers the user in the "new" zone and site, and de-registers the user from the previous zone and site. 1.10.2.1 Zone Crossing During An Active Call — General As with a site boundary crossing, the user may notice a short audio pause during the boundary transition. The duration of the short pause varies depending upon the type of audio, type of call, zone boundary and primarily, whether or not the audio is already being sent to the new site in the new zone. Upon affiliating in the new zone, the user will automatically be added back into the call as long as resources are available. MOTOROLA Use or disclosure of this proposal is subject tothe restrictions on the title page. Motorola Confidential Proprietary March 20.2006 13 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA 1.10.2.2 First Crossing First Crossing refers to the situation in which the active call is not currently active in the new zone into which the mobile subscriber is crossing. If a talkgroup call is not active in the new zone, a user crossing a zone boundary will hear a short pause in the current talkgroup's transmitting user's audio before being added to the call. The short pause will be slightly longer for a First Crossing than it will be for a talkgroup call that already has audio being sent to the new zone. 1.10.2.3 Crossing Into a Busy Zone During An Active Call Upon affiliation in the new zone, a user crossing a boundary may not be able to obtain the system resources necessary to continue the active call. In this situation, the user is placed in queue according to the assigned priority. When site resources in the new zone become available, the user will be added to the call. 1.10.2.4 Mobility While Idle on Control Channel Idle on Control Channel refers to the crossing of a zone boundary while the subscriber is idle and monitoring the control channel at a zone boundary site. The infrastructure will affiliate on the new site and new zone, and automatically deaffiliate from the previous site and zone. 1.10.2.5 Boundary Crossing While In Busy Queue If a user with a talkgroup requesting the busy queue crosses a zone boundary, the user will be put in queue in the new zone according to the designated call priority level. Once the necessary resources become available, the busy will be converted according to AllStart and FastStart call setup rules. 1. 11 ASTRO 25 CONSOLES ASTRO 25 consoles have full functionality to all programmed talkgroups in an ASTRO 25 system, regardless of zone affiliation of the talkgroup members. Consoles have not been included as part of this proposal. If direct console connection to the Astro 25 Wide Area Network is purchased the following console features will apply. 1.11.1 Console Hardware Platforms The ASTRO 25 supports dispatch operations using the Centracom Gold Series Elite platform. MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 14 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA 1.11.2 Console Affiliation and Deaffiliation For the additional audio routing necessary in a multi-zone system, dispatch consoles and logging recorders will affiliate with each monitored trunking talkgroup. This capability provides the benefit of preventing unnecessary audio routing to zones having inactive console operator positions and containing no affiliated subscriber units. 1.11.3 Console Talkgroup Calls If a console is configured with the appropriate Channel Control Window (CCW), the console can receive radio traffic on that talkgroup regardless of the current zone affiliation of the talkgroup members. Similarly, a console can transmit to all affiliated members of a talkgroup regardless of the current zone affiliation of the talkgroup members. Consoles talkgroup calls can be either clear or encrypted. 1.11.4 Console Emergency Group Call A Console emergency talkgroup call operates similarly to a console talkgroup call in its handling of talkgroup members in remote zones. Emergency calls can be manually set up and knocked down by the console operator. 1.11.5 Emergency Alarms An emergency alarm from a radio is routed to all consoles that are monitoring the radio's talkgroup, regardless of zone boundaries. 1.11.6 Console Private Call A console can initiate and receive private calls to and from any subscriber regardless of its zone location. In order to initiate or receive private calls, the console must be equipped with a CCW capable of supporting Private Call. 1.11.7 Audio Patch Consoles have the capability to patch together talkgroups, regardless of the location of the affiliated talkgroup members. Console operators can manually perform a permanent or non-permanent audio patch of a talkgroup to a conventional resource as long as the conventional audio resource is physically connected to the patching console's zone. The system does not support a console patch of conventional resources in one zone to conventional resources in a different zone. ID MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietan March 20.2006 15 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA 1.11.8 Console Call Alert A console initiates and receives Call Alerts to and from any subscribers regardless of the subscribers' zone location. 1.11.9 Console Transmit Priority A console has the capability to take over transmit control from a subscriber in an active talkgroup call, regardless of the zone location of the affiliated subscriber. A console can also take over transmit control from another console with a lower console transmit priority. 1.11.10 Logging Recorders CEB-based logging recorder interfaces for the logging of talkgroup calls are supported. Logging recorders affiliate to the system in the same way that consoles affiliate. The monitoring capability of a logging recorder is independent of its location in the system. Logging recorders are treated as critical resources such that a logging recorder must be available before a monitored call can be started. In the interest of conserving interzone resources, talkgroups to be logged should coincide as much as possible to those being monitored by the console. 1.11.11 Supervisor Enable/Disable A single console has the capability to perform supervisor enable/disable on operator positions connected to the same zone. Corresponding affiliations/deaffiliations occur automatically. One supervisor can be configured per zone for this capability. 1.11.12 Zone Only Console Intercom A console can communicate directly to another console in the same zone using the console intercom feature. Console only talkgroups are available for interzone intercom. 1.11.13 MultiGroup Call A console can initiate and participate in multigroup calls. The console must have the appropriate multigroup CCW module in order to initiate/receive multigroup calls. Multigroup calls involving talkgroups where members are affiliated with remote zones will be supported. r MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 16 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA 1.11.14 Group Regrouping Group Regrouping allows a console user to group regroup affiliated members in any zone. The groups involved in the group regrouping must be talkgroups that the console is currently manipulating using MSEL (multi-select) or Patch and are all home to the same zone. A console user may use either MSEL or Patch to group/regroup. The patch to group regroup is a permanent grouping that can not be undone by the user. MSEL is a call that is grouped for only the duration of the one call. Both MSEL and Patch are Motorola Proprietary features. 1.11.15 Parallel Operators Multiple console operators have the flexibility to monitor the same talkgroups regardless of current zone affiliations. To reduce the amount of interzone bandwidth required to support this operation, the console operating in another zone from the source audio will hear single source audio only. This means that if both a subscriber and a console are transmitting simultaneously, a parallel operator in another zone may only hear the transmitting console audio depending on the configuration of the call. 1. 12 INTEGRATED VOICE AND DATA OPERATION Integrated Voice and Data (IV&D) is a key expansion to Motorola's ASTRO 25 system. ASTRO 25 Integrated Voice and Data can provide a total communications solution to meet the City's voice and data communications needs by combining both voice and data on one system backbone. This system enhancement has the capability to provide voice and data communications throughout the entire service area, without the extra expense of installing and maintaining separate systems for voice and data. This will be especially helpful due to being located in a rural area where CDPD is unavailable. Integrated voice and data can be implemented very easily and with limited additional expense since the system backbone is designed for this type of usage. Motorola would be happy to discuss the additional equipment and software required to utilize the system's data capabilities. The packet data service is designed to quickly provide vital information to users in the field. This access to data information will enhance the safety, productivity, and effectiveness of units in the field. Users can access this information through a wide array of mobile and portable computing devices. At the system level, neither message type interrupts the other. That is, when a channel at a site is assigned for data, it will not be reassigned for voice for the duration of the data call. MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 17 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON Tin AREA ASTRO 25 IV&D allows a properly equipped trunked radio (radios equipped with the Vocon board) to support both voice and data. In the integrated radio, voice would normally be given immediate priority over data traffic. This is because voice calls are `real-time' information, while data transactions can be stored and sent when a channel is available. Should a voice message momentarily interrupt a data message, no information will be lost. The radio will automatically switch from data mode to voice so the user hears the voice message; when completed, the radio will automatically return to data mode to complete the data message. 1. 