HomeMy WebLinkAbout20223555.tiffRESOLUTION
RE: APPROVE COMMUNICATIONS SYSTEM AND SERVICES AGREEMENT FOR TIME
DIVISION MULTIPLE ACCESS WITH DYNAMIC DUAL MODE (TDMA/DDM) RADIO
PROJECT, AND AUTHORIZE CHAIR TO SIGN - MOTOROLA SOLUTIONS, 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 System and Services
Agreement for the Time Division Multiple Access with Dynamic Dual Mode (TDMA/DDM) Radio
Project between the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Communications and Public
Safety, and Motorola Solutions, Inc., 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 System and Services Agreement for the Time
Division Multiple Access with Dynamic Dual Mode (TDMA/DDM) Radio Project between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, on behalf of the Department of Communications and Public Safety, and Motorola
Solutions, 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 Resolution was, on motion duly made and seconded, adopted
by the following vote on the 21st day of December, A.D., 2022.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: dj•G% / c jefeO:6k.
Weld County Clerk to the Board
BY:
Scott K. James, Chair
�_jC100_1_
Mike Freeman, Pro-Tem
414014.14
Perry L. Buck y�
APP: •VED •� ORS? :_'1% '1 �a`�
teve Moreno
County A orney
Date of signature: oI/x3723
Lori Saine
cc*. chl(TP)
ottn/23
2022-3555
CM0028
Civac4- tko51'
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: PS Wireless TDMA Radio Project
DEPARTMENT:
PS Communications DATE: 12/09/2022
PERSON REQUESTING: Tina Powell
Brief description of the problem/issue:
This is for our TDMA/DDM radio project upgrade. This has already been approved and is in the PS
Communications capital plan. This contract has been approved by Caitlin Perry.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
Approve: We move forward with our TDMA/DDM project to increase channel capacity while
maintaining our interoperability options.
Decline: We do not upgrade to TDMA/DDM and could have channel capacity issues in the future with
our growth.
Recommendation:
Staff recommends to approve the contract and move forward with the project.
Perry L. Buck
Mike Freeman, Pro -Tern
Scott K. James, Chair
Steve Moreno
Lori Saine
Schedule
R mendat' n Work Session
Other/Comments:
2022-3555
12/21
CM o On
Communications System and Services Agreement
Motorola Solutions, Inc. ("Motorola") and Weld County ("Customer") enter into this "Agreement," pursuant
to which Customer will purchase and Motorola will sell the System and Services, as described below.
Motorola and Customer may be referred to individually as a "Party" and collectively as the "Parties." For
good and valuable consideration, the Parties agree as follows:
Section 1 ATTACHMENTS
1.1. EXHIBITS. The Exhibits listed below are exhibits related to the System sale and
implementation. These Exhibits are incorporated into and made a part of this Agreement.
Exhibit A "Motorola Software License Agreement"
Exhibit B "Payment"
Exhibit C Technical and Implementation Documents
C-1 "System Description" dated May 17, 2022
C-2 "Pricing Summary & Equipment List" dated May 17, 2022
C-3 "Implementation Statement of Work" dated May 17, 2022
C-4 "Acceptance Test Plan" or "ATP" dated May 17, 2022
C-5 "Performance Schedule" dated May 17, 2022
Exhibit D "System Acceptance Certificate"
1.2. ADDENDUM (ADDENDA). Customer may elect to purchase professional or subscription
services in addition to the System and related services. Any such services will be governed by the terms
in the main body of the Agreement and an applicable Addendum containing terms specific to such
service. Such Addenda will be labeled with the name of the service being purchased.
1.3 ORDER OF PRECEDENCE. In interpreting this Agreement and resolving any ambiguities: 1) the
main body of this Agreement takes precedence over the exhibits (unless otherwise specified in an
exhibit), and any inconsistency between Exhibits A through D will be resolved in their listed order, and 2)
The applicable service Addendum will take precedence over the main body of the Agreement and the
Exhibits.
Section 2 DEFINITIONS
Capitalized terms used in this Agreement have the following meanings:
"Acceptance Tests" means those tests described in the Acceptance Test Plan.
"Addendum (Addenda)" is the title of the document(s) containing a specific set of terms and conditions
applicable to a particular service or other offering beyond the Communication System and System
implementation services. The terms in the Addendum are applicable only to the specific service or
offering described therein.
"Administrative User Credentials" means an account that has total access over the operating system,
files, end user accounts and passwords at either the System level or box level. Customer's personnel
with access to the Administrative User Credentials may be referred to as the Administrative User.
"Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes
(excluding training or testing).
"Confidential Information" means all information consistent with the fulfillment of this Agreement that is
(i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample form,
being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by
Communication System and Services Agreement v.2.9.2021
examination, testing or analysis of any hardware, software or any component part thereof provided by
discloser to recipient. The nature and existence of this Agreement are considered Confidential
Information. Confidential Information that is disclosed orally must be identified as confidential at the time
of disclosure and confirmed by the discloser by submitting a written document to the recipient within thirty
(30) days after such disclosure. The written document must contain a summary of the Confidential
Information disclosed with enough specificity for identification purpose and must be labeled or marked as
confidential or its equivalent.
"Contract Price" means the price for the System and implementation Services, excluding applicable
sales or similar taxes and freight charges. Further, unless otherwise stated in Exhibit B, "Payment" or the
pricing pages of the proposal, recurring fees for maintenance, SUA, or subscription services are not
included in the Contract Price.
"Deliverables" means all written information (such as reports, specifications, designs, plans, drawings,
analytics, Solution Data, or other technical or business information) that Motorola prepares for Customer
in the performance of the Services and is obligated to provide to Customer under this Agreement. The
Deliverables, if any, are more fully described in the Statement of Work.
"Derivative Proprietary Materials" means derivatives of the Proprietary Materials that Motorola may
from time to time, including during the course of providing the Services, develop and/or use and/or to
which Motorola provides Customer access.
"Effective Date" means that date upon which the last Party executes this Agreement.
"Equipment" means the hardware components of the Solution that Customer purchases from Motorola
under this Agreement. Equipment that is part of the System is described in the Equipment List.
"Feedback" means comments or information, in oral or written form, given to Motorola by Customer in
connection with or relating to Equipment or Services, during the term of this Agreement.
"Force Majeure" means an event, circumstance, or act that is beyond a Party's reasonable control,
such as an act of God, an act of the public enemy, an act of a government entity, strikes, other labor
disturbances, supplier performance, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war,
riots, or any other similar cause.
"Motorola Software" means software that Motorola or its affiliated companies owns.
"Non -Motorola Software" means software that a party other than Motorola or its affiliated companies
owns.
"Open Source Software" (also called "freeware" or "shareware") means software with either freely
obtainable source code, license for modification, or permission for free distribution.
"Proprietary Materials" means certain software tools and/or other technical materials, including, but not
limited to, data, modules, components, designs, utilities, subsets, objects, program listings, models,
methodologies, programs, systems, analysis frameworks, leading practices and specifications which
Motorola has developed prior to, or independently from, the provision of the Services and/or which
Motorola licenses from third parties.
"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.
Communication System and Services Agreement v.2.9.2021
2
"Services" means system implementation, maintenance, support, subscription, or other professional
services provided under this Agreement, which may be further described in the applicable Addendum
and/or SOW.
"Software" (i) means proprietary software in object code format, and adaptations, translations, de -
compilations, disassemblies, emulations, or derivative works of such software; (ii) means any
modifications, enhancements, new versions and new releases of the software provided by Motorola; and
(iii) may contain one or more items of software owned by a third party supplier. The term "Software" does
not include any third party software provided under separate license or third party software not licensable
under the terms of this Agreement.
"Software License Agreement" means the Motorola Software License Agreement (Exhibit A).
"Software Support Policy" ("SwSP") means the policy set forth at
https://www.motorolasolutions.com/content/dam/msi/secure/services/software policy.pdf and
attached as Exhibit E, describing the specific technical support that will be provided to Customers under
the Warranty Period and during any paid maintenance support period for Motorola Software. This policy
may be modified from time to time upon mutual agreement of the Parties.
"Solution" means the combination of the System(s) and Services provided by Motorola under this
Agreement.
"Solution Data" means Customer data that is transformed, altered, processed, aggregated, correlated or
operated on by Motorola, its vendors or other data sources and data that has been manipulated or
retrieved using Motorola know-how to produce value-added content to data consumers, including
customers or citizens which is made available to Customer with the Solution and Services.
"Specifications" means the functionality and performance requirements that are described in the
Technical and Implementation Documents.
"SUA" or "SUA II" means Motorola's Software Upgrade Agreement program.
"Subsystem" means a major part of the. System that performs specific functions or operations.
Subsystems are described in the Technical and Implementation Documents.
"System" means the Equipment, including incidental hardware and materials, Software, and design,
installation and implementation services that are combined together into an integrated system; the
System(s) is (are) described in the Technical and Implementation Documents.
"System Acceptance" means the Acceptance Tests have been successfully completed.
"System Data" means data created by, in connection with or in relation to Equipment or the performance
of Services under this Agreement.
"Warranty Period" for System Hardware, Software, or services related to system implementation means
one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Unless
otherwise stated in the applicable Addendum, Warranty Period for other Services means ninety (90) days
from performance of the Service.
Section 3 SCOPE OF AGREEMENT AND TERM
3.1. SCOPE OF WORK. Motorola will provide, install and test the System(s), and perform its other
contractual responsibilities to provide the Solution, all in accordance with this Agreement. Customer will
perform its contractual responsibilities in accordance with this Agreement.
Communication System and Services Agreement v.2.9.2021
3
3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this
Agreement. If a requested change causes an increase or decrease in the cost or time required to
perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price or
applicable subscription fees, Performance Schedule, or both, and will reflect the adjustment in a change
order or Addendum. Neither Party is obligated to perform requested changes unless both Parties
execute a written change order.
3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by
mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues
until the date of Final Project Acceptance or expiration of the Warranty Period, or completion of the
Services, whichever occurs last. The term and the effective date of recurring Services will be set forth in
the applicable Addendum.
3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the expiration date of the
Agreement, Customer may order additional Equipment or Software, if it is then available. Each purchase
order must refer to this Agreement, the expiration date of the Agreement, and must specify the pricing
and delivery terms. The Parties agree that, notwithstanding expiration of the Agreement, the applicable
provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment,
warranty commencement, and payment terms) will govern the purchase and sale of the additional
Equipment or Software. Additional or contrary terms in the purchase order will be inapplicable, unless
signed by both parties. Title and risk of loss to additional Equipment will pass at shipment, warranty will
commence upon delivery, and payment is due within thirty (30) days after the invoice date. Motorola will
send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively,
Customer may register with and place orders through the Motorola Solutions Customer Portal
eCommerce Shop, and this Agreement will be the "Underlying Agreement" for those eCommerce
transactions rather than the eCommerce Shop Terms and Conditions of Sale. eCommerce Shop
registration and other information may be found at
https://www.motorolasolutions.com/en us/registration and the shop support telephone number is
(800) 814-0601.
3.5. 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 attached as Exhibit
A.
3.6. NON -MOTOROLA SOFTWARE. Any Non -Motorola Software is licensed to Customer in
accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date
unless the copyright owner has granted to Motorola the right to sublicense the Non -Motorola Software
pursuant to the Software License Agreement, in which case it applies and the copyright owner will have
all of Licensor's rights and protections under the Software License Agreement. Motorola makes no
representations or warranties of any kind regarding Non -Motorola Software. Non -Motorola Software may
include Open Source Software.
3.7. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment,
Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications
and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order.
3.8. 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
Communication System and Services Agreement v.2.9.2021
4
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 SERVICES
4.1. If Customer desires and Motorola agrees to continue Services beyond the Term, Customer's
issuance and Motorola's acceptance of a purchase order for Services will serve as an automatic
extension of the Agreement for purposes of the continuing Services. Only the terms and conditions
applicable to the performance of Services will apply to the extended Agreement.
4.2. During the Warranty Period, in addition to warranty services, Motorola will provide maintenance
Services for the Equipment and support for the Motorola Software pursuant to the applicable
maintenance and support Statements of Work. Support for the Motorola Software will be in accordance
with Motorola's established Software Support Policy attached as Exhibit E.Maintenance Services and
support during the Warranty Period are included in the Contract Price. Unless already included in the
Contract Price, if Customer wishes to purchase 1) additional maintenance or software support services
during the Warranty Period; or 2) continue or expand maintenance, software support, installation, and/or
SUA services after the Warranty Period, Motorola will provide the description of and pricing for such
services in a separate proposal document. Unless otherwise agreed by the parties in writing, the terms
and conditions in this Agreement applicable to maintenance, support, installation, and/or SUA Services,
will be included in the Maintenance and Support Addendum, SUA Addendum, the applicable Statements
of Work, and the proposal, (if applicable). These collective terms will govern the provision of such
Services.
To obtain any such additional Services, Customer will issue a purchase order referring to this Agreement
and the separate proposal document. Omission of reference to this Agreement in Customer's purchase
order will not affect the applicability of this Agreement. Motorola's proposal may include a cover page
entitled "Service Agreement" or "Installation Agreement", as applicable, and other attachments. These
cover pages and other attachments are incorporated into this Agreement by this reference
4.3. PROFESSIONAL AND SUBSCRIPTION SERVICES. If Customer purchases professional or
subscription Services as part of the Solution, additional or different terms specific to such Service will be
included in the applicable Addendum and will apply to those Services. Customer may purchase
additional professional or subscription services by issuing a purchase order referencing this Agreement
and Motorola's proposal for such additional services.
4.4. Any information in the form of specifications, drawings, reprints, technical information or
otherwise furnished to Customer in providing Services under this Agreement or Motorola data viewed,
accessed, will remain Motorola's property, will be deemed proprietary, Confidential Information. This
Confidential Information will be promptly returned at Motorola's request.
4.5. TOOLS. All tools, equipment, dies, gauges, models, drawings or other materials paid for or
furnished by Motorola for the purpose of providing Services under this Agreement will be and remain the
sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or
control, be liable for any loss or damage to this property, and return it to Motorola upon request. This
property will be held by Customer for Motorola's use without charge and may be removed from
Customer's premises by Motorola upon 30 days written notice to Customer and scheduled at a mutually
agreeable time.Upon termination of the contract for any reason, Customer shall return to Motorola all
equipment delivered to Customer.
4.6. COVENANT NOT TO EMPLOY. During the term of this Agreement and continuing for a period of
Communication System and Services Agreement v.2.9.2021
5
two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or
recommend employment to any third party of any employee of Motorola or its subcontractors without the
prior written authorization of Motorola. This provision applies only to those employees of Motorola or its
subcontractors who are responsible for rendering Services under this Agreement. If this provision is
found to be overly broad under applicable law, it will be modified as necessary to conform to applicable
law.
4.7. CUSTOMER OBLIGATIONS. If the applicable Statement of Work or Addendum contains
assumptions that affect the Services or Deliverables, Customer will verify that they are accurate and
complete. Any information that Customer provides to Motorola concerning the Services or Deliverables
will be accurate and complete in all material respects. Customer will make timely decisions and obtain
any required management approvals that are reasonably necessary for Motorola to perform the Services
and its other duties under this Agreement. Unless the Statement of Work states the contrary, Motorola
may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any
assumptions and Customer -provided information, decisions and approvals described in this paragraph.
4.8. ASSUMPTIONS. If any assumptions or conditions contained in this Agreement, applicable
Addenda or Statements of Work prove to be incorrect or if Customer's obligations are not performed,
Motorola's ability to perform under this Agreement may be impacted and changes to the Contract Price,
subscription fees, project schedule, Deliverables, or other changes may be necessary.
4.9. NON -PRECLUSION. If, as a result of the Services performed under this Agreement, Motorola
recommends that Customer purchase products or other services, nothing in this Agreement precludes
Motorola from participating in a future competitive bidding process or otherwise offering or selling the
recommended products or other services to Customer. Customer represents that this paragraph does
not violate its procurement or other laws, regulations, or policies.
4.10. PROPRIETARY MATERIALS. Customer acknowledges that Motorola may use and/or provide
Customer with access to Proprietary Materials and Derivative Proprietary Materials. The Proprietary
Materials and the Derivative Proprietary Materials are the sole and exclusive property of Motorola and
Motorola retains all right, title and interest in and to the Proprietary Materials and Derivative Proprietary
Materials.
4.11. ADDITIONAL SERVICES. Any services performed by Motorola outside the scope of this
Agreement at the direction of Customer will be considered to be additional Services which are subject to
additional charges. Any agreement to perform additional Services will be reflected in a written and
executed change order, Addendum or amendment to this Agreement.
Section 5 PERFORMANCE SCHEDULE
The Parties will perform their respective responsibilities in accordance with the Performance Schedule.
By executing this Agreement, Customer authorizes Motorola to proceed with contract performance.
Section 6 CONTRACT PRICE, PAYMENT AND INVOICING
6.2. CONTRACT PRICE. The Contract Price in U.S. dollars is $ 2,789,787.00. If applicable, a pricing
summary is included with the Payment schedule in Exhibit B. Motorola has priced the Services, Software,
and Equipment as an integrated System. A change in Software or Equipment quantities, or Services,
may affect the overall Contract Price, including discounts if applicable. Fees for professional, SUA,
and/or subscription services which are not included in the Contract Price may be listed in Exhibit B, the
pricing pages of the proposal, or the applicable Addendum.
6.3. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the
Communication System and Services Agreement v.2.9.2021
6
Payment schedule in Exhibit B. Invoices will be mailed or emailed to Customer pursuant to Section 6.5,
Invoicing and Shipping Addresses. Except for a payment that is due on the Effective Date, 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 reference, the
Federal Tax Identification Number for Motorola is 36-1115800.
6.4. 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 delivery of the Equipment to
Customer. Title to Software will not pass to Customer at any time. Motorola will pack and ship all
Equipment in accordance with good commercial practices.
6.5. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following
address:
Name: Weld County (Attn: Tina Powell)
Address: 1551 N. 17t Ave, Suite 2, Greeley, CO 80631
Phone: (970) 400 - 2895
E -INVOICE. To receive invoices via email:
Customer Account Number 1000029844
Customer Accounts Payable Email: tpowell@weldgov.com
Customer CC(optional) Email: cbustos@weldgov.com
The address which is the ultimate destination where the Equipment will be delivered to Customer is:
Name: Weld County
Address: 1551 N. 17th Ave, Suite 2, Greeley, CO 80631
The Equipment will be shipped to the Customer at the following address (insert if this information is
known):
Name: Weld County
Address: 1551 N. 17th Ave, Suite 2, Greeley, CO 80631
Phone: (970) 400 - 2895
Customer may change this information by giving written notice to Motorola.
Section 7 SITES AND SITE CONDITIONS
7.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement,
Customer will provide a designated project manager; all necessary construction and building permits,
zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and
mounting locations; and access to the worksites or vehicles identified in the Technical and
Implementation Documents as reasonably requested by Motorola so that it may perform its duties in
accordance with the Performance Schedule and Statement of Work. If the Statement of Work so
indicates, Motorola may assist Customer in the local building permit process.
7.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and
in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the
Statement of Work states to the contrary, Customer will ensure that these work sites have adequate:
physical space; air conditioning and other environmental conditions; adequate and appropriate electrical
power outlets, distribution, equipment and connections; and adequate telephone or other communication
lines (including modem access and adequate interfacing networking capabilities), all for the installation,
use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola
may inspect the work site and advise Customer of any apparent deficiencies or non -conformities with the
requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the
version of E.I.A. standard RS -222 in effect on the Effective Date.
Communication System and Services Agreement v.2.9.2021
7
7.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation
Documents are no longer available or desired, or if subsurface, structural, adverse environmental or
latent conditions at any site differ from those indicated in the Technical and Implementation Documents,
the Parties will promptly investigate the conditions and will select replacement sites or adjust the
installation plans and specifications as necessary. If change in sites or adjustment to the installation
plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend
the Contract Price, Performance Schedule, or both, by a change order.
Section 8 TRAINING
Any training to be provided by Motorola to Customer will be described in the applicable Statement of
Work. Customer will notify Motorola immediately if a date change for a scheduled training program is
required. If Motorola incurs additional costs because Customer reschedules a training program less than
thirty (30) days before its scheduled start date, Motorola may recover these additional costs.
Section 9 SYSTEM ACCEPTANCE
9.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten
(10) days notice before the Acceptance Tests commence. System testing will occur only in accordance
with the Acceptance Test Plan.
9.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the
Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly
executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for
individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will
occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the
Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes
the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice
that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice
within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to
have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System
that do not materially impair the operation of the System as a whole will not postpone System Acceptance
or Subsystem acceptance, but will be corrected according to a mutually agreed schedule.