13 ASTRO 25 NETWORK MANAGEMENT (NMS) SYSTEMS 1.13.1 NMS System Overview The larger and more complex the radio system that Motorola provides, the greater the importance of sophisticated network management tools. This premise leads to the following general network management system objectives for the ASTRO 25 Network Management System: • Easy to use while providing a robust set of features es, • Allow users to perform management tasks on any manageable component from any NMS User Terminal in the system • Easy to access, modify and expand 1.13.2 NMS Subsystems The ASTRO 25 Network Management system is composed of an ASTRO 25 Manager Subsystem LAN for the system and for each individual zone. The NMS Subsystems include the following: • User Configuration Subsystem • Zone Manager Subsystem • Full Vision Integrated Network Manager 1.13.2.1 NMS Local Area Networks (LANs) The Local Area Network(LAN) architecture for ASTRO 25 uses 10Base-T and requires the use of fixed IP addresses. In order to provide performance and maintainability,the NMS LAN is restricted for use by Motorola equipment and applications only. ID MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 18 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA 1.13.2.1.1 ASTRO 25 LAN: Closed System Network The ASTRO 25 Network, which includes the Zone Controller and the NMS network, is designed and certified as a closed system network. Motorola takes this position because: • Chronic problems have been seen by other customers who have added third- party equipment to the LAN • The system is designed, tested, certified, and sold as a closed network • An open network introduces a potential compromise of the ASTRO 25 system radio user operation • System security is reduced on an open network • High performance remote access options are offered Due to the above mentioned issues and because the ASTRO 25 Network is designed and certified to be a closed network only, Motorola cannot be responsible for any system anomalies resulting from the addition of non-certified (third-party) equipment to the LAN. Therefore, uncertified third-party equipment should not be connected to it.tes-• If a customer chooses not to keep their network closed, the customer will invalidate their warranty and lose support services. 1.13.3 User Configuration Subsystem (UCS) The User Configuration Subsystem is a new component in the ASTRO 25 system, which allows the System Administrator to configure subscribers, talkgroups, and security information at a system-level. The UCS provides the benefit of a single point of entry for ease of use. Changes to the UCS automatically propagate throughout the system. Only one UCS is needed per ASTRO 25 system, and is accessible by any properly authorized user using any Zone Manager User PC in the system. The user configurable parameters are automatically downloaded to the appropriate Zone Controller after each new entry and update. 1.13.3.1 Home Zone Assignments The UCS allows the System Administrator to assign each individual radio user and each talkgroup to a home zone. The Home Zone will be the controlling zone for all group calls initiated by those talkgroups. It should be noted that the Home Zone MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 19 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA r�1 assignments are fundamental to the operation and behavior of the system and therefore need to be carefully planned and considered. 1.13.3.2 Radio User and Talkgroup Configuration System-level Radio User and Talkgroup Configuration parameters are entered and stored in the User Configuration Subsystem. This results in the uniform behavior of ASTRO 25 radios and talkgroups across the entire system. 1.13.3.3 Security Management Security Management provides control over individual Zone Manager users access to data, applications and features. Security Partitioning allows system data, objects and elements to be categorized or partitioned in order to control access by individual Zone Manager users. 1.13.3.4 User Station Security User Station Security provides the first level of security by preventing access to all management applications unless the user enters one of the valid user log-in names and the corresponding password. 1.13.3.5 Security Partitioning Security Partitioning allows a system administrator to assign access privileges to applications and functionality, including the ASTRO 25 Zone Manager, Radio Control Manager, Reports, and ZoneWatch. The system manager can grant/restrict access to multiple zones for a network manager user. ASTRO 25 Security Partitioning is provided through the UCS as an option. 1.13.3.6 User Configuration Subsystem (UCS) Hardware The UCS sits on a separate subnet and includes a UCS Database server. 1.13.3.7 Source Site Adjacent Control Channels The UCS allows the System Administrator to configure Adjacent Control Channels information on a system-wide basis. 1.13.3.8 Complete UCS Here is a summary of the UCS objects, which handle configurations: r\ • Home Zone Mapping MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 20 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA • MultiGroup • Talkgroup • Exclusion Classes • Status Set • Message Set ■ CAD ■ Security Group ■ Storm Plans 1.13.3.9 Additional UCS Parameters Properly authorized users accessing the User Configuration Subsystem will have the capability to configure many parameters, including: • Talkgroup Site Restriction • Individual Site Restriction • Requested Sites for Dispatch • Critical Sites • FastStart Call Setup (by talkgroup) • AllStart Call Setup (by talkgroup) 1.13.3.10 UCS Database Protection Every time information is entered into the UCS, the ASTRO 25 system automatically duplicates and distributes information to each ASTRO 25 Zone Manager. Should the UCS be completely destroyed for some reason, the system administrator can regenerate the complete UCS database using the NMS. The NMS provides the capability to backup each Zone Manager database. Since the UCS database is copied to each ZM, the system includes an application to rebuild the UCS from the ZMs, thus providing for automatic backup of the User Configuration Database. r MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 21 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON LW AREA 1.13.3.11 Centralized Downloads Centralized downloads provide a means of loading software to devices located in the system using the Network Management System. This eliminates the need to "physically" travel to each system component to perform software enhancements. 1.13.4 ASTRO 25 Zone Manager (A25ZM) Subsystem The ASTRO 25 Zone Manager Database Server Subsystem provides the Zone-Level management functionality for each zone. The ZM LAN uses the same architecture as the system. The following sections provide a brief overview of ASTRO 25 Zone Manager capabilities, highlighting the most relevant information for ASTRO 25 users. 1.13.4.1 Licensing by User Each application user license allows one user to initiate the application. The number of license's required is equal to the maximum number of individual applications that will be used simultaneously. Access to applications can be shared across zones. A combined maximum of 32 licenses can be purchased for Radio Control Manager, Configuration Management User/Reports User, CADI and Zone Watch options. /'1 1.13.4.2 Radio Control Manager The Radio Control Manager(RCM) is a zone manager software application program that has a GUI interface. The Radio Control Manager provides two types of functions: radio commands (Dynamic Regrouping, Selective Inhibit) and radio event display (Status/Message, Emergency Alarm). The RCM multiple access options that increase user deployment flexibility and reduce hardware costs. The user has the ability to generate a report via this function as well. 1.13.4.3 Dispatch Management Reports NMS provides Dispatch Management Reports on a per zone basis that summarize radios that have been or are now selectively inhibited or dynamically regrouped. 1.13.4.4 Performance Management Performance Management provides information on system resource utilization. Performance management focuses on the performance of radio subsystems and operates independently within each zone. MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 22 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA 1.13.4.5 ZoneWatch ZoneWatch allows for real time monitoring of all channels within one zone of the system. Zone watch has the ability to perform customized graphing of information. ZoneWatch has two component applications available: Grid Screen, and Interzone Audio Channel (IZAC) Grid User. Grid screen provides a graphical display of channel activity for an entire SmartZone system by channel. IZAC Grid user allows a Zone Watch user to observe InterZone Audio channel usage in the system. It can also be used for optimizing and troubleshooting the IZAC assignments. 1.13.4.6 Computer Aided Dispatch Interface (CADI) (option) The CADI option provides access to radio traffic information and some control functions. The radio traffic information includes PTT, Emergency IDs received, and Status' and messages received. The control functions available include: dynamic regrouping, individual selective radio inhibit, and radio to radio or console to radio call alert. 1.13.4.7 Configuration Management User/Report User The configuration management user activates standard configuration and fault '^ management capabilities available in the zone manager. It also provides a means of summarizing all infrastructure configuration information zone wide. 1.13.4.8 Spectrum View Historical and Utilization Reports The Spectrum View reports options provide reports that are updated for each interval of time selected by the user. The reports can be manually or automatically generated. Historical reporting gives both a zone and a system wide view. The Utilization reports provide graphical representation in several chart forms of the total system utilization for talkgroup, and private calls. Graphs such as zone activity, busy count graphs, and average channel utilization graphs are available. 1.13.4.9 Air Traffic Information Access (ATIA) Data ATIA allows an external computer to access non-buffered Air Traffic Information. 1.13.4.10 System-Level ATIA Packages ASTRO 25 provides an option called "System-Level ATIA Packages." This option allows the enabling of an additional packet on the ZM LAN, which provides interzone call activity information including which zones were included in the call. Third party software developers may use this packet to generate system level billing applications. MOTOROLAUse or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 23 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA 1.13.4.11 Performance Based User Server Sizing The performance-based user sizing program will more accurately quantify and measure customer's capacity and network management requirements so that the new systems and system upgrades better meet their performance and capacity needs. 