9.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation
and testing responsibilities may be impeded if Customer begins using the System before System
Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without
Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible
for System performance deficiencies that occur during unauthorized Beneficial Use. Upon
commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the
System.
9.4. FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance
when all deliverables and other work have been completed. When Final Project Acceptance occurs, the
parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate.
Section 10 REPRESENTATIONS AND WARRANTIES
10.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance
with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever
occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System
performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is
attached to or used in connection with the System or for reasons or parties beyond Motorola's control,
such as natural causes; the construction of a building that adversely affects the microwave path reliability
Communication System and Services Agreement v.2.9.2021
8
or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference
or intermodulation; or Customer changes to load usage or configuration outside the Specifications.
10.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment
under normal use and service will be free from material defects in materials and workmanship. If System
Acceptance is delayed beyond six (6) months after delivery of the Equipment by events or causes beyond
Motorola's control, this warranty expires eighteen (18) months after the delivery of the Equipment.
10.3. SOFTWARE WARRANTY. Except as described in the SwSP and unless otherwise stated in the
Software License Agreement, during the Warranty Period, Motorola warrants the Software in accordance
with the warranty terms set forth in the Software License Agreement and the provisions of this Section
that are applicable to the Software. If System Acceptance is delayed beyond six (6) months after delivery
of the Motorola Software by events or causes beyond Motorola's control, this warranty expires eighteen
(18) months after the shipment of the Motorola Software. Nothing in this Warranty provision is
intended to conflict or modify the Software Support Policy. In the event of an ambiguity or conflict
between the Software Warranty and Software Support Policy, the Software Support Policy
governs.
10.4. EXCLUSIONS TO EQUIPMENT AND SOFTWARE WARRANTIES. These warranties do not
apply to: (i) defects or damage resulting from: use of the Equipment or 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.
10.5. SERVICE WARRANTY. During the Warranty Period, Motorola warrants that the Services will be
provided in a good and workmanlike manner and will conform in all material respects to the applicable
Statement of Work. Services will be free of defects in materials and workmanship for a period of ninety
(90) days from the date the performance of the Services are completed. Customer acknowledges that
the Deliverables may contain recommendations, suggestions or advice from Motorola to Customer
'(collectively, "recommendations"). Motorola makes no warranties concerning those recommendations,
and Customer alone accepts responsibility for choosing whether and how to implement the
recommendations and the results to be realized from implementing them.
10.6. 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 Equipment or Software 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. These actions will be the full extent of Motorola's liability for the
warranty claim. In the event of a valid Services warranty claim, Customer's sole remedy is to require
Motorola to re -perform the non -conforming Service or to refund, on a pro -rata basis, the fees paid for the
non -conforming Service. If this investigation indicates the warranty claim is not valid, then Motorola may
invoice Customer for responding to the claim on a time and materials basis using Motorola's then current
labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty
period. All replaced products or parts will become the property of Motorola.
10.7. ORIGINAL END USER IS COVERED. These express limited warranties are extended by
Motorola to the original user purchasing the System or Services for commercial, industrial, or
governmental use only, and are not assignable or transferable.
Communication System and Services Agreement v.2.9.2021
10.8. 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, NON -INFRINGEMENT, AND FITNESS FOR A PARTICULAR
PURPOSE.
Section 11 DELAYS
11.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if
caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay
performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers
the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the
Performance Schedule or applicable Addenda for a time period that is reasonable under the
circumstances.
11.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its
other contractors) delays the Performance Schedule, it will make the promised payments according to the
Payment schedule as if no delay occurred; and the Parties will execute a change order to extend the
Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred
because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for
additional freight, warehousing and handling of Equipment; extension of the warranties; travel;
suspending and re -mobilizing the work; additional engineering, project management, and standby time
calculated at then current rates; and preparing and implementing an alternative implementation plan.
Section 12 DISPUTES
The Parties will use the following procedure to address any dispute arising under this Agreement (a
"Dispute").
12.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the
laws of the State in which the System is installed.
12.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice
of Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good
faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle
the Dispute and who are at a higher level of management than the persons with direct responsibility for
the matter and 2) direct communication between the executives. If the Dispute has not been resolved
within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation.
12.3. MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice
to mediate from either Party ("Notice of Mediation"). Neither Party may unreasonably withhold consent to
the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request
that American Arbitration Association nominate a mediator. Each Party will bear its own costs of
mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the
mediation in good faith and will be represented at the mediation by a business executive with authority to
settle the Dispute.
12.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days
after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent
jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to submit to the
exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection
with this Agreement.
12.5. CONFIDENTIALITY. All communications pursuant to subsections 12.2 and 12.3 will be treated
Communication System and Services Agreement v.2.9.2021
10
as compromise and settlement negotiations for purposes of applicable rules of evidence and any
additional confidentiality protections provided by applicable law. The use of these Dispute resolution
procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the
rights of either Party.
Section 13 DEFAULT AND TERMINATION
13.1. DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this
Agreement, the other Party may consider the non -performing Party to be in default (unless a Force
Majeure causes the failure) and may assert a default claim by giving the non -performing Party a written
and detailed notice of default. Except for a default by Customer for failing to pay any amount when due
under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days
after receipt of the notice of default to either cure the default or, if the default is not curable within thirty
(30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan
immediately after receipt of notice by the other Party that it approves the plan. If Customer is the
defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan.
13.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section
13.1, unless otherwise agreed in writing, the non -defaulting Party may terminate any unfulfilled portion of
this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non -
defaulting Party any of its Confidential Information. If Customer is the non -defaulting Party, terminates
this Agreement as permitted by this Section, and completes the System through a third Party, Customer
may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to
a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price.
Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges.
In the event Customer elects to terminate this Agreement for any reason other than default, Customer
shall pay Motorola for the conforming Equipment and/or Software delivered and all services performed.
13.3. TERMINATION FOR CONVENIENCE. Customer may terminate this Agreement for its
convenience in whole or in part. To exercise this right, Customer must provide to Motorola formal written
notice at least thirty (30) days in advance of the effective date of the termination. If Customer exercises
this right to terminate for convenience, it will be liable to pay Motorola for services performed and
Software and/or equipment delivered up to the date of termination.
Section 14 INDEMNIFICATION
14.1. GENERAL INDEMNITY BY Motorola. Motorola will indemnify and hold Customer harmless from
any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or
direct damage to tangible property which may accrue against Customer to the extent it is caused by the
negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties
under this Agreement, if Customer gives Motorola prompt, written notice of any claim or suit. Customer
will cooperate with Motorola in its defense or settlement of the claim or suit. This Section sets forth the
full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to
Motorola's performance under this Agreement.
14.3. PATENT AND COPYRIGHT INFRINGEMENT.
14.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on
a third -party claim alleging that the Equipment manufactured by Motorola or the Motorola Software
("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim").
Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in
writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all
negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if
requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to
Communication System and Services Agreement v.2.9.2021
Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally
awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in
writing, by Motorola in settlement of an Infringement Claim.
14.3.2 If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its
option and expense: (a) procure for Customer the right to continue using the Motorola Product; (b)
replace or modify the Motorola Product so that it becomes non -infringing while providing functionally
equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for
the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be
calculated based upon generally accepted accounting standards.
14.3.3 Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon:
(a) the combination of the Motorola Product with any software, apparatus or device not furnished by
Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to
or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in
accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement
would not have occurred without such designs, specifications, guidelines or instructions; (d) a
modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a
manner for which the Motorola Product was not designed or that is inconsistent with the terms of this
Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that
is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its
indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the
Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived
by Motorola from Customer from sales or license of the infringing Motorola Product.
14.3.4. This Section 14 provides Customer's sole and exclusive remedies and Motorola's entire liability in
the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to
provide any other or further remedies, whether under another provision of this Agreement or any other
legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies
provided in this Section 14 are subject to and limited by the restrictions set forth in Section 15.
Section 15 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 implementation and
other one-time Services with respect to which losses or damages are claimed. With respect to all
subscription or other ongoing Services and unless as otherwise provided under the applicable Addenda,
Motorola's total liability will be limited to the direct damages recoverable under law, but not to exceed the
price of twelve (12) months of Services preceding the incident giving rise to the claim. 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, LOSS TIME, DATA, GOODWILL, 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 16 CONFIDENTIALITY AND PROPRIETARY RIGHTS
16.1. CONFIDENTIAL INFORMATION.
Communication System and Services Agreement v.2.9.2021
12
16.1.1. Each party is a disclosing party ("Discloser") and a receiving party ("Recipient") under this
Agreement. All Deliverables will be deemed to be Motorola's Confidential Information. During the term of
this Agreement and for a period of three (3) years from the expiration or termination of this Agreement,
Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of
Confidential Information to only those employees (including, but not limited to, employees of any wholly
owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company),
agents or consultants who must be directly involved with the Confidential Information for the purpose and
who are bound by confidentiality terms substantially similar to those in this Agreement; (iii) not copy,
reproduce, reverse engineer, decompile, or disassemble any Confidential Information; (iv) use the same
degree of care as for its own information of like importance, but at least use reasonable care, in
safeguarding against disclosure of Confidential Information; (v) promptly notify Discloser upon discovery
of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain
possession of the Confidential Information and prevent further unauthorized actions or other breach of
this Agreement; and (vi) only use the Confidential Information as needed to fulfill this Agreement.
16.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can
demonstrate by documentation (i) is now available or becomes available to the public without breach of
this agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully
obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to
such disclosure; or (v) is independently developed by Recipient without the use of any of Discloser's
Confidential Information or any breach of this Agreement.
16.1.3. All Confidential Information remains the property of the Discloser and will not be copied or
reproduced without the express written permission of the Discloser, except for copies that are absolutely
necessary in order to fulfill this Agreement. Within ten (10) days of receipt of Discloser's written request,
Recipient will return all Confidential Information to Discloser along with all copies and portions thereof, or
certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain
one (1) archival copy of the Confidential Information that it may use only in case of a dispute concerning
this Agreement. No license, express or implied, in the Confidential Information is granted other than to
use the Confidential Information in the manner and to the extent authorized by this Agreement. The
Discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to
this Agreement.
16.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party
manufacturer of any Equipment, and the copyright owner of any Non -Motorola Software own and retain
all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is
intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by
Motorola in connection with providing to Customer the Equipment, Software, or related services remain
vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development
rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola
does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or
interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components,
decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create
derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell
or export the Software, or permit or encourage any third party to do so. The preceding sentence does not
apply to Open Source Software which is governed by the standard license of the copyright owner.
16.3 VOLUNTARY DISCLOSURE. Except as required to fulfill its obligations under this Agreement,
Motorola will have no obligation to provide Customer with access to its Confidential Information and/or
proprietary information. Under no circumstances will Motorola be required to provide any data related to
cost and pricing.
16.4 DATA AND FEEDBACK.
Communication System and Services Agreement v.2.9.2021
13
16.4.1 To the extent permitted by law, Customer owns all right, title and interest in System Data created
solely by it or its agents (hereafter, "Customer Data"), and grants to Motorola the right to use, host, cache,
store, reproduce, copy, modify, combine, analyze, create derivatives from, communicate, transmit,
publish, display, and distribute such Customer Data.
16.4.2 Motorola owns all right, title and interest in data resulting from System Data that is or has been
transformed, altered, processed, aggregated, correlated or operated on (hereafter, "Derivative Data").
16.4.3 Any Feedback given by Customer is and will be entirely voluntary and, even if designated as
confidential, will not create any confidentiality obligation for Motorola. Motorola will be free to use,
reproduce, license or otherwise distribute and exploit the Feedback without any obligation to Customer.
Customer acknowledges that Motorola's receipt of the Feedback does not imply or create recognition by
Motorola of either the novelty or originality of any idea. The parties further agree that all fixes,
modifications and improvements made to Motorola products or services conceived of or made by
Motorola that are based, either in whole or in part, on the Feedback are the exclusive property of
Motorola and all right, title and interest in and to such fixes, modifications or improvements to the
Motorola product or service will vest solely in Motorola.
Section 17 GENERAL
17.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other
taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola
is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to
Motorola the amount of the taxes (including any interest and penalties) within thirty (30) 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.
17.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may
assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the
other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or
transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign
this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer.
In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"),
whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation
Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to
Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its
affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event.
Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under
this Agreement.
17.3. WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will
not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a
writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either
a future or continuing waiver of that same right or power, or the waiver of any other right or power.
17.4. 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.
17.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an
independent contractor. The Parties and their personnel will not be considered to be employees or
Communication System and Services Agreement v.2.9.2021
14
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. Motorola, its employees and agents are
not entitled to unemployment insurance or workers' compensation benefits through Customer
and Customer shall not pay for or otherwise provide such coverage for Motorola or any of its
agents or employees. Unemployment insurance benefits will be available to Motorola and its
employees and agents only if such coverage is made available by Motorola or a third party.
Motorola shall pay when due all applicable employment taxes and income taxes and local head
taxes (if applicable) incurred pursuant to this Agreement.This Agreement will not constitute, create,
or be interpreted as a joint venture, partnership or formal business organization of any kind.
17.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are
inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of
the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in
accordance with its terms and conditions and not for or against either Party.
17.7. NOTICES. Notices required under this Agreement to be given by one Party to the other must be
in writing and either personally delivered or sent to the address provided by the other Party 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.
17.8. 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.
17.9 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an
evolving technological area and therefore, laws and regulations regarding Services and use of Solution
may change. Changes to existing Services or the Solution required to achieve regulatory compliance
may be available for an additional fee. Any required changes may also impact the price for Services.
17.10. BOARD OF COUNTY COMMISSIONERS APPROVAL. This Agreement shall not be valid until it
has been approved by the Board of County Commissioners of Weld County, Colorado or its designee.
17.11. FUND AVAILABILITY. Nothing in this Agreement shall be construed to require any party to
provide funding for any purpose under this agreement that has not previously been budgeted. This
Agreement is subject to adequate appropriation in any given fiscal year. Should adequate funds not be
appropriated in any fiscal year to maintain payments under the terms and conditions of this Agreement,
the parties agree that the contract shall immediately terminate, pursuant to Section 13.3 of this
Agreement
17.12. GOVERNMENTAL IMMUNITY. No portion of this Agreement shall be deemed a waiver, express
or implied, of any immunities, rights, benefits, protections, or other provisions which a party, or its officers,
employees, or agents, may possess pursuant to the Colorado Governmental Immunity Act § 24-10-101,
Communication System and Services Agreement v.2.9.2021
15
et seq., C.R.S., as applicable now or hereafter amended.
17.13. ADMINISTRATOR LEVEL ACCOUNT ACCESS. If applicable to the type of System purchased by
Customer, Motorola will provide Customer with Administrative User Credentials. Customer agrees to only
grant access to the Administrative User Credentials to those personnel with the training and experience to
correctly use them. Customer is responsible for protecting Administrative User Credentials from
disclosure and maintaining Credential validity by, among other things, updating passwords when
required. Customer may be asked to provide valid Administrative User Credentials when in contact with
Motorola System support personnel. Customer understands that changes made as the Administrative
User can significantly impact the performance of the System. Customer agrees that it will be solely
responsible for any negative impact on the System or its users by any such changes. System issues
occurring as a result of changes made using the Administrative User Credentials may impact Motorola's
ability to perform Services or other obligations under the Agreement. In such cases, a revision to the
appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the
extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure
to maintain Administrative User Credentials, Motorola will be entitled to bill Customer and Customer will
pay Motorola on a time and materials basis for resolving the issue.
17.14. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this
Agreement for any reason: Section 3.5 (Motorola Software); Section 3.6 (Non -Motorola Software); if any
payment obligations exist, Sections 6.2 and 6.3 (Contract Price and Invoicing and Payment); Subsection
10.8 (Disclaimer of Implied Warranties); Section 12 (Disputes); Section 15 (Limitation of Liability); and
Section 16 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 17.
17.15. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement
of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements,
proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement
may be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties
had executed it as a single document. The Parties may sign in writing, or by electronic signature,
including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff
image, of a signature, shall be treated as and shall have the same effect as an original signature. In
addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement
shall be treated as and shall have the same effect as an original signed copy of this document. This
Agreement may be amended or modified only by a written instrument signed by authorized
representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or
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.
The Parties hereby enter into this Agreement as of the Effective Date.
Motorol olutions Inc.
By: 2A/1 -u ..JA
Name: Carrie Hemmen
Title: MSSSI Vice President & Director Sales
Date: 11/23/2022
Communication System and Services Agreement v.2.9.2021
Custome.
By:
Name: Scott K. James
Chair, Board of Weld
Title: County Commissioners
DEC 2 12022
Date:
16
aoaa -3555
Exhibit A
MOTOROLA SOFTWARE LICENSE AGREEMENT
This Exhibit A Motorola Software License Agreement ("Agreement") is between Motorola Solutions, Inc.,
("Motorola"), and Weld County ("Licensee").
For good and valuable consideration, the parties agree as follows:
Section 1 DEFINITIONS
1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which
the Software and Documentation is licensed for use.
1.2 "Documentation" means product and software documentation that specifies technical and
performance features and capabilities, and the user, operation and training manuals for the Software
(including all physical or electronic media upon which such information is provided).
1.3 "Open Source Software" means software with either freely obtainable source code, license for
modification, or permission for free distribution.
1.4 "Open Source Software License" means the terms or conditions under which the Open Source
Software is licensed.
1.5 "Primary Agreement" means the agreement to which this exhibit is attached.
1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design,
implementation, or internal controls that could be exercised (accidentally triggered or intentionally
exploited) and result in a security breach such that data is compromised, manipulated or stolen or the
system damaged.
1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de -
compilations, disassemblies, emulations, or derivative works of such software; (ii) means any
modifications, enhancements, new versions and new releases of the software provided by Motorola; and
(iii) may contain one or more items of software owned by a third party supplier. The term "Software" does
not include any third party software provided under separate license or third party software not licensable
under the terms of this Agreement.
Section 2 SCOPE
Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain
proprietary software or products containing embedded or pre -loaded proprietary software, or both. This
Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and
Licensee's use of the proprietary software and affiliated documentation.
Section 3 GRANT OF LICENSE
3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola
grants to Licensee a personal, limited, non -transferable (except as permitted in Section 7) and non-
exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary
Agreement) embodied in the Software to use the Software, in object code form, and the Documentation
solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any
rights to source code.
Communication System and Services Agreement v.2.9.2021
17
3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software,
the terms and conditions governing the use of such Open Source Software are in the Open Source
Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms
and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses
governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of
the applicable Open Source Software Licenses will take precedence over the license grants in this
Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine
whether any Open Source Software is provided under this Agreement; and (ii) identify the Open Source
Software (or specify where that license may be found).
3.3 TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT
PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT
BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT
AGREEMENT SUPERSEDES THE SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF
EACH SUCH PRODUCT.
Section 4 LIMITATIONS ON USE
4.1. Licensee may use the Software only for Licensee's internal business purposes and only in
accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting
the general nature of these restrictions, Licensee will not make the Software available for use by third
parties on a "time sharing," "application service provider," or "service bureau" basis or for any other
similar commercial rental or sharing arrangement.
4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer,
disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to
a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create
derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or
Documentation to any third party, grant any sublicense or other rights in the Software or Documentation
to any third party, or take any action that would cause the Software or Documentation to be placed in the
public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of
Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or
Documentation available to, or permit the use of the Software by any third party or on any machine
except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a
manner that would result in the production of a copy of the Software solely by activating a machine
containing the Software. Licensee may make one copy of Software to be used solely for archival, back-
up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at
the same time as the original Software is being operated. Licensee may make as many copies of the
Documentation as it may reasonably require for the internal use of the Software.
4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow
any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated
Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other
device. Licensee may temporarily transfer Software installed on a Designated Product to another device
if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola
of the temporary transfer and identifies the device on which the Software is transferred. Temporary
transfer of the Software to another device must be discontinued when the original Designated Product is
returned to operation and the Software must be removed from the other device. Licensee must provide
prompt written notice to Motorola at the time temporary transfer is discontinued.
4.4 Licensee will maintain, during the term of this Agreement and for a period of two years thereafter,
accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an
independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable
prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and
Communication System and Services Agreement v.2.9.2021
18
security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor.
Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the
Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this
Agreement.
Section 5 OWNERSHIP AND TITLE
Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the
Software and Documentation, including, but not limited to, all rights in patents, patent applications,
inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating
to the Software and Documentation (including any corrections, bug fixes, enhancements, updates,
modifications, adaptations, translations, de -compilations, disassemblies, emulations to or derivative works
from the Software or Documentation, whether made by Motorola or another party, or any improvements
that result from Motorola's processes or, provision of information services). No rights are granted to
Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are
expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or
prepared by Motorola in connection with providing the Software, Designated Products, Documentation or
related services, remains vested exclusively in Motorola, and Licensee will not have any shared
development or other intellectual property rights.
Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY
6.1. Unless otherwise stated in the Primary Agreement, the commencement date and the term of the
Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the
"Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola
warrants that the unmodified Software, when used properly and in accordance with the Documentation
and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful
operation of a feature critical to the primary functionality or successful operation of the Software. Whether
a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola
does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted,
error -free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will
meet Licensee's particular requirements. Motorola makes no representations or warranties with respect
to any third party software included in the Software. Notwithstanding, any warranty provided by a
copyright owner in its standard license terms will flow through to Licensee for third party software
provided by Motorola.
6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to
use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts
will involve either replacing the media or attempting to correct significant, demonstrable program or
documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable
time, then at Motorola's option, Motorola will replace the defective Software with functionally -equivalent
Software, license to Licensee substitute Software which will accomplish the same objective, or terminate
the license and refund the Licensee's paid license fee.
6.3. Warranty claims are described in the Primary Agreement.
6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and
all other warranties (express or implied, oral or written) with respect to the Software or Documentation,
including, without limitation, any and all implied warranties of condition, title, non -infringement,
merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows,
has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether
arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola
disclaims any warranty to any person other than Licensee with respect to the Software or Documentation.
Section 7 TRANSFERS
Communication System and Services Agreement v.2.9.2021
19
Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written
consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee
paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated
Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products
to a third party, Licensee may assign its right to use the Software (other than CPS and Motorola's
FLASHport® software) which is embedded in or furnished for use with the radio products and the related
Documentation; provided that Licensee transfers all copies of the Software and Documentation to the
transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon
request, obligating the transferee to be bound by this Agreement.
Section 8 TERM AND TERMINATION
8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement
is signed by both parties and will continue for the life of the Designated Products with which or for which
the Software and Documentation have been provided by Motorola, unless Licensee breaches this
Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation
may be terminated immediately upon notice by Motorola.
8.2 Licensee may terminate this Agreement for its convenience in whole or in part. To exercise this
right, Customer must provide to Motorola formal written notice at least thirty (30) days in advance of the
effective date of the termination. If Customer exercises this right to terminate for convenience, it will be
liable to pay Motorola for services performed and Software and/or equipment delivered up to the date of
termination.
8.3 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to
Motorola that all copies of the Software have been removed or deleted from the Designated Products and
that all copies of the Software and Documentation have been returned to Motorola or destroyed by
Licensee and are no longer in use by Licensee.
8.4 Licensee acknowledges that Motorola made a considerable investment of resources in the
development, marketing, and distribution of the Software and Documentation and that Licensee's breach
of this Agreement will result in irreparable harm to Motorola for which monetary damages would be
inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be
entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession
of all non -embedded Software and associated Documentation unless Licensee is a Federal agency of the
United States Government).
Section 9 Commercial Computer Software
9.1 This Section 9 only applies to U.S. Government end users. The Software, Documentation and
updates are commercial items as that term is defined at 48 C.F.R. Part 2.101, consisting of "commercial
computer software" and "computer software documentation" as such terms are defined in 48 C.F.R. Part
252.227-7014)a)(1) and 48 C.F.R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48
C.F.R. Part 227.7202, as applicable. Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227-
7015, 48 C.F.R. Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevant
sections of the Code of Federal Regulations, as applicable, the Software, Documentation and Updates
are distributed and licensed to U.S. Government end users: (i) only as commercial items, and (ii) with only
those rights as are granted to all other end users pursuant to the terms and conditions contained herein.
9.2 If Licensee is licensing Software for end use by the United States Government or a United States
Government agency, Licensee may transfer such Software license, but only if: (i) Licensee transfers all
copies of such Software and Documentation to such United States Government entity or interim
transferee, and (ii) Licensee has first obtained from the transferee (if applicable) and ultimate end user an
enforceable end user license agreement containing restrictions substantially identical to the ones
contained in this Agreement. Except as stated in the foregoing, Licensee and any transferee(s)
Communication System and Services Agreement v.2.9.2021
20
authorized by this subsection 9.2 may not otherwise use or transfer or make available any Motorola
software to any third party nor permit any party to do so.
Section 10 CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary
and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary
Agreement concerning Confidential Information apply.
Section 11 LIMITATION OF LIABILITY
The Limitation of Liability provision is described in the Primary Agreement.
Section 12 NOTICES
Notices are described in the Primary Agreement.
Section 13 GENERAL
13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be
construed as an admission or presumption of publication of the Software or public disclosure of any trade
secrets associated with the Software.
13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws
and regulations of the United States and Licensee will comply with all applicable laws and regulations,
including export laws and regulations of the United States. Licensee will not, without the prior
authorization of Motorola and the appropriate governmental authority of the United States, in any form
export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or
technical data or direct or indirect products sold or otherwise furnished to any person within any territory
for which the United States Government or any of its agencies at the time of the action, requires an export
license or other governmental approval. Violation of this provision is a material breach of this Agreement.
13.3 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an
evolving technological area and therefore, laws and regulations regarding Services and use of Solution
may change. Changes to existing Services or the Solution required to achieve regulatory compliance
may be available for an additional fee. Any required changes may also impact the price for Services.
13.4. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its
obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or
consent of Licensee.
13.5. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent
that they apply and otherwise by the internal substantive laws of the State to which the Software is
shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of
Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts
for the International Sale of Goods do not apply. In the event that the Uniform Computer Information
Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes
applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this
Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under
this Agreement. The governing law will be that in effect prior to the applicability of UCITA.
Communication System and Services Agreement v.2.9.2021
21
13.6. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of
Motorola and Licensee. No third party has the right to make any claim or assert any right under this
Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing,
any licensor or supplier of third party software included in the Software will be a direct and intended third
party beneficiary of this Agreement.
13.7. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement.
13.8. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the
Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject
matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other
subject matter.
13.9. SECURITY. Motorola uses reasonable means in the design and writing of its own Software and
the acquisition of third party Software to limit Security Vulnerabilities. While no software can be
guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will
take the steps set forth in Section 6 of this Agreement.
Communication System and Services Agreement v.2.9.2021
22
Exhibit B
PAYMENT
Except for a payment that is due on the Effective Date, 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
check, cashier's check, or wire transfer drawn on a U.S. financial institution. If Customer has purchased
additional Professional or Subscription services, payment will be in accordance with the applicable
addenda. Payment for the System purchase will be in accordance with the following milestones.
System Purchase (excluding Subscribers, if applicable)
1. 25% of the Contract Price due upon contract execution (due upon effective date);
2. 60% of the Contract Price due upon shipment of equipment from Staging;
3. 10% of the Contract Price due upon installation of equipment; and
4. 5% of the Contract Price due upon Final Acceptance.
If Subscribers are purchased, 100% of the Subscriber Contract Price will be invoiced upon
shipment (as shipped).
Motorola shall make partial shipments of equipment and will request payment upon shipment of such
equipment. In addition, Motorola shall invoice for installations completed on a site -by -site basis or when
professional services are completed, when applicable. The value of the equipment shipped/services
performed will be determined by the value shipped/services performed as a percentage of the total
milestone value. Unless otherwise specified, contract discounts are based upon all items proposed and
overall system package. For invoicing purposes only, discounts will be applied proportionately to the FNE
and Subscriber equipment values to total contract price. Overdue invoices will bear simple interest at the
maximum allowable rate by state law.
For Lifecycle Support Plan and Subscription Based Services:
Motorola will invoice Customer annually in advance of each year of the plan.
The chart below outlines the hourly labor rates for Motorola System Integration resources to be used. The staffing
requirements shall be multiplied by the appropriate rate per resource in the table below. The hourly labor rates are
fully burdened. The hourly rates per resource type and level are listed in Table 1.
Resource Types
Levels
Project
Management
System
Engineering
System
Technologist
Project
Administration
4
$ 290.00
$ 300.00
$ 280.00
$ 200.00
3
$ 240.00
$ 250.00
$ 240.00
$ 180.00
2
$ 220.00
$ 220.00
$ 220.00
$ 170.00
1
$ 190.00
$ 210.00
$ 210.00
$ 160.00
Table 1 - Hourly Rates
These rates apply to ordinary days and times (Monday to Friday during the hours 8am to 5pm). Additional
surcharges may apply to work done outside these timeframes. The minimum charge for any resource will be 4 hours.
Travel expenses are not included in these rates and may be charged separately. The qualifications of each type and
level of resource are defined in the tables found at
https://www.motorolasolutions.com/content/dam/msi/secure/services/labor-rates-exhibit-160408.pdf. All
Motorola System Integration personnel assigned to this project will be classified according these levels. Project
Administrative roles are vaned and their specific duties and qualifications will be determined by the complexity and
requirements of each project.
Communication System and Services Agreement v.2.9.2021
23
Exhibit C-1: System Description
Motorola Solutions Inc. is proposing to upgrade all the RF sites for Weld County on the FRCC
Core from Phase 1 to Phase 2 TDMA.
Motorola will upgrade the following number of channels to TDMA with Dynamic Dual Mode
(DDM):
• Twelve (12) channels at the Weld Central Simulcast Cell
• Nine (9) channels at the Weld South Simulcast Cell
• Twelve (12) channels at the Timnath ASR
• Six (6) channels at the Nunn ASR
• Six (6) channels at the Keensburg ASR
• Six (6) channels at the Niwot ASR
• Five (5) channels at the New Raymer ASR
• Five (5) channels at the Grover ASR
The proposed solution will increase the total number of talk paths available for voice
conversations in accordance with the table below:
.mulcas
FDMA
-DMA
Channels
upgrade
before
tat
Falk
paths
IA
upgrade
after
proposal
Total
I
TDI
Weld
Simulcast
Central
12
22
Weld
Simulcast
South
I c)
Timnath
ASR
12
2,
Nunn
ASR
6
!
0
Keensburg ASR
6
It)
Niwot
ASR
6
I
New
Raymer ASR
5
Grover ASR
5
8
The proposed solution is built upon the proven ASTRO 25 platform. With the addition of P25
TDMA operation, the ASTRO 25 system leverages 2:1 TDMA channel efficiency to double
voice path capacity see figure below, as compared to a P25 FDMA channel see following figure
below. This enhanced capacity improves the Grade of Service (GoS), leading to fewer busied
calls and faster callbacks during busy situations, relative to a standard P25 FDMA system.