1.13.4.12 4 site/subsystem license For every 4 subsystems (includes both IR sites and Simulcast subsystems) that need to be connected directly to the Zone Controller, a 4 site/subsystem license must be purchased. The licensing is controlled through the configuration of the site in the manager. 1.13.4.13 1000 Radio User License Because the capacity and performance of the Network Management System is directly proportional to the amount of real time radio traffic on the system, ASTRO 25 systems require the purchase of 1000 radio user licenses. One is required for every 1000 radios the system will support. 1.13.4.14 Dynamic Regrouping User License This option adds the ability for a RCM user to perform Dynamic Regrouping. The number of Dynamic regrouping license options equals the number of RCM licenses. 1.13.4.15 Status/Message User License This option adds the ability for a RCM user to perform the Status/Message function. The number of Status/Message user license options must equal the number of RCM user licenses. 1.13.5 Integrated Network Management (INM) The Integrated Network Manager for ASTRO 25 is based on Hewlett Packard's OpenView Network Node Manager (NNM) software application and a Motorola developed middleware application running under HP-UX operating system on an HP workstation computer. The INM provides a centralized view of the fault condition of an entire Wide Area system via sub-system topology maps; supports auto-discovery of Motorola and approved third party internet working equipment; supports fault reporting from Motorola Proxy and third party Simple Network Management Protocol based agents; provides an SNMP trap forwarding capability to pass fault information to a higher level, `Enterprise' network manager and optionally, forwards faults to a service technician's alphanumeric pager. MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 24 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA e".‘ The INM can be operated by up to two authorized and concurrent users from any User PC in the system. The INM provides a integrated fault management for multiple Zone Managers and the radio system elements each zone manager supports including: Zone Controllers, Simulcast Prime site controllers, database servers, user terminals, UCS session terminals, CADI servers, AEBs, CEBs, ASTRO TAC 3000 XL comparators, Repeaters and Linear Simulcast Stations. The INM provides integrated fault management for Centracom Gold Elite control center server and dispatch PCs and 3Com NICs, switches and routers. The INM provides integrated fault management for Harris/Farinon, Alcatel and California Microwave radios, Premisys TeNSr channel banks and site environmental status using MOSCAD monitoring equipment. The INM provides trap forwarding capability that allows faults reported at the INM to be forwarded to a higher level, `Enterprise' network manager and/or optionally, to a service technician's alphanumeric pager. 1.134 ASTRO 25 Network The network is comprised of standards-based hardware and supports the interconnection of all types of system traffic. An integrated network backbone supports voice traffic, control data and network management information throughout the wide area system. A 10 base T router supports the connectivity of multiple subnets throughout the system. The network equipment will: • Allow for maximum flexibility • Allow for maximum reliability • Accommodate industry standards • Provide ease of installation and maintainability 1.13.6.1 General Interconnectivity The network backbone circuits will carry audio traffic, call processing and mobility traffic and the network management traffic. Ps" MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 25 WELD COUNTY SECTION 1:SYSTEM DESCRIPTION COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FT.LUPTON TRI AREA r 1.13.6.2 Audio Traffic Audio traffic interconnectivity is supported via point to point channelized T1 connections between AEBs. Geographically separated AEBs connect directly to the T1 backbone equipment. Co-located AEBs can be connected with a standard cable. 1.13.6.3 Mobility and Call Processing Traffic The mobility and call processing traffic is supported via redundant frame relay connections to the T1 backbone equipment. 1.13.6.4 Network Management System Traffic NMS traffic from a client/server Ethernet LAN is transported among zones via an IP hub/router device that connects to the T1 backbone. In order to avoid interference and performance degradation, the LAN-WAN equipment must be fully dedicated to network management traffic. The NMS network is a closed LAN. IDMOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 26 440 SECTION 2 Equipment List ‘�) , , ) r 2. EQUIPMENT LIST Qty Model Number Description 1 SQM02SUM0011 STR 3000 BASE RADIO SUB-SYSTEM 1 X305AB ADD: QUANTITY (5) 100 WATT DC BASE 5 CA00158AA ADD: ASTRO 25 700 MHZ SITE REPEATER 1 X550BE ADD: 700 MHZ PRIMARY CABINET HDW/CB 1 CA00163AA ADD: 700 MHZ 6 PORT CAVITY COMBINER 1 CA00028AA ENH: OPEN CABINET SPACE WITH TUNED 1 X679AG ADD: PRIMARY RECEIVER MULTICOUPLER 1 ST2500 S2500 MULTIPROTOCOL WAN ROUTER 1 ST2512 S2500 ROUTER T1/E1 DAUGHTER BOARD 1 DSJ4813A HP PROCURVE SWITCH 2524 2 T6782 PSC 9600 AC POWER 2 CA00192AA ADD: ASTRO 25 MULTIZONE SOFTWARE 1 T6931 ASTRO 25 TRUNKING SOFTWARE COPY 1 3084225N24 CBL W/MODE PLUG 8 COND 1 TRN7342 SEVEN FOOT RACK en". 2 DSL4PNMRC 1/2" N MALE RING FLARE CONN 30 L1705 1/2" LDF HELIAX POLY JKT PER FT 2 TDN9289 CABLE WRAP WEATHERPROOFING 1 DSDB589A ANTENNA 50 L1702 1/2" SUPERFLEX POLY JKT PER FOOT 1 DSISDC50LNZ30MA DC INJECTOR 30V M CONN ANTENNA POR 2 CDN6579 1/2" N MALE PLATED S FLEX 5 TDN6674 5/8" -7/8" CABLE GROUND CLAMP KIT 1 DSL5SGRIP 7/8" SUPPORT HOIST GRIP 2 DSL5PNFRPC 7/8" CONN N FEMALE 1 PIECE CAPTIVAT 820 L1709 7/8" LDF HELIAX POLY JKT PER FOOT 1 DSL4PNMRC 1/2" N MALE RING FLARE CONN 15 L1705 1/2" LDF HELIAX POLY JKT PER FT 2 TDN9289 CABLE WRAP WEATHERPROOFING 1 DSL4PDMRC 1/2" 7-16 DIN MALE RING FLARE CONN 1 DSDB589A ANTENNA 1 DSDSXLDMA LIGHTNING ARRESTOR, 7-16DIN MALE/FE 2 DSF4PDMV2C 1/2" 7/16 DIN MALE CONN SFLEX 5 TDN6674 5/8" - 7/8" CABLE GROUND CLAMP KIT 1 DSL5SGRIP 7/8" SUPPORT HOIST GRIP 2 DSL5PDFRPC 7/8" 7-16 DIN FEMALE ONE PIECE CON 2 DSL4PNMRC 1/2" N MALE RING FLARE CONN 1 TDN9289 CABLE WRAP WEATHERPROOFING MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 1 WELD COUNTY SECTION 2:EQUIPMENT LIST COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FORT LUPTON TRI AREA 1 DS42483A03 6.X AUTOQUAD TTA 1 DSISDC50LNZ30MA DC INJECTOR 30V M CONN ANTENNA POR 2 TDN9714 1/4" CONN N MALE S FLEX PLTD 25 L1700 1/4" SUPERFLEX POLY JKT PER FOOT 1 DSL4PNFRC 1/2" N FEMALE FLARE RING CONN 1 TDN9289 CABLE WRAP WEATHERPROOFING 6 TDN6673 1/2" CABLE GROUND CLAMP KIT 1 DSL4PNMRC 1/2" N MALE RING FLARE CONN 410 L1705 1/2" LDF HELIAX POLY JKT PER FOOT 1 DS5125R0900N007 SPS, MOD#5125 1KVA/900W, RACKMNT, 1 1 DQ504560CID2429 48 VDC 3UD FLATPACK SYSTEM 4 DQ241114100 FLATPACK PLUG IN SWITCHMODE RECTIFI 1 DQ502665 90 AMP CIRCUIT BREAKER 2 DQ502660 50 AMP CIRCUIT BREAKER 2 DQ502652 5 AMP CIRCUIT BREAKER 1 DQ12VE45ELT 12VE45 10 YEAR TOP TERM BATTERY 1 F4551 NFM XC RTU WITH I/O-48VDC 3 V592 AAD TERM BLCK & CONN WI 1 F5999ASP15513 CABLE BASED ON FKN4466A FOR THE CON 2 F4568 R-MUX 1004 GMC DATA BASE GRAPHICS 1 SPQ34BCA0161 PROGRAMMING 5 V511BTSP ADD: SFWR LIC INTELLI-SITE REPEATER 2 V511 BUSP ADD: SFWR LIC ASTROTAC 9600 COMPRTR 1 V511BJSP ADD: SFWR LIC FOR I/O MODULE 1 F2463 RTU APPLICATION PROGRAMMING 5 V845 ADD: RTU SOFTWARE LICENSE FOR INTEL 2 V846 ADD:RTU SFWR LICENSE FOR ASTROTAC 9 1 V839 ADD:RTU SFWR LICENSE FOR MOSCAD I/O 1 DLN6462 SSA UPGRADE, NFM 3 SPQ34BCA0101 DATA ENGLISH SVC IN HOUSE 1 DAY 1 SPQ34BCA0113 DATA ENGLISH SVC ON SITE 3 DAY 1 DSAPEX2120TM 240/120 VAC SINGLE PHASE. 3KA SADS 2 TDN6017 ANTENNA SIDE MOUNT BRACKET 1 BLN6200 AC POWER STRIP, 6 OUTLET 1 DSAPEXMOV120T 240/120 VAC, SINGLE PHASE. 50KA MOV 1 RRX4034 LGTING-SURG ARRESTER 0 MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 2 ,4 1 thse \ 9 � \ 11'410O \ SECTION 3 Statement of Work � \ . \ \ y � �� r 3. STATEMENT OF WORK This document, known as the Statement of Work(SOW), describes the deliverables to be furnished to Weld County and the tasks to be performed by Motorola, its subcontractors, and the County to implement the solution described in this proposal. It describes the actual work involved in installation, identifies the installation standards to be followed, and clarifies the responsibilities for both Motorola and the County during the project implementation. Specifically, this SOW provides: ■ A summary of the phases and tasks to be completed within the project lifecycle ■ A list of the deliverables associated with the project ■ A description of the responsibilities for both Motorola and the County ■ The qualifications and assumptions taken into consideration during the development of this project This SOW provides the most current understanding of the work required by both parties to ensure a successful project implementation. It is understood that this SOW is a working document, and that it will be revised as needed to incorporate any changes associated with contract negotiations and any other change orders that may occur during the execution of the project. 3. 1 PHASES AND TASKS Based on many years of experience, Motorola has developed a project implementation methodology that identifies major project phases—Contract/Project Initiation, Order Processing, Manufacturing, Installation, System Optimization, Acceptance Testing, and Project Finalization. Depending on the particular project, all or some of these phases may be required. A visual representation of these phases is shown in Figure 1. Each phase follows a Work Breakdown Structure (WBS) that clearly identifies the work to be performed during this project. MOTOROLAUse or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 WELD COUNTY SECTION 3:STATEMENT OF WORK COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FORT LUPTON TRI AREA Project Lifecycle Methodology Contract/Project Initiation Order Processing Manufacturing Installation System Optimization Acceptance Testin. Project Finalization Figure 1: Project Lifecycle Methodology. Throughout the duration of this project, Motorola will provide the equipment and services within each phase as described within this proposal. Detailed descriptions of the specific tasks associated with the individual phases are contained in the following sections. 3.1.1 Contract/Project Initiation The implementation process will begin with the WBS WBS Name Contract/Project Initiation phase. During this Element phase, the project teams from Motorola and the 3.1 Implementation Project County meet to begin the project. 