Communication System and Services Agreement v.2.9.2021
24
Talkgroup 1
TG1 TG1 TG1 TG1 TO!
Voice Call 2
TDMA
9.6 kbps
TG2 TG2 TG2. TG2 TG2
TG2
4.0•6.
FDMA
12514-41
Channel
12 5kHz
Channel
This improvement is due to the fact that TDMA provides double the talk path capacity in the
same RF bandwidth allocation. Having this additional capacity improves GoS by reducing
channel busies. Furthermore, callbacks are faster due to the greater availability of talk paths in
the TDMA solution. If more voice path capacity is not required, the RF spectrum can be
redeployed for packet data services at the same site, or be redeployed at another site that needs
more voice path capacity. P25 TDMA also provides 6.25e (6.25 "equivalent") operation for
satisfying potential future FCC spectral efficiency requirements.
Beginning at ASTRO release 7.15 the sum of active FDMA voice calls, TDMA voice calls and
assigned IV&D data channels at each site can be up to 36. In addition to this capacity increase,
P25 TDMA provides further advantage of increasing the potential voice path capacity of your
system. Motorola understands that the FRCC system is recently upgraded to ASTRO 7.17.
Hence, FRCC's system, utilizing P25 TDMA and implicitly defined channels (channels in 700 or
800 MHz bands), will be capable of supporting up to 36 voice paths at each site. With P25
TDMA, the ASTRO 25 system meets your needs for maximum system availability.
Communication System and Services Agreement v.2.9.2021
25
Dynamic Dual Mode allows users to interoperate between P25 FDMA and P25 TDMA services
It is part of the call processing application and uses an advanced control channel that
dynamically switches call assignments between FDMA and TDMA
Dynamic Dual Mode is seamless to users and requires no intervention from users or network
operators For example, if a user man active P25 TDMA talkgroup call roams onto a P25 FDMA
only site, the system automatically initiates P25 FDMA mode at the next Push -to -Talk (PTT) Or
if an active P25 TDMA talkgroup call is underway at a site and a P25 FDMA-only member of
the talkgroup joins (or "affiliates") with the call, the system automatically switches the call to
P25 FDMA mode at the next PTT The FDMA-only user is now included in the call, and the call
is switched without any user intervention or awareness When a Dynamic Talkgroup has both
FDMA users and TDMA users affiliated with the system, and FDMA channel resources are
available, the talkgroup call proceeds in FDMA mode without requiring any user intervention
Should only TDMA users be affiliated on the system, the call takes place in TDMA mode
As an added, benefit in encrypted systems, the call setup automatically switches between FDMA
and TDMA while maintaining end -to -end encryption This provides a high level of assurance
that the system remains secure from dispatcher to radio user
Dynamic Dual Mode improves ease of use in ASTRO 25 systems with a mixed fleet of P25
FDMA and P25 TDMA radios For example
Radio users have seamless interoperability, regardless of the operations mode
Dispatch operators can automatically coordinate between P25, TDMA radio users
and P25 FDMA radio users, with no need to track or patch users together
System administrators do not need to pre -assign base stations as P25 TDMA or
P25 FDMA, the system automatically assigns the appropriate station mode based
on the needs of the user
FDMA mode without requiring any user intervention Should only TDMA users be affiliated on
the system, the call takes place in TDMA mode Dynamic Talkgroup Assignment is available as
a separate option, but if required can be enabled for any or all administrator -configured
talkgroups
Communication System and Services Agreement v 2 9 2021
26
Exhibit C-2: Pricing Summary and Equipment List
Pricing Summary
-
ion
Equipment
$2,550,400
Implementation
Services
$239,387
TOTAL
SYSTEM
$2,789,787
Equipment List
Weld County
TDMA and
DDM
Mastersite
Licenses
1
SQM01SUM0323
ASTRO
MASTER
SITE
1
CA03517AB
ADD:
CORE
EXPANSION
11
UA00159AB
ADD:
P25
PHASE
2 TDMA
TRKNG
OP
SITE
LIC
11
UA00160AA
ADD:
PHASE
2
DYNAMIC
TG ASGNMT
SITE
LIC
83
UA00161AA
ADD:
P25
PHASE
2
TDMA
SW
BASE
RADIO
LIC
83
UA00162AA
ADD:
PHASE
2 DYNAMIC
CH
BASE
RADIO
LIC
Site
Level'gTr8000
ESS
SW u
• :
rades;
1
17140
G
-SERIES
SOFTWARE
UPGRADE
83
CA01903AA
ADD:P25
FDMA
TO
P25
TDMA
SW
UPGRADE
21
CA01910AA
ADD:
CM
P25
FDMA
TO
P25 TDMA
SW
UP
83
CA01966AA
ADD:DYNAMIC
CHANNEL
ASSIGNMENT
SOFTWARE
Communication System and Services Agreement v.2.9.2021
27
Exhibit C-3: Implementation Statement of Work
Motorola Solutions will install and configure the proposed equipment. The following table describes the
tasks involved with installation and configuration.
Solutions
Motorola
Customer
PROJECT
INITIATION
-
Project Kickoff
Introduce
team,
review roles,
and
decision
authority.
X
X
Present
project
scope
and
objectives.
X
Review SOW responsibilities
and
project
schedule.
X
X
Schedule
Design
Review.
X
X
Deliverable:
Completed
project
kickoff
and
scheduled
Design
Review.
Design
Review
Review
the Customer's
operational
requirements.
X
X
Present
the
system
design
and
operational
requirements
for the
solution.
X
Present
installation
plan.
X
Present
process.
preliminary
cutover
plan
and
methods
to
document
final
cutover
X
Present
configuration
and
details
of
sites
required
by system
design.
X
Review safety,
security,
and
site
access
procedures.
X
Assume
complete
liability
installation.
and
responsibility
for
proving all
information
necessary
for
X
Assume responsibility
for
issues outside
of
Motorola
Solutions'
control.
X
Deliverable:
Finalized
design
documentation
Order
based
documentation.
upon
"frozen"
design,
along
with
any relevant
Change
Equipment
Order and
Manufacturing
Create
equipment
order
and
reconcile
to contract.
X
Manufacture
based
on
equipment
Motorola
Solutions
order.
-provided
equipment
necessary
for system
X
Procure non -Motorola
Solutions
equipment
necessary
for
the
system.
X
Deliverable:
Equipment
procured
and
ready
for
shipment.
Equipment
Shipment
and
Storage
Provide
secure location
for solution
equipment.
X
Communication System and Services Agreement v.2.9.2021
28
Solutions
Motorola
Customer
Pack
and
ship
solution
equipment
to
the identified,
or site
locations.
X
Receive solution
equipment.
X
Inventory
solution
equipment.
X
Deliverable:
Solution
equipment
received
and
ready
for installation
General
Installation
Install
TDMA
licensing
at
core and
at each
RF
site
X
Deliverable:
TDMA
licenses
installed.
SYSTEM
OPTIMIZATION
AND
Solution
Optimization
Verify
signal
that
levels
all
equipment
are
set
accurately.
is
operating
properly
and
that
all
electrical
and
X
Verify
communication
interfaces
between
devices
for
proper
operation.
X
Ensure
with
staging.
the
that
final
functionality
configuration
meets
established
manufacturers'
during
design
specifications
review
and
or system
complies
X
Deliverable:
Completion
of
System
Optimization.
Functional
Acceptance
Testing
Verify
Motorola
the
operational
Solutions,
as
functionality
contracted.
and
features
of
the
solution
supplied
by
X
Witness
the
functional
testing.
X
Document
all
issues
that
arise during
the
acceptance
tests.
X
If
Customer
after
any
Motorola
major
acceptance
task
Solutions
for
the
system
testing
determines
as contractually
beneficial
that
corrective
use,
described
repeat
action
that
fails
has
particular
during
been
taken.
task
the
X
or
Resolve
any minor
task
failures
before
Final
System
Acceptance.
X
Document
the
results
of
the acceptance
tests
and
present
for review.
X
Review and
approve
final
acceptance
test
results.
X
Deliverable:
Completion
of
functional
testing
and
approval
by Customer.
Cutover
Finalize
Cutover
Plan.
X
X
Calibrate
working
and
order.
tune existing
mobile
and
portable
radios
to ensure good
X
Communication System and Services Agreement v.2.9.2021
29
Solutions
Motorola
Customer
Provide
system
Motorola
database
Solutions
and
activation,
with
user radio
as required.
information
for input
into
the
X
Provide
building,
period.
programming
re -tuning,
testing
of
user
and
radios
installations),
and
related
as
services
needed,
during
(i.e.
template
cutover
X
Conduct
mitigate
cutover
cutover
technical
and
during
meeting
and
the
communication
general
with
relevant
operation
personnel
problem
of
the
impacts
system.
to
address
to the
both
users
how
during
to
X
Notify
cutover.
the
personnel
affected
by the
cutover
of
the
date
and
time
planned
for
X
Provide
schedule.
ongoing communication
with
users regarding
the
project
and
X
X
Cut
over users and
ensure that
user radios
are operating
on system.
X
Resolve
in order
punchlist
to
all
items,
the
documented
criteria
for final
during
system
the
Acceptance
acceptance.
Testing
phase,
X
meet
Assist
providing
approval
Motorola
of
support,
the
Solutions
resolved
such
as
with
access
punchlist
resolution
to
items.
of
the sites,
identified
equipment
punchlist
and
items
system,
by
and
X
Deliverable:
Migration
to new system
completed,
and
punchlist
items
resolved.
Transition
to Warranty
Review
and
the
service.
items
necessary for
transitioning
the
project
to warranty
support
X
Motorola
with
the
Solutions
proposed
services.
to
provide
services during
year 1
warranty
which
align
X
Provide
with
the
a Customer
contract
equipment.
Support
Plan
detailing
the
warranty
support
associated
X
Deliverable:
Service information
delivered
and
approved
by Customer
Finalize
Documentation
and
System
Acceptance
Provide
material
manufacturer's
to Customer
upon
installation
project
material,
completion.
part
list
and
other
related
X
Receive and
approve
documentation.
X
Execute
Final
Project
Acceptance.
X
X
Deliverable:
All
required
documents
are
provided
and
approved.
Final
Project
Acceptance.
1. DESIGN ASSUMPTIONS
The following assumptions were made to generate the proposed design, if any of the following points
is incorrect, a design revision is required:
• No diversity receive antennas are included on the sites.
• It is assumed that the Phase 2 TDMA Core licenses are already in place before the
implementation of this proposal.
• The subscribers require a TDMA Flash upgrade that is not included on this proposal.