3.1.1 Contract/Project Initiation This phase is considered complete when the 3.1.2 Order Processing Project Kickoff Call has been held. 3.1.3 Manufacturing 3.1.4 Installation 3.1.5 Civil Work 3.1.6 System Optimization 3.1.7 Acceptance Testing 3.1.1.1 Identify Team and Administer 3.1.8 Project Finalization Project As the systems integrator, Motorola provides the resources and processes necessary to complete the tasks within this project. Motorola will designate a single individual as the project manager whose primary responsibility and authority will be to manage and MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 2 WELD COUNTY SECTION 3:STATEMENT OF WORK COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FORT LUPTON TRI AREA administer this project to successful completion as defined within the Communications Product Agreement (CPA). This individual is the Motorola point of contact for the County. The project manager will ensure that all objectives are met within cost and schedule constraints, and provide timely reporting of the overall progress of the project via the refinement of the proposed Project Schedule(DELIVERABLE 1) and project status reports (DELIVERABLE 2). In addition Motorola will ask that the County identify a single point of contact to represent the County and be responsible for all the County signature approvals. 3.1.1.2 Conduct Project Initiation The project will be initiated with a Project Call that includes key County and Motorola project participants. The date and time of the call will be mutually agreed upon between Motorola and the County. The objectives of this call include: • Introduction of all project participants • Review of the roles of the project participants • Review of the overall project scope and objectives • Review of the resource and scheduling requirements • Review of the project schedule • Review of the team interaction, meetings, progress reports, milestone acceptance, and the County's participation in particular phases The final Project Schedule will emphasize all milestones and the critical path, which is essential for the successful completion of the project. The County and Motorola will mutually agree upon the final schedule. 3.1.2 Order Processing The completion of the project initiation phase WBS WBS Name triggers the onset of the Order Processing Element phase. 3.1 Implementation Project 3.1.1 Contract/Project Initiation Within this phase, the Equipment List goes 3.1.2 Order Processing through a validation process that checks for 3.1.3 Manufacturing valid model numbers, valid versions, 3.1.4 Installation compatible options to main equipment, current 3.1.5 Civil Work pricing and delivery data. Validation is not 3.1.6 System nce Optimization Testing 3.1.7 Acceptance Testing complete until the system verifies that the 3.1.8 Project Finalization Equipment List contains the correct model numbers, version, options, pricing, and delivery data. MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 3 WELD COUNTY SECTION 3:STATEMENT OF WORK COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FORT LUPTON TRI AREA tip As part of this process, Motorola also confirms with the County the storage location(s) for this equipment and creates Ship Views. Ship Views are the mailing labels that carry complete shipping information as supplied by the County. They direct the timing, method of shipment and ship path each item will take to reach their ultimate destination. This makes the tracking of the factory orders more manageable for the project manager and team. The final step within order processing is the creation of the orders for the equipment based on all the information gathered. Once the Equipment List has cleared all validation points, a Motorola Credit Analyst will reconcile the list(s) to the original purchase order or contract. The procurement of third party equipment also takes place during this phase of the project. This phase will be deemed complete when the equipment order is bridged to the manufacturing facility. 3.1.3 Manufacturing Based on the equipment order, Motorola will WBS WBS Name manufacture and/or procure the items necessary Element for the system. For Motorola manufactured 3.1 Implementation Project equipment, the manufacturing facility will test 3.1.1 Contract/Project Initiation each subsystem from its base kit or module 3.1.2 Order Processing 3.1.3 Manufacturing level up to the complete subsystem at factory 3.1.4 Installation staging. In addition to the individual tests 3.1.5 Civil Work applied to all units shipped, Motorola's Product 3.1.6 System Optimization Quality Engineering County performs 3.1.7 Acceptance Testing additional tests on periodic samples. These 3.1.8 Project Finalization additional tests include performance tests under environmental extremes (e.g., temperature, humidity, vibration, etc.). 3.1.3.1 Staging This subsystem will undergo a Factory Acceptance Test (FAT) at Motorola's Customer Center for Solutions Integration (CCSi). Specialized technical teams work with factory and field project managers, project engineers, and product group personnel to set up the system at CCSi. All cables with required connectors will be installed between the various subsystem components to provide an operational system) within the staging facility. (if applicable, i.e. interfaces to databases or some other field interfaces can not be staged at CCSi. CCSi staff builds the system from approved drawings, configuring equipment, as it will be at its final destination. CCSi staff will run factory test procedures to ensure that the subsystem is working per design. The intent of the FAT is to verify system functionality and to expedite the installation effort at the final installation location(s). MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 4 WELD COUNTY SECTION 3:STATEMENT OF WORK COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FORT LUPTON TRI AREA f This phase will be deemed complete when the equipment is ready to be shipped to the County. 11.4 Installation Once the equipment is received at the location WBS WBS Name designated by the County, the State of Colorado Element will install the Microwave and RF Equipment 3.1 Implementation Project per the customer approved design 3.1.1 Contract/Project Initiation documentation. During field installation of the 3.1.2 Order Processing equipment, any required changes to the 3.1.3 Manufacturing installation will be noted and included with the 3.1.4 Installation 3.1.5 Civil Work final "as-built" documentation of the 3.1.6 System Optimization subsystem. The "as-built" documents will be 3.1.7 Acceptance Testing provided along with the maintenance and 3.1.8 Project Finalization operator manuals upon project completion. This phase will be deemed completed when all equipment has been installed at the location(s) designated by the County. 3.1.4.1 Manage Receipt of Equipment Motorola will ensure that all equipment is sent to a customer secured storage location designated by the County, coordinate the receipt of all equipment the County's point of contact, and inventory all equipment. 3.1.4.2 Install Equipment The State of Colorado will install the equipment included in this project in the facility provided by the County. The State will also interface network connections supplied by the County into the Motorola supplied equipment as defined in the approved Design Documents. Examples of connections may include, but are not limited to, telephony circuits, logging recorders, and existing radio system interfaces. These interfaces will be done from a demarcation point located within the equipment room at a point not to exceed 50' from the supplied equipment. Specifically, the State of Colorado has all installation responsibility; however, Motorola will install the antenna and microwave dishes, as well as antenna line, on the tower structure for the specified site. No installation will be provided at Coaldale, Monarch or Bald South for the additional repeaters provided in the equipment list. G MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 5 WELD COUNTY SECTION 3:STATEMENT OF WORK COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FORT LUPTON TRI AREA f^‘ 3.1.5 Civil Work Motorola will upgrade an existing building. A WBS WBS Name generator with tank, the foundations for each, Element and the placement of each will be provided by 3.1 Implementation Project Motorola. This will be located at the Tri-Area 3.1.1 Contract/Project Initiation site. The existing tower and building will be 3.1.2 Order Processing grounded to R56 standards. The State is 3.1.3 Manufacturing responsible for the connection of the tanks to 3.1.4 Installation the generators and the generators to the 3.1.5 Civil Work 3.1.6 System Optimization building. All work is subject to normal soil 3.1.7 Acceptance Testing conditions. 3.1.8 Project Finalization The work at the building will include the installation of the antenna and masthead preamp with cable on the existing tower; install the ground bar to the exterior of the building; ground kits for existing cables; concrete pads for the generator and tank; utility locate and trenching in the electrical conduit; transport, unload and bolt down the generator and tank; update the existing ground system on the inside of the building; install the polyphazers; provide and install ladder rack inside the building; electrical work to bring the site to R-56 standards; and re-arrange the equipment in the room to make room for the DTR equipment. 3.1.6 System Optimization Prior to applying power to the equipment, a site WBS WBS Name evaluation report will be created to verify that Element the site meets or exceeds the requirements as 3.1 Implementation Project defined in the Motorola document Standards 3.1.1 Contract/Project Initiation and Guidelines for Communication Sites (R56). 3.1.2 Order Processing 3.1.3 Manufacturing Upon completion of the installation process, the 3.1.4 Installation site will have power applied and will then be 3.1.5 Civil Work optimized by Motorola personnel under the 3.1.6 System Optimization 3.1.7 Acceptance Testing direction of the project manager in conjunction 3.1.8 Project Finalization with the State. This phase will be deemed complete when Motorola and the County agree that the equipment is ready for acceptance testing. r MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 6 WELD COUNTY SECTION 3:STATEMENT OF WORK COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FORT LUPTON TRI AREA 3.1.6.1 Configure, Optimize, and Program Equipment Motorola and the State will verify that all equipment is operating properly and that all electrical and signal levels are properly set once installation in the field is complete. Motorola and the State will optimize this subsystem. Audio and data levels will be checked to verify factory settings. Communication interfaces between devices will be verified for proper operation. Features and functionality will be tested to ensure that they are functioning according to the manufacturer's specifications and per the final configuration established during system staging. Motorola will provide this service for the Tri-Area site only. All programming will be done by the State of Colorado. 3.1.6.2 Remove/Dispose of Debris Motorola and the State of Colorado will remove and dispose of any packaging or debris that is a result of the delivery, installation, or site improvements provided by Motorola or the State. 3.1.6.3 Training Training is not included as part of this offering. Therefore, no subtasks are associated with this task. ''s--• 3.1.7 Acceptance Testing The State of Colorado will be responsible for Was WBS Name all acceptance testing. Element 3.1 Implementation Project 3.1.1 Contract/Project Initiation 3.1.2 Order Processing 3.1.3 Manufacturing 3.1.4 Installation 3.1.5 Civil Work 3.1.6 System Optimization 3.1.7 Acceptance Testing 3.1.8 Project Finalization 41) MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 7 WELD COUNTY SECTION 3:STATEMENT OF WORK COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FORT LUPTON TRI AREA 3.1.8 Project Finalization The Project Finalization phase ensures that all WBS WBS Name criteria for Final Project Acceptance have been Element met. During this phase, Motorola will provide 3.1 Implementation Project the County with an electronic System Manual 3.1.1 Contract/Project Initiation (DELIVERABLE 6), software licenses and 3.1.2 Order Processing necessary software to read the electronic 3.1.3 Manufacturing manuals (DELIVERABLE 7), and any 3.1.4 Installation equipment manuals supplied as part of the 3.1.5 Civil Work purchased equipment (DELIVERABLE 8). 3.1.6 System Optimization 3.1.7 Acceptance Testing This phase will be deemed complete when 3.1.8 Protect Finalization Motorola and the County sign the Final Project Acceptance portion of the System Acceptance Certificate. Additional information regarding Final Project Acceptance can be found in Section 8 of the CSA. 3.1.8.1 Resolve Punchlist Items Motorola will work with the County to resolve punchlist items documented during the civil review to ensure that all the criteria for final acceptance have been met. 3.1.8.2 Transfer System to Service Motorola will review the items necessary for transitioning the project to Service. Motorola will provide a Customer Support Plan (DELIVERABLE 9) detailing the warranty associated with the equipment supplied as part of this project. This task will be deemed complete when all service information has been delivered to the County. 3.2 PROJECT DELIVERABLES Services, equipment, software and documentation are several types of project deliverables Motorola provides as part of this project. Services are specified within this SOW and the equipment is defined within the Equipment List. The documentation and drawings to be developed and delivered as part of this project are described below. Motorola develops documentation and drawings of the system not only to assist with the implementation of the project, but also to provide the County with reference materials that can be used for training, as a basis for future system upgrades, and even disaster recovery. For these reasons, Motorola creates and updates documentation and drawings during the implementation of the project. MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 8 WELD COUNTY SECTION 3:STATEMENT OF WORK COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FORT LUPTON TRI AREA Motorola provides a comprehensive "as-built" documentation package in the form of an electronic System Manual. The electronic System Manual contains a description of the system including drawings and equipment lists, screen configurations, site pictures, programming data sheets, final test plans, and warranty information. The System Manual is developed using netViz — a software application that creates interactive documentation allowing the user to easily visualize immense amounts of complex, interrelated data. Table 1 lists each deliverable, describes its contents, states the quantity to be provided, and provides the delivery method. Table I: Project Deliverables. # Title Description Oty Format Type/ Delivery 1 Master Project This is the schedule for 1 Electronic/Email Schedule the project that is completed after the Project Kickoff Meeting. 2 Project Status These reports capture the 1 Electronic/Email Reports/ status of the project and Schedule will be provided on a basis Updates that is mutually agreed upon by Motorola and the County. 3 Site Evaluation This report confirms that 1 Electronic/Email Report the installed site meets R56 standards. 4 Design The items included within 1 Electronic/Email Documentation this proposal are further refined and updated to reflect the "as-built" description of the system. This documentation may include documents such as System Description, system drawings, Equipment List, site connectivity, power requirements, document approval process, programming templates, etc. The final information is included as part of the System Manual. 5 Standards and This is a site standard 1 Electronic/CD-ROM Guidelines for recognized in the industry Communication and is provided after Sites (R56) contract award as reference for the County. r MOTOROLAUse or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 9 WELD COUNTY SECTION 3:STATEMENT OF WORK COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FORT LUPTON TRI AREA Title Description Qty Format Type/ Delivery 6 System Manual A document that contains 2 Electronic/CD ROM the final versions of the System Description, Equipment List, drawings, Acceptance Test Procedures, programming templates, and Customer Support Plan. 7 System Manual The software required to 2 Electronic/CD ROM Licenses and view the electronic system Readers manuals. 8 Equipment These are the manuals As As received Manuals provided by the received manufacturer(s)for the equipment that was supplied as part of this project. 9 Customer This document outlines N/A Electronic/CD ROM Support Plan the plan for customer (provided as part of support during the System Manual) warranty period. r^' Notes: Hardcopy Format: Printed documentation that may be delivered in person, U.S. mail, Fed Er UPS, or any other carrier. Electronic Format:Documentation that is in an electronic format and can delivered via Email, diskette, and/or CD ROM. 3.3 RESPONSIBILITIES A successful project requires responsibilities to be managed by both Motorola and the County. Motorola and the County responsibilities are outlined throughout this proposal. The information contained within the Equipment List and work defined in this SOW is based on the understanding that certain tasks will be performed by the County. These tasks are enumerated in the Responsibility Matrix below, which details the tasks that are to be completed by the County in order to successfully complete the implementation. GI MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 10 WELD COUNTY SECTION 3:STATEMENT OF WORK COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FORT LUPTON TRI AREA Table 2: Responsibility Matrix. # Task Description Responsibility 1 Provide Notice Upon project award, the County The County to Proceed needs to officially grant Motorola the Contract. 2 Provide The County needs to identify an The County Primary Point individual as a primary point of contact of Contact who will work with the Motorola project manager. 3 Complete The County needs to ensure that The County Project tasks assigned to them as agreed Scheduled upon during the Project Kickoff Tasks Meeting are completed on a timely basis. 4 Perform The County needs to ensure that site The County Communication upgrades are completed within the Site Upgrades Project Schedule time frame. 5 Grant Site The County needs to provide a letter The County Access to all owners/managers of sites and provide any keys or other necessary items to allow Motorola or third party re" personnel to enter all sites within this proposal. 6 Ensure The County needs to provide the The County Personnel Motorola project manager with safety Safety rules during the Project Kickoff Meeting. These rules must be followed during the integration phase of this project. The Motorola project manager will also share Motorola's Safety Plan as found in Motorola's Field Operation Safety Manual. Motorola will conduct regular periodic inspections of all active job sites to ensure strict compliance with this Safety Plan as well as any safety rules set forth by the County. 7 Assist with Site Motorola may require assistance The County Access traveling to sites as a result of impassable roads or difficult to access sites such as those located at mountaintops. The County needs to provide transportation to these sites if required. r MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 ii WELD COUNTY SECTION 3:STATEMENT OF WORK COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FORT LUPTON TRI AREA # Task Description Responsibility 8 Identify The County will need to identify the The County Location for location for equipment storage during Equipment the Project Kickoff Meeting. This Storage location will be used as the "ship to" address for the equipment and the storage facility will be used to warehouse the equipment as the sites are being prepared. 9 Provide Secure The County is responsible for the The County Storage of secure storage of all equipment. Equipment 10 Provide The County will need to provide The County Documentation documentation of existing system(s), of Existing sites, and interfaces. Documentation Equipment may be, but is not limited to, equipment manuals, drawings, and equipment lists. 11 Review The County needs to review project The County Documentation documentation as it is received to provide feedback for appropriate and timely discussions and or changes. I—' Documentation includes the System Design, Training Plan and course materials, Acceptance Test Plans, and Acceptance Test Procedures. 