Communication System and Services Agreement v.2.9.2021
30
It is assumed that all the sites are already upgraded to A72019.x G -series equipment.
No change to the antenna lines or antennas are considered. The existing antenna lines and
antennas are assumed to be in good working condition.
Coverage Acceptance testing CATP is not considered in this proposal.
Motorola previously provided informational only TDMA coverage maps for the Weld
County sites proposed to be upgraded. No coverage maps are provided as part of this
proposal.
The control channels associated with the dynamic TDMA/FDMA upgraded sites must
remain in FDMA mode.
2. RF COVERAGE IMPACT
RF coverage is dependent on a lot of environmental and physical factors which affect the link
budget. When migrating from FDMA to TDMA, Motorola anticipates seeing some minor
differences in fringe areas primarily to Talk -In coverage but Talk -out as well. These differences
may likely not be noticeable to the user unless they operate in an area already considered fringe.
In areas where Talk -in coverage has been unacceptably degraded, Motorola recommends a
receive diversity antenna at some or all of the sites to compensate for the degradation. Motorola
previously provided informational only TDMA coverage maps for the sites included in this
upgrade. The maps presented are as good as the information provided to Motorola. If the TDMA
coverage differs from the predicted coverage, the customer can request Motorola for a quote to
add receive diversity antenna system to the sites that need it.
3. SUBSCRIBER REPROGRAMMING
APX Subscribers with TDMA operation license will be able to access the TDMA talkgroups with
minor changes in the code plug through CPS/ Radio Manager. The proposed solution does not
included subscriber reprogramming services. FRCC will be responsible for any subscriber related
services. The customer should verify that the TDMA element programmed into the UNC Wizard
matches the ones programmed into the subscribers to insure proper TDMA operations.
Communication System and Services Agreement v.2.9.2021
31
Exhibit C-4: Acceptance Test Plan
Wide Area Trunking FDMAITDMA Mixed Sites
Talkgroup Call
1. DESCRIPTION
The Talkgroup is the primary level of organization for communications on a trunked radio system. Radios
with Talkgroup call capability will be able to communicate with other members of the same Talkgroup.
This provides the effect of a private channel down to the Talkgroup level.
This test will demonstrate that a Talkgroup transmission initiated by a radio user will only be heard by
system users, which have, the same Talkgroup selected. As with other types of calls, Talkgroup calls can
take place from anywhere in the system.
SETUP
RADIO -1 - SITE 1 - TALKGROUP 1
RADIO -2 - SITE 2 - TALKGROUP 1
RADIO -3 - SITE 1 - TALKGROUP 2
RADIO -4 - SITE 2 - TALKGROUP 2
2. TEST
Step 1. Initiate a Wide Area Call with RADIO -1 in TALKGROUP 1.
Step 2. Observe that only RADIO -2 will be able to monitor and respond to the call.
Step 3. Initiate a Wide Area Call with RADIO -3 in TALKGROUP 2.
Step 4. Observe that only RADIO -4 will be able to monitor and respond the call.
Pass Fail
Communication System and Services Agreement v.2.9.2021
32
Wide Area Trunking FDMA/TDMA Mixed Sites
Dynamic FDMA/TDMA Private Call
1. DESCRIPTION
Private Call is a selective calling feature that allows a dispatcher or radio user to carry on one-to-one
conversation that is only heard by the 2 parties involved. Subscriber units receiving a private call will
sound an alert tone. As with other types of calls, Private Calls can take place from anywhere in the
system. Private Calls always occur in the "Dynamic" mode. The system determines whether the call is
FDMA or TDMA by the capabilities of the 2 radios and the sites they are affiliated at.
SETUP
RADIO -1 (TDMA) - TALKGROUP 1
RADIO -2 (TDMA) - TALKGROUP 1
RADIO -8 (FDMA-only) - TALKGROUP 1
2. TEST
Step 1. Using RADIO -1, press the Private Call (Call) button. Enter the unit ID of RADIO -2 with the
keypad, or scroll to the location where this ID is stored and press the PTT to initiate the Private
Call.
Step 2. Verify that RADIO -2 hears tones and the display indicates that a Private Call has been received,
but RADIO -8 receives no indications.
Step 3. Answer the call at RADIO -2 by pressing the Private Call button. If RADIO -2 has a display, verify it
shows the ID number or alias of RADIO -1.
Step 4. Press the PTT switch on RADIO -2 and respond to the Private Call. Note that if you do not press
the Private Call button before pressing PTT, your audio will be heard by all members of the
talkgroup, and not by the radio initiating the Private Call.
Step 5. Verify that RADIO -2 can communicate with RADIO -1. Observe that the channel is assigned in
the TDMA mode.
Step 6. End the Private Call and return to normal talkgroup operation.
Step 7. Repeat the test swapping RADIO -2 with RADIO -8 and observe that the channel is assigned in the
FDMA mode.
Pass Fail
Communication System and Services Agreement v.2.9.2021
33
Wide Area Trunking FDMA/TDMA Mixed Sites
Dynamic FDMA/TDMA Priority Monitor/Non-Priority Scan
1. DESCRIPTION
A subscriber unit can scan a pre-programmed list to find any Priority and Non -priority Talkgroups with
assigned voice channels at that site. A TDMA-capable radio will be able to scan any talkgroup. If a Non -
priority talkgroup is set up as Dynamic, an FDMA-only radio will not be able to scan to that talkgroup if
that talkgroup is currently operating in the TDMA mode.
Note: SITE 1 ands SITE 2 must be TDMA capable.
SETUP
RADIO -1 (TDMA) - TALKGROUP 1 (SCANNING)
RADIO -1 - SITE - SITE 1
RADIO -2 (TDMA) - TALKGROUP 3
RADIO -2 - SITE - SITE 1
RADIO -3 (TDMA) - TALKGROUP 3
RADIO -3 - SITE - Any Site
RADIO -8 (FDMA-only) - TALKGROUP 2
RADIO -8 - SITE - SITE 1
RADIO -9 (FDMA-only) - TALKGROUP 1 (SCANNING)
RADIO -9 - SITE - SITE 1
Note: RADIO -1, RADIO -9 need to be set to a dial position configured to scan.
TALKGROUP 1, TALKGROUP 2 and TALKGROUP 3 are programmed for "Dynamic". TALKGROUP 1,
TALKGROUP 2 and TALKGROUP 3 are programmed in the scan list.
2. TEST
Step 1. Initiate a Talkgroup Call with RADIO -3 and observe that RADIO -1 scans to the talkgroup and
receives the call. Observe that RADIO -9 is not able to monitor the TDMA call. Keep the call in
progress until completion of the following step.
Step 2. Initiate a Talkgroup Call with RADIO -8 and observe that RADIO -1 does not receive the call since
RADIO -1 is listening to TALKGROUP 3. Observe that RADIO -9 is able to monitor the FDMA call.
Pass Fail
Communication System and Services Agreement v.2.9.2021
34
Site Trunking FDMA/TDMA Mixed Sites
Site Trunking Indication
1. DESCRIPTION
When a remote site loses its link or does not have a link to the Zone Controller, the affected site will enter
"Site Trunking" mode of operation. Radios locked onto this site will be serviced locally within this site's
coverage area.
NOTE: If the subscriber does not have the Display option, the "Site Trunking" indication will not be
displayed.
SETUP
RADIO -1 - TALKGROUP 1
RADIO -1 - SITE - SITE 1
RADIO -2 - TALKGROUP 2
RADIO -2 - SITE - SITE 1
Lock the subscribers to SITE 1 if more than one site exists on the system.
2. TEST
Step 1. Place SITE 1 into the Site Trunking mode.
Step 2. Verify that RADIO -1 and RADIO -2 are displaying the "Site Trunking" indication.
Step 3. Return the site to Wide Area Trunking unless the next test requires Site Trunking.
Pass Fail
Communication System and Services Agreement v.2.9.2021
35
Site Trunking FDMA/TDMA Mixed Sites
Talkgroup Call
1. DESCRIPTION
When a site goes into Site Trunking, radios with Talkgroup Call capability will be able to communicate
with other members of the same talkgroup at that same site. Members of the same talkgroup at other
sites will not be able to monitor those conversations.
SETUP
RADIO -1 - TALKGROUP 1
RADIO -1 - SITE - SITE 1
RADIO -2 - TALKGROUP 1
RADIO -2 - SITE - SITE 1
RADIO -3 - TALKGROUP 1
RADIO -3 - SITE - SITE 2
RADIO -4 - TALKGROUP 1
RADIO -4 - SITE - SITE 2
Note: All Radios should be "Site Locked"
2. TEST
Step 1. Place SITE 1 into the Site Trunking mode.
Step 2. Initiate a Talkgroup Call with RADIO -1 on TALKGROUP 1 at SITE 1.
Step 3. Observe that only RADIO -2 will be able to monitor and respond to the call. Note that RADIO -3
and RADIO -4 are not able this monitor the call since the site is not in wide area operation.
Step 4. Initiate a Talkgroup Call with RADIO -3 on TALKGROUP 1 at SITE 2.
Step 5. Observe that only RADIO -4 will be able to monitor and respond to the call.
Pass Fail
Communication System and Services Agreement v.2.9.2021
36
Site Trunking FDMA/TDMA Mixed Sites
Wide Area Recovery
1. DESCRIPTION
A site in Site Trunking will transition to Wide Area Trunking when all failures have been cleared. All
subscribers should transition from Site Trunking to Wide Area Trunking and continue to process calls.
SETUP
RADIO -1 - TALKGROUP 1
RADIO -1 - SITE - SITE 1
RADIO -2 - TALKGROUP 1
RADIO -2 - SITE - SITE 1
RADIO -3 - TALKGROUP 1
RADIO -3 - SITE - SITE 2
RADIO -4 - TALKGROUP 1
RADIO -4 - SITE - SITE 2
CONSOLE -1 - TALKGROUP 1
Note: All Radios should be "Site Locked"
2. TEST
Step 1. Set the status of SITE 1 to Wide Area and clear any system errors that may have placed SITE 1
into Site Trunking.
Step 2. Verify that the status of SITE 1 has transitioned into Wide Area Trunking.
Step 3. Verify that RADIO -1 and RADIO -2 no longer display Site Trunking.
Step 4. Verify Wide Area communications between RADIO -1, RADIO -2, RADIO -3, RADIO -4 and
CONSOLE -1.
Pass Fail
Communication System and Services Agreement v.2.9.2021
37
Site Trunking FDMA/TDMA Mixed Sites
Continuous Assignment Updating
1. DESCRIPTION
When a talkgroup is assigned a voice channel, the site controller continues to transmit the channel
assignment on the control channel for the duration of the Talkgroup Call. Radios coming into use on the
system are automatically sent to voice channels with conversations in progress involving their selected
talkgroups.
SETUP
RADIO -1 - TALKGROUP 1
RADIO -1 - SITE - SITE 1
RADIO -2 - TALKGROUP 1
RADIO -2 - SITE - SITE 1
RADIO -3 - TALKGROUP 1
RADIO -3 - SITE - SITE 1
Note: All Radios should be "Site Locked"
2. TEST
Step 1. Place SITE 1 into the Site Trunking mode.
Step 2. Turn OFF RADIO -1.
Step 3. Initiate a Talkgroup Call using RADIO -2.
Step 4. While the Talkgroup Call is in progress, turn on RADIO -1.
Step 5. Observe that RADIO -1, which was just brought back into service, joins the Talkgroup Call already
in progress.
Step 6. Release the PTT of RADIO -2. Switch RADIO -1 to TALKGROUP 2.
Step 7. Initiate a Talkgroup Call using RADIO -2.
Step 8. While the Talkgroup Call is in progress, turn RADIO -1 back to TALKGROUP 1.
Step 9. Observe that RADIO -1, which was just set back to TALKGROUP 1, joins the Talkgroup Call
already in progress.
Step 10. Return the site to Wide Area Trunking unless the next test requires Site Trunking.
Pass Fail
Communication System and Services Agreement v.2.9.2021
38
Site Trunking FDMA/TDMA Mixed Sites
Dynamic FDMA/TDMA Emergency Alarm and Call
1. DESCRIPTION
Users in life threatening situations can use the Emergency button on the radio to immediately send a
signal to the dispatcher and be assigned the next available voice channel if the FDMA/TDMA mode of the
call can be supported by the available resource. Otherwise, the first call in the queue that can be
supported by the available resources is assigned. To demonstrate this, an Emergency Alarm and Call will
be initiated from a subscriber which will be received by a subscriber affiliated at any site of any zone in
the system. In this case, the first available resource CANNOT support the FDMA call mode.
Note: In Site Trunking, the mode of all calls is dynamically determined by the Site Controller and
Emergency Call operation is always Top of Queue. If the subscriber does not have the Display option, the
Emergency ID will not be displayed.
SETUP
RADIO -1 (TDMA) - TALKGROUP 1
RADIO -1 - SITE - SITE 1
RADIO -3 (TDMA) - TALKGROUP 2
RADIO -3 - SITE - SITE 1
RADIO -4 (TDMA) - TALKGROUP 3
RADIO -4 - SITE - SITE 1
RADIO -5 (TDMA) - TALKGROUP 4
RADIO -5 SITE - SITE 1
RADIO -8 (FMDA-only) - TALKGROUP 1
RADIO -8 - SITE - SITE 1
Note: All Radios should be "Site Locked"
2. TEST
Step 1. Place SITE 1 into the Site Trunking mode. Simulate a busy system by disabling all channels at
SITE 1 with the exception of the control channel and one voice channel.
Step 2. Initiate calls with both RADIO -3 and RADIO -5 and keep these calls in progress until instructed to
release.
Step 3. Key RADIO -4 and verify the radio receives a busy tone.
Step 4. Using RADIO -1 send an Emergency Call by pressing the emergency switch and then the PTT
switch.
Step 5. Observe that RADIO -1 cannot transmit due to the voice channel being busy. End the call on
RADIO -3.
Communication System and Services Agreement v.2.9.2021
39
Step 6. Observe that RADIO -4 receives the call back before RADIO -1 and is able to proceed with the call
because the available channel resource can only support a TDMA call.
Step 7. Dekey RADIO -5 and RADIO -4. Observe that RADIO -1 receives the callback and is able to
proceed with the call.
Step 8. Observe that the display on RADIO -8 denotes an emergency and the unit ID or alias of RADIO -1.
Step 9. Dekey RADIO -1 and end the Emergency Call by holding down the Emergency button on RADIO -
1 until an alert tone sounds. Verify RADIO -1 returns to normal operation.
Step 10. Return the site to Wide Area Trunking unless the next test requires Site Trunking.
Pass Fail
Communication System and Services Agreement v.2.9.2021
40
Exhibit C-5: Performance Schedule
10
Task Name
Durat►on
Start
Finish
1 Contract
2
3
4
5
6
7
$
Contract Design Review
Order Processing
Manufacturing
Ship to Field
Receive and Inventory
Installation
Audit and Acceptance Testing
9 Finalize _ Final Documentation
14 days
2 days
1 day
20 days
12 days
4 days
12 days
l day
2 days
10 Final Acceptance_Transition to 1 day
Service
Mon 5/30/22
Fri 6/17/22
Tue 6/21/22
Wed 6/22/22
Wed 7/20/22
Fri 8/5/22
Thu 8/11/22
Mon 8/29/22
Tue 8/30/22
Thu 9/1/22
Thu 6/16/22
Mon 6/20/22
Tue 6/21/22
Tue 7/19/22
Thu 8/4/22
Wed 8/10/22
Fn 8/26/22
Mon 8/29/22
Wed 8/31/22
Thu 9/1/22
Protect Weld County TDMA
Preliminary Schedule
Date. Mon 5!9/22
Task
;ph*
Milestone
Summary
Project Sutranary
Macaw Task
roe Milestone
•
t
1 _
1
'r acm a Somerset
Manual Task
Duration- oly
Manual Sa rnma ry Radon
p
Varoai Summary
Start only
;Hush- or*
C
J
tweermal Tasks
£xwtnal MAesaone
Deadline
Prowess
Manes Pragrris
♦
4
Page 1
Communication System and Services Agreement v.2.9.2021
41
EXHIBIT D
System Acceptance Certificate
Customer Name:
Project Name:
This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and
Customer acknowledge that:
1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed.
2. The System is accepted.
Customer Representative: Motorola Representative:
Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
FINAL PROJECT ACCEPTANCE:
Motorola has provided and Customer has received all deliverables, and Motorola has performed all other
work required for Final Project Acceptance.
Customer Representative: Motorola Representative:
Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
Communication System and Services Agreement v.2.9.2021
42
Exhibit E
SOFTWARE SUPPORT POLICY
This document defines specific support availability and timelines for Motorola Solutions ASTRO® 25 and
Dimetra systems. Support Periods: The standard support period begins when a system software release
is first made available to the market. From that date, the standard support period for the software release
is four years, referred to as Year 1 to Year 4 or Y1 to Y4. The extended support period is from year 5 to
year 7 or Y5 to Y7. Depending on the support option, the End of Support (EoS) period is from either year
5 or year 8 and into the future. These support periods are not affected by the purchase date, shipment
date or acceptance date of a system fora given software release.
1) Standard support period: Motorola Solutions will support the given software release in the
following manner
• Support Service Availability
Period: Y1 through Y4 from initial market availability of the software release
All Support Services available
Software Defect Repair / Patching
Period: Y1 through Y2
o Qualified Severity 1 and Severity 2 incidents that result in product defect fixes will be made
available to the customer. Some defects may require an upgrade to a more current release to resolve.
o Period: Y3 through Y4
o Qualified Severity 1 incidents that result in product defect fixes will be made available to the
customer. Some defects may require an upgrade to a more current release to resolve.
Security Services
Period: Y1 through Y4
o All Security Services available (Security Monitoring and Security Update Service)
• System Expansion
o Period: Y1 through Y4
O Full system expansion available including subscribers, sites, consoles, base stations and radio
system Customer Enterprise Network (CEN) additions.
2) Extended Support Period: Applies to software releases that have reached the end of Standard
Support. Motorola Solutions continues to provide support on such products as specified below. Extended
Support includes:
• Support Service Availability
Period: Y5 through Y7
O All Support Services available through pricing of these services will be escalated.
• Software Defect Repair / Patching
• Period: Y5 through Y7
Defect Repair: Not available
Security Services
Period: Y5 through Y7
Security Services - Not available
System Expansion
Period: Y5 through Y7
• Infrastructure expansions are not available. System Expansion is limited to subscribers only.
Some features on the subscribers may not function due to Infrastructure expansions no longer being
available.
Communication System and Services Agreement v.2.9.2021
43
3) End of Support Period: Applies to software releases that have reached the end of Extended
Support. Support for older software versions will no longer be available. End of Support includes:
• Support Service Availability and Pricing
Period: Y8 and later
Support Services - Not Available
• Software Patching
o Period: Y5 and later
o Defect Repair - Not Available
Security Services - Not Available
System Expansion
Period: Y5 and later
o Infrastructure expansions are not available. System Expansion is limited to subscribers only.
Some features on the subscribers may not function due to Infrastructure expansions no longer being
available.
Communication System and Services Agreement v.2.9.2021
44
Contract Form
New Contract Request
Entity Information
Entity Name.
MOTOROLA INC
Contract Name.
TDMA - DDM
Contract Status
CTB REVIEW
Contract Description
MOTOROLA TDMA - DDM CONTRACT
Contract Description 2
Contract Type.
AGREEMENT
Amount.
S2,789,787.00
Renewable*
NO
Automatic Renewal
Grant
IGA
Entity ID*
.00O01139
Department
COMMUNICATIONS
Department Email
CM-
Communicationsrweldgov.c
om
Department Head Email
CM-Communications-
DeptHeadAweldgov,com
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COU NTYATTO RN EYO WELDG
OV.COM
New Entity?
Contract ID
6578
Contract Lead*
TPOWELL
Contract Lead Email
tpowell @weldgov.com
Requested BOCC Agenda
Date.
12/19,,2022
Parent Contract ID
Requires Board Approval
YES
Department Project #
Due Date
12/15:'2022
Will a work session with BOCC be required?*
HAD
Does Contract require Purchasing Dept. to be included?
If this is a renewal enter previous Contract ID
If this is part of a NSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in
OnBase
Contract Dates
Effective Date Review Date. Renewal Date
01'0112025
Termination Notice Period
Committed Delivery Date
Expiration Date*
01(01/2025
Contact Information
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head Finance Approver Legal Counsel
TINA POWELL CHERYL PATTELLI BRUCE BARKER
DH Approved Date Finance Approved Date Legal Counsel Approved Date
12/14/2022 12;14/2022 12/19;2022
Final Approval
BOCC Approved Tyler Ref
AG 122122
BOCC Signed Date
BOCC Agenda Date
12/21/2022
Originator
TPOWELL
Hello