12 Responsibility Third party services and/or equipment The County for Third Party contracted by the County are the Equipment, responsibility thereof. Motorola has Software, or responsibility for all third party Services services provided under this proposal 13 The County The County in coordination with the The County/The provided Site State is responsible for providing all State Connectivity connectivity. Including Ti connectivity. Equipment 14 Installation, The County will provide times and The County Acceptance dates of availability to perform these Tests, and events. Cutover MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 12 WELD COUNTY SECTION 3:STATEMENT OF WORK COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FORT LUPTON TRI AREA # Task Description Responsibility 15 Decommission If not specified in the proposal, the The County and Removal of County will decommission and Existing remove the old system. Equipment 16 Provide There is no training associated with NA Materials and this project. Equipment for Training (if training is part of this proposal) 17 Communicate The County needs to communicate The County Project schedule changes for tasks or phase Changes events, and/or changes to training dates to the project manager to avoid additional costs. 18 Microwave The State of Colorado and the County The County/The are responsible for the Microwave State path at this site. The State is responsible for the microwave equipment and the installation of that equipment. The State is responsible for the installation of dish and line at the State side of the path 19 Road Access The County is responsible for The County providing accessible and reliable roads to the Tri-Area Site. 20 Electrical The County is responsible for The County Power providing all electrical power to the site building. 3.4 SITE REQUIREMENTS AND DESIGN ASSUMPTIONS Motorola has developed a comprehensive solution contained within this proposal with the best intentions of satisfying the needs of the County. Certain assumptions were made in order for Motorola to design this system. The following is a list of site requirements and design assumptions for the system. al MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 13 WELD COUNTY SECTION 3:STATEMENT OF WORK COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FORT LUPTON TRI AREA 3.4.1 Site Development and Preparation Prior to equipment installation, Motorola will perform a site evaluation to determine if the site is ready to house the equipment, based on the requirements contained within the Motorola document Standards and Guidelines for Communication Sites (R56). Motorola can be contracted to engineer and/or implement any necessary corrections discovered during this site evaluation. The Motorola document Standards and Guidelines for Communication Sites (R56) is a compilation from numerous technical authorities including, but not limited to the Telecommunications Industry Association(TIA), the Institute of Electrical and Electronic Engineers (IEEE), the American National Standards Institute (ANSI), and the National Electrical Code® (NEC®). It is intended to define site requirements to ensure personnel safety and provide an environment for proper equipment operation. 3.4.1.1 Grounding Requirements To increase personnel safety and allow Motorola to provide equipment warranty, the site shall meet the grounding requirements of the National Electrical Code® (NEC®) and the Motorola document Standards and Guidelines for Communication Sites (R56). This includes an interconnection to all other grounding electrodes and utility grounds at the site, therefore forming a single grounding electrode system. In order to ensure a protective environment for the Motorola system, all equipment at the site that is not part of this project should also be installed correctly. The single point ground system is comprised of both internal and external components, which are bonded together, along with all other grounds at the site, to form the overall site grounding system. • Internal—A single point ground system is required for all fixed equipment supplied under this contract. The single point ground system shall include an internal master ground point and sub-system ground points, when applicable, located within three feet of the Motorola supplied equipment. The internal master ground point shall serve as the single connection of all internal grounding to the external grounding electrode system. • External—An external grounding electrode system that is designed and installed in accordance the National Electrical Code (NEC) and the Motorola document, Standards and Guidelines for Communication Sites (R56), is also required. The grounding electrode system shall have a design goal of five ohms or less that shall be met whenever possible and/or practical. The grounding electrode system shall include an interconnection to all other grounding electrodes and utility grounds at the site, therefore forming a single grounding electrode system. MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 14 WELD COUNTY SECTION 3:STATEMENT OF WORK COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FORT LUPTON TRI AREA r3/4` 3.4.1.2 Transient Voltage Surge Suppression To increase personnel safety and allow Motorola to provide equipment warranty, the site shall meet the transient voltage surge suppression requirements of the National Electrical Code (NEC) and the Motorola document, Standards and Guidelines for Communication Sites (R56). Transient voltage surge suppression for telephone circuits, AC power, radio frequency (RF) cabling, and all other applicable external connections and utilities shall exist which are required to meet the Motorola document, Standards and Guidelines for Communication Sites (R56). 3.4.1.3 Electrical Installation Sites shall have an electrical service and electrical wiring that meets the requirements of the National Electrical Code (NEC), the Motorola document, Standards and Guidelines for Communication Sites (R56), as well as all other applicable city, County, and state requirements. 3.4.1.4 Electrical Capacity Sites shall have an electrical service (AC, DC, UPS, generator, etc.) with the necessary capacity to supply power to the equipment associated with this proposal. Critical equipment items will require dedicated circuits as defined by the engineering Design Documents. 3.4.1.5 Equipment Space Motorola will review equipment space requirements with the County to ensure sufficient installation space and compliance with the Motorola document, Standards and Guidelines for Communication Sites (R56). 3.4.1.6 Environmental Conditions Sites shall have adequate environmental controls to meet the heating, HVAC, and humidity requirements, as defined in the Motorola document, Standards and Guidelines for Communication Sites (R56). The sites shall be free of hazardous materials such as fuels, asbestos, etc. Motorola would be pleased to provide equipment specifications as required to the County for building environmental control sizing and design. Meeting environmental control requirements is necessary for the Motorola warranty as well as third party warranties. 3.4.1.7 Site Connectivity During the Design Review (DR) Motorola will supply the County with the minimum acceptable performance specifications for microwave, fiber, or copper links. A MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20.2006 15 WELD COUNTY SECTION 3:STATEMENT OF WORK COLORADO'S WIRELESS INTEROPERABILITY NETWORK(CWIN)FORT LUPTON TRI AREA demarcation point will also be established to define the connection point between the Motorola supplied equipment and the County supplied link. The State of Colorado and the County are responsible for this connection. 3.4.1.8 Antenna Mounting and Installation The County shall provide the necessary antenna mounting structures (tower installation, roof mount, parapet mount) and each shall be designed for the intended application at the Tri-Area site. The antenna mounting structure shall support the antenna, meet wind and ice load requirements, and provide sufficient room for the necessary antenna installation. 3.4.1.9 Licenses and Certifications The County in conjunction with the State shall be responsible for all FCC licenses, building permits, electrical permits, environmental permits, licensed engineering drawings, and all other necessary approvals. 3.4.2 Interference Motorola is not responsible for interference caused or received by the Motorola provided equipment except for interference that is directly caused by the Motorola provided transmitter(s) to the Motorola provided receiver(s). Should the County's system experience interference, Motorola can be contracted to investigate the source and recommend solutions to mitigate the issue. 3.4.3 System Documentation Documentation can be delivered in hardcopy and/or softcopy in its native format Microsoft Word (*.doc) or in Adobe Acrobat format (*.pdf) to ensure that all receiving parties are able to read the documentation. This proposal assumes *.pdf electronic delivery of all documentation. Final copies of the drawings are included in the System Manual in *.pdf electronic format. Upon request, drawings can be delivered in an AutoCAD (*.dwg) format. The *.dwg electronic format option is not included in this proposal. MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 16 WY E { x ' 5 SECTION 4 Acceptance Test Plan 5?{ i Atp % {4 Y 4. ACCEPTANCE TEST PLAN (This section left intentionally blank) MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 . .�\6 / SECTION 5 Pricing Summary k / } ;J. >,1 \ ~�} ) r . 5. PRICING SUMMARY Motorola's 800 MHz site system design is a design approved by the State of Colorado. The Statement of Work(SOW) describes the work to be performed for the installation, of the Building and Tower if applicable System Pricing 800 MHz DTRS Site Radios and Misc. Hardware $159,918.00 Microwave Equipment $0.00 Generator $25,100.00 Building for Site $46,613.00 Tower 0 System Total $231,631.00 Note: These prices reflect Motorola's CWIN Incentive r MOTOROLA Motorola or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary March 20,2006 1 f £ fk SECTION 6 Terms and Conditions f t`s+i I o Communications Products Agreement Motorola, Inc. ("Motorola"), and Weld County ("Customer") enter into this "Agreement," pursuant to which Customer will purchase and Motorola will sell the Products, as described below. Seller 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 the exhibits will be resolved in their listed order. Exhibit A Motorola"Software License Agreement" Exhibit B 'Technical and Implementation Documents" B-1 "List of Prducts" 3/20/2006 B-2 "System Description 3/20/2006 B-3 "Equipment List" 3/20/2006 B-4 "Statement of Work"dated_3/20/2006 B-5 "Pricing Summary dated 3/20/2006 Exhibit C "Payment Schedule" dated: _3/20/2006 Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: 2.1. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or r- 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. 2.2. "Contract Price" means the price for the Products, excluding applicable sales or similar taxes and freight charges. 2.3. "Effective Date" means that date upon which the last Party executes this Agreement. 2.4. "Equipment" means the equipment listed in the List of Products that Customer purchases from Motorola under this Agreement. 2.5. "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). 2.6. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software infringes upon the third party's United States patent or copyright. 2.7. "Motorola Software" means Software that Motorola or its affiliated company owns. 2.8. "Non-Motorola Software" means Software that another party owns. CPA.FINAL.Set.1.10.05.revision.doc 1 Motorola Contract No. 2.9. "Open Source Software" (also called "freeware" or"shareware") means software that has its underlying source code freely available to evaluate, copy, and modify. 2.10. "Products" mean the Equipment and Software provided by Motorola under this Agreement. 2.11. "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. 2.12. "Software" means the Motorola Software and Non-Motorola Software in object code format that is furnished with the Products. 2.13. 'Warranty Period" means one (1) year from the date of shipment of the Products. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide and install (if applicable) the Products, 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. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. ea. 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 expiration of the Warranty Period or three (3) years from the Effective Date, whichever occurs last. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. During the Term of this Agreement, Customer may order additional Equipment or Software if it is then available. Each 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, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Payment is due within twenty(20) days after the invoice date, and 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 http://www.motorola.com/businessandgovernment/ and the MOL telephone number is (800) 814-0601. 3.5. MAINTENANCE SERVICE. This Agreement does not cover maintenance or support of the Products except as provided under the warranty. If Customer wishes to purchase maintenance or support, Motorola will provide a separate maintenance and support proposal upon request. 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 CPA.FINAL.Set.1.10.o5.revision.doc 2 Motorola Contract No. Customer may change this information by giving written notice to Motorola. Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. If Motorola is providing installation or other services, Customer will provide all necessary construction and building permits, licenses, and the like; and access to the work sites or vehicles as reasonably requested by Motorola so that it may perform its contractual duties. 6.2. SITE CONDITIONS. If Motorola is providing installation or other services at Customer's sites, Customer will ensure that these work sites 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; electrical power outlets, distribution and equipment and telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the Products. Section 7 ACCEPTANCE Acceptance of the Products will occur upon delivery to Customer unless the Statement of Work provides for acceptance verification or testing, in which case acceptance of the Products will occur upon successful completion of the acceptance verification or testing. Notwithstanding the preceding sentence, Customer's use of the Products for their operational purposes will constitute acceptance. Section 8 REPRESENTATIONS AND WARRANTIES r1 8.1. 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. 8.2. 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 that are applicable to the Motorola Software. 8.3. 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. 8.4. 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 r's" to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced CPA.FINAL.Set.1.10.05.revision.doc 4 Motorola Contract No. product is warranted for the balance of the original applicable Warranty Period. All replaced products or parts will become the property of Motorola. 8.5. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the Products for commercial, industrial, or governmental use only, and are not assignable or transferable. 8.6. 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 9 DELAYS 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. Section 10 DISPUTES 10.1. SETTLEMENT PREFERRED. The Parties will attempt to settle any dispute arising from this Agreement (except for a claim relating to intellectual property or breach of confidentiality) through consultation and a spirit of mutual cooperation. The dispute will be escalated to appropriate higher-level managers of the Parties, if necessary. If cooperative efforts fail, the dispute will be mediated by a /^ mediator chosen jointly by the Parties within thirty days after notice by one of the Parties demanding non- binding mediation. The Parties will not unreasonably withhold their consents to the selection of a mediator, will share the cost of the mediation equally, may postpone mediation until they have completed some specified but limited discovery about the dispute, and may also replace mediation with some other form of non-binding alternative dispute resolution ("ADR"). 10.2. LITIGATION. A Party may submit to a court of competent jurisdiction in the state in which the Products are delivered any claim relating to intellectual property or a breach of confidentiality provisions and any dispute that cannot be resolved between the Parties through negotiation or mediation within two (2) months after the date of the initial demand for non-binding mediation. Each Party consents to jurisdiction over it by that court. The use of ADR procedures will not be considered under the doctrine of laches, waiver, or estoppel to affect adversely the rights of either Party. Section 11 DEFAULT AND TERMINATION 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 the 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. If the non-performing Party fails to cure the default, the performing Party may terminate any unfulfilled portion of this Agreement and recover damages as permitted by law and this Agreement. es" Section 12 PATENT AND COPYRIGHT INFRINGEMENT INDEMNIFICATION CPA.FINAL.Set.1.10.05.revision.doc 5 Motorola Contract No. 12.1. Motorola will defend at its expense any suit brought against Customer to the extent that it is based on an Infringement Claim, and Motorola will indemnify Customer for those costs and damages finally awarded against Customer for an 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. 12.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense procure for Customer the right to continue using the Equipment or Motorola Software, replace or modify it so that it becomes non-infringing while providing functionally equivalent performance, or grant Customer a credit for the Equipment or Motorola Software as depreciated and accept its return. The depreciation amount will be calculated based upon generally accepted accounting standards for such Equipment and Motorola Software. 12.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon the combination of the Equipment or Motorola Software with any software, apparatus or device not furnished by Motorola; the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Equipment or Motorola Software; any Equipment that is not Motorola's design or formula; a modification of the Motorola Software by a party other than Motorola; or the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. The foregoing states the entire liability of Motorola with respect to infringement of patents and copyrights by the Equipment, Motorola Software, or any of their parts. Section 13 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 14 CONFIDENTIALITY AND PROPRIETARY RIGHTS 14.1. 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 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 such 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 CPA.FINAL.Set.1.10.05.revision.doc 6 Motorola Contract No. limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. 14.2. 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, 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 15 GENERAL 15.1. TAXES. The Contract Price does not include 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. 15.2. ASSIGNABILITY AND SUBCONTRACTING. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 15.3 WAIVER. Failure or delay by either Party to exercise any 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. 15.4. 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. 15.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement only 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. 15.6. HEADINGS AND SECTION REFERENCES; CONSTRUCTION. 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. CPA.FINAL.Set.1.10.05.revision.doc 7 Motorola Contract No. 15.7. GOVERNING LAW. This Agreement and the rights and duties of the Parties will be governed by and interpreted in accordance with the laws of the State in which the Products are delivered. 15.8. 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. 15.9. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either delivered personally 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: Customer Weld County/Greeley PD Motorola, Inc. Attn: Juan Cruz Attn: _Contracts Manager/GEMS 919 7th Street 6450 Sequence Drive Greeley, CO 80631 San Diego, CA 92121 fax: fax: 858-4O4-2562 15.10. 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 r. license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 15.11. 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 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. 15.12. 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 9.7 (Disclaimer of Implied Warranties); Section 10 (Disputes); Section 13 (Limitation of Liability); Section 14 (Confidentiality and Proprietary Rights; and all of the General terms in this Section 15. The Parties hereby enter into this Agre ent as of the Effective Date. Motorola, Inc. Customer By: By, Name: Name: • • •ei e Title: Title: Chair, Board of County Commissioners Date: LES Date: 06/21/2006 0 CPA.FINAL.Set.1.10.05.revision.doc 8 Motorola Contract No. r"` CPA.FINAL.Set.1.10.05.revision.doc 9 Motorola Contract No. Exhibit A Software License Agreement In this Exhibit A, the term "Licensor" means Motorola, Inc., ("Motorola") or Printrak International, Incorporated, a Motorola company ("Printrak"); "Licensee," means the Customer; "Primary Agreement" means the agreement to which this exhibit is attached; and "Agreement" means this Exhibit and the applicable terms and conditions contained in the Primary Agreement. The Parties agree as follows: Section 1 SCOPE Licensor will provide to Licensee proprietary software or radio communications, computer, or other electronic products ("Products") containing embedded or pre-loaded proprietary software, or both. "Software" means the proprietary software in object code format, and adaptations, translations, de- compilations, disassemblies, emulations, or derivative works of the software, and may contain one or more items of software owned by a third party supplier ('Third Party Software"). 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 this information is provided) are collectively referred to as "Documentation" This Agreement contains the terms and conditions pursuant to which Licensor will license to Licensee, and Licensee may use, the Software and Documentation. Section 2 GRANT OF LICENSE Subject to Section 1, Licensor hereby grants to Licensee a personal, non-transferable (except as permitted in Section 8 below), limited, and non-exclusive license under Licensor's applicable proprietary rights to use the Software and related Documentation for the purposes for which they were designed and in accordance with the terms and conditions of this Agreement. The license does not grant any rights to source code. If the Software is or includes Integration Framework, Customer Service Request ("CSR"), or Cityworks software, that Software is licensed pursuant to this Agreement plus a separate document entitled "Software License Agreement Rider for Integration Framework, Customer Service Request, or Cityworks Software" (which document is incorporated by this reference and is either attached to this Agreement or will be provided upon Licensee's request). Section 3 LIMITATIONS ON USE 3.1. 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. Licensee may not for any reason modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code, create derivative works from, adapt, translate, merge with other software, copy, reproduce, distribute, or export any Software or permit or encourage any third party to do so, except that Licensee may make one copy of Software provided by Licensor to be used solely for archival, back-up, or disaster recovery purposes. Licensee must reproduce all copyright and trademark notices on all copies of the Software and Documentation. 3.2. Licensee may not copy onto or transfer Software installed in one Product device onto another device. Notwithstanding the preceding sentence, Licensee may temporarily transfer Software installed on one device onto another if the original device is inoperable or malfunctioning, if Licensee provides written notice to Licensor of the temporary transfer and the temporary transfer is discontinued when the original device is returned to operation. Upon Licensor's written request, Licensee must provide to Licensor a i-� written list of all Product devices in which the Software is installed and being used by Licensee. CPA.FINAL.Set.1.10.05.revision.doc 1 Motorola Contract No. 3.3. Concerning Motorola's Radio Service Software ("RSS"), if applicable, Licensee must purchase a copy for each location at which Licensee uses RSS. Licensee's use of RSS at an authorized location does not entitle Licensee to use or access the RSS remotely. Licensee may make one additional copy for each computer owned or controlled by Licensee at each authorized location. Upon Licensor's written request, Licensee must provide to Licensor a written list of all locations where Licensee uses or intends to use RSS. Section 4 OWNERSHIP AND TITLE Title to all copies of Software will not pass to Licensee at any time and remains vested exclusively in the copyright owner. The copyright owner owns and retains all of its proprietary rights in any form concerning the Software and Documentation, including all rights in patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, and other intellectual properties (including any corrections, bug fixes, enhancements, updates, or modifications to or derivative works from the Software whether made by Licensor or another party, or any improvements that result from Licensor's processes or, if applicable, providing information services). Nothing in this Agreement is intended to restrict the proprietary rights of Licensor or to grant by implication or estoppel any proprietary rights. All intellectual property developed, originated, or prepared by Licensor in connection with providing to Licensee Software, Products, Documentation, or related services remain vested exclusively in Licensor, and this Agreement does not grant to Licensee any shared development rights of intellectual property. Section 5 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Licensor's valuable proprietary and Confidential Information and are Licensor's trade secrets, and that the provisions in the Agreement concerning Confidential Information apply. �-. Section 6 LIMITED WARRANTY 6.1. The commencement date and the term of the Software warranty will be as stated in the Primary Agreement, except that the Warranty Period for Printrak's LiveScan software will be 90 days; and 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. 6.2. During the applicable Warranty Period, Licensor 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 solely with reference to the Documentation. Licensor does not warrant that Licensee's use of the Software or Products will be uninterrupted or error-free or that the Software or the Products will meet Licensee's particular requirements. Warranty claims are described in the Primary Agreement. 6.3. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE TRANSACTION COVERED BY THIS AGREEMENT IS A LICENSE AND NOT A SALE OF GOODS. Section 7 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. r CPA.FINAL.Set.1.10.05.revision.doc 2 Motorola Contract No. Section 8 TRANSFERS Licensee will not transfer Software or the related Documentation to any third party without Licensor's prior written consent, which consent may be withheld in Licensor's reasonable discretion and which may be conditioned upon the transferee paying all applicable license fees and agreeing to be bound by this Agreement. Notwithstanding the preceding sentence, if Licensee transfers ownership of radio Products to a third party, Licensee may assign its rights to use the Software (other than Radio Service Software and Motorola's FLASHport® Software) embedded in or furnished for use with those radio Products; if Licensee transfers all copies of the Software and the related Documentation to the transferee, and the transferee executes a transfer form to be provided by Licensor upon request (which form obligates the transferee to be bound by this Agreement). Section 9 TERM AND TERMINATION Licensee's right to use the Software and Documentation will begin when this Agreement is mutually executed by both parties and will continue during the life of the Products in which the Software is used, unless Licensee breaches this Agreement in which case it will be terminated immediately upon notice by Licensor. Licensee acknowledges that Licensor has made a considerable investment of resources in the development, marketing, and distribution of its proprietary Software and Documentation and that reasonable and appropriate limitations on Licensee's use of the Software and Documentation are necessary for Licensor to protect its investment, trade secrets, and valuable intellectual property rights concerning the Software and Documentation, Licensee also acknowledges that its breach of this Agreement will result in irreparable harm to Licensor for which monetary damages would be inadequate. In the event of a breach of this Agreement and in addition to termination of this Agreement, Licensor will 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). Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Licensor that all copies of the Software and Documentation have been returned to Licensor or destroyed and are no longer in use by Licensee. Section 10 NOTICES Notices are described in the Primary Agreement. Section 11 UNITED STATES GOVERNMENT LICENSING PROVISIONS If Licensee is the United States Government or a United States Government agency, then this section also applies. Licensee's use, duplication or disclosure of the Software and Documentation under Licensor'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 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 each 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 12 GENERAL 12.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption that public disclosure of the Software or any trade secrets associated with the Software has occurred. CPA.FINAL.Set.1.10.05.revision.doc 3 Motorola Contract No. 12.2. COMPLIANCE WITH LAWS. 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 Licensor 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 will be a material breach of this Agreement, permitting immediate termination by Licensor. 12.3. ASSIGNMENTS. Licensor may assign any of its rights or subcontract any of its obligations under this Agreement, or encumber or sell any of its rights in any Software, without prior notice to or consent of Licensee. 12.4. GOVERNING LAW. 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 to which the Software or Products are shipped if Licensee is a sovereign government entity, or the laws of the State of Illinois if Licensee is not a sovereign government entity. CPA.FINAL.Set.1.10.05.revision.doc 4 Motorola Contract No. Exhibit B Technical and Implementation Documents CPA.FINAL.Set.1.10.05.revision.doc 5 Motorola Contract No. tea' Exhibit C Payment Schedule Radio Equipment/Microwave/Generator Due Net 30 days from shipment, as shipped This equipment will be shipped to the state service facilities for inventory and implementation Building and Tower 60% Upon Receipt of Tower/Building 40% Upon Completion CPA.FINAL.Set.1.10.05.revision.doc 6 Motorola Contract No. Exhibit D Pricing Summary System Pricing 800 MHz DTRS Site Radios and Misc. Hardware $159,918.00 Microwave Equipment $0.00 Generator $25,100.00 Building for Site $46,613.00 Tower 0 System Total $231,631.00 Note: These prices reflect Motorola's CWIN Incentive r^ CPA.FINAL.Set.1.10.05.revision.doc 7 Motorola Contract No. Hello